label class label 2
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1cons | 60769519.txt_2 | 60769519.txt | - accelerated time to market of IP managed service offering
EBITDA
2004
£0.5million
* Before exceptional items
2005
£1.6million
Group Turnover 2004
£9.6million
2005
£15.1million
02
Gerry Spencer Non Executive Chairman
Chairman's Statement
The Group has significantly advanced the strategic development of the business, with a substantially enhanced customer base and delivered financial results in line with expectations.
Introduction I am pleased to report on a successful and exciting year for AT Communications Group Plc. The Group has delivered on its key objectives, growing turnover and profits and completing two strategic acquisitions. I am particularly pleased to report that following the acquisition of the Sterry Group and T-Liaison Communications, the Group has added scale and resources, making ATC a market leading Systems Integrator in the business-to-business communications industry.
The Group has shown that it has a full understanding of industry trends and has been forward thinking in its approach to market and strategy planning. A best of breed portfolio and key industry partnerships have provided the Group with a first-class proposition across the communications spectrum. By embracing new technology into the heart of our solutions portfolio and tailoring service delivery to meet the diverse and changing needs of our customers, we have positioned the Group at an enviable level in the market.
Management and Employees ATC has a dynamic and aggressive management approach and a team that is committed to driving the Group by embracing new technologies and
opportunities. The Group has established a strong, high calibre management team across the Plc and Operating Boards. We are well positioned for continued rapid growth and to aggressively pursue our overall objective of maximising shareholder value by establishing AT Communications Group Plc as the leading independent business Systems Integrator in the UK.
We are well underway in the process to identify a further Non Executive Director to join the Board and expect to announce this appointment in the first half of 2006.
Acquisitions The Group has made two strategic acquisitions, having reviewed a number of earnings enhancing opportunities. On 5 December 2005, ATC acquired the Sterry Group, a leading service led voice and data reseller, and their 1,400 customer base for a total consideration of £6.27 million.
In addition to adding scale and resource, this acquisition enabled the enlarged Group to immediately benefit from cross-selling opportunities between the respective customer bases. The Ster | 2 |
1cons | 60769519.txt_3 | 60769519.txt | into the heart of our solutions portfolio and tailoring service delivery to meet the diverse and changing needs of our customers, we have positioned the Group at an enviable level in the market.
Management and Employees ATC has a dynamic and aggressive management approach and a team that is committed to driving the Group by embracing new technologies and
opportunities. The Group has established a strong, high calibre management team across the Plc and Operating Boards. We are well positioned for continued rapid growth and to aggressively pursue our overall objective of maximising shareholder value by establishing AT Communications Group Plc as the leading independent business Systems Integrator in the UK.
We are well underway in the process to identify a further Non Executive Director to join the Board and expect to announce this appointment in the first half of 2006.
Acquisitions The Group has made two strategic acquisitions, having reviewed a number of earnings enhancing opportunities. On 5 December 2005, ATC acquired the Sterry Group, a leading service led voice and data reseller, and their 1,400 customer base for a total consideration of £6.27 million.
In addition to adding scale and resource, this acquisition enabled the enlarged Group to immediately benefit from cross-selling opportunities between the respective customer bases. The Sterry Group also gives ATC a significantly enhanced maintenance competence and capability.
03
www.atc.co.uk
AT Communications Group Plc Report & Accounts 2005
On 23 December 2005, the Group acquired T-Liaison Communications, a virtual network operator (VNO), for a total consideration of £1.1 million. The T-Liaison acquisition provides ATC with its own hosting environment and the capability to offer managed service solutions without any incremental hosting fees. This has led to the purchase of Mitel Networks' 3600 Hosted IP Voice Application by ATC, which will enable the Group to accelerate the time to market of its IP managed service offering. This acquisition will also provide an established reseller base on which to leverage ATC's existing products and services, in addition to the proposed IP Managed Service offering.
Dividend As outlined in the Group's AIM admission document, 25 July 2005, it is the Directors' intention to pay a progressive level of dividends consistent with the Group's profitability and cash resources. At this stage of the Group's development, the Directors do not recommend a dividend for the period ended 31 December 2005. The Board expects to recommend a dividend in 2006.
Current Trading and | 3 |
1cons | 60769519.txt_b0 | 60769519.txt | .co.uk
AT Communications Group Plc Report & Accounts 2005
directors of the Company may deem necessary or expedient to deal with fractional entitlement or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory) to be respective numbers of ordinary shares held by them; b. to the allotment (otherwise than pursuant to paragraph a. above) for cash of equity securities up to an aggregate nominal amount of £53,027
By order of the Board Mark Woodbridge Company Secretary 3 May 2006
Greenway House Pinnacles Harlow Essex CM19 5QD
Notes: 1) A member entitled to attend and vote at the
meeting may appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company. A form of proxy is attached; the form must be lodged at the Company's registered offices not less than 48 hours before the time appointed for the holding of the meeting. 2) The following documents will be available for inspection at the Company's registered office during normal business hours on any weekday (Saturday and Sundays excluded) from the date of this Notice until the date of the meeting and at the place of the meeting from 10.45 on Friday 2 June 2006 until its conclusion: (a) the register of Directors' interests in the capital of the Company, (b) copies of the Directors' contracts of service.
48
AT Communications Group Plc Report & Accounts 2005
Officers and Advisors
Company Secretary Mark Woodbridge
Registered Office Greenway House Pinnacles Harlow Essex CM19 5QD
Registered Number 441 5825
Nominated Advisor & Broker Daniel Stewart & Company Plc Becket House 36 Old Jewry London EC2R 8DD
Solicitors Osborne Clarke One London Wall London EC2Y 5EB
Auditors MRI Moores Rowland LLP 3 Sheldon Square London W2 6PS
Principal Bankers Barclays Bank 1 Churchill Place London E14 5HP
Registrar Capita Registrars 34 Beckenham Road Beckenham Kent BR3 4TU
Networking Business - Integrating Technology
Harlow London Stockport Newcastle Tel 08700 55 80 80 Fax 08700 55 80 81 Email enquiries@atc.co.uk Web www.atc.co.uk Head Office Greenway House, Pinnacles, Harlow, Essex CM19 5QD
| 4 |
1cons | 60769519.txt_b1 | 60769519.txt | not expired.
9. To consider and, if thought fit, pass the following resolution which will be proposed as an Special Resolution:
THAT, for the purposes of and pursuant to section 95(1) of the Act, the Directors of the Company are hereby authorised and empowered to allot equity securities (within the meaning of section 94 of the Act) pursuant to the general authority and power conferred by resolution numbered 8 in this notice of meeting as if section 89(1) of the Act did not apply to any such allotment provided that this authority and power shall, unless renewed, varied or revoked, expire at the conclusion of the next annual general meeting of the Company or 15 months from the date of the passing of this resolution (whichever is the earlier) and provided further that this authority and power shall be limited:
a. to the allotment of equity securities pursuant to an invitation or offer of equity securities to ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate or nearly as practical (and taking into account any prohibitions against or difficulties concerning the making of an offer or allotment to shareholders whose registered address or place of residence is overseas and subject to such exclusions as the
47
www.atc.co.uk
AT Communications Group Plc Report & Accounts 2005
directors of the Company may deem necessary or expedient to deal with fractional entitlement or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory) to be respective numbers of ordinary shares held by them; b. to the allotment (otherwise than pursuant to paragraph a. above) for cash of equity securities up to an aggregate nominal amount of £53,027
By order of the Board Mark Woodbridge Company Secretary 3 May 2006
Greenway House Pinnacles Harlow Essex CM19 5QD
Notes: 1) A member entitled to attend and vote at the
meeting may appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company. A form of proxy is attached; the form must be lodged at the Company's registered offices not less than 48 hours before the time appointed for the holding of the meeting. 2) The following documents will be available for inspection at the Company's registered office during normal business hours on any weekday (Saturday and Sundays excluded) from the date of this Notice until the date of the meeting and at the place of the meeting from 10 | 5 |
1cons | 61644404.txt_0 | 61644404.txt | Annual report 2011
Annual report 2011
Mensch und Maschine at a glance
All amounts in million EUR
(unless stated otherwise)
2007
Revenue
Germany International Revenue per share in EUR
212.9
53.7
25%
159.2
75%
16.64
Gross Margin
Distribution M+M Software VAR Business
53.6
32.5 20.5 0.7
60.6% 38.2% 1.2%
Operating result EBITDA
EBITDA return from revenue
Net result
Net return from revenue Net result per share in EUR
10.7
5.0%
6.0
2.8% 0.47
Dividend in EUR
0.20
Total assets
80.3
Shareholders' equity
Equity ratio
24.4
30.3%
Number of shares in million 12.800
Number of employees
327
2008
2009
2010
2011
223.1
57.3 165.8 16.44
+4.8% 25.7% 74.3% -1.2%
55.9
32.2 22.9 0.8
+4.2% 57.6% 41.0% 1.5%
13.0 +21%
5.8%
5.8 -4.5%
2.6% 0.42
163.3
39.9 123.4 11.20
-27% 24.4% 75.6%
-32%
51.0
18.4 19.2 13.4
-8.7% 36.1% 37.6% 26.3%
1.4 -89%
0.8%
-4.8
-2.9% -0.34
195.6
48.8 146.8 13.45
+20% 24.9% 75.1% +20%
66.2
19.9 23.0 23.3
+30% 30.0% 34.7% 35.3%
6.1 +340 | 0 |
1cons | 61644404.txt_1 | 61644404.txt | .8 16.44
+4.8% 25.7% 74.3% -1.2%
55.9
32.2 22.9 0.8
+4.2% 57.6% 41.0% 1.5%
13.0 +21%
5.8%
5.8 -4.5%
2.6% 0.42
163.3
39.9 123.4 11.20
-27% 24.4% 75.6%
-32%
51.0
18.4 19.2 13.4
-8.7% 36.1% 37.6% 26.3%
1.4 -89%
0.8%
-4.8
-2.9% -0.34
195.6
48.8 146.8 13.45
+20% 24.9% 75.1% +20%
66.2
19.9 23.0 23.3
+30% 30.0% 34.7% 35.3%
6.1 +340%
3.1%
-0.5
-0.2% -0.03
191.72
55.96 135.76 13.21
-2.0% 29.2% 70.8% -1.8%
70.01
15.81 26.41 27.79
+5.8% 22.6% 37.7% 39.7%
15.63* +158%
8.2%
6.79*
3.5% 0.47*
0.20 85.0 +6% 26.4 +8%
31.1%
13.570 +6% 388 +19%
0.00 101.1 +19% 24.2 -8%
23.9%
13.970 +3% 504 +30%
0.10 105.1 +4% 27.77 +15%
26.4%
14.542 +4% 607 +20%
0.20 104.95 -0% 33.76 +22%
32.2%
14.514 -0.2% 639 + | 1 |
1cons | 61644404.txt_2 | 61644404.txt | %
3.1%
-0.5
-0.2% -0.03
191.72
55.96 135.76 13.21
-2.0% 29.2% 70.8% -1.8%
70.01
15.81 26.41 27.79
+5.8% 22.6% 37.7% 39.7%
15.63* +158%
8.2%
6.79*
3.5% 0.47*
0.20 85.0 +6% 26.4 +8%
31.1%
13.570 +6% 388 +19%
0.00 101.1 +19% 24.2 -8%
23.9%
13.970 +3% 504 +30%
0.10 105.1 +4% 27.77 +15%
26.4%
14.542 +4% 607 +20%
0.20 104.95 -0% 33.76 +22%
32.2%
14.514 -0.2% 639 +5%
* 2011 purely operating, excluding non-recurring effects from Distribution sale: EBITDA approx. EUR 9.1 mln / Net result approx. EUR 2.4 mln / 16.5 Cents/share
Contents
Management report
2
Course of business 2011
16
Statement of income
22
Balance sheet
24
Statement of cash-flows
25
Development of shareholders' equity 25
Notes
26
Segment reporting
27
Auditor's report
69
Administrative Board report
70
Addresses
72
Introduction
Dear reader, F or M ensch und M aschine Software SE (M +M ), 2011 was an extraordinarily successful year reaching new historical records for gross margin, operating and net profit, and a significantly improved, nearly debt free balance sheet.
The lucrative sale of the Distribution business, closed end of O ctober, contributed a sound, extraordinary profit and brought net bank debt down close to z ero.
In addition, in pure operating business, M +M looks back on a very good 2011. F or the second | 2 |
1cons | 61644404.txt_3 | 61644404.txt | 5%
* 2011 purely operating, excluding non-recurring effects from Distribution sale: EBITDA approx. EUR 9.1 mln / Net result approx. EUR 2.4 mln / 16.5 Cents/share
Contents
Management report
2
Course of business 2011
16
Statement of income
22
Balance sheet
24
Statement of cash-flows
25
Development of shareholders' equity 25
Notes
26
Segment reporting
27
Auditor's report
69
Administrative Board report
70
Addresses
72
Introduction
Dear reader, F or M ensch und M aschine Software SE (M +M ), 2011 was an extraordinarily successful year reaching new historical records for gross margin, operating and net profit, and a significantly improved, nearly debt free balance sheet.
The lucrative sale of the Distribution business, closed end of O ctober, contributed a sound, extraordinary profit and brought net bank debt down close to z ero.
In addition, in pure operating business, M +M looks back on a very good 2011. F or the second year following the 2009 world economic crisis, we were able to reach to the record years of 2007/2008.
M +M's own Software recorded the highest sales in the company's history and achieved 15% EBITDA margin. The VAR segment sustainably reached the profit z one in its third year from start up with a huge EBITDA jump from EUR -0.54 mln to EUR +1.96 mln.
With more than 40 locations in Germany, Austria and Switz erland, we provide full area coverage and are able to provide customers with interdisciplinary solutions, and we are by far the largest European VAR for software from Autodesk, the global CAD market leader.
F rom this outstanding position we now are making the last step in the transition of the M +M business model, moving our European subsidiaries to a VAR business. As the major part of the price for the sale of Distribution has not yet been recognised, it will be available to finance the transition.
Together with significant margin potential still available in the Software and VAR D/A/CH segments, this makes us confident that M +M will be able to achieve good results in the years to come and satisfy our shareholders with steadily rising | 3 |
1cons | 61644404.txt_b0 | 61644404.txt | 07
www.openmind-tech.com
+914092 32 51
www.openmind-tech.com
+886 3 461 31 56
www.openmind-tech.com
+86 21 58 87 65 73
www.openmind-tech.com
+1 (270) 912 - 58 22
www.openmind-tech.com
Events April 23, 2012 M ay 22, 2012
J uly 23, 2012 O ctober 22, 2012 M arch 25, 2013 M arch 25, 2013
Quarterly report Q1/2012 Annual shareholders' meeting Half year report 2012 Quarterly report Q3/2012 Annual report 2012 Analysts' conference
Investor Contact
M ensch und M aschine Software SE M ichael Endres Argelsrieder F eld 5 D-82234 Wessling P hone +49 (0) 81 53 / 9 33 - 2 61 Telefax +49 (0) 81 53 / 9 33 - 1 04 E-M ail investor-relations@mum.de Internet www.mum.de/investor
73
CAD/CAM in practice: CNC programming Project: Turning and Milling in one operation Customer: MORI SEIKI, Japan / Germany MORI SEIKI is one of the global leaders in precision machine tool manufacturing. In order to offer the customer the machine best fitting to its components and its workflow, MORI SEIKI has an exceptionally broad product portfolio. In the application department, components like this oil wellhead are programmed and manufactured to find the optimal solution for the individual customer. The MORI SEIKI application department uses the CAM solution hyperMILL® developed by the M+M group for CNC programming. The broad spectrum of processing strategies - from turning to 5Axis simultaneous milling - provides optimal conditions for the complete processing of the oil wellhead on a precision tool which combines turning and milling. An increasing number of manufacturing companies have begun to use this combined technology which makes the manufacturing process much more profitable due to shorter machining time and higher precision.
Mensch und Maschine Software SE Argelsrieder Feld 5 D-82234 Wessling Phone +49 (0) 81 53 / 9 33 - 0 Fax +49 (0) 81 53 / 9 33 - 100 www.mum.de
| 4 |
1cons | 61644404.txt_b1 | 61644404.txt | 0) 18 44 /21 67 37 +39 (0) 39 /6 99 94 44 +48 (0) 42 /2 91 33 34 +32 (0) 53 /77 29 35 +40 (0) 31 /28 80 91 +49 (0) 5 51 /5 06 65 - 59 +49 (0) 81 53 /93 35 01 +41 (0) 44 /8 60 30 51
www.manandmachine.co.uk www.mum.it www.mum.pl www.manandmachine.be www.manandmachine.ro www.dataflor.de www.openmind-tech.com www.openmind-tech.com
+44 (0) 18 69 /36 94 29 +39 / (0) 2 /93 18 44 29
www.openmind-tech.com www.openmind-tech.com
+33 (0) 3 /88 03 17 76 +34 (0) 93 78 44 216
www.openmind-tech.com www.openmind-tech.com
+65 67 42 95 26
www.openmind-tech.com
+81 42 2 23 - 53 07
www.openmind-tech.com
+914092 32 51
www.openmind-tech.com
+886 3 461 31 56
www.openmind-tech.com
+86 21 58 87 65 73
www.openmind-tech.com
+1 (270) 912 - 58 22
www.openmind-tech.com
Events April 23, 2012 M ay 22, 2012
J uly 23, 2012 O ctober 22, 2012 M arch 25, 2013 M arch 25, 2013
Quarterly report Q1/2012 Annual shareholders' meeting Half year report 2012 Quarterly report Q3/2012 Annual report 2012 Analysts' conference
Investor Contact
M ensch und M aschine Software SE M ichael Endres Argelsrieder F eld 5 D-82234 Wessling P hone +49 (0) 81 53 / 9 33 - 2 61 Telefax +49 (0) 81 53 / 9 33 - 1 04 E-M ail investor-relations@mum.de Internet www.mum.de/investor
73
CAD/CAM | 5 |
1cons | 61262748.txt_0 | 61262748.txt | Annual Report and Accounts 2009
Despite the challenging market, more award-winning Enterprise licensees were recognised during the year for the quality of their businesses and their outstanding entrepreneurial skills:
Bell & Cross
Bell & Cross, Holy Cross Good Pub Guide 2010 Pub of the Year The nineteenth-century Worcestershire inn is run by licensees Jo and Roger Narbutt -- Roger is the England football squad's official chef.
"Everything at this charming place makes sure you come away feeling you've had a really special time; super food, staff with a can-do attitude, a delightful old interior and pretty garden. With its strong sense of individuality and must-come-again appeal, the Bell & Cross at Holy Cross is PUB OF THE YEAR." Source: Good Pub Guide
The Fox & Hounds
The Fox & Hounds, Felpham MA Great British Pub Awards 2009 Creative Outdoor Area, Finalist In their three years at the Fox, Andy and Alison Hirons have continually invested in and developed their outside areas to attract new customers. They have recently added a hidden garden to cater for noisier children!
Contents
Financial Highlights
1
Chairman's Statement
2
Chief Executive's Review (incorporating the Business Review)
3
Directors and Advisers
7
Directors' Report
9
Statement of Directors' Responsibilities
20
Corporate Governance
21
Directors' Remuneration Report
29
Group Income Statement
40
Group Statement of Recognised Income and Expense
41
Group Balance Sheet
42
Group Cash Flow Statement
43
Notes to the Group Accounts
44
Independent Auditor's Report (Group)
87
Five Year Record
89
Enterprise Inns plc Company Accounts
91
Statement of Recognised Income and Expense
92
Balance Sheet
93
Cash Flow Statement
94
Notes to the Company Accounts
95
Statement of Directors' Responsibilities
119
Independent Auditor's Report (Company)
120
Analysis of Ordinary Shareholders
122
Financial Calendar
122
Shareholder Information
123
Notice of Annual General Meeting
124
Explanatory Notes to the Notice of AGM
| 0 |
1cons | 61262748.txt_1 | 61262748.txt | Review (incorporating the Business Review)
3
Directors and Advisers
7
Directors' Report
9
Statement of Directors' Responsibilities
20
Corporate Governance
21
Directors' Remuneration Report
29
Group Income Statement
40
Group Statement of Recognised Income and Expense
41
Group Balance Sheet
42
Group Cash Flow Statement
43
Notes to the Group Accounts
44
Independent Auditor's Report (Group)
87
Five Year Record
89
Enterprise Inns plc Company Accounts
91
Statement of Recognised Income and Expense
92
Balance Sheet
93
Cash Flow Statement
94
Notes to the Company Accounts
95
Statement of Directors' Responsibilities
119
Independent Auditor's Report (Company)
120
Analysis of Ordinary Shareholders
122
Financial Calendar
122
Shareholder Information
123
Notice of Annual General Meeting
124
Explanatory Notes to the Notice of AGM
129
Front cover pictures top to bottom The Swan, High Wycombe The Floating Bridge, Dartmouth The Bell, Nr Frome
Butchers Arms
Butchers Arms, Hepworth MA Great British Pub Awards 2009 Best Newcomer Chef of the Year Yorkshire Licensees Tim and Adele Bilton have quickly built a strong reputation at the Butchers Arms. Having worked previously with Raymond Blanc, Tim has now earned the title of Yorkshire's Chef of the Year 2009.
Financial Highlights
HIGHLIGHTS I EBITDA of £445 million (2008 -- £510 million).* I Profit before tax and exceptional items £208 million (2008 -- £263 million). I Adjusted earnings per share 30.7p (2008 -- 39.2p). I Dividend per share nil (2008 -- 16.2p). I Underlying net debt reduced by £142 million in past twelve months through cash generation and asset
disposals. I At 30 September 2009 the estate comprised 7,399 pubs valued at £5.4 billion (2008 -- 7,763 pubs valued
at £5.9 billion). OTHER RESULTS (AFTER EXCEPTIONAL ITEMS) I Profit before tax £11 million (2008 -- £209 | 1 |
1cons | 61262748.txt_2 | 61262748.txt |
129
Front cover pictures top to bottom The Swan, High Wycombe The Floating Bridge, Dartmouth The Bell, Nr Frome
Butchers Arms
Butchers Arms, Hepworth MA Great British Pub Awards 2009 Best Newcomer Chef of the Year Yorkshire Licensees Tim and Adele Bilton have quickly built a strong reputation at the Butchers Arms. Having worked previously with Raymond Blanc, Tim has now earned the title of Yorkshire's Chef of the Year 2009.
Financial Highlights
HIGHLIGHTS I EBITDA of £445 million (2008 -- £510 million).* I Profit before tax and exceptional items £208 million (2008 -- £263 million). I Adjusted earnings per share 30.7p (2008 -- 39.2p). I Dividend per share nil (2008 -- 16.2p). I Underlying net debt reduced by £142 million in past twelve months through cash generation and asset
disposals. I At 30 September 2009 the estate comprised 7,399 pubs valued at £5.4 billion (2008 -- 7,763 pubs valued
at £5.9 billion). OTHER RESULTS (AFTER EXCEPTIONAL ITEMS) I Profit before tax £11 million (2008 -- £209 million). I Exceptional costs totalling £197 million before tax are non-cash apart from a net operating cost of
£5 million relating to the temporary management of pubs. * Earnings before interest, tax, depreciation and amortisation.
