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1cons | 61704123.txt_0 | 61704123.txt | 2011
REGISTRATION DOCUMENT
Financial Report
UNIQUE
Building together a sea of trust
CONTENTS
BOURBON IN 2011
3
1 Key figures
4
Stock Market data
5
Management bodies
7
OVERVIEW OF THE GROUP
9
2 BOURBON timeline
10
BOURBON simplified organizational chart
11
Activities
12
Innovation
13
Competitive environment
14
Main market trends
14
MANAGEMENT REPORT
15
3 Activities and Highlights
16
Results
16
Corporate Governance
22
Risk factors
37
Social and environmental information
47
BOURBON SA and its shareholders
51
Proposals of the Board of Directors
55
Financial results of the parent company over
the last five years
58
Table summarizing the delegations of authority
and the powers granted by the General Meeting
to the Board of Directors for capital increases
59
CONSOLIDATED FINANCIAL
4 STATEMENTS
61
Financial position statement
62
Statement of comprehensive income
63
Statement of consolidated cash flows
65
Changes in equity statement
66
Notes to the consolidated financial statements
68
Statutory Auditors' report on the
consolidated financial statements (year
ended December 31, 2011)
122
COMPANY FINANCIAL STATEMENTS 125
5 Parent company balance sheet
126
Comprehensive income statement
128
Notes to the annual financial statements
129
Statutory Auditors' report on the financial
statements (of the parent company only) year
ended December 31, 2011
138
Statutory Auditors' special report on regulated
agreements and commitments
140
REPORT OF THE CHAIRMAN
143
6 Report of the Chairman of the Board of Directors
on the modus operandi of the Board of Directors
and on internal control and risk management
procedures
144
Statutory Auditors' report, prepared in accordance
| 0 |
1cons | 61704123.txt_1 | 61704123.txt | SOLIDATED FINANCIAL
4 STATEMENTS
61
Financial position statement
62
Statement of comprehensive income
63
Statement of consolidated cash flows
65
Changes in equity statement
66
Notes to the consolidated financial statements
68
Statutory Auditors' report on the
consolidated financial statements (year
ended December 31, 2011)
122
COMPANY FINANCIAL STATEMENTS 125
5 Parent company balance sheet
126
Comprehensive income statement
128
Notes to the annual financial statements
129
Statutory Auditors' report on the financial
statements (of the parent company only) year
ended December 31, 2011
138
Statutory Auditors' special report on regulated
agreements and commitments
140
REPORT OF THE CHAIRMAN
143
6 Report of the Chairman of the Board of Directors
on the modus operandi of the Board of Directors
and on internal control and risk management
procedures
144
Statutory Auditors' report, prepared in accordance
with Article L. 225-235 of French Company law
(Code de Commerce) on the report prepared
by the Chairman of the Board of Directors
of the company BOURBON (Year ended
December 31, 2011)
152
OTHER LEGAL AND FINANCIAL
7 INFORMATION
153
General information on BOURBON SA
and its capital
154
Trademarks, licenses, patents, real properties,
plant and equipment
162
Notice of General Meeting
164
Proposed resolutions to be put to the Combined
General Meeting
165
Statutory Auditors' report on the proposed
decrease in share capital
171
Statutory Auditors' report on the issue of
shares or marketable securities with retention of
preferentIAL subscription right
172
Statutory Auditors' report on the issue of shares
or marketable securities with cancellation of
preferential subscription rights
173
Statutory Auditors' report on the issue of
shares or marketable securities with retention of
preferential subscription
| 1 |
1cons | 61704123.txt_2 | 61704123.txt |
with Article L. 225-235 of French Company law
(Code de Commerce) on the report prepared
by the Chairman of the Board of Directors
of the company BOURBON (Year ended
December 31, 2011)
152
OTHER LEGAL AND FINANCIAL
7 INFORMATION
153
General information on BOURBON SA
and its capital
154
Trademarks, licenses, patents, real properties,
plant and equipment
162
Notice of General Meeting
164
Proposed resolutions to be put to the Combined
General Meeting
165
Statutory Auditors' report on the proposed
decrease in share capital
171
Statutory Auditors' report on the issue of
shares or marketable securities with retention of
preferentIAL subscription right
172
Statutory Auditors' report on the issue of shares
or marketable securities with cancellation of
preferential subscription rights
173
Statutory Auditors' report on the issue of
shares or marketable securities with retention of
preferential subscription
174
Annual information document
175
Persons responsible for the Registration Document
and the auditing of the financial statements
177
Concordance tables
178
2011 REGISTRATION DOCUMENT
Financial Report
This Registration Document contains all the information included in the annual financial report, as filed with the «Autorité des Marchés Financiers» - the French financial regulator.
This document is an unofficial translation of the French Document de Référence, which was filed with the French Autorité des Marchés Financiers (AMF) on April 27, 2012, in accordance with article 212-13 of the AMF General Regulations. This unofficial translation has been prepared by BOURBON for the information and convenience of English-speaking readers and has not been reviewed or registered with the AMF. The French Document de Référence may be used for purposes of a financial transaction if supplemented with an offering memorandum approved by the AMF. In the event of any ambiguity or discrepancy between this unofficial translation and the French Document de Référence, the French version shall prevail.
The full Registration Document can be consulted and downloaded at www.bour | 2 |
1cons | 61704123.txt_3 | 61704123.txt |
174
Annual information document
175
Persons responsible for the Registration Document
and the auditing of the financial statements
177
Concordance tables
178
2011 REGISTRATION DOCUMENT
Financial Report
This Registration Document contains all the information included in the annual financial report, as filed with the «Autorité des Marchés Financiers» - the French financial regulator.
This document is an unofficial translation of the French Document de Référence, which was filed with the French Autorité des Marchés Financiers (AMF) on April 27, 2012, in accordance with article 212-13 of the AMF General Regulations. This unofficial translation has been prepared by BOURBON for the information and convenience of English-speaking readers and has not been reviewed or registered with the AMF. The French Document de Référence may be used for purposes of a financial transaction if supplemented with an offering memorandum approved by the AMF. In the event of any ambiguity or discrepancy between this unofficial translation and the French Document de Référence, the French version shall prevail.
The full Registration Document can be consulted and downloaded at www.bourbon-online.com
BOURBON - 2011 Registration Document
1
2
BOURBON - 2011 Registration Document
BOURBON IN 2011
KEY FIGURES STOCK MARKET DATA Historic data Adjusted data
1
4
MANAGEMENT BODIES
7
Executive Committee as of December 31, 2011
7
5
Board of Directors as of December 31, 2011
7
6
Committees of the Board of Directors
7
6
Nominating, Compensation and Governance
Committee
7
Audit Committee
7
BOURBON - 2011 Registration Document
3
1
BOURBON IN 2011
Key figures
1. KEY FIGURES
3 REVENUES (IN MILLIONS)
Changes in consolidation
scope
961 148
Constant scope 813
850 850
1,008 1,008
2009
2010
2011
3 NET INCOME GROUP SHARE (IN MILLIONS)
Changes in consolidation
scope
155 | 3 |
1cons | 61704123.txt_b0 | 61704123.txt | -137 N/A
62-121; 126-137
122-123; 138-139 140-142; 152; 171-174
N/A December 31, 2011
N/A
N/A 6; 21; 21; 51; 55;
155-156; 165 42; 90; 131 16; 78-79
51; 88 N/A
52-53; 132; 160 33-35; 53; 89; 157-159
N/A N/A 159
154 144-145; 154-155
54-55; 157; 165 54
155
N/A 155; 159-160; 176
N/A N/A N/A 175-176 116-121; 136-137
Pursuant to Article 28 of European Commission regulation No. 809/2004 of April 29, 2004, the following information is included by reference: 3 the consolidated and annual financial statements, together with the corresponding Statutory Auditors' reports, are found on pages 55 to
140 of the 2010 Registration Document filed with the Autorité des marchés financiers (AMF) on April 27, 2011, under number D.11-0372; 3 the consolidated and annual financial statements, together with the corresponding Statutory Auditors' reports, are found on pages 51 to
129 of the 2009 Registration Document filed with the Autorité des marchés financiers (AMF) on May 18, 2010, under number D.10-0452. Parts not included in these documents are either irrelevant to the investor or included elsewhere in the present Registration Document.
180 BOURBON - 2011 Registration Document
This document was printed in France by an Imprim' Vert certified printer on recyclable, chlorine-free and PEFC certified paper produced from sustainably managed forests.
Photos: © BOURBON; © Jean-Noël Lanthiez; © Philippe Guignard
A French Société Anonyme with capital of 43,055,075 euros Company registration: RCS PARIS 310 879 499 Corporate office: 33, rue du Louvre - 75002 Paris - France Tel: +33 (0)1 40 13 86 16 - Fax: +33 (0)1 40 28 40 31 Investor relations, analysts, shareholders: investor-relations@bourbon-online.com
www.bourbon-online.com
| 4 |
1cons | 61704123.txt_b1 | 61704123.txt | .7 History of the issuer's share capital over the last three years
21.2
Memorandum and bylaws
21.2.1 Corporate purpose of the issuer
21.2.2 Statutory provisions and charters concerning members of administrative and management bodies
21.2.3 Rights, preferences and restrictions attached to each class of existing shares
21.2.4 Actions required to change shareholders' rights
21.2.5 Notices to attend General Shareholders' Meetings and conditions for admission
21.2.6 Issuer's statutory provisions, charter or regulations that may delay, defer or prevent a change in control of the issuer
21.2.7 Disclosures of statutory thresholds crossed
21.2.8 Conditions more stringent than the law for modifying the share capital
22.
Significant contracts (other than contracts entered into in the normal course of business)
23.
Information from third parties, statements by experts and declarations of interest
24.
Publicly-available documents
25.
Information on equity interests
N/A: not applicable.
Registration Document
62-121; 126-137 N/A
62-121; 126-137
122-123; 138-139 140-142; 152; 171-174
N/A December 31, 2011
N/A
N/A 6; 21; 21; 51; 55;
155-156; 165 42; 90; 131 16; 78-79
51; 88 N/A
52-53; 132; 160 33-35; 53; 89; 157-159
N/A N/A 159
154 144-145; 154-155
54-55; 157; 165 54
155
N/A 155; 159-160; 176
N/A N/A N/A 175-176 116-121; 136-137
Pursuant to Article 28 of European Commission regulation No. 809/2004 of April 29, 2004, the following information is included by reference: 3 the consolidated and annual financial statements, together with the corresponding Statutory Auditors' reports, are found on pages 55 to
140 of the 2010 Registration Document filed with the Autorité des marchés financiers (AMF) on April 27, 2011, under number D.11-0372; 3 the | 5 |
1cons | 60233317.txt_0 | 60233317.txt | 01 Chairman's Message 04 This is SSL International 06 Chief Executive's Review 08 Operating Review 20 Financial Review 26 Group Board 28 Corporate Governance
29 Directors' Report 31 Remuneration Report 35 Directors' Responsibilities 35 Report of the Auditors 36 Consolidated Profit and
Loss Account 37 Consolidated and Company
Balance Sheets
38 Consolidated Cash Flow Statement 39 Consolidated Statement of
Total Recognised Gains and Losses 39 Reconciliation of Movements in
Shareholders' Funds 40 Notes to the Financial Statements 62 Five Year Record 62 Financial Calendar
63 SSL Directory 64 Company Information
SSL is a world-class company, manufacturing and selling a comprehensive range of medical and consumer healthcare products in strategically defined core business areas designed to maximise shareholder value.
Chairman's Message
SSL International plc
01
Annual Report 2002
This report to shareholders marks the close of the first full year of the Group under the stewardship of our new management team. The year has, as expected, proved to be extremely challenging. We have responded to and corrected the management and reporting issues we inherited, including an SFO enquiry into these problems. We have strengthened the management in depth throughout the business, recruiting to supplement the development of our existing talent. We have also eliminated the excess stock held by our customers, with the consequential short-term impact on the Group's turnover.
The innovative launch of Biogel® SkinsenseTM N has captured 29 per cent of the growing synthetic sector of the US market.
SSL's leading head lice treatment, Full Marks, has recently won the UK's top OTC Marketing Award for most effective OTC marketing campaign.
£592m
Full year sales were in line with expectations whilst management have successfully eliminated trade loading. Underlying sales growth in core brands exceeded four per cent.
Investment in training and development, coupled with a new transparent culture across the Group, is helping to motivate employees and drive innovation.
Chairman's Message continued
SSL International plc
02
Annual Report 2002
The underlying strengths of the business remain intact. We have a portfolio of powerful brands in the shape of Durex, Scholl, Regent and Hibi. We operate in sectors with strong growth and healthy margins, and we have experienced resilient trading throughout the year in a competitive marketplace.