Enterprise Inns plc Annual Report 2009 1
Chairman's Statement
In the year to 30 September 2009, EBITDA fell by 13% to £445 million and profit before tax and exceptional items fell to £208 million, giving adjusted earnings per share of 30.7 pence, a decrease of 22% over the prior year. A valuation of the entire pub estate has been carried out at the year end in line with our normal practice, which resulted in a fall in the valuation of 7%. At the year end the estate comprised 7,399 pubs valued at £5.4 billion. The Board continues to focus on the Group's debt reduction programme in order to maximise flexibility when refinancing our bank facility which matures in May 2011. As part of this plan and despite the solid operating and financial performance of the business, the Board is not recommending the payment of a final dividend. Trading conditions across the pub industry remain difficult with the economic recession continuing to cause weak consumer confidence and put pressure | 2 |
1cons | 61262748.txt_3 | 61262748.txt | million). I Exceptional costs totalling £197 million before tax are non-cash apart from a net operating cost of
£5 million relating to the temporary management of pubs. * Earnings before interest, tax, depreciation and amortisation.
Enterprise Inns plc Annual Report 2009 1
Chairman's Statement
In the year to 30 September 2009, EBITDA fell by 13% to £445 million and profit before tax and exceptional items fell to £208 million, giving adjusted earnings per share of 30.7 pence, a decrease of 22% over the prior year. A valuation of the entire pub estate has been carried out at the year end in line with our normal practice, which resulted in a fall in the valuation of 7%. At the year end the estate comprised 7,399 pubs valued at £5.4 billion. The Board continues to focus on the Group's debt reduction programme in order to maximise flexibility when refinancing our bank facility which matures in May 2011. As part of this plan and despite the solid operating and financial performance of the business, the Board is not recommending the payment of a final dividend. Trading conditions across the pub industry remain difficult with the economic recession continuing to cause weak consumer confidence and put pressure on discretionary spending. Given this challenging environment we have worked closely with our licensees and provided unprecedented levels of financial support. Our operational focus, as always, is to optimise trading profit and to this end we shall continue to invest in our pubs and in support of our licensees whilst disposing of those outlets which no longer have a viable future as a pub. The disposal programme is expected to continue at a similar or higher level throughout the coming year. In May this year, the Business and Enterprise Select Committee (BEC) published a report on pub companies. Having considered its findings, we have put in place key commitments which we believe will improve the relationship with our licensees. We are delighted that having examined the issues raised in the super-complaint regarding the UK pub industry by the Campaign for Real Ale (CAMRA), the Office of Fair Trading has concluded that there is no evidence that supply ties are resulting in competition problems or that they contribute to higher prices or prevent pubs offering a wide choice to consumers. Given the current economic climate and the reducing size of the estate, we are likely to see some further decline in trading profit in the short term. Nevertheless, we remain confident in our strategy and believe that we are well positioned to drive the business forward through | 3 |
1cons | 61262748.txt_b0 | 61262748.txt | shareholders by means of a special resolution passed each year. Resolution 11 seeks such approval. It is intended that a similar resolution will be proposed at future Annual General Meetings.
132 Enterprise Inns plc Annual Report 2009
The Yorkshire Puddin'
The Yorkshire Puddin', Dewsbury Dewsbury Reporter Annual Business Awards for 2008 Entrepreneur of the Year, Business in the Community Award Paul Bennett's list of local award winning achievements continues to grow. Although the pub is primarily known for its food, it hosts large fund-raising events and now runs its own football team, Puddin' FC.
Friday Street Farm, Eastbourne MA Great British Pub Awards 2009 Best Managed Pub, Finalist Under the guidance of manager Paul Giles and deputy Paul Worman, multiple operator Whiting and Hammond have completely refurbished the Farm to restore the character, history and soul of the pub. Their emphasis is on high-quality home cooked food and real ales, with a constant stream of special events.
Friday Street Farm
The White Horse
The Telegraph Inn
The White Horse, Ramsden Heath MA Great British Pub Awards 2009 Pub of the Year East Anglia, Best Creative Outdoor Area East Anglia Since September 2007, when multi award-winning couple Steve and Jo Haslam added the White Horse to their growing portfolio of pubs, they have transformed this Grade II listed building to include an alfresco dining area which has seating capacity for 300 diners.
Nags Head
Ye Olde Rose and Crown
CAMRA Best Real Ale Awards 2009
Telegraph Inn, New Brighton Wirral Pub of the Year Winner Lessee Geoffrey Rees and managers Anna-Maria Nelson and Karen Dewhurst
Ye Olde Rose and Crown, Walthamstow East London & City Finalist Lessees Vivienne Barrett, Panikos Constantinou, Joanna Barrett Constantinou, Andrew Yon and Aaron Clingham
Nags Head, Walthamstow East London & City Runner-Up Lessees Susan Parsons and Roger Carter
The text pages of this document are printed on paper made from 75% recycled fibre.
Enterprise Inns plc
3 Monkspath Hall Road, Solihull, West Midlands, B90 4SJ
Tel: +44 (0)121 733 7700 Fax: +44 (0)121 733 6447
www.enterpriseinns.com
| 4 |
1cons | 61262748.txt_b1 | 61262748.txt | removal of these provisions. The Companies Act 2006 also abolishes the requirement for a company to have an authorised share capital. One consequence of part (a) of resolution 10 is that the statement of the Company's authorised share capital imported from the Memorandum is prevented from continuing to form part of the Articles of Association and operating as a limit on future issues of shares. Part (b) of resolution 10 deletes provisions from the Company's Articles of Association that refer to authorised share capital. The directors will still be limited as to the number of shares they can at any time allot because an allotment authority continues to be required under the Companies Act 2006; an allotment authority is proposed in resolution 7.
Enterprise Inns plc Annual Report 2009 131
Explanatory Notes to the Notice of Annual General Meeting
Resolution 11 -- Approving the notice period for General Meetings Following the introduction of new rules on 3 August 2009 to implement the Shareholder Rights Directive, in order to maintain its ability to call general meetings (other than an Annual General Meeting) on 14 clear days' notice, the Company must offer all shareholders the opportunity to appoint a proxy electronically (via the website of the Company or its Registrars) and must obtain the approval of its shareholders by means of a special resolution passed each year. Resolution 11 seeks such approval. It is intended that a similar resolution will be proposed at future Annual General Meetings.
132 Enterprise Inns plc Annual Report 2009
The Yorkshire Puddin'
The Yorkshire Puddin', Dewsbury Dewsbury Reporter Annual Business Awards for 2008 Entrepreneur of the Year, Business in the Community Award Paul Bennett's list of local award winning achievements continues to grow. Although the pub is primarily known for its food, it hosts large fund-raising events and now runs its own football team, Puddin' FC.
Friday Street Farm, Eastbourne MA Great British Pub Awards 2009 Best Managed Pub, Finalist Under the guidance of manager Paul Giles and deputy Paul Worman, multiple operator Whiting and Hammond have completely refurbished the Farm to restore the character, history and soul of the pub. Their emphasis is on high-quality home cooked food and real ales, with a constant stream of special events.
Friday Street Farm
The White Horse
The Telegraph Inn
The White Horse, Ramsden Heath MA Great British Pub Awards 2009 Pub of the Year East Anglia, Best Creative Outdoor Area East Anglia Since September 2007, when | 5 |
1cons | 61821458.txt_0 | 61821458.txt | NEWBURY RACECOURSE PLC REPORT AND ACCOUNTS 2012
Contents
Officers and Professional Advisers
Chairman's Statement
2
Operating and Financial Review
3
Report of the Directors
6
Directors' Responsibilities Statement
10
Independent Auditors' Report
11
Consolidated Profit and Loss Account
12
Consol idated Statement of Total Recognised Gains and Losses
12
Consoliclatecl Balance Sheet
13
Company Balance Sheet
14
Consolidated Cash Flow Statement
15
Notes to the Consolidated Cash Flow Statement
16
Accounting Polic ies
17
Notes to th e Financ ial Statements
19
Newbury Racecourse PLC
Officers and Professional Advisers
DIRECTORS
D J Burke (Chairman)
J Dodds The Han H M Herbert 5 A Higgins (Managing Director Racecourse & Events) 5 Hordern (Managing Director Property & Finance)
Lady Lloyd-Webber N WE Penser
C J Spence
B T Stewart-Brown R L Todd
SECRETARY REGISTERED OFFICE AUDITORS BANKERS
SOLICITORS REGISTRARS
CORPORATE ADVISERS
Mrs S Hordern
The Racecourse Newbury Berkshire RG14 7NZ
Deloitte LLP Reading
HSBC Bank PLC 6 Northbrook Street Newbury Berkshire RG141DJ
Allied Irish Bank (GB) 4 Tenterden Street London W15 1TE
Weatherbys Bank Sanders Road Wellingborough Northamptonsh ire NN8 4BX
Royal Bank of Scotland Abbey Gardens 4 Abbey Street Reading RG1 3BA
Burges Salmon LLP One Glass Wharf
Bristol
BS2 ozx
Capita Registrars Shareholder Services The Registry 3-4 Beckenham Road Becken ham l<ent BR3 4TU
Strata Technology Partners LLP Kingsbury House 15-1 7 King Street London SE1Y 6QU
Newbury Racecourse PLC
Chairman's Statement
The 2012 year saw the completion of the property development agreement with David Wilson Homes (DWH) and the buy-back of the 29.9% shareholding in the | 0 |
1cons | 61821458.txt_1 | 61821458.txt | R L Todd
SECRETARY REGISTERED OFFICE AUDITORS BANKERS
SOLICITORS REGISTRARS
CORPORATE ADVISERS
Mrs S Hordern
The Racecourse Newbury Berkshire RG14 7NZ
Deloitte LLP Reading
HSBC Bank PLC 6 Northbrook Street Newbury Berkshire RG141DJ
Allied Irish Bank (GB) 4 Tenterden Street London W15 1TE
Weatherbys Bank Sanders Road Wellingborough Northamptonsh ire NN8 4BX
Royal Bank of Scotland Abbey Gardens 4 Abbey Street Reading RG1 3BA
Burges Salmon LLP One Glass Wharf
Bristol
BS2 ozx
Capita Registrars Shareholder Services The Registry 3-4 Beckenham Road Becken ham l<ent BR3 4TU
Strata Technology Partners LLP Kingsbury House 15-1 7 King Street London SE1Y 6QU
Newbury Racecourse PLC
Chairman's Statement
The 2012 year saw the completion of the property development agreement with David Wilson Homes (DWH) and the buy-back of the 29.9% shareholding in the company held by Guinness Peat Group pic. The development agreement gives the racecourse a stronger financial position with secure future cash flows including the further option to dispose of the eastern residential site at an agreed value. This financial security, together with a supporting shareholding base, provides the Board with confidence for the business to execute on the next stage of the re-development of the racecourse with its enhanced facilities and future enhanced profit prospects.
As a result of the signing of the property development agreement with DWH, we have started to implement our plans to create a leading racecourse and events business with updated and improved facilities for racegoers and visitors.
We have confidence that the delivery of the redeveloped infra-structure at the racecourse will create an exciting setting to enhance the racegoers experience in the years to come. I look forward to sharing with shareholders the details of theredevelopment of the racegoing facilities at the time of our interim results. It is anticipated these works will start in 2014 with completion at the end of 2015 in conjunction with the opening of the new bridge over the railway.
The board remains focused on continuing to drive the trading profit through this redevelopment phase of the facilities of the racecourse. We intend to continue to improve the race | 1 |
1cons | 61821458.txt_2 | 61821458.txt | company held by Guinness Peat Group pic. The development agreement gives the racecourse a stronger financial position with secure future cash flows including the further option to dispose of the eastern residential site at an agreed value. This financial security, together with a supporting shareholding base, provides the Board with confidence for the business to execute on the next stage of the re-development of the racecourse with its enhanced facilities and future enhanced profit prospects.
As a result of the signing of the property development agreement with DWH, we have started to implement our plans to create a leading racecourse and events business with updated and improved facilities for racegoers and visitors.
We have confidence that the delivery of the redeveloped infra-structure at the racecourse will create an exciting setting to enhance the racegoers experience in the years to come. I look forward to sharing with shareholders the details of theredevelopment of the racegoing facilities at the time of our interim results. It is anticipated these works will start in 2014 with completion at the end of 2015 in conjunction with the opening of the new bridge over the railway.
The board remains focused on continuing to drive the trading profit through this redevelopment phase of the facilities of the racecourse. We intend to continue to improve the race programme where it is sensible to do so and with the increased media revenues anticipated in 2013, this will further support investment in both prize money and the racecourse facilities. The positive continued development of our reputation as a music venue capable of staging leading music artists and bands supports our Party in the Paddock initiative which is an important profit contributor to the business.
The successful share buyback from Guinness Peat Group pic in October removed the significant uncertainty following their stated intention to sell their shareholding. The buy-back transaction was structured to deliver an immediate increase in the net asset value of the remaining shares in the company.
On the operational side, the racing business had an encouraging year with prize money increasing by 10% to £3.5m. A successful 'Party in the Paddock'
season including record profits for jessie I Ladies Day
in August and Frankel's victory in the JLT Lockinge stakes in May crowned a high quality and competitive flat racing season.
The refurbishment of the racecourse is a long term programme and in light of the delayed timing of receipts generated from the DWH agreement, combined with the current tax liabilities and the racecourse infrastructure capital commitments relating to the re-development programme, the Board does not recommend the payment | 2 |
1cons | 61821458.txt_3 | 61821458.txt | programme where it is sensible to do so and with the increased media revenues anticipated in 2013, this will further support investment in both prize money and the racecourse facilities. The positive continued development of our reputation as a music venue capable of staging leading music artists and bands supports our Party in the Paddock initiative which is an important profit contributor to the business.
The successful share buyback from Guinness Peat Group pic in October removed the significant uncertainty following their stated intention to sell their shareholding. The buy-back transaction was structured to deliver an immediate increase in the net asset value of the remaining shares in the company.
On the operational side, the racing business had an encouraging year with prize money increasing by 10% to £3.5m. A successful 'Party in the Paddock'
season including record profits for jessie I Ladies Day
in August and Frankel's victory in the JLT Lockinge stakes in May crowned a high quality and competitive flat racing season.
The refurbishment of the racecourse is a long term programme and in light of the delayed timing of receipts generated from the DWH agreement, combined with the current tax liabilities and the racecourse infrastructure capital commitments relating to the re-development programme, the Board does not recommend the payment of a dividend for 2012. It remains the Board's intention to recommence the payment of dividends as soon as appropriate, as the company's trading performance and development requirements allow.
I would like to thank the Executives and all the staff for their hard work and energy which enables us to have confidence in the future of the company as we commence the re-development phase of the racecourse. I would also like to thank our sponsors and all owners and trainers and race-goers who visited the Racecourse Newbury in 2012
DOMINIC J BURKE Chairman 28 March 2013
2
Newbury Racecourse PLC
OPERATIONAL AND FINANCIAL REVIEW
The year saw the completion of the property development agreement with David Wilson Homes Limited (DWH) under which DWH is committed to pay a minimum land value of £42.6m over the course of the ten year programme. The financial statements recognise £16.5m of the minimum land value relating to the Central and Western residential sites. This has resulted in an exceptional pre-tax profit on disposal of fixed assets of£ 1O.Om after accounting for the carrying value of the land disposed of, the associated transaction costs, and having discounted the long term debtor. | 3 |
1cons | 61821458.txt_b0 | 61821458.txt |
Book
Fair
value
value
2012
2012
Primary financial instruments held to finance the Croup's operations
£'000
£'000
Cash at bank and in hand
2,554
2,554
Borrowings due within one year
Borrowings due after more than one year
(7,033) (4,790)
(4,479) (2,236)
Book value 2011 £'000
727 (2,363)
(1,636)
Fair value 2011 £'000
727 (2,208)
(1,481)
Maturity profile of financial instruments Within one year of less on demand More than one year but not more than two years More than five years
Variable rate
2012 £'000
Fixed rate 2012 £'000
502 6.531 7.033
Interest Free 2012
£'000
Variable rate
2011 £'000 2,363
Fixed rate 2011 £'000
2,363
Interest Free 2011
£'000
Interest rate on profile of financial instruments AlB Loans
2012 3% over LIBOR and MLBR
2011 3% over LIBOR and MLBR
Compton Beauch amp Estates Ltd Loan
2°/., over LGT (Ireland) International interbank rate
Financial instruments of overdraft, Compton Beau champ Estates Ltd and AlB loans have been used in the period to fund m<lster plan ex penditure and the share buy back.
As at 31 December 2012 there were no hedging instruments in place.
23. RELATED PARTY TRANSACTIONS
Advantage has been taken of the exemption under FRS 8 not to disclose transactions between entities, of whose voting rights are controlled within the Group.
There is an amount of £65,000 (2011 : £32,000) due from Briti sh Champion Series. S Higgins is a director of Newbury Racecourse PLC and is a director of British Champi on Series.
The CBEL loan of £6,53 1, 000 is provided by Compton Beauchamp Estates Limited (see note '16). Erik Pen ser is a director of Compton Beauchamp Estates Limited. This is considered to be an arms length transaction.
34
| 4 |
1cons | 61821458.txt_b1 | 61821458.txt | (407) (16.3%)
437 21.8%
33
Newbury Racecourse PLC
Notes to the Financial Statements
Year ended 31 December 2012
22. FINANCIAL INSTRUMENTS
Fair value of financial instruments
A comparison of current and book values of all the Group's financial instruments as at 31 December 2012 is provided below. Where market prices are not available for a particular instrument, fair values have been calculated by discounting cash flow at prevailing interest rates.
The financial risk management section of the Directors' report provides an explanation of the role that financial instruments have had during the period in creating or changing the risks that the Group faces in its activities. The explanation summarises the objectives and policies for holding and issuing financial instruments and similar contracts, and the strategies for achieving these objectives which have been followed in the period.
The numerical disclosures within this note deal with financial assets and financial liabilities as defined in FRS 13 'Derivatives and Other Financial Instrument Disclosures'. Certain financial assets, such as investments in subsidiary, are excluded from the scope of these disclosures.
As permitted by FRS 13, short term debtors and creditors have been excluded from the disclosure.
Book
Fair
value
value
2012
2012
Primary financial instruments held to finance the Croup's operations
£'000
£'000
Cash at bank and in hand
2,554
2,554
Borrowings due within one year
Borrowings due after more than one year
(7,033) (4,790)
(4,479) (2,236)
Book value 2011 £'000
727 (2,363)
(1,636)
Fair value 2011 £'000
727 (2,208)
(1,481)
Maturity profile of financial instruments Within one year of less on demand More than one year but not more than two years More than five years
Variable rate
2012 £'000
Fixed rate 2012 £'000
502 6.531 7.033
Interest Free 2012
£'000
Variable rate
2011 £'000 2,363
Fixed rate 2011 £'000
2,363
Interest Free 2011
£'000
Interest rate on profile of financial instruments Al | 5 |
1cons | 61490602.txt_0 | 61490602.txt | Annual report 2010
Value through excellence
Overview 01 2010 highlights 02Letter to shareholders 04The business
Operational review
06 fertilizer PRODUCTION
08 Fertilizer group 10OCI Nitrogen 12 Sorfert Algérie 14 Egyptian Fertilizers Company 16 Egypt Basic Industries Corporation 18 Gavilon 19 Notore Chemical Industries
20 Construction
22 Construction group 24Orascom Construction 28 BESIX 32 Contrack
34 Construction materials & PROPERTY MANAGEMENT
Corporate & Social Responsibility 38OCI's internal community 40 OCI's greater community
Governance 44 Board of Directors 47Report of the Directors 49 Corporate governance 52Management's discussion and analysis
of financial condition and results of operations 57Report of the Audit Committee of the
Board of Directors
Financial statements 59 Auditor's report 60Director's statement in respect of
responsibility for financial reporting 61 Consolidated income statement 62 Consolidated balance sheet 64 Consolidated statement of changes in equity 66 Consolidated cash flow statement 67 Notes to the consolidated financial statements 94Selected financial data 98Management and corporate information 99 Business segments and activities 100 Investor Relations and Shareholder information
Orascom Construction Industries is a leading international fertilizer producer and construction contractor based in Cairo, Egypt. We are one of the region's largest corporations with projects and investments across Europe, the Middle East and North Africa.
We aspire to be a company that our clients are proud to work with and our employees are proud to work for, a company committed to delivering quality work and products, safely and on schedule, and a company with an open mind ready to embrace new opportunities and driven to deliver exceptional value.
2010 Highlights
+28% Revenue Growth
+37% EBITDA Growth
+37% Net Income Growth
The Fertilizer Group · A transformational year led by the integration of our Dutch fertilizer business, which
widened our product portfolio with the addition of nitrates and ammonium sulphate.
· Group to reach 7.0 million tons of nitrogen-based fertilizer and melamine capacity in 2012 and to rank among top global producers.
· Construction work on our Sorfert plant, a state-of-the-art 2 million ton nitrogen complex in Algeria, continues on track reaching 96% completion with commercial production expected during the fourth quarter of 2011. Progress has been supported by our strong partnership with Sonatrach in Algeria.
The Construction Group · Infrastructure-focused construction backlog valued at $ | 0 |
1cons | 61490602.txt_1 | 61490602.txt | We are one of the region's largest corporations with projects and investments across Europe, the Middle East and North Africa.
We aspire to be a company that our clients are proud to work with and our employees are proud to work for, a company committed to delivering quality work and products, safely and on schedule, and a company with an open mind ready to embrace new opportunities and driven to deliver exceptional value.
2010 Highlights
+28% Revenue Growth
+37% EBITDA Growth
+37% Net Income Growth
The Fertilizer Group · A transformational year led by the integration of our Dutch fertilizer business, which
widened our product portfolio with the addition of nitrates and ammonium sulphate.
· Group to reach 7.0 million tons of nitrogen-based fertilizer and melamine capacity in 2012 and to rank among top global producers.
· Construction work on our Sorfert plant, a state-of-the-art 2 million ton nitrogen complex in Algeria, continues on track reaching 96% completion with commercial production expected during the fourth quarter of 2011. Progress has been supported by our strong partnership with Sonatrach in Algeria.
The Construction Group · Infrastructure-focused construction backlog valued at $ 5.6 billion, of which 73%
is contributed by projects outside of Egypt.
· Group secured $ 2.62 billion of new construction awards.
· Solid execution from the Group with a robust EBITDA margin of 15.8% during the year.
Revenue EBITDA Net income (after disc. ops) Earnings per share Dividends per share Capital expenditures Total assets Cash & cash equivalents Total debt Minority interest Shareholders' equity
2010
2010
$ millionsEGP millions
4,895.0 1,088.1
594.2 2.9 2.0
574.6 9,435.0
973.0 3,030.1
179.9 3,076.3
27,552.4 6,124.8 3,344.4 16.2 11.3 3,336.0
54,779.8 5,649.4
17,592.9 1,044.3
17,860.8
2009 $ millions
3,829.9 794.5 434.3 2.1 1.8
1,154.9 8,543.3 1 | 1 |
1cons | 61490602.txt_2 | 61490602.txt | 5.6 billion, of which 73%
is contributed by projects outside of Egypt.
· Group secured $ 2.62 billion of new construction awards.
· Solid execution from the Group with a robust EBITDA margin of 15.8% during the year.
Revenue EBITDA Net income (after disc. ops) Earnings per share Dividends per share Capital expenditures Total assets Cash & cash equivalents Total debt Minority interest Shareholders' equity
2010
2010
$ millionsEGP millions
4,895.0 1,088.1
594.2 2.9 2.0
574.6 9,435.0
973.0 3,030.1
179.9 3,076.3
27,552.4 6,124.8 3,344.4 16.2 11.3 3,336.0
54,779.8 5,649.4
17,592.9 1,044.3
17,860.8
2009 $ millions
3,829.9 794.5 434.3 2.1 1.8
1,154.9 8,543.3 1,080.2 2,458.7
136.8 2,988.8
2009 EGP millions
21,312.8 4,421.4 2,416.6 11.7 10.0 6,427.0
46,857.5 5,924.6
13,485.4 750.2
16,392.8
Egyptian Pounds (EGP) and US Dollars ($) figures in millions except per share data. Growth percentages calculated based on US Dollar figures.