At the interim announcement in November, we outlined our strategic objective of | 0 |
1cons | 60233317.txt_1 | 60233317.txt | recruiting to supplement the development of our existing talent. We have also eliminated the excess stock held by our customers, with the consequential short-term impact on the Group's turnover.
The innovative launch of Biogel® SkinsenseTM N has captured 29 per cent of the growing synthetic sector of the US market.
SSL's leading head lice treatment, Full Marks, has recently won the UK's top OTC Marketing Award for most effective OTC marketing campaign.
£592m
Full year sales were in line with expectations whilst management have successfully eliminated trade loading. Underlying sales growth in core brands exceeded four per cent.
Investment in training and development, coupled with a new transparent culture across the Group, is helping to motivate employees and drive innovation.
Chairman's Message continued
SSL International plc
02
Annual Report 2002
The underlying strengths of the business remain intact. We have a portfolio of powerful brands in the shape of Durex, Scholl, Regent and Hibi. We operate in sectors with strong growth and healthy margins, and we have experienced resilient trading throughout the year in a competitive marketplace.
At the interim announcement in November, we outlined our strategic objective of being consistently successful in delivering superior shareholder returns. Our job is to focus on building and acquiring strong healthcare brands and businesses, to drive innovation, and to motivate and develop our people to give us the platform with which to succeed.
Results In May 2001, the Group announced that it would cease the practice of providing incentives for customers to purchase excess stock at the end of financial periods -- a practice known as trade loading. I am very pleased to report that all excess stock created in this way has now gone from our customers' warehouses, leaving a clear base on which to build sales.
The consequence of this is that we report sales of £592 million and pre-exceptional operating profits of £54 million. After adjusting for the effects of eliminating trade loading and for acquisitions and disposals, we estimate that the underlying sales growth of our core consumer and medical businesses was a little over four per cent and that an underlying operating profit of £81 million was achieved on underlying sales of £629 million.
Dividend Your Board is recommending that a final dividend of 8.4 pence per share be approved at the Annual General Meeting to be held on 16 July 2002. This will make a total dividend for the year of 12.3 pence per share, in | 1 |
1cons | 60233317.txt_2 | 60233317.txt | being consistently successful in delivering superior shareholder returns. Our job is to focus on building and acquiring strong healthcare brands and businesses, to drive innovation, and to motivate and develop our people to give us the platform with which to succeed.
Results In May 2001, the Group announced that it would cease the practice of providing incentives for customers to purchase excess stock at the end of financial periods -- a practice known as trade loading. I am very pleased to report that all excess stock created in this way has now gone from our customers' warehouses, leaving a clear base on which to build sales.
The consequence of this is that we report sales of £592 million and pre-exceptional operating profits of £54 million. After adjusting for the effects of eliminating trade loading and for acquisitions and disposals, we estimate that the underlying sales growth of our core consumer and medical businesses was a little over four per cent and that an underlying operating profit of £81 million was achieved on underlying sales of £629 million.
Dividend Your Board is recommending that a final dividend of 8.4 pence per share be approved at the Annual General Meeting to be held on 16 July 2002. This will make a total dividend for the year of 12.3 pence per share, in line with the previous year. The dividend has been held this year to reflect the lower profits achieved during our elimination of trade loading. In future, we intend to continue our policy of maintaining progressive dividend growth, whilst at the same time retaining sufficient funds in our business to enable us to grow, both organically and by acquisition. The dividend will be paid on 1 August to shareholders who are on the register on 7 June 2002.
Group Development As highlighted throughout this report, we have dedicated considerable resource into building the value of our core brands through increased advertising and promotional expenditure, and continued investment in research and development of new products.
We have disposed of a number of non-core brands in the year: the UK continence care business for £80 million and a number of over-the-counter pharmaceutical brands for £13.5 million.
We have also recognised the need to take radical action to reduce our operating costs in order to enable the Group to continue to invest in its future, while at the same time generating increasing returns for shareholders.
As a result of these initiatives, a number of loyal employees have left the business. I want to thank them for their service to SSL and wish them well for the future.
Turnover Operating Profit* Profit | 2 |
1cons | 60233317.txt_3 | 60233317.txt | line with the previous year. The dividend has been held this year to reflect the lower profits achieved during our elimination of trade loading. In future, we intend to continue our policy of maintaining progressive dividend growth, whilst at the same time retaining sufficient funds in our business to enable us to grow, both organically and by acquisition. The dividend will be paid on 1 August to shareholders who are on the register on 7 June 2002.
Group Development As highlighted throughout this report, we have dedicated considerable resource into building the value of our core brands through increased advertising and promotional expenditure, and continued investment in research and development of new products.
We have disposed of a number of non-core brands in the year: the UK continence care business for £80 million and a number of over-the-counter pharmaceutical brands for £13.5 million.
We have also recognised the need to take radical action to reduce our operating costs in order to enable the Group to continue to invest in its future, while at the same time generating increasing returns for shareholders.
As a result of these initiatives, a number of loyal employees have left the business. I want to thank them for their service to SSL and wish them well for the future.
Turnover Operating Profit* Profit before tax* Basic earnings per share* Dividend per share Net debt
* Before exceptional items
£m 2002
592.4 54.1 28.5 10.4p 12.3p
307.9
£m 2001
649.3 116.0 91.3 36.3p 12.3p 380.9
£80m
In September 2001 the SSL continence care business was sold for £80 million, realising cash for the Group and allowing greater focus on SSL's remaining core businesses.
All excess stock has now been removed from our customers' warehouses, leaving a clear base on which to achieve our brand-building objectives
SSL International plc
03
Annual Report 2002
Directors In March this year, we strengthened the Board with the appointment of Eric Anstee and Peter Read. Eric was previously Finance Director of Old Mutual plc, a major fund management group, and Peter spent his executive career in a variety of senior positions in the Hoechst Group of Companies. Peter is also a past President of the Association of British Pharmaceutical Industries.
Rod Sellers has announced that he will step down from the Board immediately following the AGM. Rod has | 3 |
1cons | 60233317.txt_b0 | 60233317.txt | Perali Road Virudhunagar -- 626 001 India
TTK-LIG Limited 35 Old Trunk Road, Pallavaram Chennai 600 043 India
LRC Hospital Products Sdn Bhd P O Box 52 Lot 9 Lorong Perusahaan 4 Kulim Ind Estate 0900 Kulim Kedah Malaysia
LRC Malaysia Sdn Bhd P O Box 7 Kulim Industrial Estate 09000 Kulim Kedah Malaysia
Research & Development UK and Eire SSL International plc Tubiton House Brook Street Oldham OL1 3HS
SSL International plc 205 Cambridge Science Park Milton Road Cambridge CB4 4GZ Americas
Silipos Inc 7049 Williams Road Niagara Falls New York USA
Asia Pacific and Rest of the World LRC Hospital Products Sdn Bhd P O Box 52 Lot 9 Lorong Perusahaan 4 Kulim Industrial Estate 09000 Kulim Kedah Malaysia
Company Information
Secretary and Registered Office Jonathan D. Jowett Toft Hall Knutsford Cheshire WA16 9PD
Stockbrokers Cazenove & Co 12 Tokenhouse Yard London EC2R 7AN
Credit Suisse First Boston de Zoete & Bevan Limited One Cabot Square London E14 4OJ
Auditors KPMG Audit Plc 8 Salisbury Square London EC4Y 8B3
Solicitors Allen & Overy One New Change London EC4M 9QQ
DLA 101 Barbirolli Square Manchester M2 3DL
Principal Bankers Barclays Bank plc North West Large Corporate Banking 51 Mosley Street Manchester M60 3DQ
Registrars Capita IRG plc Balfour House 390/398 High Road Ilford Essex 1G1 1NQ
Public Relations Advisers The Maitland Consultancy 12th Floor Orion House 5 Upper St. Martins Lane London WC2H 9EA
The following are trade marks of the SSL Group: Aquaflex, Avance, Brevet, Cuprofen, Durex, Epaderm, Flight Socks, Full Marks, Gelactiv, Gelusoft, Hibi, Lyofoam, Manugel, Marigold, Meltus, Poviderm, ProSport, Regent Biogel, Remegel, Resolve, Sauber, Scholl, Silipos, Skinsense, Syndol, Tubifast.
| 4 |
1cons | 60233317.txt_b1 | 60233317.txt | Park Traynor Way off Shotton Lane Peterlee Co. Durham SR8 2RU
SSL International plc No 3 Bridge Street Bootle L20 8AL
SSL International plc Amberley Drive Sinfin Lane Derby DE24 9RE
Simco Limited Braye Road Industrial Estate Guernsey GY3 5XA
SSL Directory continued
SSL International plc
64
Annual Report 2002
SSL International plc Group Distribution Centre M3 Heywood Distribution Park Heywood Lancashire OL10 2TT
SSL International plc Group Distribution Centre 51--52 Stakehill Distribution Centre Finlan Road Middleton M24 2SJ
Continental Europe Franco Manufactura De Luvas LDA Zona Industrial Apartado 41 3350 Vila Nova de Poiares Portugal
SSL Healthcare Manufacturing SA Avenida Can Fatjo 151 08191 Rubi Barcelona Spain
Americas Silipos Inc. 7049 Williams Road Niagara Falls New York USA
Asia Pacific and Rest of the World SSL Manufacturing (Thailand) Limited Wellgrow Industrial Estate 100 Moo 5, Bangna -- Trad Road KM#36 Bangsamak Bangpakong Chachoengsao 24180 Thailand
TTK-LIG Limited 20 Perali Road Virudhunagar -- 626 001 India
TTK-LIG Limited 35 Old Trunk Road, Pallavaram Chennai 600 043 India
LRC Hospital Products Sdn Bhd P O Box 52 Lot 9 Lorong Perusahaan 4 Kulim Ind Estate 0900 Kulim Kedah Malaysia
LRC Malaysia Sdn Bhd P O Box 7 Kulim Industrial Estate 09000 Kulim Kedah Malaysia
Research & Development UK and Eire SSL International plc Tubiton House Brook Street Oldham OL1 3HS
SSL International plc 205 Cambridge Science Park Milton Road Cambridge CB4 4GZ Americas
Silipos Inc 7049 Williams Road Niagara Falls New York USA
Asia Pacific and Rest of the World LRC Hospital Products Sdn Bhd P O Box 52 Lot 9 Lorong Perusahaan 4 Kulim Industrial Estate 09000 Kulim Kedah Malaysia
Company Information
Secretary and Registered Office Jonathan D. Jowett Toft Hall Knutsford Cheshire WA16 9PD
Stockbrokers Cazenove & Co 12 Tokenhouse Yard London EC2R 7AN
Credit Suisse First Boston de Zoete & Bevan Limited One Cabot | 5 |
1cons | 61696335.txt_0 | 61696335.txt | COMPANY REGISTRATION NUMBER 06342555
WEY EDUCATION PLC
ANNUAL REPORT
31 DECEMBER 2011
WEY EDUCATION PLC
FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2011
CONTENTS Officers and professional advisers Chairman and CEO Statement The Directors' Report The Directors' Responsibilities Independent auditor's report to the shareholders Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Company Statement of Financial Position Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Statement of Cash Flows Notes to the financial statements Notice of AGM
PAGE 1 2 3-4 5 6-7 8 9 10 11 12 13 14-30 31-32
WEY EDUCATION PLC
OFFICERS AND PROFESSIONAL ADVISERS
The board of directors
Company secretary Registered office Auditor
Solicitors Corporate Advisors
C.R.L Phillips Z. Atkins J.F. Molyneux G.S. Watson L. Lackey C. Whatford
Clifford & Co Secretaries Limited
18B Charles Street London W1J 5DU
Shipleys LLP Chartered Accountants & Statutory Auditor 10 Orange Street Haymarket London WC2H 7DQ
DAC Beachcroft LLP 100 Fetter Lane London EC4A 1BN
IAF Capital Limited 43-44 New Bond Street London W1S 2SA
- 1 -
WEY EDUCATION PLC
CHAIRMAN AND CEO STATEMENT
YEAR ENDED 31 DECEMBER 2011
We are pleased to present the Company's first year's annual financial statements since its introduction to PLUS in April 2011.
Results for the period
For the period to 31 December 2011 the group generated a pre tax loss of £388,543 (2010: loss 1,266), representing a loss in earnings per share of 3.36p after taking account of International Financial Reporting Standard ("IFRS") charges in relation to options that have been granted in the period.
Wey Education is passionate about the transformative power of education. We believe that by driving up academic standards, we can improve the life chances and opportunities for young people, something that we are wholeheartedly committed to. That is why we are working with schools, educators and businesses to ensure that quality and excellence is embedded in all aspects of educational provision.
We are bringing innovative, fresh thinking to learning environments; developing new models | 0 |
1cons | 61696335.txt_1 | 61696335.txt | Orange Street Haymarket London WC2H 7DQ
DAC Beachcroft LLP 100 Fetter Lane London EC4A 1BN
IAF Capital Limited 43-44 New Bond Street London W1S 2SA
- 1 -
WEY EDUCATION PLC
CHAIRMAN AND CEO STATEMENT
YEAR ENDED 31 DECEMBER 2011
We are pleased to present the Company's first year's annual financial statements since its introduction to PLUS in April 2011.
Results for the period
For the period to 31 December 2011 the group generated a pre tax loss of £388,543 (2010: loss 1,266), representing a loss in earnings per share of 3.36p after taking account of International Financial Reporting Standard ("IFRS") charges in relation to options that have been granted in the period.
Wey Education is passionate about the transformative power of education. We believe that by driving up academic standards, we can improve the life chances and opportunities for young people, something that we are wholeheartedly committed to. That is why we are working with schools, educators and businesses to ensure that quality and excellence is embedded in all aspects of educational provision.
We are bringing innovative, fresh thinking to learning environments; developing new models of learning to provide a framework for lasting success; designing new schools in new places, spreading the quality of education to new regions; and working alongside existing schools, listening to teachers and ensuring that they are equipped with the knowledge and change management skills to become the architects of change. We have already distinguished ourselves in the educational field.
Amongst other things we have delivered exciting education consultancy assignments, successfully supported three Free School proposer groups to Department of Education interviews, assisted Local Authorities to shape their thinking about the future of their education services and secured the development of an elite private school in Mauritius to open in 2012.
Outlook
Our ambition and entrepreneurial drive is breaking new ground in a sector that we are determined to improve. It has been a formative first year of operation and we have laid a fantastic foundation from which to build in coming years.
Christopher Phillips Chairman
31 May 2012
Zenna Atkins CEO
- 2 -
WEY EDUCATION PLC
THE DIRECTORS' REPORT YEAR ENDED 31 DECEMBER 2011
The directors present their report and the financial statements of the Company for the year ended 31 December 2011.
PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVEL | 1 |
1cons | 61696335.txt_2 | 61696335.txt | of learning to provide a framework for lasting success; designing new schools in new places, spreading the quality of education to new regions; and working alongside existing schools, listening to teachers and ensuring that they are equipped with the knowledge and change management skills to become the architects of change. We have already distinguished ourselves in the educational field.
Amongst other things we have delivered exciting education consultancy assignments, successfully supported three Free School proposer groups to Department of Education interviews, assisted Local Authorities to shape their thinking about the future of their education services and secured the development of an elite private school in Mauritius to open in 2012.
Outlook
Our ambition and entrepreneurial drive is breaking new ground in a sector that we are determined to improve. It has been a formative first year of operation and we have laid a fantastic foundation from which to build in coming years.
Christopher Phillips Chairman
31 May 2012
Zenna Atkins CEO
- 2 -
WEY EDUCATION PLC
THE DIRECTORS' REPORT YEAR ENDED 31 DECEMBER 2011
The directors present their report and the financial statements of the Company for the year ended 31 December 2011.
PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVELOPMENTS Wey Education aims to create a better path for schools, children and parents. Wey Education seeks to raise the standards of education both in terms of achieving academic results and improving life chances of pupils.
A review of the business of the Group and an indication of likely future developments may be found in the Chairman and CEO Statement on page 2. Risks and uncertainties are discussed below.
RESULTS AND DIVIDENDS The loss for the year amounted to £388,543 (2010: loss £1,266). The directors have not recommended a dividend.
FINANCIAL INSTRUMENTS Details of the company's financial risk management objectives and policies are included in note 13 to the accounts.
KEY PERFORMANCE INDICATORS The Board monitors the activities and performance of the Company on a regular basis. The primary performance indicators for the Company are
· The operating loss for the year was £388,666 (2010: £1,510) · At 31 December 2011 the surplus of shareholder' funds was £392,868 (2010:
£243,460)
ONGOING FINANCING The company continues to invest in its future growth and is not yet profitable. It is therefore reliant on funding and | 2 |
1cons | 61696335.txt_3 | 61696335.txt | OPMENTS Wey Education aims to create a better path for schools, children and parents. Wey Education seeks to raise the standards of education both in terms of achieving academic results and improving life chances of pupils.
A review of the business of the Group and an indication of likely future developments may be found in the Chairman and CEO Statement on page 2. Risks and uncertainties are discussed below.
RESULTS AND DIVIDENDS The loss for the year amounted to £388,543 (2010: loss £1,266). The directors have not recommended a dividend.
FINANCIAL INSTRUMENTS Details of the company's financial risk management objectives and policies are included in note 13 to the accounts.
KEY PERFORMANCE INDICATORS The Board monitors the activities and performance of the Company on a regular basis. The primary performance indicators for the Company are
· The operating loss for the year was £388,666 (2010: £1,510) · At 31 December 2011 the surplus of shareholder' funds was £392,868 (2010:
£243,460)
ONGOING FINANCING The company continues to invest in its future growth and is not yet profitable. It is therefore reliant on funding and financing arrangements to maintain its working capital needs. Failure to secure future funding would have a detrimental effect on the Company's ability to continue trading during this stage of the Company's development.
DIRECTORS The directors who served the company during the year were as follows:
D L Massie J F Molyneux Z. Atkins C.R.L. Phillips G.S. Watson L. Lackey C. Whatford
(resigned on 18 March 2011)
(appointed on 1 March 2011) (appointed on 1 March 2011) (appointed 3 May 2011) (appointed 3 May 2011) (appointed 20 July 2011)
PRINCIPAL RISKS AND UNCERTAINTIES The management of the business and the execution of the Company's strategy are subject to a number of risks.
Risks are formally reviewed by the Board, and the appropriate processes are put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on the Company.
The key business risks affecting the Company are set out below.
- 3 -
WEY EDUCATION PLC
THE DIRECTORS' REPORT (contin | 3 |
1cons | 61696335.txt_b0 | 61696335.txt | as a director.
Resolution 4: To re-elect J. Molyneux, who retires in accordance with the Company's Articles, as a director.
Resolution 5: To re-elect G. Watson, who retires in accordance with the Company's Articles, as a director.
Resolution 6: To re-elect L. Lackey, who retires in accordance with the Company's Articles, as a director.
Resolution 7: To re-elect C. Whatford, who retires in accordance with the Company's Articles, as a director.
Resolution 8: To re-appoint Shipleys LLP as auditors of the Company to act as such until the conclusion of the next Annual General Meeting of the Company at which the accounts are laid before the members and to authorise the directors of the Company to fix their remuneration.
By Order of the Board
Dated: 21 June 2012
Clifford & Co Secretaries Limited Company Secretary
Registered office: 18B Charles Street London W1J 5DU
--
31 -
WEY EDUCATION PLC
NOTICE OF ANNUAL GENERAL MEETING
Notes: 1. A member of the Company entitled to attend and vote at the meeting convened by this notice may appoint a proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company. 2. Completing and returning a form of proxy does not preclude a member from attending and voting at the Meeting. 3. To be valid, a form of proxy and, if applicable, any authority under which it is signed, or a notarially certified copy of such authority must be lodged at the offices of Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA not later than 4pm on 17 July 2012. A proxy card is enclosed. 4. For the purposes of determining who is entitled to attend or vote (whether on a show of hands or a poll) at the meeting a person must be entered on the register of members not later than 4pm on 17 July 2012, or if the meeting is adjourned, you must be entered on the register at 4pm on the date which is two days prior to the date of any adjourned meeting.
--
32 -
| 4 |
1cons | 61696335.txt_b1 | 61696335.txt | 100 76,400
--------------------------
76,500
==========================
On 18 May 2011, the group acquired 100% of the share capital of Wey Education Business Services Limited on incorporation for a consideration of £1.
--
30 -
WEY EDUCATION PLC
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of Wey Education plc ("the Company") will be held on 19 July 2012 at 4p.m. at IAF Capital Limited, 43-44 New Bond Street, London W1S 2SA for the purpose of considering and, if thought fit, passing the following Resolutions:
ORDINARY BUSINESS
Resolution 1: To receive and adopt the Annual Report and Accounts for the year ended 31 December 2011 together with the Directors' Report and Auditors' Report thereon.
Resolution 2: To re-elect C. Phillips, who retires in accordance with the Company's Articles, as a director.
Resolution 3: To re-elect Z. Atkins, who retires in accordance with the Company's Articles, as a director.
Resolution 4: To re-elect J. Molyneux, who retires in accordance with the Company's Articles, as a director.
Resolution 5: To re-elect G. Watson, who retires in accordance with the Company's Articles, as a director.
Resolution 6: To re-elect L. Lackey, who retires in accordance with the Company's Articles, as a director.
Resolution 7: To re-elect C. Whatford, who retires in accordance with the Company's Articles, as a director.
Resolution 8: To re-appoint Shipleys LLP as auditors of the Company to act as such until the conclusion of the next Annual General Meeting of the Company at which the accounts are laid before the members and to authorise the directors of the Company to fix their remuneration.
By Order of the Board
Dated: 21 June 2012
Clifford & Co Secretaries Limited Company Secretary
Registered office: 18B Charles Street London W1J 5DU
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31 -
WEY EDUCATION PLC
NOTICE OF | 5 |
1cons | 60654005.txt_0 | 60654005.txt | Company Registration Number 05081679
Delling Group Plc
Financial Statements
31st December 2004
Delling Group Plc
Financial Statements Period ended 31st December 2004
Contents Advisors Chairman's statement Chief Executive's statement The directors' report Independent auditors' report to the shareholders Group profit and loss account Group statement of total recognised gains and losses Group balance sheet Balance sheet Group cash flow statement Notes to the financial statements Notice of Annual General Meeting
Page 1 2 3 6
10 12 13 14 15 16 18 32
Delling Group Plc
Directors, secretary and advisers Period ended 31st December 2004
Directors:
Registered Office Principal Place of Business and Director's Business Address Secretary
David Krucik (Non-executive Chairman) Aksel Bratvedt (Chief Executive Officer) Geir Lolleng (Chief Operating Officer) Robert Lowe (Non-executive Director) Christopher Stone (Non-executive Director)
The OC&C Building 233 Shaftesbury Avenue London WC2H 8EE
The OC&C Building 233 Shaftesbury Avenue London WC2H 8EE
Aksel Bratvedt
Nominated Adviser: Company solicitors: Auditors: Broker Registrar Principal Bankers
Seymour Pierce Limited Bucklersbury House 3 Queen Victoria House London EC4N 8EL
Charles Russell 8-10 New Fetter Lane London E4A 1RS
CLB Aldwych House 81 Aldwych London WC2B 4HP
Seymour Pierce Limited Bucklersbury House 3 Queen Victoria House London EC4N 8EL
Share Registrars Ltd Craven House West Street Farnham Surrey GU9 7EN
National Westminster Bank Plc 15 Bishopsgate London EC2P 2AP
1
Delling Group Plc
Chairman's statement Period ended 31st December 2004
Chairman's statement:
The last year has been an exciting year for Delling Group. From the creation of the Group in March with the acquisition of the three companies in Stockholm by Delling Group Plc to the listing on Aim in October followed by the acquisition of Depicta Fame in Oslo in the same period. The past 12 months has been a period of building up the organisation and creating a basis for the expansion of the group.
Our strategy is to grow both through acquisitions and organic growth centred on our core offering. The space that the group operates in is highly fragmented with | 0 |
1cons | 60654005.txt_1 | 60654005.txt | Registrar Principal Bankers
Seymour Pierce Limited Bucklersbury House 3 Queen Victoria House London EC4N 8EL
Charles Russell 8-10 New Fetter Lane London E4A 1RS
CLB Aldwych House 81 Aldwych London WC2B 4HP
Seymour Pierce Limited Bucklersbury House 3 Queen Victoria House London EC4N 8EL
Share Registrars Ltd Craven House West Street Farnham Surrey GU9 7EN
National Westminster Bank Plc 15 Bishopsgate London EC2P 2AP
1
Delling Group Plc
Chairman's statement Period ended 31st December 2004
Chairman's statement:
The last year has been an exciting year for Delling Group. From the creation of the Group in March with the acquisition of the three companies in Stockholm by Delling Group Plc to the listing on Aim in October followed by the acquisition of Depicta Fame in Oslo in the same period. The past 12 months has been a period of building up the organisation and creating a basis for the expansion of the group.