Annual report 2010 Orascom Construction Industries 1
overview
Letter to shareholders
nassef Sawiris Chairman and Chief Executive Officer
We enter 2011 confident in our ability to manage change and expand our global reach through continued organic growth and exploring a host of investment opportunities which leverage our expertise and execution capabilities. We remain committed in the task of delivering value to our shareholders.
Dear Shareholders, 2010 proved to be an active year for both of OCI's business units, with several strategic acquisitions and joint ventures completed during the year. Fertilizer prices rallied during the year due to dramatically improved farmer economics, yielding better returns for the Fertilizer Group. The Construction | 2 |
1cons | 61490602.txt_3 | 61490602.txt | ,080.2 2,458.7
136.8 2,988.8
2009 EGP millions
21,312.8 4,421.4 2,416.6 11.7 10.0 6,427.0
46,857.5 5,924.6
13,485.4 750.2
16,392.8
Egyptian Pounds (EGP) and US Dollars ($) figures in millions except per share data. Growth percentages calculated based on US Dollar figures.
Annual report 2010 Orascom Construction Industries 1
overview
Letter to shareholders
nassef Sawiris Chairman and Chief Executive Officer
We enter 2011 confident in our ability to manage change and expand our global reach through continued organic growth and exploring a host of investment opportunities which leverage our expertise and execution capabilities. We remain committed in the task of delivering value to our shareholders.
Dear Shareholders, 2010 proved to be an active year for both of OCI's business units, with several strategic acquisitions and joint ventures completed during the year. Fertilizer prices rallied during the year due to dramatically improved farmer economics, yielding better returns for the Fertilizer Group. The Construction Group was awarded several large contracts during the year, capitalizing on the start of infrastructure development spending programs in the Middle East.
For the year, consolidated revenue rose to $ 4.9 billion, EBITDA increased to $ 1.1 billion and net income grew to $ 594.2 million. Our consolidated EBITDA margin increased to 22.2% from 20.7% last year, with EBITDA surpassing the $ 1 billion mark for the first time. The Fertilizer Group contributed 51.1% of EBITDA during the year, marking OCI's development into a global fertilizer player and echoing 2005 when the Cement Group's contribution first surpassed the Construction Group's.
Our balance sheet remains solid with nearly $ 1 billion in cash despite making several strategic acquisitions and paying $ 413.8 million in dividends. Based on our results and our positive outlook for the future, the Board of Directors has approved an additional cash dividend of $ 1 per ordinary share.
FERTILIZER GROUP 2010 was a transformational year for our Fertilizer Group. During the year, we acquired Royal DSM N.V.'s nitrogen fertilizer and melamine business units for 310 million on a cash and debt-free basis | 3 |
1cons | 61490602.txt_b0 | 61490602.txt | VELOPMENT COMPANY (60.5%) Industrial park developer and operator
CONTRACK FM (100%) Facilities management company
Fertilizer GROUP
OCI Nitrogen (100%) Nitrates and melamine manufacturer, the Netherlands
EGYPTIAN FERTILIZERS COMPANY (100%) Granular urea manufacturer, Egypt
EGYPT BASIC INDUSTRIES CORPORATION (60%) Ammonia manufacturer, Egypt
SORFERT ALGÉRIE (51%) Ammonia and granular urea manufacturer, Algeria
NOTORE CHEMICAL INDUSTRIES (13.5%) Granular urea manufacturer, Nigeria
EGYPTIAN FERTILIZER TRADING (100%) Fertilizer trading
Gavilon (16.4%) Grain and fertilizer trading, USA
OCI TERMINAL EUROPOORT B.V. (100%) Ammonia tank owner and operator, Netherlands
Annual report 2010 Orascom Construction Industries 99
Additional information
Investor Relations AND Shareholder Information
Investor Relations
Omar Darwazah Investor Relations Manager omar.darwazah@orascomci.com
ERIka Wakid Investor Relations Officer erika.wakid@orascomci.com
Telephone:
00 202 2461 1036 00 202 2461 0727 00 202 2461 0917
Fax:
00 202 2461 9409
Shareholder Information
Corporate Office Nile City Towers 2005A Corniche El Nil Cairo, Egypt 11221
Tel: +20 22 461 1111 Fax: +20 22 461 9400
www.orascomci.com
Full Listing: The Egyptian Exchange Reuters / Bloomberg: OCIC.CA / OCIC EY
GDRs Listed: London Stock Exchange Reuters / Bloomberg: OCICq.L / ORSD LI
ADRs Listed: Nasdaq Reuters / Bloomberg: ORSCY.PK / ORSCY US
100 Orascom Construction Industries Annual report 2010
Designed by dmicreative www.dmicreative.com
Orascom Construction Industries Nile City Towers 2005A Corniche El Nil Cairo, Egypt 11221
Tel: +20 22 461 1111 Fax: +20 22 461 9400
www.orascomci.com
| 4 |
1cons | 61490602.txt_b1 | 61490602.txt | Corporation
98 Orascom Construction Industries Annual report 2010
Business segments & activities
CONSTRUCTION GROUP
ORASCOM CONSTRUCTION (100%) Regional engineering, procurement and construction services
BESIX GROUP (50%) Global engineering, procurement and construction services
CONTRACK (100%) Regional engineering, procurement and construction services
CONSTRUCTION MATERIALS
NATIONAL STEEL FABRICATION (100%) Steel cutting, bending, welding, and painting services
ALICO EGYPT (50%) Building facade, curtain walling, and window systems
UNITED HOLDING COMPANY (56.5%) Holding company with investments in: - EGYPTIAN GYPSUM COMPANY (50%)
Building plasters manufacturer - BASF (50%)
Construction chemicals manufacturer - A-BUILD EGYPT (50.1%)
Waterproofing contractor
UNITED PAINTS & CHEMICALS (56.5%) Cement based, ready mix mortars
NATIONAL PIPE COMPANY (40%) Concrete pipe manufacturer
SCIB CHEMICAL (15%) Paints and building chemicals manufacturer
PROPERTY MANAGEMENT
SUEZ INDUSTRIAL DEVELOPMENT COMPANY (60.5%) Industrial park developer and operator
CONTRACK FM (100%) Facilities management company
Fertilizer GROUP
OCI Nitrogen (100%) Nitrates and melamine manufacturer, the Netherlands
EGYPTIAN FERTILIZERS COMPANY (100%) Granular urea manufacturer, Egypt
EGYPT BASIC INDUSTRIES CORPORATION (60%) Ammonia manufacturer, Egypt
SORFERT ALGÉRIE (51%) Ammonia and granular urea manufacturer, Algeria
NOTORE CHEMICAL INDUSTRIES (13.5%) Granular urea manufacturer, Nigeria
EGYPTIAN FERTILIZER TRADING (100%) Fertilizer trading
Gavilon (16.4%) Grain and fertilizer trading, USA
OCI TERMINAL EUROPOORT B.V. (100%) Ammonia tank owner and operator, Netherlands
Annual report 2010 Orascom Construction Industries 99
Additional information
Investor Relations AND Shareholder Information
Investor Relations
Omar Darwazah Investor Relations Manager omar.darwazah@orascomci.com | 5 |
1cons | 61869673.txt_0 | 61869673.txt | DREoGIcSuTRmATeIOnNt
Annual Financial Report included
2012 REGISTRATION DOCUMENT
INCLUDING THE ANNUAL FINANCIAL REPORT
This registration document was filed with the French financial market authority (Autorité des Marchés Financiers or AMF) on 16 April 2013 in compliance with article 212-13 of the AMF General Regulation. It may be used in connection with a financial transaction only if accompanied by a memorandum approved by the AMF. The original French language version of this document was prepared by the issuer and is binding on its signatories.
In accordance with Article 28 of Commission Regulation (EC) 809/2004 of 29 April 2004, for certain information the reader is referred to previous registration documents: 1. The Board of Directors' management report, the consolidated financial statements and the Auditors' report on the consolidated financial statements for the fiscal year ended 31 December 2011 included in the registration document filed with the AMF on 16 April 2012 (No. D.12-0349). 2. The Board of Directors' management report, the consolidated financial statements and the Auditors' report on the consolidated financial statements for the fiscal year ended 31 December 2010 included in the registration document filed with the AMF on 11 April 2011 (No. D.11-0278).
Disclaimer: This English language version of this Registration Document is a free translation of the original "Document de Référence 2011" that was prepared in French. All possible care has been taken to ensure that this translation is an accurate representation of the original the issued in French language and registered on 16 April, 2013 by the AMF (the French securities regulator). However, in all matters of interpretation of information, views or opinions expressed therein, the original language version of the document in French takes precedence over this translation. In consequence, the translation may not be relied upon to sustain any legal claim, nor be used as the basis of any legal opinion and Guerbet expressly disclaims all liability for any inaccuracy herein.
GUERBET Société Anonyme (a French corporation) governed by a Board of Directors
with a capital of 12,200,184 Registered office: 15, rue des Vanesses - 93420 Villepinte France
Bobigny Company and Trade Register (RCS) No.308 491 521
1
CONTENTS
CHIEF EXECUTIVE OFFICERS' M | 0 |
1cons | 61869673.txt_1 | 61869673.txt | registration document filed with the AMF on 11 April 2011 (No. D.11-0278).
Disclaimer: This English language version of this Registration Document is a free translation of the original "Document de Référence 2011" that was prepared in French. All possible care has been taken to ensure that this translation is an accurate representation of the original the issued in French language and registered on 16 April, 2013 by the AMF (the French securities regulator). However, in all matters of interpretation of information, views or opinions expressed therein, the original language version of the document in French takes precedence over this translation. In consequence, the translation may not be relied upon to sustain any legal claim, nor be used as the basis of any legal opinion and Guerbet expressly disclaims all liability for any inaccuracy herein.
GUERBET Société Anonyme (a French corporation) governed by a Board of Directors
with a capital of 12,200,184 Registered office: 15, rue des Vanesses - 93420 Villepinte France
Bobigny Company and Trade Register (RCS) No.308 491 521
1
CONTENTS
CHIEF EXECUTIVE OFFICERS' MESSAGE
4
THE GUERBET GROUP
6
1) HISTORY OF THE COMPANY
6
2) FINANCIAL HIGHLIGHTS
7
3) BUSINESS OVERVIEW
8
4) MANUFACTURING ACTIVITY, INVESTMENTS AND R&D
14
5) GROUP ORGANISATION AT 31 DECEMBER 2012
19
CORPORATE GOVERNANCE
22
1) BOARD OF DIRECTORS
22
2) COMPENSATION OF EXECUTIVE OFFICERS
25
3) REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE
GOVERNANCE AND INTERNAL CONTROL AND THE PRINCIPLES FOR SETTING THE
COMPENSATION OF CORPORATE OFFICERS
30
4) STATUTORY AUDITORS' REPORT PREPARED IN ACCORDANCE WITH ARTICLE L.225-
235 OF THE FRENCH COMMERCIAL CODE ON THE REPORT OF THE CHAIRMAN OF THE
BOARD OF DIRECTORS OF GUERBET
37 | 1 |
1cons | 61869673.txt_2 | 61869673.txt | ESSAGE
4
THE GUERBET GROUP
6
1) HISTORY OF THE COMPANY
6
2) FINANCIAL HIGHLIGHTS
7
3) BUSINESS OVERVIEW
8
4) MANUFACTURING ACTIVITY, INVESTMENTS AND R&D
14
5) GROUP ORGANISATION AT 31 DECEMBER 2012
19
CORPORATE GOVERNANCE
22
1) BOARD OF DIRECTORS
22
2) COMPENSATION OF EXECUTIVE OFFICERS
25
3) REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE
GOVERNANCE AND INTERNAL CONTROL AND THE PRINCIPLES FOR SETTING THE
COMPENSATION OF CORPORATE OFFICERS
30
4) STATUTORY AUDITORS' REPORT PREPARED IN ACCORDANCE WITH ARTICLE L.225-
235 OF THE FRENCH COMMERCIAL CODE ON THE REPORT OF THE CHAIRMAN OF THE
BOARD OF DIRECTORS OF GUERBET
37
SHAREHOLDER INFORMATION
39
1) THE GUERBET SHARE
39
2) THREE YEAR DIVIDEND HIGHLIGHTS
40
3) SHAREHOLDER BASE
40
4) TRANSACTIONS BY EXECUTIVE OFFICERS OR EQUIVALENT PERSONS
41
5) CROSSING OF OWNERSHIP THRESHOLDS
41
6) SHAREHOLDERS' AGREEMENT AND JOINT UNDERTAKINGS TO RETAIN SHARES
42
7) RULES GOVERNING THE APPOINTMENT AND REPLACEMENT OF MEMBERS OF THE
BOARD OF DIRECTORS AND MODIFICATION OF THE ARTICLES OF ASSOCIATION
42
8) POWERS OF THE EXECUTIVE BOARD CONCERNING THE ISSUANCE AND REPURCHASE
OF SHARES
44
9) SUMMARY OF AUTHORISATIONS HAVING A POTENTIAL IMPACT ON THE SHARE CAPITAL 44
10) PROVISIONS OF THE ARTICLES OF ASSOCIATION | 2 |
1cons | 61869673.txt_3 | 61869673.txt |
SHAREHOLDER INFORMATION
39
1) THE GUERBET SHARE
39
2) THREE YEAR DIVIDEND HIGHLIGHTS
40
3) SHAREHOLDER BASE
40
4) TRANSACTIONS BY EXECUTIVE OFFICERS OR EQUIVALENT PERSONS
41
5) CROSSING OF OWNERSHIP THRESHOLDS
41
6) SHAREHOLDERS' AGREEMENT AND JOINT UNDERTAKINGS TO RETAIN SHARES
42
7) RULES GOVERNING THE APPOINTMENT AND REPLACEMENT OF MEMBERS OF THE
BOARD OF DIRECTORS AND MODIFICATION OF THE ARTICLES OF ASSOCIATION
42
8) POWERS OF THE EXECUTIVE BOARD CONCERNING THE ISSUANCE AND REPURCHASE
OF SHARES
44
9) SUMMARY OF AUTHORISATIONS HAVING A POTENTIAL IMPACT ON THE SHARE CAPITAL 44
10) PROVISIONS OF THE ARTICLES OF ASSOCIATION RELATING TO SHARE CAPITAL
45
MANAGEMENT DISCUSSION AND ANALYSIS
46
1) ANALYSIS OF REVENUE AND EARNINGS
46
2) SIGNIFICANT POST-CLOSING EVENTS
50
3) RISK FACTORS
51
4) OTHER STATUTORY DISCLOSURES
56
2
SOCIAL, ENVIRONMENTAL AND SOCIETAL RESPONSIBILITY
60
1) SOCIAL INFORMATION
60
2) ENVIRONMENTAL INFORMATION
66
3) SOCIETAL INFORMATION
69
FINANCIAL STATEMENTS AND NOTES
70
1) CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
70
2) AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
111
3) PARENT COMPANY FINANCIAL STATEMENTS AND NOTES
113
4) AUDITORS' REPORT ON THE SEPARATE ANNUAL FINANCIAL STATEMENTS
135 | 3 |
1cons | 61869673.txt_b0 | 61869673.txt | itors' report on the report of the Chairman of the Board of Directors on corporate governance and internal control and the principles for setting the compensation of corporate officers 17 Employees 17.1 Number of employees 17.2 Profit sharing plans and stock options 18 Major shareholders
18.1 Shareholder base
18.2 Ownership thresholds 18.3 Arrangements entailing a change in control of the issuer 19 Related party transactions
20 Financial information on the assets, financial condition and earnings of the issuer
20.1 Group consolidated financial statements 20.2 Separate annual financial statements of Guerbet SA
21 Additional information
21.1 - Share capital 21.2 Memorandum and Articles of Association
22 Material contracts
23 Third-party information and statement by experts and declarations of any interest
14.2 Conflicts of interest 15 Remuneration and benefits
24-25 25-27, 61
24 24 Documents on display 25 Information on holdings
Page
30-36
37-38
7, 56-57, 60, 103 40-41, 56, 61-62, 107
40-41 41 42
107, 137
70-73 113-117
40, 151 42-43, 153-154
N/A N/A 152 20, 110, 134
156
b) Annual financial report
Information
Page
1 Parent company annual financial statements
113-117
2 Consolidated financial statements
70-73
3 Statutory Auditors' report on the annual financial statements
135-136
4 Statutory Auditors' report on the consolidated financial statements
111-112
5 Management Report
46-59
6 Report of the Chairman of the Board of Directors on corporate governance and internal control and the principles for setting the compensation of corporate officers
30-36
7 Statutory Auditors' report prepared in accordance with article L.225-235 of the French Commercial Code on the report of the Chairman of the Board of Director
8 Auditors' fees
37-38 109
9 Responsibility statement
150
157
www.guerbet.com
15 rue des Vanesses Zone Industrielle Paris Nord II 93420 Villepinte France
| 4 |
1cons | 61869673.txt_b1 | 61869673.txt | group.com
155
8) Concordance tables a) European Prospectus directive
Headings
1 Persons responsible
2 Statutory auditors
Page
150
151
3 Selected financial information
7
4 Risk factors 5 Information about the Issuer 5.1 History and development of the Issuer 5.2 Investments 6 Business overview 7 Organisational structure
7.1 Management
7.2 List of subsidiaries
51-55
6 14 8-13
19 20
8 Property, plant and Equipment
20
9 Operating and financial review
10 Capital resources
11 Research and development, patents and licenses
12 Trend information
13 Profit forecasts or estimates 14 Administrative, management, and supervisory bodies and senior management
46-48 7, 48 15-18
49 49
14.1 Administrative and management bodies
19, 22-24
Headings
16 Board practices
16.1 Report of the Chairman of the Board of Directors on corporate governance and internal control and the principles for setting the compensation of corporate officers
16.2 Statutory Auditors' report on the report of the Chairman of the Board of Directors on corporate governance and internal control and the principles for setting the compensation of corporate officers 17 Employees 17.1 Number of employees 17.2 Profit sharing plans and stock options 18 Major shareholders
18.1 Shareholder base
18.2 Ownership thresholds 18.3 Arrangements entailing a change in control of the issuer 19 Related party transactions
20 Financial information on the assets, financial condition and earnings of the issuer
20.1 Group consolidated financial statements 20.2 Separate annual financial statements of Guerbet SA
21 Additional information
21.1 - Share capital 21.2 Memorandum and Articles of Association
22 Material contracts
23 Third-party information and statement by experts and declarations of any interest
14.2 Conflicts of interest 15 Remuneration and benefits
24-25 25-27, 61
24 24 Documents on display 25 Information on holdings
Page
30-36
37-38
7, 56-57, 60, 103 40-41, 56, 61-62, 107
40-41 41 42
107, 137
| 5 |
1cons | 60884032.txt_0 | 60884032.txt | 2
Ladies and Gentlemen,
last year was a record one for Bank Zachodni WBK. In that period our PBT totalled PLN 745,2 m, and PAT was PLN 592,8 m. Against 2005 this represents a growth by 33,1 % and 32,9 % respectively.
This success was driven by a number of reasons the key one being the commitment and competence of the bank's staff. Professional Staff Attitude Surveys that have been already carried out for a few years unambiguously indicate that every year our work satisfaction and commitment keep growing, strategic management and leadership are rated higher and higher while the "Customer Focus and Strategy" is the highest rated category. In 2006, the outcome of internal customer satisfaction survey significantly improved. This proves that BZWBK staff are happy about their jobs and well motivated to achieve subsequent successes. In this context it should not come as a surprise that Bank Zachodni WBK became one of the "Dream Employers" being the best of commercial banks in a nationwide ranking. In 2006, we were awarded the "Investor in People" emblem which truly reflects how we continuously strive to upgrade skills and qualifications of Bank Zachodni WBK staff.
As the level of professionalism and commitment of our staff is high the bank has the ability to respond to growing and changing customer needs. In 2006 we had a lot of achievements in this area. We were the first bank in Poland to comprehensively replace payment cards as a result of which our customers use microprocessor cards the safest technology of today that protects interests of card holders. Last year, our mobile sales network was launched and the relationship with credit agents started. We also started to develop a new ATM network in a unique way on the Polish market.
Last year Bank Zachodni WBK offered a number of modern products to customers to include cobranded credit cards, new accounts for customers working or travelling abroad, saving accounts and bancassurance products. Innovation and the ability to satisfy customer needs produce primarily business results but are also appreciated by institutions that monitor the market. Last year we received another trophy to be added to our collection the title of the "Pearls of Polish Economy" awarded by the Economic Science Institute of the Polish Academy of Science. In 2006, we became one of very few banks who achieved ISO certification, and in terms of the number of certified processes we are unquestionable leader in the Polish banking sector. All these things indicate high quality of | 0 |
1cons | 60884032.txt_1 | 60884032.txt | As the level of professionalism and commitment of our staff is high the bank has the ability to respond to growing and changing customer needs. In 2006 we had a lot of achievements in this area. We were the first bank in Poland to comprehensively replace payment cards as a result of which our customers use microprocessor cards the safest technology of today that protects interests of card holders. Last year, our mobile sales network was launched and the relationship with credit agents started. We also started to develop a new ATM network in a unique way on the Polish market.
Last year Bank Zachodni WBK offered a number of modern products to customers to include cobranded credit cards, new accounts for customers working or travelling abroad, saving accounts and bancassurance products. Innovation and the ability to satisfy customer needs produce primarily business results but are also appreciated by institutions that monitor the market. Last year we received another trophy to be added to our collection the title of the "Pearls of Polish Economy" awarded by the Economic Science Institute of the Polish Academy of Science. In 2006, we became one of very few banks who achieved ISO certification, and in terms of the number of certified processes we are unquestionable leader in the Polish banking sector. All these things indicate high quality of our services. Undoubtedly, the bank's last year's success was also driven by objective factors such as the conditions of the Polish economy. In 2006, inflation was kept at a low level and the GDP growth rate amounted to 5.8% which was higher than expected by majority of analysts. It seems that the best summary of the last year is the growth in BZWBK share price on Warsaw Stock Exchange that increased from PLN 141.50 on the last day of 2005 to PLN 225 on 29 December 2006. This represents an over 59% growth as in the same period WIG 20 grew by only 23.75%.
The 2006 success and strong foundations that ensure success in the years to come mobilise us to face new business challenges but also make us sensitive to social issues. Our charity activity addressed to
3
disadvantaged children is spreading wider and wider. In 2006, the number of our scholarship holders increased and so did the number of children learning English and number of children who went on summer and winter camps organised by us. In 2006 we spent PLN 2.4m on charity. Our intention is to increase this amount as we are of the opinion that our obligation is to share the success with those who deserve support. This is | 1 |
1cons | 60884032.txt_2 | 60884032.txt | our services. Undoubtedly, the bank's last year's success was also driven by objective factors such as the conditions of the Polish economy. In 2006, inflation was kept at a low level and the GDP growth rate amounted to 5.8% which was higher than expected by majority of analysts. It seems that the best summary of the last year is the growth in BZWBK share price on Warsaw Stock Exchange that increased from PLN 141.50 on the last day of 2005 to PLN 225 on 29 December 2006. This represents an over 59% growth as in the same period WIG 20 grew by only 23.75%.
The 2006 success and strong foundations that ensure success in the years to come mobilise us to face new business challenges but also make us sensitive to social issues. Our charity activity addressed to
3
disadvantaged children is spreading wider and wider. In 2006, the number of our scholarship holders increased and so did the number of children learning English and number of children who went on summer and winter camps organised by us. In 2006 we spent PLN 2.4m on charity. Our intention is to increase this amount as we are of the opinion that our obligation is to share the success with those who deserve support. This is the last annual report of Bank Zachodni WBK signed by me. After 11 years of managing first Wielkopolski Bank Kredytowy, and then Bank Zachodni WBK, I am retiring leaving the company in a great shape that will serve as a basis for excellent performance going forward. I would like to thank the staff, members of the Management Board and Supervisory Board, customers and investors for the excellent relationship over that period that finds its reflection in today's position of Bank Zachodni WBK.
4
Table of contents
Table of contents.......................................................................................................................... 5 1. Income statement of Bank Zachodni WBK S.A........................................................................... 7 2. Balance sheet of Bank Zachodni WBK S.A................................................................................ 8 3. Movements in equity of Bank Zachodni WBK S.A....................................................................... 9 4. Cash flow statement of Bank Zachodni WBK S.A......................................................................10
Additional notes to financial statement of Bank Zachodni WBK S.A.................................11 5. General information about the issuer.......................................................................................11 6. Significant accounting policies applied in Bank Zachodni WBK S.A. | 2 |
1cons | 60884032.txt_3 | 60884032.txt | the last annual report of Bank Zachodni WBK signed by me. After 11 years of managing first Wielkopolski Bank Kredytowy, and then Bank Zachodni WBK, I am retiring leaving the company in a great shape that will serve as a basis for excellent performance going forward. I would like to thank the staff, members of the Management Board and Supervisory Board, customers and investors for the excellent relationship over that period that finds its reflection in today's position of Bank Zachodni WBK.
4
Table of contents
Table of contents.......................................................................................................................... 5 1. Income statement of Bank Zachodni WBK S.A........................................................................... 7 2. Balance sheet of Bank Zachodni WBK S.A................................................................................ 8 3. Movements in equity of Bank Zachodni WBK S.A....................................................................... 9 4. Cash flow statement of Bank Zachodni WBK S.A......................................................................10
Additional notes to financial statement of Bank Zachodni WBK S.A.................................11 5. General information about the issuer.......................................................................................11 6. Significant accounting policies applied in Bank Zachodni WBK S.A.............................................12 7. Risk Management...................................................................................................................26 8. Net interest income................................................................................................................43 9. Net fee and commission income..............................................................................................44 10. Dividend income.....................................................................................................................44 11. Foreign exchange profit..........................................................................................................44 12. Gain (losses) on hedge accounting activities............................................................................45 13. Gain (losses) from financial instruments measured at fair value through profit and loss..............45 14. Gain (losses) from investment in securities..............................................................................45 15. Gain (losses) on sale of subsidiaries and associates..................................................................45 16. Other operating income..........................................................................................................45 17. Impairment losses on loans and advances...............................................................................46 18. Employee costs......................................................................................................................46 19. General and administrative expenses.......................................................................................46 20. Other operating costs.............................................................................................................46 21. Income tax charge.................................................................................................................47 22. Earning per share...................................................................................................................47 23. Cash and balances with central bank.......................................................................................47 24. Loans and advances to bank...................................................................................................48 25. Financial instruments at fair value through profit and loss account............................................48 26. Derivative financial instruments................................................................ | 3 |
1cons | 60884032.txt_b0 | 60884032.txt | ,942 -
96,513,628 93,489,545 2,701,125 322,958 2,359,361 2,305,717 51,710 1,934 939,250 616,502 322,748 -
100,957,181
52
XI. Representations of the Management Board
Corporate Governance x
According to its statement issued in the current report no. 54/2006 of 28 June 2006, Bank Zachodni WBK S.A. complies with all the corporate governance principles defined in Best Practice in Public Companies in 2005 and introduced by Resolution No. 44/1062/2004 of the Warsaw Stock Exchange Board.
True and Fair Presentation of the Financial Statements x
According to the Management Board's best knowledge and belief, the financial figures and the comparable data presented in the Consolidated Financial Statements of Bank Zachodni WBK Group for 2006 were prepared in keeping with the applicable accounting policies and give a true and fair view of the assets and profit of Bank Zachodni WBK Group. The Management Board's Report contained in this document shows a true picture of the Group's development, achievements and position (including the underlying risks) in 2006.
Selection of Auditor x
The firm responsible for auditing the consolidated annual financial statements of Bank Zachodni WBK Group was selected in compliance with the applicable legislation. The auditing firm and its auditors satisfied the necessary conditions to ensure they provide an unbiased and independent opinion compliant with the Polish law.
Date
Name
Position
19-02-2007
Jacek Kse
President
19-02-2007
Declan Flynn
Member of the Board
19-02-2007 Michal Gajewski Member of the Board
19-02-2007 Justyn Konieczny Member of the Board
19-02-2007 Janusz Krawczyk Member of the Board
19-02-2007 Jacek Marcinowski Member of the Board
19-02-2007 Mateusz Morawiecki Member of the Board
19-02-2007 James Murphy
Member of the Board
19-02-2007
Marcin Prell
Member of the Board
19-02-2007 Feliks Szyszkowiak Member of the Board
Signature
53
| 4 |
1cons | 60884032.txt_b1 | 60884032.txt | 149,928 -
7,211,350
4,926,882 4,173,174 4,119,142
912,753 3,024,923
181,466 54,032
1,570 52,462
753,708
62,781 686,077
4,850 268,153
268,153 -
5,195,035
Derivatives' nominal values
1. Term derivatives (hedging) financial institutions non-financial institutions budget sector
2. Term derivatives (trading) financial institutions non-financial institutions budget sector
3. Currency transactions spot financial institutions non-financial institutions budget sector
4. Derivatives non-stock market options financial institutions non-financial institutions budget sector
Total
31-12-2006
1,486,018 1,486,018 -
135,555,909 130,147,596 5,104,080 304,233 3,850,694 3,813,533 32,323 4,838 918,168 543,528 374,640 -
141,810,789
31-12-2005
1,144,942 1,144,942 -
96,513,628 93,489,545 2,701,125 322,958 2,359,361 2,305,717 51,710 1,934 939,250 616,502 322,748 -
100,957,181
52
XI. Representations of the Management Board
Corporate Governance x
According to its statement issued in the current report no. 54/2006 of 28 June 2006, Bank Zachodni WBK S.A. complies with all the corporate governance principles defined in Best Practice in Public Companies in 2005 and introduced by Resolution No. 44/1062/2004 of the Warsaw Stock Exchange Board.
True and Fair Presentation of the Financial Statements x
According to the Management Board's best knowledge and belief, the financial figures and the comparable data presented in the Consolidated Financial Statements of Bank Zachodni WBK Group for 2006 were prepared in keeping with the applicable accounting policies and give a true and fair view of the assets and profit of Bank Zachodni WBK Group. The Management Board's Report contained in this document shows a true picture of the Group's development, achievements and position (including the underlying risks) in 2006 | 5 |
1cons | 60472826.txt_0 | 60472826.txt | 2004
Group Financial Report For Year Ended January 31 2004
UA Group plc
Officers and Professional Advisers
COMPANY REGISTRATION NUMBER :
37130
REGISTERED OFFICE :
Perth Agricultural Centre East Huntingtower Perth PH1 3JJ
NOMINATED ADVISER :
Charles Stanley & Company Limited 25 Luke Street London EC2A 4AR
NOMINATED BROKER :
Charles Stanley & Company Limited 25 Luke Street London EC2A 4AR
REGISTRARS AND TRANSFER OFFICE:
Lloyds TSB Registrars Scotland PO Box 28448 Finance House Orchard Brae Edinburgh EH4 1WQ
DIRECTORS :
The Hon Peregrine Moncreiffe (Non-Executive Chairman) David Danson (Chief Executive) J Suzanne Grahame (Finance Director) H David Leggat (Marketing Director) The Hon Joanna Davidson (Non-Executive) The Earl of Lindsay (Non-Executive) Colin Mitchell (Non-Executive) John Wight (Non-Executive)
SECRETARY :
Burness
BANKERS :
Bank of Scotland New Uberior House 11 Earl Grey Street Edinburgh EH3 9BN
SOLICITORS :
Burness 50 Lothian Road Festival Square Edinburgh EH3 9WJ
AUDITORS :
Grant Thornton Registered Auditors Chartered Accountants 1-4 Atholl Crescent Edinburgh EH3 8LQ
UA Group plc
Group Financial Report
2004 YEAR ENDED 31 JANUARY
Contents
Page 1
Description of Business
Page 2
Board of Directors
Page 4
Notice of Meeting
Page 8
Appendix to Notice of Meeting
Page 10
Chairman's Statement
Page 12
Chief Executive's Report
Page 14
Finance Director's Review
Page 16
Directors' Report
Page 18
Statement of Directors' Responsibilities
Page 19
Corporate Governance
Page 21
Report of the Independent Auditors
Page 22
Consolidated Profit and Loss Account
Page 22
Consolidated Statement of Total Recognised Gains and Losses
Page 23
Consolidated Balance Sheet | 0 |
1cons | 60472826.txt_1 | 60472826.txt |
Bank of Scotland New Uberior House 11 Earl Grey Street Edinburgh EH3 9BN
SOLICITORS :
Burness 50 Lothian Road Festival Square Edinburgh EH3 9WJ
AUDITORS :
Grant Thornton Registered Auditors Chartered Accountants 1-4 Atholl Crescent Edinburgh EH3 8LQ
UA Group plc
Group Financial Report
2004 YEAR ENDED 31 JANUARY
Contents
Page 1
Description of Business
Page 2
Board of Directors
Page 4
Notice of Meeting
Page 8
Appendix to Notice of Meeting
Page 10
Chairman's Statement
Page 12
Chief Executive's Report
Page 14
Finance Director's Review
Page 16
Directors' Report
Page 18
Statement of Directors' Responsibilities
Page 19
Corporate Governance
Page 21
Report of the Independent Auditors
Page 22
Consolidated Profit and Loss Account
Page 22
Consolidated Statement of Total Recognised Gains and Losses
Page 23
Consolidated Balance Sheet
Page 24
Company Balance Sheet
Page 25
Consolidated Cash Flow Statement
Page 26
Principal Accounting Policies
Page 28
Notes to the Financial Statements
Page 48
Consolidated Profit and Loss Accounts ^ Six Year Summary
UA Group plc
Description of Business
Page 1
PROPERTY DIVISION The base of this Division was the Group's extensive land holdings extending to over 1,500 acres, mainly comprising sites situated in and around the towns where the Group operates or operated livestock marts. The majority of the sites are in the Perth, Stirling, Inverness and Oban areas. In addition the Group also has interests in Aberdeenshire, Caithness, Sutherland, Ross-shire and Argyll.
The Division was formally constituted four years ago. Initially it concentrated on adding value to the Group's existing sites by obtaining planning consents for development but now has a wide portfolio of investments at different stages of development. It is also now realising income streams through rentals and disposals, as well as trading profits from businesses such as the Petrol Filling Station at Kildean which are operated by the Group on various premises. | 1 |
1cons | 60472826.txt_2 | 60472826.txt |
Page 24
Company Balance Sheet
Page 25
Consolidated Cash Flow Statement
Page 26
Principal Accounting Policies
Page 28
Notes to the Financial Statements
Page 48
Consolidated Profit and Loss Accounts ^ Six Year Summary
UA Group plc
Description of Business
Page 1
PROPERTY DIVISION The base of this Division was the Group's extensive land holdings extending to over 1,500 acres, mainly comprising sites situated in and around the towns where the Group operates or operated livestock marts. The majority of the sites are in the Perth, Stirling, Inverness and Oban areas. In addition the Group also has interests in Aberdeenshire, Caithness, Sutherland, Ross-shire and Argyll.
The Division was formally constituted four years ago. Initially it concentrated on adding value to the Group's existing sites by obtaining planning consents for development but now has a wide portfolio of investments at different stages of development. It is also now realising income streams through rentals and disposals, as well as trading profits from businesses such as the Petrol Filling Station at Kildean which are operated by the Group on various premises.
The Division holds one investment property, a 27,000 sq ft retail warehouse at Huntingtower Park, Perth, which is let to Dobbies Garden Centres.
It is anticipated that this Division will become the largest contributor to the Group's profits.
MACDONALD FRASER (PROPERTY SERVICES DIVISION) Macdonald Fraser is the Group's firm of Chartered Surveyors. It was set up three years ago and currently employs four professional staff.
In addition to farm and estate sales and related services, Macdonald Fraser has also moved into the property development sector, not only as adviser to UA's own Property Division but also for a growing list of largely urban-based blue chip corporate clients.
Macdonald Fraser's unique positioning comes from its ability to create synergies with the Group's other two operating Divisions to the benefit of all its clients, both internal and external.
LIVESTOCK MARKETING DIVISION Livestock marketing was the Group's original business and remains one of three core Divisions to the present day. It offers a comprehensive livestock marketing service throughout Scotland and beyond.
The Division's flexible and responsive approach to the changes being brought about by agricultural reform has strengthened its ability to trade profitably in a | 2 |
1cons | 60472826.txt_3 | 60472826.txt |
The Division holds one investment property, a 27,000 sq ft retail warehouse at Huntingtower Park, Perth, which is let to Dobbies Garden Centres.
It is anticipated that this Division will become the largest contributor to the Group's profits.
MACDONALD FRASER (PROPERTY SERVICES DIVISION) Macdonald Fraser is the Group's firm of Chartered Surveyors. It was set up three years ago and currently employs four professional staff.
In addition to farm and estate sales and related services, Macdonald Fraser has also moved into the property development sector, not only as adviser to UA's own Property Division but also for a growing list of largely urban-based blue chip corporate clients.
Macdonald Fraser's unique positioning comes from its ability to create synergies with the Group's other two operating Divisions to the benefit of all its clients, both internal and external.
LIVESTOCK MARKETING DIVISION Livestock marketing was the Group's original business and remains one of three core Divisions to the present day. It offers a comprehensive livestock marketing service throughout Scotland and beyond.
The Division's flexible and responsive approach to the changes being brought about by agricultural reform has strengthened its ability to trade profitably in a sector that is generally under pressure. It offers a wide range of trading options through a dedicated and technically proficient team working in key locations and supported by a network of marketing facilities.
The Perth Bull Sales, which are held twice a year, are the largest sales of pedigree cattle in Europe, attract interest from all over the world and remain an important shop window for the beef industry.
UA Group plc
Page 2
Board of Directors
The Hon Peregrine Moncreiffe ^ Non-Executive Chairman Peregrine had been associated with UA as both a customer and shareholder for a number of years before joining the Board in 1998 and becoming Chairman shortly thereafter. After reading Modern History at Oxford, his career has been principally in international investment banking. He was an Executive Director of Credit Suisse First Boston and Managing Director of Lehman Brothers in New York and E F Hutton & Co in London, before leaving to set up Buchanan Capital Management in 1990. He is currently a Director of Metage Capital. Peregrine is a former Royal Commissioner on Ancient and Historical Monuments of Scotland and former Chairman of Scottish Ballet.
David Danson ^ Chief Executive David has a degree in veterinary medicine from Liverpool University and received his business education at Cran | 3 |
1cons | 60472826.txt_b0 | 60472826.txt | )
719,579 71,279
(369,763)
(780,528) 86,280
(298,771)
170,736 2,715,965 113,148 158,459 (315,054) (287,942)
(252,741) 166,781 (539,879)
Profit/(loss) on ordinary activities
Tax
496,662 421,095 (993,019) (31,170) 2,586,482 (625,839)
(74,694) (91,235) 52,160
62,923 (239,903) (4,810)
Profit/(loss) after tax Minority interest
421,968 329,860 (940,859)
(31,475)
2,451
63,314
31,753 2,346,579 (630,649)
(6,234) (28,042)
4,563
Dividend
390,493 332,311 (877,545) 25,519 2,318,537 (626,086) (170,866) (169,922) (169,259) (170,004) (172,456) (155,213)
Retained profit/(loss)
219,627 162,389 (1,046,804) (144,485) 2,146,081 (781,299)
Dividend per ShareöOrdinary
5p
5p
5p
5p
5p
4.62p
The 2000 figures have been restated for the restatement of comparative figures made in 2001. For earlier years the figures have not been restated as the required information is not readily available.
The 2002 figures reflect the impact of Foot and Mouth Disease (FMD) during the year.
This page does not form part of the statutory financial statements and consequently has not been audited.
Pillans & Waddies, Edinburgh. 75634
UA Group plc Perth Agricultural Centre
Huntingtower Park Perth PH1 3JJ
Tel: 01738 626183 Fax: 01738 474160 www.uagroup.co.uk
| 4 |
1cons | 60472826.txt_b1 | 60472826.txt | 2,235,276 2,102,155 1,487,078 (2,356,860) (2,303,470) (2,377,029) (2,760,896) (2,591,876) (2,564,753)
383,964 382,083 298,035 567,902 325,132 287,694
Operating profit/(loss) Share of profit/(loss) of
associated companies Gain on disposal of tangible
fixed assets Gain/(loss) on disposal of
investment
140,720 231,857 (730,827) 42,282 (164,589) (789,981)
ö
ö
(9,953)
3,109
34,412
(3,191)
581,198 473,796
ö 125,345 2,846,142 540,431
25,516
13,926 (39,748)
ö
ö
ö
Profit/(loss) before interest Interest receivable Interest payable
747,434 16,794
(267,566)
719,579 71,279
(369,763)
(780,528) 86,280
(298,771)
170,736 2,715,965 113,148 158,459 (315,054) (287,942)
(252,741) 166,781 (539,879)
Profit/(loss) on ordinary activities
Tax
496,662 421,095 (993,019) (31,170) 2,586,482 (625,839)
(74,694) (91,235) 52,160
62,923 (239,903) (4,810)
Profit/(loss) after tax Minority interest
421,968 329,860 (940,859)
(31,475)
2,451
63,314
31,753 2,346,579 (630,649)
(6,234) (28,042)
4,563
Dividend
390,493 332,311 (877,545) 25,519 2,318,537 | 5 |
1cons | 60338156.txt_0 | 60338156.txt | Annual Report 2001/02
Customer Benefits
Comfort, quality of life and total customer service, constitute the central messages of EVN advertising campaigns carried in various Lower Austrian media during the past financial year. Irrespective of whether the topic was the reliable supply of electricity, gas, heat, water or telecommunications, the environment-friendly generation of electricity and heat from renewable energy sources, or the comprehensive and individual customer service provided by the 26 EVN Customer Centres, the central message remained the same, "EVN is always there for you".
As a multi-service utility with an extensive, competitively priced range on a one-stop-shop basis, EVN is a guarantor for the supply of public and infrastructure services in both Lower Austria and beyond. This message was communicated by means of various advertisements and posters, which differed according to the target group. However, customers at the centre of every advertisement, as their individual and tailor-made support constitute a central EVN concern.
Individual motifs from these campaigns were also the inspiration for the illustrations contained in this Annual Report. Once again, the Austrian artist, and graphic designer, Alexander Rendi, has provided his quite traditional, creative interpretations of current EVN advertising. As is the case with EVN activities, the main focus is on people, i.e. customers. Expressive images of people in various day-to-day situations underline EVN's central claim to supply optimum and comprehensive services to its customers.
Contents
Key figures Group chart Company profile Highlights 2001/02 80 years of customer service and shareholder value creation
Foreword Corporate bodies The EVN Group strategy
EVN a multi-service utility EVN a partner in the restructuring of the Austrian energy market The EVN share Human resources The 2001/02 financial year in detail Management Report
Legal framework General economic and energy sector climate Overall business development Research and Development Outlook The individual business areas Electricity Gas Heating Water Waste incineration Supplementary services Investments in energy companies Consolidated financial statements according to IAS Balance sheet Income statement Cash flow statement Changes in equity EVN Group investments Notes Auditors' Report Report of the Supervisory Board
Key figures Group chart
front flap front flap
2 3
4 6 8 10 13 19 24 27
29 31 33 39 40 41 42 45 47 49 52 53 57 60 62 63 64 65 66 68 88
89
Key figures
Electricity
Electricity sales
GWh
Electricity revenues | 0 |
1cons | 60338156.txt_1 | 60338156.txt | EVN activities, the main focus is on people, i.e. customers. Expressive images of people in various day-to-day situations underline EVN's central claim to supply optimum and comprehensive services to its customers.
Contents
Key figures Group chart Company profile Highlights 2001/02 80 years of customer service and shareholder value creation
Foreword Corporate bodies The EVN Group strategy
EVN a multi-service utility EVN a partner in the restructuring of the Austrian energy market The EVN share Human resources The 2001/02 financial year in detail Management Report
Legal framework General economic and energy sector climate Overall business development Research and Development Outlook The individual business areas Electricity Gas Heating Water Waste incineration Supplementary services Investments in energy companies Consolidated financial statements according to IAS Balance sheet Income statement Cash flow statement Changes in equity EVN Group investments Notes Auditors' Report Report of the Supervisory Board
Key figures Group chart
front flap front flap
2 3
4 6 8 10 13 19 24 27
29 31 33 39 40 41 42 45 47 49 52 53 57 60 62 63 64 65 66 68 88
89
Key figures
Electricity
Electricity sales
GWh
Electricity revenues
EUR m
Gas
Gas consumption
m m3
Gas sales
m m3
Gas revenues
EUR m
Heating
Heating sales
GWh
Heating revenues
EUR m
Water3)
Water sales
m m3
Water revenues
EUR m
Company as a whole (IAS)
Sales revenues
EUR m
Average no. of
employees
No.
Balance sheet total
EUR m
Investments in tangible
assets
EUR m
Share capital
EUR m
Equity
EUR m
Cash flow from operations
EUR m
EBITDA
EUR m
Result before tax
EUR m
Net result
EUR m
Earnings/share
EUR
Return on Equity (ROE) %
Return on Capital
Employed (ROCE)
%
Dividend/share
EUR
Book value/share
EUR
| 1 |
1cons | 60338156.txt_2 | 60338156.txt |
EUR m
Gas
Gas consumption
m m3
Gas sales
m m3
Gas revenues
EUR m
Heating
Heating sales
GWh
Heating revenues
EUR m
Water3)
Water sales
m m3
Water revenues
EUR m
Company as a whole (IAS)
Sales revenues
EUR m
Average no. of
employees
No.