Our strategy is to grow both through acquisitions and organic growth centred on our core offering. The space that the group operates in is highly fragmented with a large number of smaller potential acquisition candidates. The outsourcing of marketing material production is a growing market with a large potential. The new digital channels such as screen advertising and mobile marketing are expanding markets. The group has positioned itself well within the different segments during the year. A number of contract wins such as HP Sweden, Beijer and Compass Group have created a solid base within our business areas for expansion during this year. Furthermore, the successful acquisition in Oslo has provided a template for how the group will implement its acquisition strategy.
The flotation on Aim has enhanced the profile of the group increasing its credibility in taking over larger outsourcing contracts, created an alternative settlement structure for acquisitions and finally provided access to additional funding to support our expansion strategy.
At the end of last year the group entered into an agreement with Briscan AB, a small technology development company in Sweden, that has developed a technology for interactive marketing over mobile phones. The agreement has led to the establishment of a mobile marketing unit within Delling Group, which offers additional exciting potential.
I would like to thank our staff for all their hard work over the last year. The competence level within the group has been substantially enhanced through a number of new employees hired during the year. It is our belief that the | 1 |
1cons | 60654005.txt_2 | 60654005.txt | a large number of smaller potential acquisition candidates. The outsourcing of marketing material production is a growing market with a large potential. The new digital channels such as screen advertising and mobile marketing are expanding markets. The group has positioned itself well within the different segments during the year. A number of contract wins such as HP Sweden, Beijer and Compass Group have created a solid base within our business areas for expansion during this year. Furthermore, the successful acquisition in Oslo has provided a template for how the group will implement its acquisition strategy.
The flotation on Aim has enhanced the profile of the group increasing its credibility in taking over larger outsourcing contracts, created an alternative settlement structure for acquisitions and finally provided access to additional funding to support our expansion strategy.
At the end of last year the group entered into an agreement with Briscan AB, a small technology development company in Sweden, that has developed a technology for interactive marketing over mobile phones. The agreement has led to the establishment of a mobile marketing unit within Delling Group, which offers additional exciting potential.
I would like to thank our staff for all their hard work over the last year. The competence level within the group has been substantially enhanced through a number of new employees hired during the year. It is our belief that the present organisation will enable us to continue the fast expansion that we have planned.
Looking forward to the current financial year, we believe that the market segments we are operating in have the potential for strong growth. This is based on the increasing demands on the marketing departments to become more efficient and to get more out of the marketing spend, as well as the trend towards the use of other marketing channels such as mobile marketing and screen advertising. I believe that we are well on our way to realising our vision of becoming a major force in Northern Europe in the marketing support services area and we will continue to work very hard towards achieving this objective during 2005.
David Krucik Chairman.
6 June 2006
2
Delling Group Plc
Chairman's statement Period ended 31st December 2004
Chief Executive's Review
Introduction 2004 was an exciting year. The basis for the creation of Delling Group was made in 2004 through the listing on Aim as well as the development of the organisation, the pipeline of sales prospects, and potential acquisitions. The Group is well positioned to take advantage of the opportunities in the market segments it operates as well as fulfilling its expansion plans during 2005.
Financial Results The financial results are based on 9 months of operations as the operating companies were | 2 |
1cons | 60654005.txt_3 | 60654005.txt | present organisation will enable us to continue the fast expansion that we have planned.
Looking forward to the current financial year, we believe that the market segments we are operating in have the potential for strong growth. This is based on the increasing demands on the marketing departments to become more efficient and to get more out of the marketing spend, as well as the trend towards the use of other marketing channels such as mobile marketing and screen advertising. I believe that we are well on our way to realising our vision of becoming a major force in Northern Europe in the marketing support services area and we will continue to work very hard towards achieving this objective during 2005.
David Krucik Chairman.
6 June 2006
2
Delling Group Plc
Chairman's statement Period ended 31st December 2004
Chief Executive's Review
Introduction 2004 was an exciting year. The basis for the creation of Delling Group was made in 2004 through the listing on Aim as well as the development of the organisation, the pipeline of sales prospects, and potential acquisitions. The Group is well positioned to take advantage of the opportunities in the market segments it operates as well as fulfilling its expansion plans during 2005.
Financial Results The financial results are based on 9 months of operations as the operating companies were acquired by Delling Group Plc on 31st of March 2004. Furthermore, the acquisition of Depicta Fame in Oslo is included for 2½ months. Of the total turnover of £ 2.173m last year, 71% is from Depicta (the media production company), 24% from Depicta Fame (media production company), 4% is from Azzets (IT solutions for the marketing department) and 1% from Butler Systems(turnkey concept for screen advertising).
Of the negative result of £ 2.797m, 66% was attributed to Azzets. As mentioned below, the company was restructured at the end of the year, of which at least 50% of the costs are non-recurring. Approximately 14% of the negative result is attributable to the start up cost of Butler Systems. hFurthermore, the build-up of the sales organisation in Depicta is the main component in the negative contribution of Depicta of 25%.
During the year 15,785,713 shares at 14p were issued in the listing on Aim in October, raising the outstanding issued shares to 58,502,717. The payment for the acquisition of Depicta Fame, at the same time, increased the outstanding shares | 3 |
1cons | 60654005.txt_b0 | 60654005.txt | be the market value of fully paid Ordinary Shares on the date of the AGM.
37
Exercise of Options Options may be exercised at any time on or after the second anniversary of the date of grant in the case of Mikael von Schedvin and 14 October 2006 in the case of the other non-executive directors to whom options are to be granted as mentioned above. In any event, an option will not be exercisable after the tenth anniversary of its grant. In the case of death, a participant's personal representatives may exercise his options within twelve months after the date of death. Options will lapse where an option holder ceases to be a director (other than retirement by rotation where the director is re-appointed) except where the option holder ceases to be a director on retirement at contractual retirement age or retirement due to illness or disability or in other circumstances the Board determines in its absolute discretion to allow such directors to exercise their options within such period and over such number of shares as the Board determines at the time. Such discretion must be exercised within thirty days of the participant ceasing to be a director.
Takeovers and Liquidations In the event of a takeover, scheme of arrangement, change of control or voluntary winding up of the Company, options become immediately exercisable. There is a provision allowing the rollover of options where the circumstances permit. If the options were not rolled over or options not exercised within 180 days of the takeover, they lapse.
Variation of Share Capital In the event of any variation of the share capital of the Company, including sub-division or consolidation, the number of Ordinary Shares the subject of an option and its exercise price may be adjusted in such manner as the Company's auditors shall in their opinion consider and confirm in writing to the Board to be fair and reasonable.
Tax Where a tax liability arises on the exercise of an option, the Company may make deductions from payments due to the participant to meet such liability. If such payments are insufficient, the participant must pay the Company the balance of the liability before Ordinary Shares are allotted or transferred to him. Alternatively, the Board may sell as many of the participant `s Ordinary Shares as are necessary to cover the liability. The Company will bear the cost of any secondary National insurance Contributions.
Amendment, Assignability and Termination Any variation to an option agreement must be by agreement of all parties. An option agreement cannot be assigned by the participant and any rights under it are personal only to him.
38
| 4 |
1cons | 60654005.txt_b1 | 60654005.txt | If such payments are insufficient, the participant must pay the Company the balance of the liability. Alternatively, the Board may sell as many of the participant `s Ordinary Shares as are necessary to cover the liability. The Company will bear the cost of any secondary National Insurance Contributions.
Amendment, Assignability and Termination Any variation to an acquisition agreement must be by agreement of all parties. An acquisition agreement cannot be assigned by the participant and any rights under it are personal only to him.
Option Agreements
The following is a summary of the principal terms of the Option Agreements, each being identical to the other as to their principal terms.
Grant of Options Each option provides for the grant of options over unissued or issued Ordinary Shares of the Company. No consideration will be payable for the grant of an option.
Each Option Agreement is personal to the participant and any transfer, assignment, charge, pledge or other disposal of or dealing with the option will cause it to lapse.
Exercise Price The exercise price under the Option Agreement for David Krucik, Robert Lowe and Christopher Stone is 14p per Ordinary Share as was provided for in the Company's AIM Admission Document. In the case of Mikael von Schedvin the exercise price will be the market value of fully paid Ordinary Shares on the date of the AGM.
37
Exercise of Options Options may be exercised at any time on or after the second anniversary of the date of grant in the case of Mikael von Schedvin and 14 October 2006 in the case of the other non-executive directors to whom options are to be granted as mentioned above. In any event, an option will not be exercisable after the tenth anniversary of its grant. In the case of death, a participant's personal representatives may exercise his options within twelve months after the date of death. Options will lapse where an option holder ceases to be a director (other than retirement by rotation where the director is re-appointed) except where the option holder ceases to be a director on retirement at contractual retirement age or retirement due to illness or disability or in other circumstances the Board determines in its absolute discretion to allow such directors to exercise their options within such period and over such number of shares as the Board determines at the time. Such discretion must be exercised within thirty days of the participant ceasing to be a director.
Takeovers and Liquidations In the event of a takeover, scheme of arrangement, change of control or voluntary winding up of the Company, options become | 5 |
1cons | 60893483.txt_0 | 60893483.txt | Moving you across Europe
Arriva plc Annual Report & Accounts 2006
20
1 4 6A 21 22 24 26 60 61 64
Moving you across Europe
02 42 Who we are and what we do
Corporate governance
06 46 24 hours in the life of Arriva
Statement of directors' responsibilities
08 Our growth story 10 Our markets
47 Independent auditors' report on the group financial statements
48 Financial statements
12 Chairman's statement
52 Accounting policies
14 Chief executive's review
56 Notes to the accounts
22 Financial review
82 Five-year financial summary
26 Corporate responsibility
83 Parent company financial statements
32 Board of directors 34 Directors' report 37 Directors' remuneration
report
90 Statement of directors' responsibilities on the parent company financial statements 91 Independent auditors' report on the parent company financial statements 92 Financial calendar, registered office and advisors
Arriva plc Annual Report & Accounts 2006
1
Who we are and what we do
Arriva is a leading operator of passenger transport in Europe, carrying people on buses, trains, commuter coaches and water buses.
Nine countries,
more than a billion passenger journeys a year
· 20,000 employees · 6,620 buses · 116 trains
· 2,300 employees · 1,250 buses · 51 trains
· 3,700 employees · 1,390 buses · 47 trains
· 1,000 employees · 340 buses
· 1,300 employees · 360 buses · 111 trains
· 260 employees · 170 buses
· 1,700 employees · 860 buses
· 2,200 employees · 1,700 buses
· 320 employees · 240 buses
We operate an extensive range of services in nine countries: the UK, Italy, Germany, the Netherlands, Denmark, Sweden, Portugal, Spain and the Czech Republic. In the UK Arriva is also engaged in bus and coach distribution.
Over the last decade the group has transformed itself from a UK-based motor retailer and bus operator into one of the largest Europe-wide passenger transport operators.
Arriva's operations include a mixture of cash-generative businesses in mature markets, and profitable growth businesses in markets which are opening up to competition. In some countries we are amongst the market leaders, in others we are growing from a small base. But we never enter a national market without a | 0 |
1cons | 60893483.txt_1 | 60893483.txt | than a billion passenger journeys a year
· 20,000 employees · 6,620 buses · 116 trains
· 2,300 employees · 1,250 buses · 51 trains
· 3,700 employees · 1,390 buses · 47 trains
· 1,000 employees · 340 buses
· 1,300 employees · 360 buses · 111 trains
· 260 employees · 170 buses
· 1,700 employees · 860 buses
· 2,200 employees · 1,700 buses
· 320 employees · 240 buses
We operate an extensive range of services in nine countries: the UK, Italy, Germany, the Netherlands, Denmark, Sweden, Portugal, Spain and the Czech Republic. In the UK Arriva is also engaged in bus and coach distribution.
Over the last decade the group has transformed itself from a UK-based motor retailer and bus operator into one of the largest Europe-wide passenger transport operators.
Arriva's operations include a mixture of cash-generative businesses in mature markets, and profitable growth businesses in markets which are opening up to competition. In some countries we are amongst the market leaders, in others we are growing from a small base. But we never enter a national market without a firm belief that we can become one of the most successful operators in that country, and move a step closer to our vision: to be recognised as the leading transport services organisation in Europe.