Balance sheet total
EUR m
Investments in tangible
assets
EUR m
Share capital
EUR m
Equity
EUR m
Cash flow from operations
EUR m
EBITDA
EUR m
Result before tax
EUR m
Net result
EUR m
Earnings/share
EUR
Return on Equity (ROE) %
Return on Capital
Employed (ROCE)
%
Dividend/share
EUR
Book value/share
EUR
2001/02
8,6242) 556.5
2,317 1,8952) 417.2
786 36.5
24.0 18.7
1,113.9
2,199 2,803.9
161.7 91.1
1,041.1
263.9 250.0 137.6
89.5 2.39
8.7
6.1 0.706) 27.7
2000/01
7,7732) 549.2
1,589 1,322 343.8
721 34.1
23.4 17.7
1,014.7
2,204 2,498.6
157.7 91.1
1,013.0
190.1 243.8 126.3
87.8 2.56
9.4
6.4 0.70 29.5
1999/00
8,8262) 592.3
1,609 1,336 254.9
712 26.8
24.1 17.5
948.1
2,221 2,215.0
177.3 82.9
849 | 2 |
1cons | 60338156.txt_3 | 60338156.txt | 2001/02
8,6242) 556.5
2,317 1,8952) 417.2
786 36.5
24.0 18.7
1,113.9
2,199 2,803.9
161.7 91.1
1,041.1
263.9 250.0 137.6
89.5 2.39
8.7
6.1 0.706) 27.7
2000/01
7,7732) 549.2
1,589 1,322 343.8
721 34.1
23.4 17.7
1,014.7
2,204 2,498.6
157.7 91.1
1,013.0
190.1 243.8 126.3
87.8 2.56
9.4
6.4 0.70 29.5
1999/00
8,8262) 592.3
1,609 1,336 254.9
712 26.8
24.1 17.5
948.1
2,221 2,215.0
177.3 82.9
849.9
207.0 255.3 127.4
94.5 2.78 11.3
7.5 0.73 25.0
1998/99
6,193 558.7
1,616 1,381 256.7
671 24.3
21.9 16.0
902.4
2,276 2,125.0
212.2 82.9
797.6
289.1 236.4 301.1 187.0 5.504)
7.75)
6.05) 0.734) 23.34)
1997/981)
6,384 593.4
1,762 1,389 261.0
573 21.1
22.0 15.5
917.2
2,416 2,472.2
206.1 82.8
1,006.7
215.5 229.2 117.3
81.7 2.404)
8.5
6.7 0.734) 29.44)
1) Due to the change in the balance sheet date from August 31 to September 30, the 1997/98 financial | 3 |
1cons | 60338156.txt_b0 | 60338156.txt | �KO-CERT AUSTRIA Environmental Auditing Association
Franz W. Mayer m.p. Judicially accredited expert
for air, waste and industrial waste cleanliness
Hans Kolb m.p. Judicially accredited expert for mining and metallurgy
Georg Schörner m.p. Judicially accredited expert for ecology and environmental
compatibility
60
Verifiers' Report
We were instructed by EVN AG to verify the figures contained in the EVN AG Corporate Responsibility Report for the 2001/02 financial year. The Corporate Responsibility Report itself is the responsibility of the EVN AG management.
On the basis of the assignment allocated to us, we express the following opinion:
The financial figures contained in the "Economy" section of this report are taken from the consolidated financial statements of EVN AG as at September 30, 2002, September 30, 2001 and September 30, 2000, which were prepared in accordance with the International Accounting Standards and received our unqualified auditor's opinion. The financial data in the afore mentioned section is correctly repeated.
In addition, we would like to point out that for an understanding of the financial figures, the consolidated financial statements of EVN AG for the 2001/02 financial year should be read together with the notes to the financial statements.
Vienna, November 26, 2002
KPMG Austria GmbH
Johann Perthold m.p. Chartered accountant
and tax consultant
Peter Honzak m.p. Chartered accountant
and tax consultant
EVN AG
Head Office
EVN Platz A-2344 Maria Enzersdorf Phone +43 2236 200-0 Fax +43 2236 200-2030
Investor Relations
Georg Waldner Phone +43 2236 200-12718 Fax +43 2236 200-82718 investor.relations@evn.at
Environmental and Safety Department
Hans-Georg Rych Phone +43 2236 200-12526 Fax +43 2236 200-82526 umweltcontrolling@evn.at
Human Resources Department
Karl Huber Phone +43 2236 200-12092 Fax +43 2236 200-84714 karl.huber@evn.at
Informationen on the Internet
www.evn.at www.investor.evn.at (NEW!)
| 4 |
1cons | 60338156.txt_b1 | 60338156.txt | transformer stations in order to provide this threatened species with possibilities for breeding. As a result of the modern design of farm buildings and the increasing number of closed church attics, barn owls find it virtually impossible to discover "natural" nesting sites. The EVN transformer stations represent an ideal alternative for the barn owls as civilisation commensals, not only due to their height, but also their general proximity to developed areas, which offers plentiful opportunities for mouse hunting. The first nesting boxes were put in place at the end of September 2002.
Statement of the environmental auditors
As environmental auditors accredited in accordance with Section I of the Environmental Management Act (UMG) pursuant to the Directive 92.770/233-IX/I/96 from December 17, 1996, subsequently 92.770-IV/9/00 from March 9, 2000 (BMwA), we have examined the content of the "Ecology" and "Society" sections of the EVN Sustainability Report which relates to the period from October 1, 2001 to September 30, 2002, and following random sampling and the completion of an audit on November 18, 2002 can verify both the content and the derivative sustainable effects.
Vienna, November 18, 2002
ÖKO-CERT AUSTRIA Environmental Auditing Association
Franz W. Mayer m.p. Judicially accredited expert
for air, waste and industrial waste cleanliness
Hans Kolb m.p. Judicially accredited expert for mining and metallurgy
Georg Schörner m.p. Judicially accredited expert for ecology and environmental
compatibility
60
Verifiers' Report
We were instructed by EVN AG to verify the figures contained in the EVN AG Corporate Responsibility Report for the 2001/02 financial year. The Corporate Responsibility Report itself is the responsibility of the EVN AG management.
On the basis of the assignment allocated to us, we express the following opinion:
The financial figures contained in the "Economy" section of this report are taken from the consolidated financial statements of EVN AG as at September 30, 2002, September 30, 2001 and September 30, 2000, which were prepared in accordance with the International Accounting Standards and received our unqualified auditor's opinion. The financial data in the afore mentioned section is correctly repeated.
In addition, we would like to point out that for an understanding of the financial figures, the consolidated financial statements of EVN AG for the | 5 |
1cons | 61906523.txt_0 | 61906523.txt | FINANCIAL STATEMENTS for the period between 1 January and 31 December 2012
19 MARCH 2013
Financial Statements of ACTION S.A. for the financial year between 1 January and 31 December 2012 (all amounts given in thousand zloty unless indicated otherwise)
Table of Contents
I. Statement of the Management Board concerning the accuracy of the Annual Financial Statements......................................................................................................................................... 4 II. Statement of the Management Board on the entity entitled to audit the Financial Statements......................................................................................................................................... 5 III. Annual Financial Statements prepared in accordance with the International Financial Reporting Standards for the period between 1 January 2012 and 31 December 2012........ 6
Statement of Comprehensive Income........................................................................................8 Statement of Financial Position.................................................................................................. 9 Statement of Changes in Equity............................................................................................... 10 Cash Flow Statement................................................................................................................. 11 Notes to the Financial Statements............................................................................................12
1. General Information...................................................................................................... 12 2. Approved principles of preparing the Financial Statements...................................14 Property, plant and equipment.............................................................................................. 20 Intangible assets......................................................................................................................20 Borrowing costs....................................................................................................................... 20 Investment property................................................................................................................ 21 Impairment of non-financial assets.......................................................................................21 Financial instruments..............................................................................................................21 Derivatives................................................................................................................................ 24 Inventory................................................................................................................................... 24 Cash and cash equivalents....................................................................................................24 Share capital............................................................................................................................ 24 Lease......................................................................................................................................... 24 Employee benefits...................................................................................................................24 Provisions................................................................................................................................. 25 Sales revenues........................................................................................................................ 25 Operating expenses................................................................................................................25 Other operating revenues and expenses............................................................................ 25 Financial expenses................................................................................................................. 25 Income tax................................................................................................................................ 25 Net profit per share................................................................................................................. 26 3. Professional assessment of the Management Board, estimates and assumptions............................................................................................................................. 26 4. Business mergers......................................................................................................... 27 5. Redemption of subsidiary shares............................................................................... 27 6. Information about operating segments...................................................................... 27
Page 2
Financial Statements of ACTION S.A. for the financial year between 1 January and 31 December 2012 (all amounts given in thousand zloty unless indicated otherwise)
7. Revenues and expenses............................................................................................. 28 8. Income tax......................................................................................................................30 9. Social assets and the Employee Benefits Fund.......................................................32 10. Profit per share.............................................................................................................. 33 11. Dividend per share........................................................................................................33 12. Property, plant and equipment....................................................................................34 13. Intangible assets................................................................................................ | 0 |
1cons | 61906523.txt_1 | 61906523.txt | ................................................................ 24 Inventory................................................................................................................................... 24 Cash and cash equivalents....................................................................................................24 Share capital............................................................................................................................ 24 Lease......................................................................................................................................... 24 Employee benefits...................................................................................................................24 Provisions................................................................................................................................. 25 Sales revenues........................................................................................................................ 25 Operating expenses................................................................................................................25 Other operating revenues and expenses............................................................................ 25 Financial expenses................................................................................................................. 25 Income tax................................................................................................................................ 25 Net profit per share................................................................................................................. 26 3. Professional assessment of the Management Board, estimates and assumptions............................................................................................................................. 26 4. Business mergers......................................................................................................... 27 5. Redemption of subsidiary shares............................................................................... 27 6. Information about operating segments...................................................................... 27
Page 2
Financial Statements of ACTION S.A. for the financial year between 1 January and 31 December 2012 (all amounts given in thousand zloty unless indicated otherwise)
7. Revenues and expenses............................................................................................. 28 8. Income tax......................................................................................................................30 9. Social assets and the Employee Benefits Fund.......................................................32 10. Profit per share.............................................................................................................. 33 11. Dividend per share........................................................................................................33 12. Property, plant and equipment....................................................................................34 13. Intangible assets........................................................................................................... 36 14. Investment property...................................................................................................... 37 15. Financial assets.............................................................................................................38 16. Inventory......................................................................................................................... 40 17. Trade and other receivables........................................................................................ 41 18. Derivative financial instruments.................................................................................. 42 19. Other financial assets...................................................................................................42 20. Cash and cash equivalents......................................................................................... 43 21. Share capital and other capitals................................................................................. 43 22. Provisions for other liabilities and other encumbrances......................................... 45 23. Employee benefit liabilities.......................................................................................... 45 24. Loans and borrowings and other financing liabilities...............................................46 25. Trade and other liabilities.............................................................................................50 26. Hedge accounting......................................................................................................... 50 27. Contingent assets and liabilities................................................................................. 52 28. Transactions with related parties................................................................................52 29. Objectives and principles of financial risk management.........................................54 30. Capital management.................................................................................................... 55 31. Financial instruments.................................................................................................... 56 32. Net cash inflows from operating activity.................................................................... 63 33. Other investment inflows/outflows..............................................................................64 34. Causes of differences between balance sheet changes of certain items and changes following from the Cash Flow Statement.............................................................64 35. Employment structure.................................................................................................. 64 36 | 1 |
1cons | 61906523.txt_2 | 61906523.txt | ........... 36 14. Investment property...................................................................................................... 37 15. Financial assets.............................................................................................................38 16. Inventory......................................................................................................................... 40 17. Trade and other receivables........................................................................................ 41 18. Derivative financial instruments.................................................................................. 42 19. Other financial assets...................................................................................................42 20. Cash and cash equivalents......................................................................................... 43 21. Share capital and other capitals................................................................................. 43 22. Provisions for other liabilities and other encumbrances......................................... 45 23. Employee benefit liabilities.......................................................................................... 45 24. Loans and borrowings and other financing liabilities...............................................46 25. Trade and other liabilities.............................................................................................50 26. Hedge accounting......................................................................................................... 50 27. Contingent assets and liabilities................................................................................. 52 28. Transactions with related parties................................................................................52 29. Objectives and principles of financial risk management.........................................54 30. Capital management.................................................................................................... 55 31. Financial instruments.................................................................................................... 56 32. Net cash inflows from operating activity.................................................................... 63 33. Other investment inflows/outflows..............................................................................64 34. Causes of differences between balance sheet changes of certain items and changes following from the Cash Flow Statement.............................................................64 35. Employment structure.................................................................................................. 64 36. Remuneration for managers and supervisors.......................................................... 65 37. Remuneration for senior management staff............................................................. 65 38. Remuneration for the certified auditor or the entity authorised............................. 66 audit financial statements....................................................................................................... 66 39. Investment outlays incurred and planned................................................................. 66 40. Transactions with managers....................................................................................... 66 41. Events after the balance sheet date.......................................................................... 66
Page 3
Financial Statements of ACTION S.A. for the financial year between 1 January and 31 December 2012 (all amounts given in thousand zloty unless indicated otherwise)
I. Statement of the Management Board concerning the accuracy of the Annual Financial Statements
These Financial Statements and the comparative data have been prepared in order to present the financial standing, activity results and cash flows in accordance with the International Financial Reporting Standards ("IFRS") approved by the EU, issued and binding as of the balance sheet day, while for matters not regulated by these Standards, in accordance with the Accounting Act dated 29 September 1994.
The Annual Financial Statements of ACTION S.A. for the period ending 31 December 2012 comprise: Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Cash Flow Statement and Notes containing a description | 2 |
1cons | 61906523.txt_3 | 61906523.txt | . Remuneration for managers and supervisors.......................................................... 65 37. Remuneration for senior management staff............................................................. 65 38. Remuneration for the certified auditor or the entity authorised............................. 66 audit financial statements....................................................................................................... 66 39. Investment outlays incurred and planned................................................................. 66 40. Transactions with managers....................................................................................... 66 41. Events after the balance sheet date.......................................................................... 66
Page 3
Financial Statements of ACTION S.A. for the financial year between 1 January and 31 December 2012 (all amounts given in thousand zloty unless indicated otherwise)
I. Statement of the Management Board concerning the accuracy of the Annual Financial Statements
These Financial Statements and the comparative data have been prepared in order to present the financial standing, activity results and cash flows in accordance with the International Financial Reporting Standards ("IFRS") approved by the EU, issued and binding as of the balance sheet day, while for matters not regulated by these Standards, in accordance with the Accounting Act dated 29 September 1994.
The Annual Financial Statements of ACTION S.A. for the period ending 31 December 2012 comprise: Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Cash Flow Statement and Notes containing a description of key accounting principles and selected explanatory notes.
Pursuant to the requirements of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and the conditions of regarding information required by the law of a non-member state as equivalent as well as the Ordinance of the Minister of Finance of 3 April 2012 amending the Ordinance on current and periodic information published by issuers of securities and the conditions of regarding information required by the law of a non-member state as equivalent (Dziennik Ustaw [Journal of Laws] of 13 April 2012), the Management Board of ACTION S.A. hereby represents that:
- to the best of their knowledge the Annual Financial Statements and comparative data were prepared in compliance with the applicable accounting principles and they present a true, accurate and fair view of the Company's economic and financial standing and its financial result and the Management Report presents a true overview of development and achievements of the Company and its situation, including basic risks and exposures.
Since 1 January 2010, ACTION S.A. has been keeping its books in accordance with the International Financial Reporting Standards ("IFRS") approved by the EU, published and in force as of the balance sheet day, and | 3 |
1cons | 61906523.txt_b0 | 61906523.txt | observance of the provisions of IAS 7, using the indirect method, it is correctly related to the consolidated statement of financial position, the consolidated statement of comprehensive income and records in accounting books, as appropriate.
7. Report on the operations of the Capital Group
Pursuant to Article 49 of the Accounting Act and the Ordinance of the Minister of Finance of 19 February 2009 (Journal of Laws of 2009, No. 33, item 259, as amended) on Current and Interim Information Submitted by Issuers of Securities and the Conditions of Recognising as Equivalent the Information Required by the Law Provisions of a Country which is not a Member State, the Management Board of the parent prepared a report on the operations of the Capital Group. Information presented in the report on the operations is in accordance with the information presented in the audited financial statements.
8. Statement of the entity's Management Board
The Management Board of the parent issued a written statement on complete presentation of data in the accounting books, disclosure of all contingent liabilities and a lack of material events after the balance sheet date.
9. Conformity with law
No breaches of law having an impact on the consolidated financials statement were found during the audit.
BDO Sp. z o.o.
15
Report on the audit of the financial statements of the ACTION Capital Group for the financial year from 1 January to 31 December 2012
We would like to emphasise the fact that tax settlements and financial statements of the entity may be subject to fiscal control. Tax regulations in Poland are frequently changed and are often unclear, which results in different, occasionally contradictory interpretations of the same provisions by both business entities and various fiscal authorities. Due to the uncertainty regarding the final interpretation of some of the tax regulations, the amounts presented in the financial statements may be subject to change at a later date as a result of a control of tax settlements by fiscal authorities.
Warsaw, 19 March 2013
BDO Sp. z o.o. ul. Postpu 12 02-676 Warszawa The entity authorised to audit financial statements, No. 3355
Supervisory auditor conducting the audit:
Acting on behalf of BDO Sp. z o.o.:
Artur Staniszewski Certified Auditor Reg. No. 9841
dr André Helin President of the Management Board Certified Auditor, Reg. No. 90004
BDO Sp. z o.o.
16
| 4 |
1cons | 61906523.txt_b1 | 61906523.txt | ions, including exclusion of results not realised by
entities subject to consolidation and included in the value of assets; - goodwill calculations; - tests for the company's impairment.
3. Information on selected, significant items in the consolidated statement of financial position and in the consolidated statement of comprehensive income
The key items of the consolidated statement of financial position and of the consolidated statement of comprehensive income have been described in the notes to consolidated financial statements.
BDO Sp. z o.o.
14
Report on the audit of the financial statements of the ACTION Capital Group for the financial year from 1 January to 31 December 2012
4. Additional information
Additional information regarding the adopted accounting principles and other information was prepared in a complete and correct manner, with the observance of requirements set in the IFRS, and in matters not regulated in these Standards in accordance with the requirements of the Accounting Act.
5. Statement of changes in consolidated equity
Data disclosed in the statement of changes in consolidated equity was correctly related to the statement of financial position and the accounting books, and it presents changes in the Group's equity in an accurate and correct manner.
6. Consolidated cash flow statement
The consolidated cash flow statement was prepared by the Group with observance of the provisions of IAS 7, using the indirect method, it is correctly related to the consolidated statement of financial position, the consolidated statement of comprehensive income and records in accounting books, as appropriate.
7. Report on the operations of the Capital Group
Pursuant to Article 49 of the Accounting Act and the Ordinance of the Minister of Finance of 19 February 2009 (Journal of Laws of 2009, No. 33, item 259, as amended) on Current and Interim Information Submitted by Issuers of Securities and the Conditions of Recognising as Equivalent the Information Required by the Law Provisions of a Country which is not a Member State, the Management Board of the parent prepared a report on the operations of the Capital Group. Information presented in the report on the operations is in accordance with the information presented in the audited financial statements.
8. Statement of the entity's Management Board
The Management Board of the parent issued a written statement on complete presentation of data in the accounting books, disclosure of all contingent liabilities and a lack of material events after the balance sheet date.
9. Conformity with law
No breaches of law having an impact on the consolidated financials statement were found during the audit.
BDO Sp | 5 |
1cons | 60640424.txt_0 | 60640424.txt | HALMA
Annual Report & Accounts 2005
H A L M A Annual Report and Accounts 2005
Halma p.l.c.
Annual Report and Accounts 2005
Financial Highlights
1
Halma at a glance
2
Chairman's Statement
4
Chief Executive's Review
6
Financial Review
9
Directors and Advisers
13
Management Team
14
Operating Review
16
Report of the Directors
28
Corporate Responsibility Report
31
Corporate Governance
34
Report on Remuneration
39
Responsibilities of the Directors
46
Independent Auditors' Report
47
Consolidated Profit and Loss Account
48
Consolidated Balance Sheet
49
Statement of Total Recognised
Gains and Losses
50
Movements in Equity Shareholders' Funds
50
Consolidated Cash Flow Statement
51
Halma p.l.c. Balance Sheet
52
Accounting Policies
53
Notes on the Accounts
55
Notice of Meeting
74
Summary 1996 to 2005
76
Group Directory
78
Shareholder Information
80
Halma online news
Keep up to date with the latest Halma news by visiting our investor relations website: www.halma.com.
Register online for news alerts and you will be e-mailed whenever significant announcements are made.
This report is printed on Revive Special Silk. At least 30% of the total fibre comes from wellmanaged forests independently certified according to the Forest Stewardship Council and 30% from post consumer recycled waste. Printed at St Ives Westerham Press which also has ISO 14001 environmental accreditation.
HALMA
Financial Highlights
Change
2005
2004
Turnover Profit before taxation(1)
+2% £299.1m £292.6m 0% £50.4m £50.3m
Earnings per share(2) Earnings per share statutory Dividend per share
0% +31%
+5%
9.42p 7.97p 6.50p
9.44p 6 | 0 |
1cons | 60640424.txt_1 | 60640424.txt | Accounts
55
Notice of Meeting
74
Summary 1996 to 2005
76
Group Directory
78
Shareholder Information
80
Halma online news
Keep up to date with the latest Halma news by visiting our investor relations website: www.halma.com.
Register online for news alerts and you will be e-mailed whenever significant announcements are made.
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HALMA
Financial Highlights
Change
2005
2004
Turnover Profit before taxation(1)
+2% £299.1m £292.6m 0% £50.4m £50.3m
Earnings per share(2) Earnings per share statutory Dividend per share
0% +31%
+5%
9.42p 7.97p 6.50p
9.44p 6.09p 6.19p
Return on sales(3) Return on total invested capital(4) Return on capital employed(5)
16.8% 13.1% 62.4%
17.2% 13.7% 52.4%
Pro-forma information: 1. Before goodwill amortisation of £5,491,000 (2004: £4,220,000) and exceptional items on disposal of non-core
businesses of £nil (2004: £9,149,000). 2. Before goodwill amortisation of 1.45p (2004: 1.07p) and exceptional items of nil (2004: 2.28p) per share. 3. Return on sales is defined as profit(1) before taxation expressed as a percentage of turnover. 4. Return on total invested capital is defined as profit before goodwill amortisation and exceptional items and after
taxation of £34,690,000 (2004: £34,557,000) expressed as a percentage of net assets plus goodwill in reserves of £70,931,000 (2004: £70,931,000) and cumulative goodwill amortisation of £18,668, | 1 |
1cons | 60640424.txt_2 | 60640424.txt | .09p 6.19p
Return on sales(3) Return on total invested capital(4) Return on capital employed(5)
16.8% 13.1% 62.4%
17.2% 13.7% 52.4%
Pro-forma information: 1. Before goodwill amortisation of £5,491,000 (2004: £4,220,000) and exceptional items on disposal of non-core
businesses of £nil (2004: £9,149,000). 2. Before goodwill amortisation of 1.45p (2004: 1.07p) and exceptional items of nil (2004: 2.28p) per share. 3. Return on sales is defined as profit(1) before taxation expressed as a percentage of turnover. 4. Return on total invested capital is defined as profit before goodwill amortisation and exceptional items and after
taxation of £34,690,000 (2004: £34,557,000) expressed as a percentage of net assets plus goodwill in reserves of £70,931,000 (2004: £70,931,000) and cumulative goodwill amortisation of £18,668,000 (2004: £13,177,000). 5. Return on capital employed is defined as profit(1) before taxation expressed as a percentage of net tangible assets (being equity shareholders' funds less intangible assets).
Highlights of the year
· Pre-tax profits(1) of £50.4m marginally exceed last year's record level (2004 53 week period: £50.3m). On a statutory basis, profit before taxation was £44.9 million (2004: £36.9 million).
· Turnover from ongoing operations up 7% at £299.1m (2004: £279.6m), reflecting an increased contribution from the Group's enlarged Optics and Specialist business.
· Healthy margins maintained as Halma consistently delivers strong returns, with return on capital employed(5) of 62% and return on total invested capital(4) of 13%.
· Strong cash generation with two high quality acquisitions made and no gearing at year end (net cash £12m).
· Continuation of progressive dividend policy with an increase of 5%.
Halma p.l.c. 2005 1
HALMA
Halma at a glance
Business profile
Halma | 2 |
1cons | 60640424.txt_3 | 60640424.txt | 000 (2004: £13,177,000). 5. Return on capital employed is defined as profit(1) before taxation expressed as a percentage of net tangible assets (being equity shareholders' funds less intangible assets).
Highlights of the year
· Pre-tax profits(1) of £50.4m marginally exceed last year's record level (2004 53 week period: £50.3m). On a statutory basis, profit before taxation was £44.9 million (2004: £36.9 million).
· Turnover from ongoing operations up 7% at £299.1m (2004: £279.6m), reflecting an increased contribution from the Group's enlarged Optics and Specialist business.
· Healthy margins maintained as Halma consistently delivers strong returns, with return on capital employed(5) of 62% and return on total invested capital(4) of 13%.
· Strong cash generation with two high quality acquisitions made and no gearing at year end (net cash £12m).
· Continuation of progressive dividend policy with an increase of 5%.
Halma p.l.c. 2005 1
HALMA
Halma at a glance
Business profile
Halma is a strongly cash generative and highly profitable group which develops, makes and markets products that are used to protect lives, or improve the quality of life, for individuals and businesses worldwide. Our six specialist business groupings are: Fire and Gas detection Water leak detection and UV treatment Elevator and Door Safety Bursting discs and sequential locking for Process Safety High power electrical Resistors Optics and Specialist technology
Value creation strategy
Our over-riding objective is to create shareholder value by:
Building global businesses that sustain a leading position in specialised markets in areas of long-term sales growth
Concentrating on high margin activities where products and services are differentiated on the basis of performance, not price, and where barriers to entry are high
Tightly managing our asset base in order to maintain our outstanding operating ratios and powerful cash generation
Investing in marketing, new product development and innovation to create high organic growth
Acquiring businesses and intellectual assets that extend our existing activities, add value, contribute to growth and will produce our exceptional operating ratios
Maintaining a high return on capital employed to fund organic growth, acquisition activity and rising dividends
Recruiting and retaining top quality management by preserving an entrepreneurial culture within a framework of rigorous financial planning, | 3 |
1cons | 60640424.txt_b0 | 60640424.txt | 0198.
Investor information
Visit our website, www.halma.com, for investor information and company news. In addition to accessing financial data, you can view and download analyst presentations and find contact details for Halma senior executives and subsidiary companies.
E-mail news alert
You can subscribe to an e-mail news alert service on our website www.halma.com to automatically receive an e-mail when significant announcements are made.
Shareholding information
Please contact our registrars directly for all enquiries about your shareholding. Visit www.computershare.com for online information about your shareholding. (You will need your shareholder reference number which can be found on your share certificate).
Computershare Investor Services PLC PO Box 82 The Pavilions Bridgwater Road Bristol BS99 7NH Tel: +44 (0)870 702 0000 Fax: +44 (0)870 702 0005 E-mail: web.queries@computershare.co.uk
Investor relations contacts
Andrew Williams Halma p.l.c. Misbourne Court Rectory Way Amersham Bucks HP7 0DE Tel: +44 (0)1494 721111 Fax: +44 (0)1494 728032 E-mail: halma@halma.com
Rachel Hirst/Andrew Jaques Hogarth Partnership Limited 2nd Floor Upstream No. 1 London Bridge London SE1 9BG Tel: +44 (0)20 7357 9477 Fax: +44 (0)20 7357 8533
Brokers
Dresdner Kleinwort Wasserstein Limited 20 Fenchurch Street London EC3P 3DB Tel: +44 (0)20 7475 7319 Fax: +44 (0)20 7283 4667 E-mail: halma@drkw.com
Annual General Meeting
The 111th Annual General Meeting of Halma p.l.c. will be held at The Ballroom, The Berkeley Hotel, Wilton Place, London SW1X 7RL on Wednesday, 3 August 2005 at 12 noon. The Notice convening the Meeting is on page 74.
Halma p.l.c.
Misbourne Court Rectory Way Amersham Bucks HP7 0DE Tel: +44 (0) 1494 721111 Fax: +44 (0) 1494 728032
www.halma.com
| 4 |
1cons | 60640424.txt_b1 | 60640424.txt | 4
750,000 and over
67
1.0 279,067,979 75.7
6,640 100.0 368,800,919 100.0
Share price
London Stock Exchange, pence per 10p share
2005 2004 2003 2002 2001
Highest
170 151 166 175 145
Lowest
142 109
97 126 82
Year end
161 149 114 164 129
Dividends
Pence per 10p share
2005
Interim
2.58
Final
3.92
Total
6.50
2004 2003 2002 2001 2.44 2.285 2.077 1.806 3.75 3.527 3.206 2.787 6.19 5.812 5.283 4.593
Share dealing facilities
A low cost telephone dealing service has been arranged with Stocktrade which provides a simple way of buying or selling Halma shares. Basic commission is 0.5% up to £10,000, reducing to 0.2% thereafter. For further information please call 0845 601 0995 and quote reference Low Co0198.
Investor information
Visit our website, www.halma.com, for investor information and company news. In addition to accessing financial data, you can view and download analyst presentations and find contact details for Halma senior executives and subsidiary companies.
E-mail news alert
You can subscribe to an e-mail news alert service on our website www.halma.com to automatically receive an e-mail when significant announcements are made.
Shareholding information
Please contact our registrars directly for all enquiries about your shareholding. Visit www.computershare.com for online information about your shareholding. (You will need your shareholder reference number which can be found on your share certificate).
Computershare Investor Services PLC PO Box 82 The Pavilions Bridgwater Road Bristol BS99 7NH Tel: +44 (0)870 702 0000 Fax: +44 (0)870 702 0005 E-mail: web.queries@computershare.co.uk
Investor relations contacts
Andrew Williams Halma p.l.c. Misbourne Court Rectory Way Amersham Bucks HP7 0DE Tel: +44 (0)1494 721111 Fax: + | 5 |
1cons | 61083777.txt_0 | 61083777.txt | DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2008 COMPANY NUMBER: 05341974
Southern Bear plc
1
COMPANY INFORMATION
DIRECTORS
J P Pither (Chairman) J C D Parsons (Non-Executive Director) N G McGowan (Finance Director) C W Dalton (Chief Executive Officer) S R Hancock (Executive Director) M Sims (Executive Director)
SECRETARY X L Secretaries Limited
COMPANY NUMBER 05341974
REGISTERED OFFICE
Radbourne 56 Kenilworth Road Leamington Spa Warwickshire, CV32 6JW
AUDITORS
RSM Bentley Jennison Chartered Accountants & Registered Auditors Charterhouse Legge Street Birmingham, B4 7EU
BANKERS
Clydesdale Bank plc West End Financial Solutions Centre 35 Regent Street London, SW1Y 4ND
SOLICITORS Beachcroft LLP 100 Fetter Lane London, EC4A 1BN
REGISTRARS
Capita IRG Plc The Registry 34 Beckenham Road Kent, BR3 4TU
NOMINATED ADVISORS Grant Thornton Corporate Finance 30 Finsbury Square London, EC2P 2YU
BROKERS
SVS Securities plc 2 London Wall Buildings London Wall London, EC3M 5PP
2
Southern Bear plc
CONTENTS
FINANCIAL STATEMENTS Preliminary Statement of Results Highlights Chairman's Statement Directors' Report Report of the Independent Auditors Consolidated Income Statement Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement Notes to the Consolidated Financial Statements
Page
3 4 7 17 19 20 21 22 23
Southern Bear plc
3
PRELIMINARY STATEMENT OF RESULTS HIGHLIGHTS
Preliminar y Statement of Results
Southern Bear plc ("Southern Bear" or the "Group"), a holding company focusing on investments in the support services, industrial and engineering sectors of the UK and Europe today announces its preliminary statement of results for the year ended 31st March 2008.
Highlights
· Sales increased by 189 per cent. to £8.74 million (2006: £3.02 million)
· Operating Profit increased by | 0 |
1cons | 61083777.txt_1 | 61083777.txt | BR3 4TU
NOMINATED ADVISORS Grant Thornton Corporate Finance 30 Finsbury Square London, EC2P 2YU
BROKERS
SVS Securities plc 2 London Wall Buildings London Wall London, EC3M 5PP
2
Southern Bear plc
CONTENTS
FINANCIAL STATEMENTS Preliminary Statement of Results Highlights Chairman's Statement Directors' Report Report of the Independent Auditors Consolidated Income Statement Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement Notes to the Consolidated Financial Statements
Page
3 4 7 17 19 20 21 22 23
Southern Bear plc
3
PRELIMINARY STATEMENT OF RESULTS HIGHLIGHTS
Preliminar y Statement of Results
Southern Bear plc ("Southern Bear" or the "Group"), a holding company focusing on investments in the support services, industrial and engineering sectors of the UK and Europe today announces its preliminary statement of results for the year ended 31st March 2008.
Highlights
· Sales increased by 189 per cent. to £8.74 million (2006: £3.02 million)
· Operating Profit increased by 83 per cent. to £0.66 million (2006: £0.36 million)
· Full year pro-forma sales and operating profit of operating subsidiaries was £12.7 million and £2.14 million respectively for the year ended 31st March 2008
· Management has delivered growth through the acquisition of Towerinput Limited and Towerinput Distribution Limited (together "Tower") in April 2007, BGC in September 2007 and Phoenix Dynamics Limited ("Phoenix Dynamics") in January 2008
· Support Services division targeting the needs of the social housing market constitutes the Group's largest division (by sales and operating profit)
· Record sales and profits achieved at Phoenix Dynamics for year ended 31st March 2008 under the leadership of the new managing director, Graeme Boull
· Management team broadened and strengthened by the appointment of Steve Hancock and Mark Sims as directors of Southern Bear
· Significant new contract win with Kier Stoke Limited ("Kier Stoke") appointing BGC as a key subcontractor announced in March 2008
Commenting on the result, Jon Pither, Chairman of Southern Bear Plc, said:
"This year has been one of notable success, with sales and turnover increasing rapidly. We made three significant acquisitions and I am pleased that the integration | 1 |
1cons | 61083777.txt_2 | 61083777.txt | 83 per cent. to £0.66 million (2006: £0.36 million)
· Full year pro-forma sales and operating profit of operating subsidiaries was £12.7 million and £2.14 million respectively for the year ended 31st March 2008
· Management has delivered growth through the acquisition of Towerinput Limited and Towerinput Distribution Limited (together "Tower") in April 2007, BGC in September 2007 and Phoenix Dynamics Limited ("Phoenix Dynamics") in January 2008
· Support Services division targeting the needs of the social housing market constitutes the Group's largest division (by sales and operating profit)
· Record sales and profits achieved at Phoenix Dynamics for year ended 31st March 2008 under the leadership of the new managing director, Graeme Boull
· Management team broadened and strengthened by the appointment of Steve Hancock and Mark Sims as directors of Southern Bear
· Significant new contract win with Kier Stoke Limited ("Kier Stoke") appointing BGC as a key subcontractor announced in March 2008
Commenting on the result, Jon Pither, Chairman of Southern Bear Plc, said:
"This year has been one of notable success, with sales and turnover increasing rapidly. We made three significant acquisitions and I am pleased that the integration of these businesses has progressed smoothly. We also established a Support Services division targeting the social housing market. This is now our largest division and we intend to grow it aggressively. Based on our successes to date and the market opportunities within our key sectors, I believe the future for the Group is bright."
Enquiries: Southern Bear plc Jon Pither, Chairman Chris Dalton, Chief Executive Steve Hancock, Director
01926 888 302
Grant Thornton UK LLP (Nominated Advisor) Gerry Beaney
020 7383 5100
SVS Securities plc (Broker) Peter Manfield
020 7638 5600
Bishopsgate Communications (Financial PR) Jenni Herbert
020 7562 3350
4
Southern Bear plc
CHAIRMAN'S STATEMENT
Summar y
This year demonstrated considerable forward momentum for our Group, with three acquisitions, namely Towerinput Limited and Towerinput Distribution Limited (together "Tower"), BGC Limited ("BGC") and Phoenix Dynamics Limited ("Phoenix Dynamics") having been completed in the past twelve months. The largest of these was the acquisition of BGC which was completed in September 2007. In conjunction with the acquisition of BGC, our | 2 |
1cons | 61083777.txt_3 | 61083777.txt | of these businesses has progressed smoothly. We also established a Support Services division targeting the social housing market. This is now our largest division and we intend to grow it aggressively. Based on our successes to date and the market opportunities within our key sectors, I believe the future for the Group is bright."
Enquiries: Southern Bear plc Jon Pither, Chairman Chris Dalton, Chief Executive Steve Hancock, Director
01926 888 302
Grant Thornton UK LLP (Nominated Advisor) Gerry Beaney
020 7383 5100
SVS Securities plc (Broker) Peter Manfield
020 7638 5600
Bishopsgate Communications (Financial PR) Jenni Herbert
020 7562 3350
4
Southern Bear plc
CHAIRMAN'S STATEMENT
Summar y
This year demonstrated considerable forward momentum for our Group, with three acquisitions, namely Towerinput Limited and Towerinput Distribution Limited (together "Tower"), BGC Limited ("BGC") and Phoenix Dynamics Limited ("Phoenix Dynamics") having been completed in the past twelve months. The largest of these was the acquisition of BGC which was completed in September 2007. In conjunction with the acquisition of BGC, our Group successfully raised £2.9 million through an equity placing from institutional investors. We welcome these investors to our Group and thank our existing shareholders for their continuing support.
Concurrent with the acquisition of BGC, we obtained shareholder approval to change our investment strategy to focus on acquiring companies with turnover of up to £10 million within the support services, engineering and industrial sectors within the UK and Europe. As a result of the acquisitions, we are now a much more substantial Group with distinct operating divisions in the three business sectors that we target. I believe there is considerable scope and opportunity for growth both organically and by acquisition across each of the divisions, and the sector diversification provides stability for our Group.
We continue to actively pursue earning enhancing acquisitions within our target areas. In the current economic climate the Board considers that there are greater opportunities to acquire attractive businesses with strong management teams at competitive prices. Southern Bear affords a rare opportunity to small companies to incentivise management teams with quoted paper and access to greater capital resources.
I am particularly encouraged by how our two latest acquisitions, BGC and Phoenix Dynamics have flourished during the brief period under our ownership. Demand for BGC's services has never been higher due to government set targets relating to fuel poverty, decent homes and | 3 |
1cons | 61083777.txt_b0 | 61083777.txt | 000
2007 £'000
1,610 1,228
2,838
1,610
1,610
IV. Debtors
Amounts owed by Group undertakings Other debtors Prepayments and accrued income
2008 £'000
6,515 115
73 6,703
2007 £'000
1,393 364
77 1,834
V. Creditors: amounts falling due within one year
Trade creditors Social security and other taxes Accruals and deferred income
2008 £'000
32 -
34 66
2007 £'000
75 74 28 177
54
Southern Bear plc
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
VI. Share capital, share premium account and other reser ve The movements on these items are disclosed in notes 25 and 26 to the consolidated financial statements.
VII. Profit and loss reser ves
Balance at 1st April Profit/(loss) for the year Balance at 31st March
2008 £'000
(337) 206 (131)
2007 £'000
(276) (61)
(337)
VIII. Controlling party The shareholdings are such that the Directors are unable to establish whether there is a controlling party.
IX. Cross guarantee The Company is party to a cross guarantee in respect of group bank borrowings of £3.1million as disclosed in the consolidated financial statements.
Perivan Financial Print 212837
| 4 |
1cons | 61083777.txt_b1 | 61083777.txt | stated at cost less, where appropriate, provisions for impairment.
The Company has taken advantage of section 230 of the Companies Act 1985 and has not included an income statement in these financial statements. The profit attributable to members of the parent Company for the period ended 31st March 2008 was £206,000 (2007: loss of £61,000).
The separate Financial Statements of the Company are presented as required by the Companies Act 1985. As permitted by that Act, the separate Financial Statements have been prepared in accordance with United Kingdom accounting standards.
The Company's financial risk management policies are disclosed in the consolidated financial statements.
II. Operating profit
The auditors' remuneration for audit and other services is disclosed in note 6 of the consolidated financial statements.
The Company has no employees other than the Directors and the related Directors' emolument disclosures can be found in note 7 to the consolidated financial statements.
III. Subsidiaries
Details of the Company's subsidiaries at 31st March 2008 can be found in Note 16 of the attached consolidated Financial Statements.
Cost and net book value of Shares in subsidiar y undertakings
Cost As at 1st April Additions At 31st March
2008 £'000
2007 £'000
1,610 1,228
2,838
1,610
1,610
IV. Debtors
Amounts owed by Group undertakings Other debtors Prepayments and accrued income
2008 £'000
6,515 115
73 6,703
2007 £'000
1,393 364
77 1,834
V. Creditors: amounts falling due within one year
Trade creditors Social security and other taxes Accruals and deferred income
2008 £'000
32 -
34 66
2007 £'000
75 74 2 | 5 |
1cons | 61301520.txt_0 | 61301520.txt | Highcroft Investments PLC
Report & Financial Statements
31 December 2009
Highcroft Investments PLC Report & Financial Statements 31 December 2009
Contents
Chairman's introduction
01
Corporate governance
02
Report of the directors
06
Directors' remuneration report
14
Consolidated statement of
comprehensive income
16
Consolidated statement of
financial position
17
Consolidated statement of
changes in equity
18
Consolidated statement of cash flows 19
Notes to the financial statements
20
Five year summary
32
Report of the independent auditor
33
Company balance sheet
35
Notes to the company's
financial statements
36
Directors and advisers
IBC
Front cover Top left: Retail unit in Leamington Spa, let to Thorntons Top right: Radio station and office building in Oxford, let to the BBC Bottom left: Distribution centre in Kidlington, Oxfordshire, let to Parcelforce Bottom right: Multi-let retail units in Staines, with offices above
Pictured above Top left: Office building in central Bristol, let to Royal & Sun Alliance Top centre: Distribution centre in Southampton, let to Metabo Top right: Multi-let office building in London, SW1 Bottom left: Retail unit in Oxford, let to Jigsaw Bottom centre: Multi-let retail units in Cirencester, with residential above Bottom right: Retail unit in Norwich, let to Austin Reed
The report of the directors on pages 6 to 13 and the directors' remuneration report on pages 14 and 15 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the directors for these reports is owed solely to Highcroft Investments PLC.
The directors submit to the members their report and accounts of the group for the year ended 31 December 2009. Pages 1 to 15, including the chairman's introduction, corporate governance statement, report of the directors and directors' remuneration report, form part of the report of the directors.
www.highcroftplc.com
01
Chairman's introduction
Key Highlights
Gross property income down 8.5% to £1,943,000 Profit for the | 0 |
1cons | 61301520.txt_1 | 61301520.txt | ured above Top left: Office building in central Bristol, let to Royal & Sun Alliance Top centre: Distribution centre in Southampton, let to Metabo Top right: Multi-let office building in London, SW1 Bottom left: Retail unit in Oxford, let to Jigsaw Bottom centre: Multi-let retail units in Cirencester, with residential above Bottom right: Retail unit in Norwich, let to Austin Reed
The report of the directors on pages 6 to 13 and the directors' remuneration report on pages 14 and 15 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the directors for these reports is owed solely to Highcroft Investments PLC.
The directors submit to the members their report and accounts of the group for the year ended 31 December 2009. Pages 1 to 15, including the chairman's introduction, corporate governance statement, report of the directors and directors' remuneration report, form part of the report of the directors.
www.highcroftplc.com
01
Chairman's introduction
Key Highlights
Gross property income down 8.5% to £1,943,000 Profit for the year on revenue activities down 13.1% to £1,670,000 Basic earnings per share on all activities was 76.2p Adjusted earnings per share (on revenue activities) was 32.3p Net asset value per share up 8.8% to 666p Total property income distribution 26.0p per share
Dear shareholder
To use a somewhat overworked footballing analogy, 2009 was very much a year of two halves. Shareholders will recall that at the interim stage we reported further falls in the value of our property portfolio, pressure on revenue streams and a net asset decline to 591p. I wrote in the Interim Statement that an element of stability and perhaps even optimism was emerging in some quarters but that we were continuing to take a cautious view.
In the event, both property and equity markets saw recovery, though optimism is still somewhat fragile. Net asset value as a result of these recoveries and our retained earnings was 666p per share, up 8.8% from the previous year. While we are pleased to see an upturn in asset value, your board is mindful that this is a level we first achieved in 2004 while the decline from the peak in 2006 is nearly 20%.
| 1 |
1cons | 61301520.txt_2 | 61301520.txt | year on revenue activities down 13.1% to £1,670,000 Basic earnings per share on all activities was 76.2p Adjusted earnings per share (on revenue activities) was 32.3p Net asset value per share up 8.8% to 666p Total property income distribution 26.0p per share
Dear shareholder
To use a somewhat overworked footballing analogy, 2009 was very much a year of two halves. Shareholders will recall that at the interim stage we reported further falls in the value of our property portfolio, pressure on revenue streams and a net asset decline to 591p. I wrote in the Interim Statement that an element of stability and perhaps even optimism was emerging in some quarters but that we were continuing to take a cautious view.
In the event, both property and equity markets saw recovery, though optimism is still somewhat fragile. Net asset value as a result of these recoveries and our retained earnings was 666p per share, up 8.8% from the previous year. While we are pleased to see an upturn in asset value, your board is mindful that this is a level we first achieved in 2004 while the decline from the peak in 2006 is nearly 20%.
In terms of capital values, while we had not experienced some of the more precipitous declines seen elsewhere in the property market, we appear to have matched the recovery. Again I feel it is worth stressing that this generally says something about the quality and defensive nature of many of our assets. Notable highlights included new leases at Warrington and Kingston. Equity markets saw a strong bounce from the March lows enabling us to take the opportunity, in the second half of the year, to trim some of our holdings. In part this was to ensure that we kept well within the rules imposed by virtue of being a REIT i.e. that non-property assets should represent no more than 25% of total assets.
Turning to the revenue position, property income was down 8.5% reflecting the voids in the commercial sector and also the sale of a residential property. Equity income was down more noticeably a fall of 35% which reflects the general cuts in dividends by UK companies, exacerbated by our bank holdings and the net sales we had carried out.
If the above reveals at best a fairly patchy year, shareholders are seeing the benefits of REIT status at the post tax and dividend level. The full year of REIT status has meant that | 2 |
1cons | 61301520.txt_3 | 61301520.txt | In terms of capital values, while we had not experienced some of the more precipitous declines seen elsewhere in the property market, we appear to have matched the recovery. Again I feel it is worth stressing that this generally says something about the quality and defensive nature of many of our assets. Notable highlights included new leases at Warrington and Kingston. Equity markets saw a strong bounce from the March lows enabling us to take the opportunity, in the second half of the year, to trim some of our holdings. In part this was to ensure that we kept well within the rules imposed by virtue of being a REIT i.e. that non-property assets should represent no more than 25% of total assets.
Turning to the revenue position, property income was down 8.5% reflecting the voids in the commercial sector and also the sale of a residential property. Equity income was down more noticeably a fall of 35% which reflects the general cuts in dividends by UK companies, exacerbated by our bank holdings and the net sales we had carried out.
If the above reveals at best a fairly patchy year, shareholders are seeing the benefits of REIT status at the post tax and dividend level. The full year of REIT status has meant that we have been able to increase the property income distribution by just over 40% to a full year total of 26p per share.
Turning to prospects for the current year and beyond, the experts and commentators have mixed views as to the recovery. It is evident that certain asset classes have recovered sharply with talk of "bubbles"; on the other hand thoughts of "double dip" recession, the effect of debt-reduction measures and the overhang of distressed property portfolios makes for caution.
We look forward to meeting shareholders at our AGM on 11 May do note the change of venue.
John Hewitt Chairman 9 March 2010
02
Highcroft Investments PLC Report & Financial Statements 31 December 2009
Corporate governance
Application of principles
The company has applied the principles of good governance contained in the Combined Code 08 (Principles of Good Governance and Code of Best Practice) except as noted in the Compliance Statement below.