2
Moving you across Europe
Arriva is: · One of the UK's largest regional bus operators, serving
customers in the North East, North West and South East of England, Yorkshire, the Midlands, Scotland and Wales
· The largest operator in London, where it runs more than 1,500 buses under contract to Transport for London. Arriva also operates The Original Tour sightseeing buses
· The operator of the Arriva Trains Wales/Trenau Arriva Cymru passenger rail franchise providing inter-urban, rural and commuter passenger rail services throughout Wales and the English border counties
· A bus and coach distributor marketing a range of bus and coach chassis and bodywork solutions, together with flexible finance options. The company has the exclusive rights to import VDL bus and coach chassis and products
· The largest provider of services in the Danish bus market and the first private company to operate rail passenger franchises in Denmark
· A bus operator across southern Sweden. Arriva has also now entered the Swedish rail market with a nine-year contract | 1 |
1cons | 60893483.txt_2 | 60893483.txt | firm belief that we can become one of the most successful operators in that country, and move a step closer to our vision: to be recognised as the leading transport services organisation in Europe.
2
Moving you across Europe
Arriva is: · One of the UK's largest regional bus operators, serving
customers in the North East, North West and South East of England, Yorkshire, the Midlands, Scotland and Wales
· The largest operator in London, where it runs more than 1,500 buses under contract to Transport for London. Arriva also operates The Original Tour sightseeing buses
· The operator of the Arriva Trains Wales/Trenau Arriva Cymru passenger rail franchise providing inter-urban, rural and commuter passenger rail services throughout Wales and the English border counties
· A bus and coach distributor marketing a range of bus and coach chassis and bodywork solutions, together with flexible finance options. The company has the exclusive rights to import VDL bus and coach chassis and products
· The largest provider of services in the Danish bus market and the first private company to operate rail passenger franchises in Denmark
· A bus operator across southern Sweden. Arriva has also now entered the Swedish rail market with a nine-year contract to operate the Pågatåg regional train service in the Skåne region, beginning in the summer of 2007
· A rapidly growing contender in both bus and rail in the German public transport market - the largest in Europe
· The largest wholly private sector bus operator in Italy, providing urban, inter-urban and airport services in the regions of Lombardy, Friuli-Venezia Giulia and Piemonte in the north of the country
· A major bus operator in the Netherlands with around 20 per cent of the regional market. Arriva is already the largest private rail operator and its presence continues to grow
· One of Portugal's leading bus companies, with operations in the north west of the country and around Lisbon, and a 21.5 per cent holding in Portugal's largest passenger transport operator, Barraqueiro
· A growing entrant in the Spanish bus market, in Galicia, Madrid and Mallorca
· A recent entrant into the Czech Republic with operations around Prague
Arriva plc Annual Report & Accounts 2006
3
Who we are and what we do
(continued)
The services we provide To the travelling public Arriva's core business may appear straightforward and easy | 2 |
1cons | 60893483.txt_3 | 60893483.txt | to operate the Pågatåg regional train service in the Skåne region, beginning in the summer of 2007
· A rapidly growing contender in both bus and rail in the German public transport market - the largest in Europe
· The largest wholly private sector bus operator in Italy, providing urban, inter-urban and airport services in the regions of Lombardy, Friuli-Venezia Giulia and Piemonte in the north of the country
· A major bus operator in the Netherlands with around 20 per cent of the regional market. Arriva is already the largest private rail operator and its presence continues to grow
· One of Portugal's leading bus companies, with operations in the north west of the country and around Lisbon, and a 21.5 per cent holding in Portugal's largest passenger transport operator, Barraqueiro
· A growing entrant in the Spanish bus market, in Galicia, Madrid and Mallorca
· A recent entrant into the Czech Republic with operations around Prague
Arriva plc Annual Report & Accounts 2006
3
Who we are and what we do
(continued)
The services we provide To the travelling public Arriva's core business may appear straightforward and easy to understand. But we operate according to several different business models which vary by country, by region, and by the mode of transport.
Deregulated services In a `deregulated' bus market, the key commercial relationship is directly between Arriva and our passengers - they are our customers, and their fare payments are the dominant source of income for the business. Our services have to be profitable in order to be sustainable, to generate the profits which underpin investments in replacement vehicles, in our depot facilities, and in expansion and development of services.
In a deregulated market we compete against other forms of transport, and against other operators of similar transport, in just the same way as a high street retailer competes for the spending power of the public. We bear the `revenue risk', which is to say that if the travelling public decides to switch to another form of transport, the lost revenue directly affects our finances.
Even deregulated services are subject to significant scrutiny and regulation in various ways, including the full law of the land and the same regulation as any other business on subjects like consumer protection, environmental protection, safety and many other aspects of our operations. There is usually a layer of sector-specific regulation too. In our UK Bus operations, | 3 |
1cons | 60893483.txt_b0 | 60893483.txt | the parent company financial statements.
PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors Newcastle upon Tyne 12 March 2007
Arriva plc Annual Report & Accounts 2006
91
FINANCIAL CALENDAR 2007/08
Annual General Meeting Meeting date Final ordinary dividend Record date Payment date Results for the 6 months to 30 June 2007 Announcement date Interim ordinary dividend Record date Payment date Results for the year ending 31 December 2007 Announcement date
18 April 2007
30 March 2007 1 May 2007
6 September 2007
14 September 2007 1 October 2007
March 2008 - date to be confirmed
CONTACT INFORMATION AND REGISTRAR DETAILS
Secretary & Registered Office David Turner BA, FCIS Arriva plc Admiral Way Doxford International Business Park Sunderland SR3 3XP Tel: 0191 520 4000 www.arriva.co.uk
Company no: 347103 Registered in England and Wales
Registrar and Shareholder Information Computershare Investor Services PLC PO Box 82 The Pavilions Bridgwater Road Bristol BS99 7NH Tel: 0870 889 3197 www.computershare.co.uk
ADVISORS
Auditors PricewaterhouseCoopers LLP 89 Sandyford Road Newcastle upon Tyne NE1 8HW
Solicitors Dickinson Dees St Ann's Wharf 112 Quayside Newcastle upon Tyne NE99 1SB
Field Fisher Waterhouse 35 Vine Street London EC3N 2AA
Herbert Smith Exchange House Primrose Street London EC2A 2HS
Stockbrokers ABN Amro Hoare Govett 250 Bishopsgate London EC2M 4AA
Deutsche Bank 1 Great Winchester Street London EC2N 2DB
Merchant Bankers N M Rothschild & Sons Limited New Court St Swithin's Lane London EC4P 4DU
Financial Public Relations Tulchan Communications Sixth Floor Kildare House 3 Dorset Rise London EC4Y 8EN
92
Moving you across Europe
Arriva plc Annual Report & Accounts 2006
Arriva plc Registered Office: Admiral Way Doxford International Business Park Sunderland SR3 3XP United Kingdom
Tel +44 (0)191 520 4000 Fax +44 (0)191 520 4001 www.arriva.co.uk
Designed and produced by Robson Brown Printed by Reed Print & Design
| 4 |
1cons | 60893483.txt_b1 | 60893483.txt | Report to be audited. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the parent company financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the parent company financial statements and the part of the Directors' Remuneration Report to be audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the parent company financial statements and the part of the Directors' Remuneration Report to be audited.
Opinion In our opinion:
· the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the company's affairs as at 31 December 2006;
· the parent company financial statements and the part of the Directors' Remuneration Report to be audited have been properly prepared in accordance with the Companies Act 1985; and
· the information given in the Directors' Report is consistent with the parent company financial statements.
PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors Newcastle upon Tyne 12 March 2007
Arriva plc Annual Report & Accounts 2006
91
FINANCIAL CALENDAR 2007/08
Annual General Meeting Meeting date Final ordinary dividend Record date Payment date Results for the 6 months to 30 June 2007 Announcement date Interim ordinary dividend Record date Payment date Results for the year ending 31 December 2007 Announcement date
18 April 2007
30 March 2007 1 May 2007
6 September 2007
14 September 2007 1 October 2007
March 2008 - date to be confirmed
CONTACT INFORMATION AND REGISTRAR DETAILS
Secretary & Registered Office David Turner BA, FCIS Arriva plc Admiral Way Doxford International Business Park Sunderland SR3 3XP Tel: 0191 520 4000 www.arriva.co.uk
Company no: 347103 Registered in England and Wales
Registrar and Shareholder Information Computershare Investor Services PLC PO Box 82 The Pavilions Bridgwater Road Bristol BS99 7NH Tel: 0870 889 3197 www.computershare.co.uk
ADVISORS
Aud | 5 |
1cons | 60849843.txt_0 | 60849843.txt | 2005 2006 Annual Report 2005/2006
NetOnNet AB
Irritatingly good prices.
contents
1 NetOnNet - Summary 2 CEO´s views 4 This is NetOnNet 6 Market 12 Our products 14 Our offer 16 Customers 17 Employees and organisation 18 Share capital and shareholder structure 20 Financial objectives 2 1 Summary of financial development 22 Board of directors´ report 27 Income Statements 28 Balance Sheets 30 Changes in shareholders' equity 31 Cash flow statements 32 Accounting and valuation principles 36 Notes 47 Audit report 48 Board of directors, senior executives and auditors
netonnet model
To develop its business activities with a focus on the right things, NetOnNet had developed its own model as an overall guideline:
· Focus on the customers · Focus on product range and sales · Knowledge of the trade · Think differently and bigger · Low costs · Own logistics · Sharp focus on control and follow-up
NetOnNet Summary
NetOnNet in 30 seconds
NetOnNet (www.netonnet.se) is the first dedicated online store for consumer electronics in Europe. NetOnNet offers a broad selection of TVs, DVD players, digital cameras, computers and other products from well-known brands such as Philips and Sony as well as its own brands such as Andersson, Avant, Centrum, Pepp and Skantic. Customers are private persons and companies. The company was formed in March, 1999, with its head office in Borås. In September, 2000, it began doing business in Germany.
Significant events during the fiscal year · During the year, management and administration were strengthened
at the same time as a new business system was developed · In April, 2005, a purchasing office was opened in China · In September, 2005, a Warehouse Shop was opened in Nürnberg · The central warehouse in Borås was expanded by the addition
of 5,000 m2
Events after the close off the fiscal year · An Internet Shop was opened in Norway in May, 2006 · A new product segment, small household appliances, was
launched in June, 2006
NetOnNet's fiscal year has been extended and stretches from 1 January, 2005 to 30 April, 2006, as the company has decided to apply a split fiscal year (1 May30 April) in the future.
Key ratios
Net sales, MSEK Growth in turnover Gross margin Operating profit/loss, MSEK Operating margin Profit/loss for the year | 0 |
1cons | 60849843.txt_1 | 60849843.txt | as well as its own brands such as Andersson, Avant, Centrum, Pepp and Skantic. Customers are private persons and companies. The company was formed in March, 1999, with its head office in Borås. In September, 2000, it began doing business in Germany.
Significant events during the fiscal year · During the year, management and administration were strengthened
at the same time as a new business system was developed · In April, 2005, a purchasing office was opened in China · In September, 2005, a Warehouse Shop was opened in Nürnberg · The central warehouse in Borås was expanded by the addition
of 5,000 m2
Events after the close off the fiscal year · An Internet Shop was opened in Norway in May, 2006 · A new product segment, small household appliances, was
launched in June, 2006
NetOnNet's fiscal year has been extended and stretches from 1 January, 2005 to 30 April, 2006, as the company has decided to apply a split fiscal year (1 May30 April) in the future.
Key ratios
Net sales, MSEK Growth in turnover Gross margin Operating profit/loss, MSEK Operating margin Profit/loss for the year, MSEK Return on average capital employed Return on average equity Equity ratio Investments in tangible assets Profit/loss per share before dilution, SEK Profit/loss per share after dilution, SEK Equity per share, SEK Average number of employees
2005/2006 16 months
1 662 65% 19.3% -8.9 -0.5% -8.3 -6.1% -6.4% 43.0% 13.4 -1.38 -1.38 20.99 175
2004 12 months
1 005 59% 21.5% 21.6 2.1% 18.9 15.1% 15.2% 34.1%
4.7 3.14 3.12 22.22 143
* Not recaculate in accordance with IFRS (however, no significant differences compared with IFRS have been noted).
2003* 12 months
632 61% 21.5% 13.9 2.2%
9.4 11.3%
8.6% 44.9%
3.4 1.57 1.57 19.04
98
2002* 12 months
393 124% 19.0 | 1 |
1cons | 60849843.txt_2 | 60849843.txt | , MSEK Return on average capital employed Return on average equity Equity ratio Investments in tangible assets Profit/loss per share before dilution, SEK Profit/loss per share after dilution, SEK Equity per share, SEK Average number of employees
2005/2006 16 months
1 662 65% 19.3% -8.9 -0.5% -8.3 -6.1% -6.4% 43.0% 13.4 -1.38 -1.38 20.99 175
2004 12 months
1 005 59% 21.5% 21.6 2.1% 18.9 15.1% 15.2% 34.1%
4.7 3.14 3.12 22.22 143
* Not recaculate in accordance with IFRS (however, no significant differences compared with IFRS have been noted).