Compliance
The company has complied throughout the year with the Code provisions set out in Section 1 of the Combined Code 08 except that no performance related payments were made to directors, which is not in accordance with Code provision B.1.1. The remuneration committee and board believe that the | 3 |
1cons | 61301520.txt_b0 | 61301520.txt | and J C Kingerlee are directors
and shareholders of both the company and Kingerlee Holdings Limited. The transactions between the company and Kingerlee Holdings
Limited or its subsidiaries, all of which were undertaken on an arm's length basis, were as follows:
2009
2008
£'000
£'000
Property income distribution or dividend
280
213
Service charge in relation to services provided at Thomas House, Kidlington
14
14
Amounts outstanding at the end of the year
Nil
Nil
Under the provision of FRS 8, transactions between Highcroft Investments PLC and Rodenhurst Estates Limited are exempt from these disclosure requirements as Rodenhurst is a wholly-owned subsidiary.
Directors and advisers
Company number Directors
Company secretary Independent auditor
Bankers
Corporate finance advisers Property advisers Independent valuers Registrars
Solicitors Registered office
224271
John Hewitt, MA (non-executive chairman) Christopher Clark, BA FCIS (non-executive) Richard Stansfield, BSc FRICS (non-executive) Jonathan Kingerlee (chief executive) David Bowman, BA FCA (finance) David Kingerlee (executive)
David Bowman, BA FCA
Grant Thornton UK LLP Registered Auditor Chartered Accountants 1 Westminster Way Oxford OX2 0PZ
Lloyds Banking PLC The Atrium Davidson House Forbury Square Reading RG1 3EU
Charles Stanley Securities 131 Finsbury Pavement London EC2A 1NT
King Sturge LLP 30 Warwick Street London W1B 5NH
Jones Lang LaSalle 22 Hanover Square London W1A 2BN
Capita Registrars Northern House Woodsome Park Fenay Bridge Huddersfield HD8 0LA
Clarks LLP One Forbury Square The Forbury Reading RG1 3EB
Thomas House Langford Locks Kidlington Oxon OX5 1HR www.highcroftplc.com
Back cover Top left: Bank premises in Petersfield, let to Barclays Top right: Retail unit in Oxford, let to Hotel Chocolat Bottom left: Licensed leisure and retail property in Warrington Bottom right: Retail unit in Beckenham, let to Superdrug
Highcroft Investments PLC Thomas House Langford Locks Kidlington Oxon OX5 1HR
| 4 |
1cons | 61301520.txt_b1 | 61301520.txt | ) for the financial year Dividends Other recognised gains and losses: Surplus/(deficit) on revaluation of assets Realised gains/(losses) Tax on prior years' surplus now realised Net increase/(decrease) in shareholders' funds Shareholders' funds at 1 January 2009 Shareholders' funds at 31 December 2009
2009 £'000 2,490 (1,107) 1,383
2008 £'000 (2,387)
(840) (3,227)
1,705 88 (63)
3,113 32,292 35,405
(8,290) (439)
(11,956) 44,248 32,292
40
Highcroft Investments PLC Report & Financial Statements 31 December 2009
Notes to the company's financial statements (continued)
12 Capital commitments There were no capital commitments at 31 December 2009 or at 31 December 2008.
13 Contingent liabilities There were no contingent liabilities at 31 December 2009 or at 31 December 2008.
14 Related party transactions
Kingerlee Holdings Limited owns 25.36% (2008 25.36%) of the company's shares and D H Kingerlee and J C Kingerlee are directors
and shareholders of both the company and Kingerlee Holdings Limited. The transactions between the company and Kingerlee Holdings
Limited or its subsidiaries, all of which were undertaken on an arm's length basis, were as follows:
2009
2008
£'000
£'000
Property income distribution or dividend
280
213
Service charge in relation to services provided at Thomas House, Kidlington
14
14
Amounts outstanding at the end of the year
Nil
Nil
Under the provision of FRS 8, transactions between Highcroft Investments PLC and Rodenhurst Estates Limited are exempt from these disclosure requirements as Rodenhurst is a wholly-owned subsidiary.
Directors and advisers
Company number Directors
Company secretary Independent auditor
Bankers
Corporate finance advisers Property advisers Independent valuers Registrars
Solicitors Registered office
224271
John Hewitt, MA (non-executive chairman) Christopher Clark, BA FCIS (non-executive) Richard Stansfield, BSc FRICS (non-executive) Jonathan Kingerlee (chief executive | 5 |
1cons | 60618173.txt_0 | 60618173.txt | ANNUAL REPORT 2004
KEY FIGURES
Turnover
(in million EUR)
0
10
20
30
40
50
01(1) 02(1) 03 04
Net Operating Profit
(in million EUR)
0
5
10
15
20
01(1) 02(1) 03 04
EVS STOCK PRICE EVOLUTION
(in million EUR)
120
100
80
60
40
20
0
98 99
00
01
02
03
04
05
(1) 2001 and 2002 figures are disclosed according to Belgian GAAP. (2) EBITA means "Earnings Before Interest Taxes and Amortization"
and corresponds to the operating result before amortization of goodwill. The EBITA margin is the EBITA divided by the operating income. (3) The net operating profit is the net profit (group share) excluding goodwill amortization and extraordinary income taking tax items into account. (4) The net profit margin is the net profit from operations divided by the operating income. (5) Calculated on the basis of the number of stock options except own shares and excluding warrants. (6) " Excluding net cash " means that the company's market capitalisation (stock price) has been reduced by the cash of the company less its short and long-term debts, net cash being 20 million EUR.
KEY FIGURES, CONSOLIDATED AND AUDITED ACCORDING TO IFRS STANDARDS
(in million EUR)
Operating income Operating result (EBITA)(2) Net profit Net profit from operations(3) Net margin(4)
Return on equity at the beginning of the year
2002(1) 36.4 7.8 2.0 4.7 13%
21%
2003
39.1 12.3 4.5 7.6 19%
2004 %04/03
49.9 +28%
24.2 +97%
21.5 +377%
16.7 +120%
33%
n.c.
33% 100%
n.c.
Per share in EUR
Number of shares on 31 December | 0 |
1cons | 60618173.txt_1 | 60618173.txt | operations divided by the operating income. (5) Calculated on the basis of the number of stock options except own shares and excluding warrants. (6) " Excluding net cash " means that the company's market capitalisation (stock price) has been reduced by the cash of the company less its short and long-term debts, net cash being 20 million EUR.
KEY FIGURES, CONSOLIDATED AND AUDITED ACCORDING TO IFRS STANDARDS
(in million EUR)
Operating income Operating result (EBITA)(2) Net profit Net profit from operations(3) Net margin(4)
Return on equity at the beginning of the year
2002(1) 36.4 7.8 2.0 4.7 13%
21%
2003
39.1 12.3 4.5 7.6 19%
2004 %04/03
49.9 +28%
24.2 +97%
21.5 +377%
16.7 +120%
33%
n.c.
33% 100%
n.c.
Per share in EUR
Number of shares on 31 December
excluding own shares
2 727 016 2 707 342 2 739 123
Net profit from operations per share(5) 1.72 2.81 6.10
Dividend/Capital reimbursement per share
0.48 4.00 5.00
Pay-out ratio
28% 142% 82%
Average stock price (before split)
19.20 24.21 49.40
Highest stock price (before split)
26.78 34.54 82.50
Lowest stock price (before split)
13.92 17.80 32.50
Stock price at closing date (before split) 19.80 32.00 80.80
Average volume exchanged daily (before split)
2 017 4 600 9 038
Capital as of 31/12, before dividend allocation
24 715 27 809 38 101
Market capitalisation as of 31/12
57.0 89.6 227.4
Price/Earning ratio (excluding net cash)(6) 12.1
9.0 12.4
+117% +25%
| 1 |
1cons | 60618173.txt_2 | 60618173.txt |
excluding own shares
2 727 016 2 707 342 2 739 123
Net profit from operations per share(5) 1.72 2.81 6.10
Dividend/Capital reimbursement per share
0.48 4.00 5.00
Pay-out ratio
28% 142% 82%
Average stock price (before split)
19.20 24.21 49.40
Highest stock price (before split)
26.78 34.54 82.50
Lowest stock price (before split)
13.92 17.80 32.50
Stock price at closing date (before split) 19.80 32.00 80.80
Average volume exchanged daily (before split)
2 017 4 600 9 038
Capital as of 31/12, before dividend allocation
24 715 27 809 38 101
Market capitalisation as of 31/12
57.0 89.6 227.4
Price/Earning ratio (excluding net cash)(6) 12.1
9.0 12.4
+117% +25%
1
TABLE OF CONTENTS
INFORMATION TO SHAREHOLDERS
Letter to Shareholders
2
Corporate Governance
4
Historical Background
5
EVS in a nutshell
6
2004 Key Facts
7
Management Report 2004
8
Shareholding as of 31 December 2005
16
Profit Allocation Policy
17
Stock Market Report
18
PRODUCTS AND MARKETS
20
Integrated TV production systems, XT[2] technology
22
Broadcast solutions
26
Solutions for Digital Cinema
28
EVS WORLDWIDE
30
GENERAL INFORMATION
34
CORPORATE GOVERNANCE
37
IFRS CONSOLIDATED
FINANCIAL STATEMENTS
41
IFRS consolidated income statement
41
IFRS consolidated balance sheet
42
IFRS consolidated cash flow statement
44
IFRS consolidated statement of changes in net equity
46
Reconciliation of the 2004 accounts between
Belgian GAAP | 2 |
1cons | 60618173.txt_3 | 60618173.txt | 1
TABLE OF CONTENTS
INFORMATION TO SHAREHOLDERS
Letter to Shareholders
2
Corporate Governance
4
Historical Background
5
EVS in a nutshell
6
2004 Key Facts
7
Management Report 2004
8
Shareholding as of 31 December 2005
16
Profit Allocation Policy
17
Stock Market Report
18
PRODUCTS AND MARKETS
20
Integrated TV production systems, XT[2] technology
22
Broadcast solutions
26
Solutions for Digital Cinema
28
EVS WORLDWIDE
30
GENERAL INFORMATION
34
CORPORATE GOVERNANCE
37
IFRS CONSOLIDATED
FINANCIAL STATEMENTS
41
IFRS consolidated income statement
41
IFRS consolidated balance sheet
42
IFRS consolidated cash flow statement
44
IFRS consolidated statement of changes in net equity
46
Reconciliation of the 2004 accounts between
Belgian GAAP and IFRS
47
BELGIAN GAAP CONSOLIDATED
FINANCIAL STATEMENTS
48
Auditor's Report
48
Belgian GAAP consolidated income statement
49
Belgian GAAP consolidated balance sheet
50
Belgian GAAP appendices and comments
52
PARENT COMPANY
FINANCIAL STATEMENTS
63
Statutory Management Report
64
Belgian GAAP statutory Income Statement
65
Belgian GAAP statutory Balance Sheet
66
Appendix
68
GLOSSARY
69
2
LETTER TO SHAREHOLDERS
Innovation serving millions of TV viewers
Dear Shareholders, The year of our 10th anniversary was marked by a considerable increase in our activities. We delivered more than 500 new digital systems to the most prestigious broadcasters around the world, translating into sales approaching a total of 50 million EUR and a net current result at a record level of 16 million EUR. We not only saw a rise in our stock market price, but we also experienced, in particular, increased liquidity and the arrival of new shareholders, aware of | 3 |
1cons | 60618173.txt_b0 | 60618173.txt | @evs.tv
XDC S.A. Liege Science Park, Avenue du Pré Aily 6 4031 Angleur, BELGIUM Tel : +32(4) 364 12 00, Fax : +32(4) 364 12 99 E-mail : info@xdcinema.com
AMERICAS
EVS Inc. & XDC Inc., 9 Law Drive, Suite 200, NJ 07004 Fairfield, USA Tel : +1 (973) 575 7811, Fax : +1 (973) 575 7812 Hotline : +1 (973) 575 7813 E-mail EVS : evsusa@evs.tv E-mail XDC : usa@xdcinema.com
ASIA-PACIFIC
EVS Broadcast Equipment Ltd. Room 430, Block D, D.B. Plaza Discovery Bay, Lantau Island Hong Kong Tel : +852 2914 2501, Fax : +852 2914 2505 E-mail EVS : sales@evs-asia.com.hk E-mail XDC: asia@evs-cinema.com
EVS REPRESENTATION OFFICE IN BEIJING Room No. 702A, 7th Floor, Beijing Canway Building 66 Nan Li Shi Lu 100045 Beijing P. R. CHINA E-mail : china@evs.tv
EUROPE
EVS France S.A., 32-36, Rue de Bellevue, 92100 Boulogne-Billancourt, FRANCE Tel : +33 1 46 99 9000, Fax : +33 1 46 99 9009 Hotline : +32 495 28 4000 E-mail : france@evs.tv
EVS Italy s.r.l., Via Cipro 102 25124 Brescia, ITALIE Tel : +39-030-2427134, Fax : +39-030-2478182 E-mail : italy@evs.tv
EVS Broadcast UK Ltd, Kingfisher House 21-23 Elmfield Road, Bromley Kent BR1- 1LT, UK Tel : +44 (208) 315 6551, Fax : +44 (208) 315 6560 E-mail : uk@evs.tv
Version anglaise disponible sur demande.
| 4 |
1cons | 60618173.txt_b1 | 60618173.txt | transition of an "image" to a text. They therefore only need to code the initial image and the sequence of differences between the images. This is what is known as inter-image or 3D coding.
V.O.D (Video on Demand) - Multi-channel broadcasting service "On demand" enabling customers to order and receive an individualised programme at the moment they wish and not at a time fixed in advance, as is the case for televised programmes.
72
Concept & production : Chris Communications - www.chriscom.be Pictures : extracts from the EVS Corporate film & Armand Dedée
EUROPE, AFRICA, MIDDLE-EAST
EVS Broadcast Equipment S.A. (EVS group headquarters) Liege Science Park, Rue du Bois Saint-Jean 16 4102 Ougrée, BELGIUM Tel : +32(4) 361 70 00, Fax : +32(4) 361 70 99
E-mails : Sales: sales@evs.tv Marketing: marketing@evs.tv Recruitment: f.lemineur@evs.tv Technical support: support@evs.tv Corporate & Investors relations: corpcom@evs.tv
XDC S.A. Liege Science Park, Avenue du Pré Aily 6 4031 Angleur, BELGIUM Tel : +32(4) 364 12 00, Fax : +32(4) 364 12 99 E-mail : info@xdcinema.com
AMERICAS
EVS Inc. & XDC Inc., 9 Law Drive, Suite 200, NJ 07004 Fairfield, USA Tel : +1 (973) 575 7811, Fax : +1 (973) 575 7812 Hotline : +1 (973) 575 7813 E-mail EVS : evsusa@evs.tv E-mail XDC : usa@xdcinema.com
ASIA-PACIFIC
EVS Broadcast Equipment Ltd. Room 430, Block D, D.B. Plaza Discovery Bay, Lantau Island Hong Kong Tel : +852 2914 2501, Fax : +852 2914 2505 E-mail EVS : sales@evs-asia.com.hk E-mail XDC: asia@evs-cinema.com
EVS RE | 5 |
1cons | 61491069.txt_0 | 61491069.txt | Banco BPI 2010
This page was intentionally left blank.
Banco BPI | 2010 Report and Accounts
2
Index
REPORT
Leading business indicators
4
Introduction
5
The identity of BPI 11
Financial structure and business 12
Distribution channels 14
The BPI Brand 15
Social responsibility 18
Human resources 25
Technology 26
Background to operations 28
Domestic Commercial Banking 40
Bancassurance 56 Asset management 57 Investment banking 61
Private Equity 64
International activity 65
Financial review 69
Risk management 101
Rating 124
Proposed appropriation of net profit 125
Final acknowledgements 126
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES Consolidated financial statements 127
Notes to the consolidated financial statements 136
Statement of the Board of Directors 239
Statutory audit certification and audit report 240
Report and opinion of the Supervisory Board 242
THE BPI GROUP'S CORPORATE GOVERNANCE REPORT Statement of compliance 248 Introduction 257
Guiding principles of the BPI Group's governance policy 258 BPI Group's Governing Bodies structure, division of duties and functioning 259
The Group's functional organisation chart 302 Risk management 304
Portuguese statutory auditor and external auditors 305 Remuneration 308
Shareholder structure, control and transferability of shares 326 Ethics and professional conduct 327 Communication with the market 333 Banco BPI shares 334 Dividend policy 336
Experience. professional qualification and other management and supervisory positions 337 exercised at companies by Banco BPI, S.A.'s governing bodies
Banco BPI | 2010 Report and Accounts
3
Leading business indicators
(Consolidated figures in millions of euro, except where indicated otherwise)
2006
2007
2008
2009
2010 % 09/10
Net total assets Assets under management1 Business turnover2
Loans to Customers (gross) and guarantees3
35 565 16 756
56 227 28 263
40 546 17 628
64 521 32 483
43 003 13 558
68 245 34 069
47 449 16 879
68 837 34 465
45 660 18 043
69 667 34 449
(3 | 0 |
1cons | 61491069.txt_1 | 61491069.txt | 's Governing Bodies structure, division of duties and functioning 259
The Group's functional organisation chart 302 Risk management 304
Portuguese statutory auditor and external auditors 305 Remuneration 308
Shareholder structure, control and transferability of shares 326 Ethics and professional conduct 327 Communication with the market 333 Banco BPI shares 334 Dividend policy 336
Experience. professional qualification and other management and supervisory positions 337 exercised at companies by Banco BPI, S.A.'s governing bodies
Banco BPI | 2010 Report and Accounts
3
Leading business indicators
(Consolidated figures in millions of euro, except where indicated otherwise)
2006
2007
2008
2009
2010 % 09/10
Net total assets Assets under management1 Business turnover2
Loans to Customers (gross) and guarantees3
35 565 16 756
56 227 28 263
40 546 17 628
64 521 32 483
43 003 13 558
68 245 34 069
47 449 16 879
68 837 34 465
45 660 18 043
69 667 34 449
(3.8%) 6.9%
1.2% (0.0%)
Total Customer resources Business turnover2 per Employee4 (thousands of euro)
27 964 6 784
32 037 6 904
34 176 7 185
34 372 7 294
35 218 7 338
2.5% 0.6%
Net operating revenue Net operating revenue per Employee4 (thousands of euro) Operating costs / net operating revenue 5
1 018.1 129
56.6%
1 215.5 138
53.7%
1 181.8 125
55.8%
1 164.8 124
57.9%
1 098.8 115
61.2%
(5.7%) (7.0%)
Net profit
308.8
355.1
150.3
175.0
184.8
5.6%
Cash flow after taxation
410.3
531.1
493.0
437.7
380.2 (13.1%)
Return on average total assets | 1 |
1cons | 61491069.txt_2 | 61491069.txt | .8%) 6.9%
1.2% (0.0%)
Total Customer resources Business turnover2 per Employee4 (thousands of euro)
27 964 6 784
32 037 6 904
34 176 7 185
34 372 7 294
35 218 7 338
2.5% 0.6%
Net operating revenue Net operating revenue per Employee4 (thousands of euro) Operating costs / net operating revenue 5
1 018.1 129
56.6%
1 215.5 138
53.7%
1 181.8 125
55.8%
1 164.8 124
57.9%
1 098.8 115
61.2%
(5.7%) (7.0%)
Net profit
308.8
355.1
150.3
175.0
184.8
5.6%
Cash flow after taxation
410.3
531.1
493.0
437.7
380.2 (13.1%)
Return on average total assets (ROA) Return on Shareholders' equity (ROE)6 Loans in arrears for more than 90 days (in the balance sheet) / Customer loans Loan impairments (in the balance sheet) / Customer loans Net credit loss7 Adjusted net credit loss8
Cover of pension obligations
1.0% 25.9%
1.1%
1.4% 0.16% 0.19% 110.7%
0.9% 24.7%
1.0%
1.4% 0.25% 0.23% 114.4%
0.4% 8.8%
1.2%
1.6% 0.32% 0.32% 98.7%(9)
0.6% 8.8%
1.8%
1.8% 0.50% 0.38% 108.3%
0.6% 8.8%
1.9%
1.9% 0.35% 0.46% 104.5%
Shareholders' equity Ratio of own funds requirements10 Tier I10 Core Tier I10 Adjusted data per share (euro)11
Cash flow after taxation | 2 |
1cons | 61491069.txt_3 | 61491069.txt | (ROA) Return on Shareholders' equity (ROE)6 Loans in arrears for more than 90 days (in the balance sheet) / Customer loans Loan impairments (in the balance sheet) / Customer loans Net credit loss7 Adjusted net credit loss8
Cover of pension obligations
1.0% 25.9%
1.1%
1.4% 0.16% 0.19% 110.7%
0.9% 24.7%
1.0%
1.4% 0.25% 0.23% 114.4%
0.4% 8.8%
1.2%
1.6% 0.32% 0.32% 98.7%(9)
0.6% 8.8%
1.8%
1.8% 0.50% 0.38% 108.3%
0.6% 8.8%
1.9%
1.9% 0.35% 0.46% 104.5%
Shareholders' equity Ratio of own funds requirements10 Tier I10 Core Tier I10 Adjusted data per share (euro)11
Cash flow after taxation 11 Net profit 11 Dividend11, 12 Book value11 Weighted average no. of shares (in millions) 11 Closing price (euro) 13
1 450.6 9.4% 7.4% 5.9%
1 635.1 9.9% 6.2% 5.4%
1 498.1 11.3% 8.8% 8.0%
1 847.0 11.0% 8.6% 7.8%
1 446.6 11.1% 9.1% 8.7%
(21.7%)
0.53 0.40
0.154 1.86
776.4 5.680
0.68 0.45
0.180 2.09
782.1 5.151
0.59 0.18
0.071 1.68
842.3 1.750
0.49 0.20
0.078 2.07
893.3 2.120
0.43 0.21
1.62 892.8 1.385
(13.1%) 5.6%
( | 3 |
1cons | 61491069.txt_b0 | 61491069.txt | co Banestado S.A. 2001 2008: Director-Chairman of Banco Beg S.A. 2003 2008: Director-Chairman of Banco Itaucred Financiamentos S.A. 1998 2008: Director-Chairman of Banco Itaucard S.A. Until 2008: Chairman of the Board of Directors of Banco Itaú Europa S.A. 2005 2007: Director-Chairman of Banco Itaú Cartões, S.A. 2001 2008: Director of Amethyst Holding Ltd. 2001 2008: Director of Topaz Holding Ltd. Until 2008: Chairman of the Board of Directors of Banco Itaú Buen Ayre, S.A. 1995 - 2008: Director of Banco Itaú Europa Luxembourg, S.A. 1997 2000: Chairman of the National Federation of Banks - FEBRABAN 1990-94: Executive Director-General of Banco Itaú, S. A. 1986-90: Executive Director of the Greater São Paulo Area of Banco Itaú, S.A. 1984-86: General Manager of Banco Itaú, S.A. 1986: Technical Manager of Banco Itaú, S.A. 1983-84: Advisor to Citibank (N.Y. USA) 24 March 1994
31 December 2010
Tomaz Jervell Date of Birth Nationality Academic qualifications Management and oversight positions held at other companies or other entities
Date of first designation End of current mandate
4 March 1944 Norwegian 1969: Higher School of Commerce, Oslo Chairman of the General Board of Auto-Sueco, Lda. Chairman of the Board of Directors of Norbase, SGPS, S.A. Chairman of the Board of Directors of Auto-Sueco (Angola), SARL Chairman of the Board of Directors of Vellar, SGPS, S.A. Member of the Management Board of Auto Sueco (Coimbra) 26 March 1987 31 December 2010
BPI Group Corporate Governance Report
348
BANCO BPI, S.A.