2003* 12 months
632 61% 21.5% 13.9 2.2%
9.4 11.3%
8.6% 44.9%
3.4 1.57 1.57 19.04
98
2002* 12 months
393 124% 19.0%
0.4 0.1% 17.4 2.1% 18.8% 47.7% 29.2 2.97 2.97 17.26
69
2001* 12 months
175 150% 20.6% -23.2 -13.2% -20.5 -22.2% -22.2% 70.3%
2.1 -3.49 -3.49 13.99
44
Anders Halvarsson, CEO
To all our employees, customers and shareholders
CEO's views
During the past year, we at NetOnNet went against the stream. In a consumer electronics market with weak growth, at the same time as competition increased sharply in 2005 compared with the previous year, we increased our sales in both Sweden and Germany. This was achieved at the same time as we implemented a number of forward-looking activities that placed great demands on our organisation.
One of these activities was the inauguration of our new Warehouse Shop in Nürnberg, Germany, in September, 2005. Opening several Warehouse Shops is a central component of our future expansion and the launch in Nürnberg was a good dress rehearsal for the opening of new | 2 |
1cons | 60849843.txt_3 | 60849843.txt | %
0.4 0.1% 17.4 2.1% 18.8% 47.7% 29.2 2.97 2.97 17.26
69
2001* 12 months
175 150% 20.6% -23.2 -13.2% -20.5 -22.2% -22.2% 70.3%
2.1 -3.49 -3.49 13.99
44
Anders Halvarsson, CEO
To all our employees, customers and shareholders
CEO's views
During the past year, we at NetOnNet went against the stream. In a consumer electronics market with weak growth, at the same time as competition increased sharply in 2005 compared with the previous year, we increased our sales in both Sweden and Germany. This was achieved at the same time as we implemented a number of forward-looking activities that placed great demands on our organisation.
One of these activities was the inauguration of our new Warehouse Shop in Nürnberg, Germany, in September, 2005. Opening several Warehouse Shops is a central component of our future expansion and the launch in Nürnberg was a good dress rehearsal for the opening of new Warehouse Shops in the future and is an example of how we will continue to expand. We now know that our plan is viable and that our employees know how the processes should be carried out when it comes to e.g. launch campaigns. We had intended to open another Warehouse Shop in Gothenburg, but because work on the local plan for the municipality has been delayed, this is not expected until some time during the next fiscal year.
In October, 2005, the extension of our central warehouse in Borås was completed, giving us a further 5,000 m2 of storage space. A better equipped central warehouse means that we can respond rapidly when it comes to deliveries and the introduction of new products. This will enable us to offer a large and better range of products. In order to strengthen our control over and the efficiency of our supply chain, we also opened a new purchasing office in China in April, 2005. Measures to strengthen management were also taken.
Our fiscal year, which was extended to April 30, this year, has also been eventful during the last four months of the fiscal year. Our rolling annual sales have continued to rise at the same time as we have paved the way for further success with launches of new products and solutions. In | 3 |
1cons | 60849843.txt_b0 | 60849843.txt | : 0
No other Board assignments
Hans-Krister Andersson Dong Guan, China, Born 1955 Director Own Brands & China sourcing office Employed since 2000 Number of shares: 626,000 Number of options: 8,000
Johan Birgersson Lidingö, Born 1966 Director Marketing & New Markets since 2004 Number of shares: 0 Number of options: 0
Nic Fletcher Macclefield, UK, Born 1961 IT Director since 2004 Number of shares: 0 Number of options: 0
Anders Halvarsson See Board of Directors
Hans Lindbohm Bromma, Born 1958 Director of Logistics and Technical Service since 2005 Number of shares: 2,000 Number of options: 0
Leslie Russell Borås, Born 1955 Chief Merchandising and Operations Officer Employed since 2005 Number of shares: 0 Number of options: 0
Sanna Svensson Borås, Born 1967 Chief Financial Officer Employed since 2005 Number of shares: 4,000* Number of options: 20,000
Päivi Wahlqvist Borås, Född 1968 Director of Internetshop/ Customerservice Employed since 2002 Number of shares: 0 Number of options: 8,000
Auditors
Thomas Andersson Borås, Born 1954 Authorised Public Accountant Ernst & Young Auditor for NetOnNet AB since 1999
Björn Grundvall Onsala, Born 1955 Authorised Public Accountant Ernst & Young AB Auditor for NetOnNet AB since 2004
* with family
addresses
Head Office Box 1716 SE-50117 BORÅS Phone 033-488400 Fax 033-488420 www.netonnet.se www.netonnet.com
Internet Shop www.netonnet.se www.netonnet.de www.netonnet.no www.netonnet.com
Warehouse Shop Bockasjögatan 12 SE-50430 BORÅS
Warehouse Shop Norrbyvägen 7 SE-31060 ULLARED
Warehouse Shop Domagkstr. 19a DE-80807 MÜNCHEN
Warehouse Shop Fürther Strasse 301-303 DE-90429 NÜRNBERG
www.netonnet.com
Irritatingly good prices.
admarco
| 4 |
1cons | 60849843.txt_b1 | 60849843.txt |
Other Board assignments: Simplicity AB
Jan Friedman, Board member Stockholm, Born 1952 Senior Adviser, Jan Friedman AB Chairman since 1999 Number of shares: 5,600 Number of options: 0
Other Board assignments: Kanal Lokal AB, Tretti AB, Twentyfourseven AB, Newsdesk AB Lens On AB, Funka Nu AB Hammarby Fotboll AB, Chairman
Mattias Ledunger, Board member Lidingö, Born 1968 Portfolio Administrator, Praktikertjänst AB:s pensions stiftelse Board member since 2000 Number of shares: 1,200 Number of options: 0
Other Board assignments: The CFA Society of Sweden Porthos Asset Management AB
Johan Röhss, Board member Stockholm, Born 1958 Investment Manager, Investor AB Board member since 2002 Number of shares: 10,000 Number of options: 0
Other Board assignments: Kunskapsskolan i Sverige AB Indap AB Gambro AB, deputy board member
Jean-Francois Baril, Board member Helsinki, Born 1956 Senior Vice President Sourcing and Procurement, NOKIA Corporation Board member since 2005 Number of shares: 1,100 Number of options: 0
No other Board assignments
Hans-Krister Andersson Dong Guan, China, Born 1955 Director Own Brands & China sourcing office Employed since 2000 Number of shares: 626,000 Number of options: 8,000
Johan Birgersson Lidingö, Born 1966 Director Marketing & New Markets since 2004 Number of shares: 0 Number of options: 0
Nic Fletcher Macclefield, UK, Born 1961 IT Director since 2004 Number of shares: 0 Number of options: 0
Anders Halvarsson See Board of Directors
Hans Lindbohm Bromma, Born 1958 Director of Logistics and Technical Service since 2005 Number of shares: 2,000 Number of options: 0
Leslie Russell Borås, Born 1955 Chief Merchandising and Operations Officer Employed since 2005 Number of shares: 0 Number of options: 0
Sanna Svensson Borås, Born 1967 Chief Financial Officer Employed since 2005 Number of shares: 4,000* Number of options: 20,000
Päivi Wahlqvist Borås, Född 1968 Director of Internetshop/ Customerservice Employed since 2002 Number of shares: 0 Number of options: 8,000
Aud | 5 |
1cons | 60929648.txt_0 | 60929648.txt | Annual Report
2006
Contents
3 Company Information 4-5 Chairman's Statement 6-7 Pill protect 8-9 Electro-mec 10-13 Chief Executive Officer's Statement 14-15 Finance Director's Review 16-19 Report of the Directors 20-21 The Board of Directors 22-23 Corporate Governance 24-25 Report on Directors' Remuneration 26 Report of the Independent Auditors
to the Members of Avid Holdings plc 27 Consolidated Profit and Loss Account 28 Consolidated Balance Sheet 29 Company Balance Sheet 30 Cash Flow Statement 31-32 Notes to the Cash Flow Statement 34-45 Notes to the Financial Statements
Company Information
Avid Annual Report 2006
DIRECTORS: J S Bobbett J R Neal LLB (Hons) AFA FMAAT ACEA AAIA M Nash M M Walter D R Walton Masters
SECRETARY: J R Neal
REGISTERED OFFICE: Unit 10 Woodfalls Farm Gravelly Way Laddingford Kent ME18 6DA
REGISTERED NUMBER: 5341855 (England and Wales)
AUDITORS: Kingston Smith LLP Chartered Accountants and Registered Auditors Devonshire House 60 Goswell Road London EC1M 7AD
SOLICITORS: Blake Lapthorn Tarlo Lyons Watchmaker Court 33 St John's Lane London EC1M 4DB
NOMINATED ADVISER: City Financial Associates Limited Pountney Hill House 6 Laurence Pountney Hill London EC4R 0BL
BROKER: Ellis Stockbrokers Limited Talisman House Jubilee Walk Three Bridges Crawley West Sussex RH10 1LQ
REGISTRARS: Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
BANKERS: Royal Bank of Scotland plc 62/63 Threadneedle Street London EC2R 8LA
02-03
Michael Walter Chairman
"Pill
protect
is
now
supplying
companies
such as Reckitt Benckiser & Ranbaxy,
with additional brands and clients
at the decision-making stage..."
Chairman's Statement
Avid Annual Report 2006
Introduction I am pleased to make this my first Annual Statement to you as Chairman of Avid Holdings Plc following my appointment on 20 June 2006 and a subsequent Interim Statement to 30 June 2006.
Av | 0 |
1cons | 60929648.txt_1 | 60929648.txt | SOLICITORS: Blake Lapthorn Tarlo Lyons Watchmaker Court 33 St John's Lane London EC1M 4DB
NOMINATED ADVISER: City Financial Associates Limited Pountney Hill House 6 Laurence Pountney Hill London EC4R 0BL
BROKER: Ellis Stockbrokers Limited Talisman House Jubilee Walk Three Bridges Crawley West Sussex RH10 1LQ
REGISTRARS: Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
BANKERS: Royal Bank of Scotland plc 62/63 Threadneedle Street London EC2R 8LA
02-03
Michael Walter Chairman
"Pill
protect
is
now
supplying
companies
such as Reckitt Benckiser & Ranbaxy,
with additional brands and clients
at the decision-making stage..."
Chairman's Statement
Avid Annual Report 2006
Introduction I am pleased to make this my first Annual Statement to you as Chairman of Avid Holdings Plc following my appointment on 20 June 2006 and a subsequent Interim Statement to 30 June 2006.
Avid made significant advances towards achieving its stated objectives during the year. Pill protect Ltd is an early-stage business, formed in response to legislation that was only operative from October 2005. Although turnover since acquisition has been fairly small, Pill protect is now supplying companies such as Reckitt Benckiser & Ranbaxy with additional brands and clients at the decision-making stage.
During the year negotiations for the acquisition of Electro-mec (Reading) Ltd, a well-established engineering business specialising in the pharmaceutical sector, have also progressed and I am pleased to report that the acquisition was completed in March 2007.
The milestones achieved in 2006 provide the basis for future growth for the Avid group and Jonathan Bobbett, our Chief Executive and Jonathan Neal, our Finance Director will describe the events of 2006 in more detail in their respective statements.
Board Changes The board, as at 20 June 2006, comprised Jonathan Bobbett as Chief Executive, Jonathan Neal, a qualified accountant, as Finance Director, Mike Nash as a non-executive member of the board, and myself as non-executive Chairman all of whom continue to serve the company.
We were also delighted to welcome David Walton Masters, who joined the Board in December 2006 as a non-executive Director | 1 |
1cons | 60929648.txt_2 | 60929648.txt | id made significant advances towards achieving its stated objectives during the year. Pill protect Ltd is an early-stage business, formed in response to legislation that was only operative from October 2005. Although turnover since acquisition has been fairly small, Pill protect is now supplying companies such as Reckitt Benckiser & Ranbaxy with additional brands and clients at the decision-making stage.
During the year negotiations for the acquisition of Electro-mec (Reading) Ltd, a well-established engineering business specialising in the pharmaceutical sector, have also progressed and I am pleased to report that the acquisition was completed in March 2007.
The milestones achieved in 2006 provide the basis for future growth for the Avid group and Jonathan Bobbett, our Chief Executive and Jonathan Neal, our Finance Director will describe the events of 2006 in more detail in their respective statements.
Board Changes The board, as at 20 June 2006, comprised Jonathan Bobbett as Chief Executive, Jonathan Neal, a qualified accountant, as Finance Director, Mike Nash as a non-executive member of the board, and myself as non-executive Chairman all of whom continue to serve the company.
We were also delighted to welcome David Walton Masters, who joined the Board in December 2006 as a non-executive Director.
My intention is to maintain the confidence of shareholders by the retention of our talented Board and by initiatives to reinforce corporate governance.
Outlook Young businesses face many challenges, especially when they operate in new markets. Pill protect has been successful in developing its brand awareness, bringing product to market and building relationships with market leaders, and must now concentrate on increased market penetration. We expect the successful acquisition of Electro-mec to be synergistic, and also to bring revenue to the group. I would like to thank the staff, advisers and shareholders for their support and encouragement, and our customers for choosing what we believe to be the best child-resistant blister-packaging solution available.
M Walter Chairman 18th May 2007
04-05
Pill protect
Child resistant packaging
Pill protect is a business providing pharmaceutical companies with child resistant and senior friendly packaging solutions for their blister packed drugs.
These products have received certificates of compliance under BS 8404 and BSEN 14375 and comply with The Medicines (Child Safety) Regulations 2003 number 2317 (relating to non re-closable packaging). These regulations, which came into effect on 1st October 2005, require all blister packaged drugs containing aspirin, paracetamol and | 2 |
1cons | 60929648.txt_3 | 60929648.txt | .
My intention is to maintain the confidence of shareholders by the retention of our talented Board and by initiatives to reinforce corporate governance.
Outlook Young businesses face many challenges, especially when they operate in new markets. Pill protect has been successful in developing its brand awareness, bringing product to market and building relationships with market leaders, and must now concentrate on increased market penetration. We expect the successful acquisition of Electro-mec to be synergistic, and also to bring revenue to the group. I would like to thank the staff, advisers and shareholders for their support and encouragement, and our customers for choosing what we believe to be the best child-resistant blister-packaging solution available.
M Walter Chairman 18th May 2007
04-05
Pill protect
Child resistant packaging
Pill protect is a business providing pharmaceutical companies with child resistant and senior friendly packaging solutions for their blister packed drugs.
These products have received certificates of compliance under BS 8404 and BSEN 14375 and comply with The Medicines (Child Safety) Regulations 2003 number 2317 (relating to non re-closable packaging). These regulations, which came into effect on 1st October 2005, require all blister packaged drugs containing aspirin, paracetamol and more than 24 mg of elemental iron to be packaged in containers that are child resistant and senior friendly.
The company's products comprise of a paper which can be partially perforated in a controlled or pre-determined manner which covers the existing foil base on blister packs. This makes the surface harder to leverage, thus increasing the difficulty
for children to access the medication whilst still being weak enough to allow access by senior citizens. The main benefits are:
> they provide a smooth surface for increased brand presence which, unlike foil, allows improved messaging in up to eight colours;
> the products do not alter the primary packaging material and consequently The Medicine and Healthcare Products Regulatory Agency can issue a type 1 licence upgrade, at minimal cost; and
> the products have been designed to be run on existing packaging lines with minimal loss of production time.
Avid Annual Report 2006
"The company is focused on the development of its pharmaceutical packaging business..."
06-07
Electro-mec (Reading) Limited
Electro-mec, founded in 1969, is a precision engineering business producing high quality blister pack change tooling for the pharmaceutical industry (from which it generates the majority of its revenues) as well as offering some machining | 3 |
1cons | 60929648.txt_b0 | 60929648.txt | pension schemes of its employees and directors. The assets of these schemes are administered independently from those of the group. The total contributions paid in the period amounted to £2,100 (2005: £nil).
23 RELATED PARTY DISCLOSURES
The group owed J Bobbett, a director, £2,392 (2005: £nil) at the period end, which is interest free and unsecured.
During the period, rent, rates and general overheads of £27,617 (2005: £nil) were recharged to and from Indigo Creations Limited, a company in which J Bobbett's wife has a material interest. The balance due to Indigo Creations Limited at 31 December 2006 was £220 (2005: £nil).
24 POST BALANCE SHEET EVENTS
On 15 march 2007 at the Extraordinary General Meeting, shareholders approved the acquisition of the entire share capital of Electro-mec (Reading) Limited, a Placing of 133,333,333 new Ordinary Shares at a price of 0.75 pence per share and the grant of new Share Options to the Board and senior management. Details of the options issued to Directors are:
Option holder
Jonathan Bobbett Jonathan Neal Michael Nash Michael Walter David Walton Masters
Number of shares)
10,000,000) 10,000,000)
650,000) 1,000,000) 3,000,000)
Date of grant)
15.03.07) 15.03.07) 15.03.07) 15.03.07) 15.03.07)
Exercise price)
0.75p) 0.75p) 0.75p) 0.75p) 0.75p)
Exercise period)
15.03.08 to 15.03.13) 15.03.08 to 15.03.13) 15.03.08 to 15.03.13) 15.03.08 to 15.03.13) 15.03.08 to 15.03.13)
44-45
Annual Report
2006
Unit 10 Woodfalls Farm Gravelly Way Laddingford Kent ME18 6DA T: +44 (0)1622 872 022 F: +44 (0)1622 873 341 E: info@avidholdingsplc.com www.avidholdingsplc.com
| 4 |
1cons | 60929648.txt_b1 | 60929648.txt |
) ) Equity) Investments)
£]
Financial assets) on which no) interest is) earned)
£]
-)
-)
Floating rate financial assets comprise cash deposits on overnight deposit at variable short-term rates, ranging from 3.25% to 3.75%.
(d) Fair value of financial liabilities and financial assets
Medium-term loans Short-term borrowings Long-term borrowings Cash
Book value) £]
-) 61,979) 150,556) 235,617)
31 December 2006
Fair value) £]
-) 61,979) 150,556) 235,617)
The fair value of financial assets and liabilities is based on market rates. The investments are stated at costs and the fair value reviewed at each financial reporting interval.
(e) Borrowing facilities
The Company has no borrowing facilities agreed with its bankers. The subsidiary has a secured bank loan, which has a fixed and floating charge over all its current and future assets.
Notes to the Financial Statements cont'd
For The Year Ended 31 December 2006
22 PENSION COMMITMENTS
The group makes defined contributions to the personal pension schemes of its employees and directors. The assets of these schemes are administered independently from those of the group. The total contributions paid in the period amounted to £2,100 (2005: £nil).
23 RELATED PARTY DISCLOSURES
The group owed J Bobbett, a director, £2,392 (2005: £nil) at the period end, which is interest free and unsecured.
During the period, rent, rates and general overheads of £27,617 (2005: £nil) were recharged to and from Indigo Creations Limited, a company in which J Bobbett's wife has a material interest. The balance due to Indigo Creations Limited at 31 December 2006 was £220 (2005: £nil).
24 POST BALANCE SHEET EVENTS
On 15 march 2007 at the Extraordinary General Meeting, shareholders approved the acquisition of the entire share capital of Electro-mec (Reading) Limited, a Placing of 133,333,333 new Ordinary Shares at a price of 0.75 pence per share and the grant of new Share Options to the Board and senior management. Details of the options issued to Directors are:
Option holder
Jonathan Bobbett Jonathan Neal Michael Nash | 5 |
1cons | 61169663.txt_0 | 61169663.txt | Petrotec AG Annual Report 2008
Supervisory Board Report
Dear Shareholders,
In business 2008, the Petrotec AG Supervisory Board duly discharged with great care all the takes and duties incumbent upon it by law and the Articles. It constantly supported the work of the Management Board, providing advice and critical commentary while also monitoring the Company's management. The Management Board involved the Supervisory Board swiftly and immediately in all management decisions of fundamental importance for the Company. To this end, the Management Board regularly and without delay provided corresponding comprehensive oral and written information on the Company's business and pending decisions. On this basis, the Supervisory Board monitored business developments at Petrotec AG and coordinated the Company's strategic thrust with the Management Board.
This also covered all occurrences and developments relating to business and the market as well as the necessary budget adjustments by management. The Supervisory Board was likewise informed of such developments at an early date, meaning that after intensive discussion and evaluation joint decisions were taken with the Management Board. On the basis of the Management Board's management reports the discussions hinged on budget planning and liquidity levels, volatility in the purchasing and selling markets, the expansion of the company's own feedstock collection activities, the regulatory framework and turnkey of the new production facility at Emden. With a view to securing Petrotec AG's future, the Supervisory and Management Boards started hunting for a strategic partner at an early date.
The Management Board and Supervisory Board closely discussed and jointly evaluated all the relevant business occurrences and critical events in the market and all discrepancies between management budgets and actual figures. Any decisions required were taken jointly. This concerned the Management Report prepared by the Management Board, sales and performance figures, the financial situation and price trends in the commodity and unit sales markets. Moreover, there was close consultation on the topics of risk analysis and risk management. Immediate business matters and questions of medium-term corporate strategy in the national and international context were regularly discussed. As far as was necessary according to law and the Articles, the Supervisory Board closely examined, debated and passed judgement on the Management Board's reports and resolutions.
The Supervisory and Management Boards concentrated very intensely on risk analysis and risk management. Alongside daily business, given the backdrop of volatile feedstock markets and the company's performance, the short to mediumterm strategy was the main focus here. The Supervisory Board passed judgment on the reports and proposed resolutions tabled by the Management Board after closely examining and discussing them in keeping with the law and the | 0 |
1cons | 61169663.txt_1 | 61169663.txt | production facility at Emden. With a view to securing Petrotec AG's future, the Supervisory and Management Boards started hunting for a strategic partner at an early date.
The Management Board and Supervisory Board closely discussed and jointly evaluated all the relevant business occurrences and critical events in the market and all discrepancies between management budgets and actual figures. Any decisions required were taken jointly. This concerned the Management Report prepared by the Management Board, sales and performance figures, the financial situation and price trends in the commodity and unit sales markets. Moreover, there was close consultation on the topics of risk analysis and risk management. Immediate business matters and questions of medium-term corporate strategy in the national and international context were regularly discussed. As far as was necessary according to law and the Articles, the Supervisory Board closely examined, debated and passed judgement on the Management Board's reports and resolutions.
The Supervisory and Management Boards concentrated very intensely on risk analysis and risk management. Alongside daily business, given the backdrop of volatile feedstock markets and the company's performance, the short to mediumterm strategy was the main focus here. The Supervisory Board passed judgment on the reports and proposed resolutions tabled by the Management Board after closely examining and discussing them in keeping with the law and the Articles.
In business 2008, the Supervisory Board held six ordinary meetings, where it concerned itself with the Company's business performance, its operating and strategic development. The Supervisory Board took resolutions by circulated written documentation on business matters requiring fast decisions wherever necessary.
Moreover, the Chairman of the Supervisory Board was in direct dialogue with the Management Board, receiving relevant information on an ongoing basis.
The committees, namely the Audit and the Presiding Committees, the Supervisory Board established to boost the efficiency of its monitoring work conscientiously prepared the topics and basis for Supervisory Board resolutions. In the context of the legal framework, the Supervisory Board conferred on both committees decisionmaking powers in individual cases.
Its first meeting on business 2008 was held on February 7, 2008. There, the Supervisory Board primarily focused on the preliminary consolidated annual financial statements for the year ending Dec. 31, 2007, and corporate planning for business 2008. Moreover conditions and price trends on the purchasing markets for used cooking oils and the expansion of own collection of feedstock were discussed. Another topic was completion of the new biodiesel plant in Emden. Also addressed was the issue of current biodiesel unit sales volume and the latest regulatory developments as greads the Sustainability Decree | 1 |
1cons | 61169663.txt_2 | 61169663.txt | Articles.
In business 2008, the Supervisory Board held six ordinary meetings, where it concerned itself with the Company's business performance, its operating and strategic development. The Supervisory Board took resolutions by circulated written documentation on business matters requiring fast decisions wherever necessary.
Moreover, the Chairman of the Supervisory Board was in direct dialogue with the Management Board, receiving relevant information on an ongoing basis.
The committees, namely the Audit and the Presiding Committees, the Supervisory Board established to boost the efficiency of its monitoring work conscientiously prepared the topics and basis for Supervisory Board resolutions. In the context of the legal framework, the Supervisory Board conferred on both committees decisionmaking powers in individual cases.