Public held company Registered in Oporto C.R.C. and tax identification under the sole number 501 214 534
Headquarters: Rua Tenente Valadim, n.º 284, 4100-476 Porto, PORTUGAL Share capital: EUR 900 000 000
| 4 |
1cons | 61491069.txt_b1 | 61491069.txt | Chairman of Banco Fiat S. A. 1995 2008: Chairman of the Board of Directors of BFB Leasing S.A. Arrendamento Mercantil 2006 2008: Chairman of the Board of Directors of ItauBank Leasing, S.A. Arrendamento Mercantil 2006 2008: Director-Chairman of Banco ItaúBank, S.A. 2001 2008: Director-Chairman and Director-General of Itauinv Brasil Participações, Ltda. 2003 2008: Director-Chairman and Director-General of ITB Holding Brasil Participações, Ltda. 2003 2008: Director-Chairman of Banco Fiat, S.A. 1994 2008: Chairman of the Board of Directors and Director-Chairman of Banco Itauleasing S.A. 1998 2007: Chairman of the Board of Directors of Investimentos Bemge S.A. 1998 2007: Chairman of the Board of Directors of Itaú Gestão de Activos S.A. 1997 2008: Director-Chairman of Banco Banerj S.A. 2000 2008: Director-Chairman of Banco Banestado S.A. 2001 2008: Director-Chairman of Banco Beg S.A. 2003 2008: Director-Chairman of Banco Itaucred Financiamentos S.A. 1998 2008: Director-Chairman of Banco Itaucard S.A. Until 2008: Chairman of the Board of Directors of Banco Itaú Europa S.A. 2005 2007: Director-Chairman of Banco Itaú Cartões, S.A. 2001 2008: Director of Amethyst Holding Ltd. 2001 2008: Director of Topaz Holding Ltd. Until 2008: Chairman of the Board of Directors of Banco Itaú Buen Ayre, S.A. 1995 - 2008: Director of Banco Itaú Europa Luxembourg, S.A. 1997 2000: Chairman of the National Federation of Banks - FEBRABAN 1990-94: Executive Director-General of Banco Itaú, S. A. 1986-90: Executive Director of the Greater São Paulo Area of Banco Itaú, S.A. 1984-86: General Manager of Banco Itaú, S.A. 1986: Technical Manager of Ban | 5 |
1cons | 61201538.txt_0 | 61201538.txt | Annual Report and Accounts 2008
Contents 1 executive Chairman's Letter to shareholders 5 Directors' Biographies 6 Financial and operating Review 16 Directors' Report 19 Corporate Governance 21 statement of Directors' Responsibilities 22 Report of the Independent Auditor on the Group Accounts 24 Consolidated Income statement 26 Consolidated Balance sheet 27 Consolidated Cash Flow statement 28 Consolidated statement of Changes In equity 29 notes to the Group Accounts 70 Report of the Independent Auditor on the Company Accounts 72 Company Balance sheet 73 notes to the Company Accounts 84 shareholder Information 85 notice of Annual General Meeting
eXeCUtIVe CHAIRMAn's LetteR to sHAReHoLDeRs
IntRoDUCtIon
During 2008 your Group made significant progress on the objectives that we set, despite facing challenging market conditions. The focus was on restoring underlying profitability, laying the strategic foundations for growth and opening a new facility in Los Angeles. These annual results demonstrate success in all of these areas:
· Group EBITDA before exceptional items and share based payments of £2.3m (2007: £3.4m loss)
· Improved management at Heathrow operations. - Positive contribution to the Group's results - Increased capacity
· Los Angeles facility - Successful start up in November 2008
Key to the progress achieved were the steps taken to simplify the Group's business by implementing its new divisional structure. This has driven greater ownership throughout the management team, enabling financial performance to be measured more precisely and resulting in a more efficient business with better customer service at lower costs.
The airline industry, which is the Group's principal marketplace, has endured very difficult market conditions throughout the year. Early in the year the rise in the cost of oil per barrel affected the price of aviation fuel, which set the industry on course for substantially reduced profits or losses triggering the need for airlines to reduce costs and numbers of flights. Reflecting the inevitability of impending recession in the major western economies the price of aviation fuel fell from around mid-year providing some relief, but in the autumn passenger numbers also dropped significantly, particularly in the premium cabins (by circa. 25%), putting renewed pressure on airlines' profitability. Initially, these conditions impacted the Products Division with new product programmes being shelved by airlines, product specifications reduced and increasingly lower product volumes being shipped. Subsequently, the Services Division has been impacted by reduced numbers of flights.
An important foundation of the Group's recovery was the successful reorganisation of its capital structure, creating circa | 0 |
1cons | 61201538.txt_1 | 61201538.txt | Successful start up in November 2008
Key to the progress achieved were the steps taken to simplify the Group's business by implementing its new divisional structure. This has driven greater ownership throughout the management team, enabling financial performance to be measured more precisely and resulting in a more efficient business with better customer service at lower costs.
The airline industry, which is the Group's principal marketplace, has endured very difficult market conditions throughout the year. Early in the year the rise in the cost of oil per barrel affected the price of aviation fuel, which set the industry on course for substantially reduced profits or losses triggering the need for airlines to reduce costs and numbers of flights. Reflecting the inevitability of impending recession in the major western economies the price of aviation fuel fell from around mid-year providing some relief, but in the autumn passenger numbers also dropped significantly, particularly in the premium cabins (by circa. 25%), putting renewed pressure on airlines' profitability. Initially, these conditions impacted the Products Division with new product programmes being shelved by airlines, product specifications reduced and increasingly lower product volumes being shipped. Subsequently, the Services Division has been impacted by reduced numbers of flights.
An important foundation of the Group's recovery was the successful reorganisation of its capital structure, creating circa. £18 million of new equity capital, which was successfully executed despite difficult capital market conditions. Following the half year end, £9 million of new equity (before expenses) was raised through a placing of ordinary shares at 7.5 pence per share. These funds were used to finance the opening of the Los Angeles facility and to rebalance the Group's stretched working capital position. At the same time the holders of the Group's £9.3 million of convertible bonds agreed to convert their bonds into ordinary shares. Both proposals were approved by shareholders at the EGM in July 2008 and were completed at the end of August 2008. In addition to raising new cash resources for the Group, these measures bolstered the Group's net asset position by £16.9 million, which at the end of the year stood at £17.5 million.
As part of the capital reorganisation the opportunity was taken to transfer the trading of the Company's ordinary shares to the AIM market of London Stock Exchange plc. The Board considers AIM to be a more appropriate market for the Company and in doing so this will lead to a reduced administrative burden and lower on-going costs associated with being a public company.
The Group's businesses have been re-branded to develop | 1 |
1cons | 61201538.txt_2 | 61201538.txt | . £18 million of new equity capital, which was successfully executed despite difficult capital market conditions. Following the half year end, £9 million of new equity (before expenses) was raised through a placing of ordinary shares at 7.5 pence per share. These funds were used to finance the opening of the Los Angeles facility and to rebalance the Group's stretched working capital position. At the same time the holders of the Group's £9.3 million of convertible bonds agreed to convert their bonds into ordinary shares. Both proposals were approved by shareholders at the EGM in July 2008 and were completed at the end of August 2008. In addition to raising new cash resources for the Group, these measures bolstered the Group's net asset position by £16.9 million, which at the end of the year stood at £17.5 million.
As part of the capital reorganisation the opportunity was taken to transfer the trading of the Company's ordinary shares to the AIM market of London Stock Exchange plc. The Board considers AIM to be a more appropriate market for the Company and in doing so this will lead to a reduced administrative burden and lower on-going costs associated with being a public company.
The Group's businesses have been re-branded to develop and re-establish brand value in their markets with the Products business retaining the Watermark name whilst the Group was renamed Journey Group plc.
The past year has been testing for all those involved in the business. Even so, during this period we have been able to continue to provide an excellent service to our customers. I would like to take this opportunity to thank our employees, customers and suppliers for their continued support during this period.
J o u R N E y G R o u P P L C Annual Report & Accounts 2008
1
eXeCUtIVe CHAIRMAn's LetteR to sHAReHoLDeRs
ResULts The results for the year were as follows: Year to 31 December
Revenue
EBITDA Depreciation and amortization operating profit/(loss) before exceptional items and share based payments
Share based payments Exceptional items Net interest payable
Loss before taxation
Basic loss per share (pence)
2008 £m
91.3
2.3 (1.7) 0.6
(0.5) (9.3) (1.3)
(10.5)
8.1
2007 | 2 |
1cons | 61201538.txt_3 | 61201538.txt | and re-establish brand value in their markets with the Products business retaining the Watermark name whilst the Group was renamed Journey Group plc.
The past year has been testing for all those involved in the business. Even so, during this period we have been able to continue to provide an excellent service to our customers. I would like to take this opportunity to thank our employees, customers and suppliers for their continued support during this period.
J o u R N E y G R o u P P L C Annual Report & Accounts 2008
1
eXeCUtIVe CHAIRMAn's LetteR to sHAReHoLDeRs
ResULts The results for the year were as follows: Year to 31 December
Revenue
EBITDA Depreciation and amortization operating profit/(loss) before exceptional items and share based payments
Share based payments Exceptional items Net interest payable
Loss before taxation
Basic loss per share (pence)
2008 £m
91.3
2.3 (1.7) 0.6
(0.5) (9.3) (1.3)
(10.5)
8.1
2007 £m
106.0
(3.4) (1.7) (5.1)
(0.3) (24.8)
(1.6)
(31.8)
69.1
The results demonstrate a significant improvement in profitability. In particular, EBITDA before exceptional items and share based payments of £2.3 million was achieved compared with a loss of £3.4 million for 2007. At the operating profit level prior to exceptional items and share based payments the Group achieved a profit of £0.6 million compared with a loss of £5.1 million in 2007.
The Group had exceptional items of £9.3 million. The two major items were a non-cash fair value charge amounting to £5.0 million arising from the reorganisation of the Group's capital structure and £2.8 million of start-up costs relating to the Los Angeles facility. There was a net loss before taxation of £10.5 million and a basic loss of 8.1 pence per share whilst net debt fell considerably by £7.8 million from £13.5 million to £5.7 million.
seRVICes DIVIsIon Year | 3 |
1cons | 61201538.txt_b0 | 61201538.txt | a.m. on 12 June 2009 (being the last business day prior to the publication of this notice), the Company's issued share capital comprised 290,572,553 ordinary shares of 1 pence each. Each ordinary share carries the right to one vote at a general meeting of the Company.
8) In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives - www.icsa.org.uk - for further details of this procedure. The guidance includes a sample form of representation letter if the chairman is being appointed as described in (i) above.
PRINTED IN THE E.u. By garnsons LtD. www.garnsons.co.uk
88
JouRNEy GRouP PLC Annual Report & Accounts 2008
state of the art, innovative airline mealservice equipment.
Air Fayre in-flight catering logistics.
Branded cosmetics and signature amenities for the airline, rail and hotel sectors.
on-board print media.
elev8 In-flight retailing.
Recycling, laundry and usage control programmes of on-board cabin amenities.
this annual report is printed on paper made from chlorine free woodpulp, farmed from sustainable forest stocks.
Journey Group plc
the encompass Centre International Avenue Heston Middlesex tW5 9nJ United Kingdom tel: +44 (0)20 8606 2000 Fax: +44 (0)20 8606 2001
www.journeygroup.plc.uk
| 4 |
1cons | 61201538.txt_b1 | 61201538.txt | 2001, only those shareholders included in the register of members of the Company before 11.00 a.m. on 28 July 2009 or, if the meeting is adjourned, in the register of members before 11.00 a.m. on the day which is two days before the day of any adjourned meeting, will be entitled to attend and to vote at the annual general meeting in respect of the number of shares registered in their names at that time. Changes to entries on the share register after 11.00 a.m. on 28 July 2009 or, if the meeting is adjourned, in the register of members after 11.00 a.m. on the day which is two days before the day of any adjourned meeting, will be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.
6) Copies of the directors' service contracts and letters of appointment are available for inspection at the Company's registered office during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) until the end of the Annual General Meeting and will also be available for inspection at the place of the Annual General Meeting for at least 15 minutes before and during the Annual General Meeting.
7) As at 11.00 a.m. on 12 June 2009 (being the last business day prior to the publication of this notice), the Company's issued share capital comprised 290,572,553 ordinary shares of 1 pence each. Each ordinary share carries the right to one vote at a general meeting of the Company.
8) In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies | 5 |
1cons | 61870838.txt_0 | 61870838.txt | Iren Group 1
Contents
2
NOTICE OF CALL OF THE ORDINARY SHAREHOLDERS' MEETING
The shareholders are called to the ordinary meeting to be held at the Sala Campioli, Via Nubi di Magellano 30, Reggio Emilia on 27 June 2013 at 11 a.m., on first call, to discuss and resolve the following
AGENDA:
1) Financial statements at 31 December 2012 and Directors' Report: inherent and consequent resolutions.
2) Remuneration Report (section 1, pursuant to Art. 123-ter, paragraph 3, of the Consolidated Law on Finance): inherent and consequent resolutions.
3) Appointment of the Board of Directors and relative company officers within the competence of the shareholders' meeting as per the Articles of Association, for the 2013-2014-2015 three-year period (expiry: date of approval of the 2015 financial statements): inherent and consequent resolutions.
4) Determination of the annual fees to be paid to members of the Board of Directors: inherent and consequent resolutions.
16 May 2013
The Chairman of the Board of Directors (Roberto Bazzano)
Iren Group 1
KEY FIGURES OF THE IREN GROUP
2012
2011 Restated
% Change
Income statement figures (millions of euro)
Revenue Gross operating profit Operating profit Pre-tax profit Consolidated profit/(loss) for the period
4,328 630 341 247 162
3,521
22.9
592
6.3
309
10.5
11
(*)
(102)
(*)
Statement of financial position figures (millions of euro)
At 31/12/2012
At 31/12/2011
Net invested capital Equity Net financial position
4,509 1,954 (2,555)
4,497
0.3
1,845
5.9
(2,653)
(3.7)
Financial/economic indicators
2012
2011
GOP/Revenue Debt/Equity
14.55% 1.31
16.82% 1.44
Technical and trading figures
2012
2011
Electrical energy sold | 0 |
1cons | 61870838.txt_1 | 61870838.txt | ren Group 1
KEY FIGURES OF THE IREN GROUP
2012
2011 Restated
% Change
Income statement figures (millions of euro)
Revenue Gross operating profit Operating profit Pre-tax profit Consolidated profit/(loss) for the period
4,328 630 341 247 162
3,521
22.9
592
6.3
309
10.5
11
(*)
(102)
(*)
Statement of financial position figures (millions of euro)
At 31/12/2012
At 31/12/2011
Net invested capital Equity Net financial position
4,509 1,954 (2,555)
4,497
0.3
1,845
5.9
(2,653)
(3.7)
Financial/economic indicators
2012
2011
GOP/Revenue Debt/Equity
14.55% 1.31
16.82% 1.44
Technical and trading figures
2012
2011
Electrical energy sold (GWh) Heat energy produced (GWht) District heating volume (mln m³) Gas sold (mln m3) Water distributed (mln m³) Waste handled (tons) (*) Change of more than 100%
17,053 2,931 76 3,169 179
954,450
13,816
23.4
2,572
14.0
72
5.5
3,108
2.0
181
(0.9)
1,017,312
(6.2)
The figures as at 31 December 2011, shown for comparison purposes, were restated due to the early adoption of the revised version of IAS 19 Employee benefits.
Iren is a multiutility company listed on the Italian Stock Exchange, established on 1 July 2010 as a result of the merger of IRIDE and ENÌA. It operates in the sectors of electrical energy (production, distribution and sale), heat (production, carriage and sale), gas (distribution and sale), integrated water services, waste management services (collection and disposal of waste) and services for public administration. | 1 |
1cons | 61870838.txt_2 | 61870838.txt | (GWh) Heat energy produced (GWht) District heating volume (mln m³) Gas sold (mln m3) Water distributed (mln m³) Waste handled (tons) (*) Change of more than 100%
17,053 2,931 76 3,169 179
954,450
13,816
23.4
2,572
14.0
72
5.5
3,108
2.0
181
(0.9)
1,017,312
(6.2)
The figures as at 31 December 2011, shown for comparison purposes, were restated due to the early adoption of the revised version of IAS 19 Employee benefits.
Iren is a multiutility company listed on the Italian Stock Exchange, established on 1 July 2010 as a result of the merger of IRIDE and ENÌA. It operates in the sectors of electrical energy (production, distribution and sale), heat (production, carriage and sale), gas (distribution and sale), integrated water services, waste management services (collection and disposal of waste) and services for public administration.
Iren is structured as an industrial holding with main corporate offices in Reggio Emilia, operating units in Genoa, Parma, Piacenza, and Turin, and it has other companies in charge of the individual business lines. The holding company handles strategic, development, coordination and control activities, while the five operating companies ensure the coordination and development of business lines as follows:
· Iren Acqua Gas operates in the integrated water cycle sector; · Iren Energia operates in the electrical and heat energy production and technological services sector; · Iren Mercato manages the sale of electrical energy, gas and district heating; · Iren Emilia operates in the gas sector, handles waste collection, environmental health and the
management of local services; · Iren Ambiente handles the design and management of waste treatment and disposal plants and
operates in the renewable energy sector.
2 Directors' Report at 31 December 2012
Electrical energy production: thanks to a considerable number of electrical energy and heat energy plants for district heating production, the overall production capacity is over 7,700 GWh/year, including the portion ensured by Edipower. Gas distribution: through its 9,000 km network, Iren serves over one | 2 |
1cons | 61870838.txt_3 | 61870838.txt |
Iren is structured as an industrial holding with main corporate offices in Reggio Emilia, operating units in Genoa, Parma, Piacenza, and Turin, and it has other companies in charge of the individual business lines. The holding company handles strategic, development, coordination and control activities, while the five operating companies ensure the coordination and development of business lines as follows:
· Iren Acqua Gas operates in the integrated water cycle sector; · Iren Energia operates in the electrical and heat energy production and technological services sector; · Iren Mercato manages the sale of electrical energy, gas and district heating; · Iren Emilia operates in the gas sector, handles waste collection, environmental health and the
management of local services; · Iren Ambiente handles the design and management of waste treatment and disposal plants and
operates in the renewable energy sector.
2 Directors' Report at 31 December 2012
Electrical energy production: thanks to a considerable number of electrical energy and heat energy plants for district heating production, the overall production capacity is over 7,700 GWh/year, including the portion ensured by Edipower. Gas distribution: through its 9,000 km network, Iren serves over one million customers. Electrical energy distribution: with over 7,439 km of low, medium and high voltage networks, the Group distributes electrical energy to over 691,000 customers in Turin and Parma. Integrated water cycle: with over 14,100 km of aqueduct networks, over 8,000 km of sewerage networks and 813 treatment plants, Iren provides services to over 2,400,000 residents. Waste management cycle: with 123 equipped ecological stations, 2 waste-to-energy plants, 1 landfill, 11 treatment plants and 2 composting plants, the Group serves 116 municipalities for a total of more than 1,139,000 residents. District heating: through 825 km of dual-pipe underground networks the Iren Group supplies heating for an overall volume of around 76.5 million m³, equivalent to a population served of over 750,000 individuals. Sales of gas, electrical energy and heat energy: each year the Group sells over 3.2 billion cubic metres of gas, around 17,053 GWh of electrical energy and 2,980 GWht of heat for the district heating networks.
Iren Group 3
COMPANY OFFICERS
Board of Directors
Chairman Deputy Chairman CEO General Manager Directors | 3 |
1cons | 61870838.txt_b0 | 61870838.txt | of Statutory Auditors therefore invites Shareholders to act accordingly.
Turin, 29 April 2013
Paolo Peveraro, chairman Aldo Milanese, standing auditor Annamaria Fellegara, standing auditor
The Board of Statutory Auditors
Iren Group 291
SUMMARY OF RESOLUTIONS PASSED BY THE SHAREHOLDERS' MEETING
The Ordinary Shareholders' Meeting: · having viewed the Financial Statements as 31 December 2012 and the Board of Directors' Report on
Operations; · having viewed the Report by the Board of Statutory Auditors; · having viewed the Report by the Independent Auditor PriceWaterhouseCoopers S.p.A.; · having acknowledged the proposed allocation of the profit for the year, i.e. euro 70,311,187.34 as
follows: - euro 3,515,559.37 i.e. 5% of the profit for the year, to legal reserve; - euro 66,746,602.91 to Shareholders' dividend, amounting to euro 0.0523 for each of the
1,181,725,677 ordinary shares and of the 94,500,000 savings shares payable from 4 July 2013 with coupon detachment date 1 July 2013 on shares held as at 3 July 2013 (record date); - to extraordinary reserve the residual amount, i.e. euro 49,025.06;
resolves 1) to approve the Financial Statements of Iren S.p.A. at 31 December 2012 and the Report on
Operations prepared by the Board of Directors; 2) to approve the proposed allocation of the profit for the year, i.e. euro 70,311,187.34 as follows:
- euro 3,515,559.37 i.e. 5% of the profit for the year, to legal reserve; - euro 66,746,602.91 to Shareholders' dividend, amounting to euro 0.0523 for each of the
1,181,725677 ordinary shares and of the 94,500,000 savings shares payable from 4 July 2013 with coupon detachment date 1 July 2013 on shares held as at 3 July 2013 (record date); - to extraordinary reserve the residual amount, i.e. euro 49,025.06.
292 Summary of resolutions passed by the shareholders' meeting
Iren Group 293
294 Summary of resolutions passed by the shareholders' meeting
| 4 |
1cons | 61870838.txt_b1 | 61870838.txt | the Company, the results of its operations and its cash flows. Having verified the preparation process for the separate and consolidated financial statements and the related opinions issued by PricewaterhouseCoopers S.p.A., the Board has no remarks to make concerning the technical fairness of the financial statements. Where deemed useful, the Board expressed indications and recommendations with a view to enhancing the methods and tools used in running the company, and on the correct application of regulations in force. During the supervisory activity carried out and based on information obtained by the auditing company, no censurable event, omissions or irregularities worthy of note and that require comment, have been reported, nor is it necessary to submit any remarks or proposals to the Shareholders' Meeting.
In view of the above, the Board acknowledges that the information provided by the Board of Directors was complete and adequate, and was consistent with the figures shown in the financial statements. It makes no remarks and proposals as regards the approval of the financial statements at 31 December 2012 and the proposal of the Board of Directors to allocate the profit for the year.
With the Shareholders' Meeting held to approve the 2012 financial statements the mandate assigned to the Board of Directors by the Shareholders' Meeting of 27 August 2010 expires. The Board of Statutory Auditors therefore invites Shareholders to act accordingly.
Turin, 29 April 2013
Paolo Peveraro, chairman Aldo Milanese, standing auditor Annamaria Fellegara, standing auditor
The Board of Statutory Auditors
Iren Group 291
SUMMARY OF RESOLUTIONS PASSED BY THE SHAREHOLDERS' MEETING
The Ordinary Shareholders' Meeting: · having viewed the Financial Statements as 31 December 2012 and the Board of Directors' Report on
Operations; · having viewed the Report by the Board of Statutory Auditors; · having viewed the Report by the Independent Auditor PriceWaterhouseCoopers S.p.A.; · having acknowledged the proposed allocation of the profit for the year, i.e. euro 70,311,187.34 as
follows: - euro 3,515,559.37 i.e. 5% of the profit for the year, to legal reserve; - euro 66,746,602.91 to Shareholders' dividend, amounting to euro 0.0523 for each of the
1,181,725,677 ordinary shares and of the 94,500,000 savings shares payable from | 5 |
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