Its first meeting on business 2008 was held on February 7, 2008. There, the Supervisory Board primarily focused on the preliminary consolidated annual financial statements for the year ending Dec. 31, 2007, and corporate planning for business 2008. Moreover conditions and price trends on the purchasing markets for used cooking oils and the expansion of own collection of feedstock were discussed. Another topic was completion of the new biodiesel plant in Emden. Also addressed was the issue of current biodiesel unit sales volume and the latest regulatory developments as greads the Sustainability Decree.
On the basis of the extensive report by the Management Board and supplementary explanations by the appointed auditor present from Ernst & Young Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Eschborn, the Supervisory Board approved the financial statements as submitted by separate resolutions. The Management Board the informed us on the regulatory framework in Germany and the impact that biodiesel makers faced as of the enactment of the Biofuels Quota Act.
At its second meeting on March 19, 2008 the Supervisory Board again focused on the status of the annual financial statements 2007 and budget planning for 2008. The annual financial statements and the consolidated annual financial statements could not at this point at time be adopted and approves as the figures had not been finalized. The impact of the volumes of biodiesel contracted at fixed selling prices were factored into the updated budget planning for 2008 in commodity markets that had turned upwards and the company's liquidity levels critically examined. The Supervisory and Management Boards firmed up the idea of searching for a strategic partner for Petrotec AG.
At its third meeting on May 20, 2008, the Supervisory Board again closely discussed the ongoing and unexpected price hike for biodiesel and used cooking oil. These trends were examined specifically | 2 |
1cons | 61169663.txt_3 | 61169663.txt | .
On the basis of the extensive report by the Management Board and supplementary explanations by the appointed auditor present from Ernst & Young Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Eschborn, the Supervisory Board approved the financial statements as submitted by separate resolutions. The Management Board the informed us on the regulatory framework in Germany and the impact that biodiesel makers faced as of the enactment of the Biofuels Quota Act.
At its second meeting on March 19, 2008 the Supervisory Board again focused on the status of the annual financial statements 2007 and budget planning for 2008. The annual financial statements and the consolidated annual financial statements could not at this point at time be adopted and approves as the figures had not been finalized. The impact of the volumes of biodiesel contracted at fixed selling prices were factored into the updated budget planning for 2008 in commodity markets that had turned upwards and the company's liquidity levels critically examined. The Supervisory and Management Boards firmed up the idea of searching for a strategic partner for Petrotec AG.
At its third meeting on May 20, 2008, the Supervisory Board again closely discussed the ongoing and unexpected price hike for biodiesel and used cooking oil. These trends were examined specifically against the backdrop of the supply contracts for 2008 signed in Nov./Dec. 2007 with various clients at fixed selling prices. The Supervisory Board discussed various market and planning scenarios and the resulting alternatives for action. The Supervisory Board also deliberated on the ongoing search for a strategic investor in Petrotec AG.
On June 6, 2008 the Supervisory Board convened for its fourth meeting, which centered on different options as regards strategic investors and partnerships. The progress being made is talks was welcomed they coincided with the regular beginning of production at the new biodiesel plant in Emden.
At the Supervisory Board's fifth meeting on Sept. 25, 2008 the Management Board outlined the advantages of Petrotec biodiesel in terms of avoiding CO2 emissions as could result from the implementation of the EU Directive (RED, Renewable Energy
Directive). The discussion also touched on current price trends in the markets characterized by ongoing high price levels for used cooking oils while revenues from biodiesel sales fell at the same time. Moreover, the Supervisory Board analyzed the status of expansion of Petrotec's own feedstock gathering effort.
The Management Board informed the Supervisory Board on the ongoing status of talks with the future new main shareholder IC Green Energy Ltd., Tel Aviv | 3 |
1cons | 61169663.txt_b0 | 61169663.txt | the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and the combined management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations.
In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRSs as adopted by the EU, the additional requirements of German commercial law pursuant to Sec. 315a (1) HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The combined management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development.
Without qualifying this opinion, we draw attention to the comments in the combined management report. It is stated there that, based on group management's forecast, cash flows from operating activities are expected to be substantially negative in fiscal year 2009 and that this will lead to corresponding financing requirements that will have to be covered, as agreed, by the principal shareholder. It is also stated that, until the end of 2010 at least, and in 2009 in particular, the considerable losses from operating activities will further reduce equity such that subscribed capital will no longer be fully covered by assets. It cannot be ruled out in this regard that, in addition to the capital increase of EUR 1,050k planned for 2009, further injections of
capital or similar measures, such as subordinations of receivables by the principal shareholder, might become necessary.
Furthermore, the combined management report refers to the assumption, which is key to the Group's ability to continue as a going concern, that the Group's budgeted spread between the sales price of biodiesel and the purchase price for the main raw material, used cooking oil, can be realized as expected long term through back-to-back transactions or suitable hedging instruments."
Eschborn/Frankfurt am Main, March 20, 2009
Ernst & Young AG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
Müller Wirtschaftsprüfer [German Public Auditor]
Martin Wirtschaftsprüferin [German Public Auditor]
| 4 |
1cons | 61169663.txt_b1 | 61169663.txt | RSs as adopted by the EU, and the additional requirements of German commercial law pursuant to Sec. 315a (1) HGB ["Handelsgesetzbuch": "German Commercial Code"] are the responsibility of the parent company's management. Our responsibility is to express an opinion on the consolidated financial statements and on the combined management report based on our audit.
We conducted our audit of the consolidated financial statements in accordance with Sec. 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the combined management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the combined management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and the combined management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations.
In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRSs as adopted by the EU, the additional requirements of German commercial law pursuant to Sec. 315a (1) HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The combined management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development.
Without qualifying this opinion, we draw attention to the comments in the combined management report. It is stated there that, based on group management's forecast, cash flows from operating activities are expected to be substantially negative in fiscal year 2009 and that this will lead to corresponding financing requirements that will have to be covered, as agreed, | 5 |
1cons | 60643288.txt_0 | 60643288.txt | James Cropper PLC
Annual Report 2005
Our Company Goal
To prosper and grow through developing a portfolio of complementary and successful business activities
Our Values
· Improving profitability and having the drive to succeed
· An absolute commitment to safety and the environment
· Valuing customers as the lifeblood of our business
· Developing the potential of our employees in a stimulating and enjoyable workplace
· Treating everyone with dignity and respect
· Being enthusiastic about doing things better
· Making a positive contribution to our community
· Having integrity and high standards in everything we do
Annual Report 2005
Contents
Summary of Results
2
Directors, Bankers and Advisers
3
Chairman's Review
4
Financial Review
6
Divisional Review -
Paper
12
Divisional Review -
Converting
13
Divisional Review -
Technical Fibre Products
14
Health and Safety
15
Environment
16
Risk Management
18
Report of the Independent Auditors
19
Report of the Directors
20
Directors' Remuneration Report
23
Group Profit and Loss Account
26
Balance Sheets
27
Statement of Group Total
28
Recognised Gains and Losses
Note of Group Historical
28
Cost Profits and Losses
Reconciliation of Movements in
28
Group Shareholders' Funds
Group Cash Flow Statement
29
Notes to Cash Flow Statement
30
Notes to the Accounts
31
Shareholder Information
48
Notice of Annual General Meeting
49
1
James Cropper PLC
Summary of Results
Group 5 Year Performance
Group turnover £'000 Export turnover Profit & Loss Summary £'000
Paper Converting TFP Group operating profit/(loss) Joint Venture Other income/(expenditure) Net Interest Profit/(loss) before tax Earnings per share Dividends per share Balance Sheet Summary £'000 Assets Liabilities excl. Net Borrowings Investment Net Borrowings Equity shareholders ` Funds Gearing % Capital expenditure £'000
2005 64,568 23,588
2004 58,010 21,637
| 0 |
1cons | 60643288.txt_1 | 60643288.txt | Remuneration Report
23
Group Profit and Loss Account
26
Balance Sheets
27
Statement of Group Total
28
Recognised Gains and Losses
Note of Group Historical
28
Cost Profits and Losses
Reconciliation of Movements in
28
Group Shareholders' Funds
Group Cash Flow Statement
29
Notes to Cash Flow Statement
30
Notes to the Accounts
31
Shareholder Information
48
Notice of Annual General Meeting
49
1
James Cropper PLC
Summary of Results
Group 5 Year Performance
Group turnover £'000 Export turnover Profit & Loss Summary £'000
Paper Converting TFP Group operating profit/(loss) Joint Venture Other income/(expenditure) Net Interest Profit/(loss) before tax Earnings per share Dividends per share Balance Sheet Summary £'000 Assets Liabilities excl. Net Borrowings Investment Net Borrowings Equity shareholders ` Funds Gearing % Capital expenditure £'000
2005 64,568 23,588
2004 58,010 21,637
2003 56,419 22,164
2002 55,835 21,109
2001 55,644 21,367
1,663 302 457
2,422 (114) (200) (337) 1,771 13.8p 8.2p
415 394 474 1,283 (93) (50) (355) 785 7.6p 7.8p
1,085 551 646
2,282 (23) 16
(408) 1,867 15.1p
7.5p
1,043 1,069
314 2,426
(271) (629) 1,526 9.2p 7.0p
(1,725) 961 504 (260) 30 (549) (779)
(7.9p) 6.3p
46,986 46,022
(12,044) (11,520)
34,942 34,502
(7,404) (7,427)
27,538 27,075
27%
27%
3,228 3,101
44,021 | 1 |
1cons | 60643288.txt_2 | 60643288.txt |
2003 56,419 22,164
2002 55,835 21,109
2001 55,644 21,367
1,663 302 457
2,422 (114) (200) (337) 1,771 13.8p 8.2p
415 394 474 1,283 (93) (50) (355) 785 7.6p 7.8p
1,085 551 646
2,282 (23) 16
(408) 1,867 15.1p
7.5p
1,043 1,069
314 2,426
(271) (629) 1,526 9.2p 7.0p
(1,725) 961 504 (260) 30 (549) (779)
(7.9p) 6.3p
46,986 46,022
(12,044) (11,520)
34,942 34,502
(7,404) (7,427)
27,538 27,075
27%
27%
3,228 3,101
44,021 44,510
(10,376) (10,864)
33,645 33,646
(6,526) (7,164)
27,119 26,482
24%
27%
2,299
2,750
47,776 (12,521) 35,255
(8,954) 26,301
34% 4,400
Change in Accounting Policy
From 2005 the turnover figures for the Paper and Converting Divisions have been increased to reflect the inclusion of delivery costs invoiced to customers. As a consequence turnover is stated on a consistent accounting basis across the Group. In the above analysis prior year turnover figures have been restated on the new basis. There is no impact on profit as these costs are now included in the external charges section of the Profit and Loss Account.
2
Directors, Bankers and Advisers
Non-Executive Chairman James A Cropper, BA, FCA Born 1938 is the great, great grandson of the founder. He joined the Company in 1966. He became Non-Executive Chairman in 2001. He is also Lord-Lieutenant of Cumbria.
Executive Directors | 2 |
1cons | 60643288.txt_3 | 60643288.txt | 44,510
(10,376) (10,864)
33,645 33,646
(6,526) (7,164)
27,119 26,482
24%
27%
2,299
2,750
47,776 (12,521) 35,255
(8,954) 26,301
34% 4,400
Change in Accounting Policy
From 2005 the turnover figures for the Paper and Converting Divisions have been increased to reflect the inclusion of delivery costs invoiced to customers. As a consequence turnover is stated on a consistent accounting basis across the Group. In the above analysis prior year turnover figures have been restated on the new basis. There is no impact on profit as these costs are now included in the external charges section of the Profit and Loss Account.
2
Directors, Bankers and Advisers
Non-Executive Chairman James A Cropper, BA, FCA Born 1938 is the great, great grandson of the founder. He joined the Company in 1966. He became Non-Executive Chairman in 2001. He is also Lord-Lieutenant of Cumbria.
Executive Directors
Chief Executive & Managing Director, Paper Division Alun I Lewis, BSc, MBA Born 1957. He joined the Group in 1987 from Wiggins Teape Limited and the Board in April 1998, becoming Chief Executive in January 2001.
Group Finance Director John M Denman, BSc, FCA Born 1952. He joined the Group and the Board in 1995 from Cable & Wireless plc. He is responsible for Finance, Human Resources, Purchasing, Information Systems and Project Management. He is also a trustee of the James Cropper PLC Pension Scheme, Treasurer of the Confederation of Paper Industries Limited and a director of the Paper Federation of Great Britain Limited.
Sales and Marketing Director, Paper Division Nigel A Read, BA Born 1954. He joined the Group in 1981 from Robert Fletcher & Sons Limited and the Board in 1998. He is also a trustee of the James Cropper PLC Pension Scheme.
Operations Director, Paper Division Patrick J Willink, BSc, MBA Born 1964 is also related to the founder. He joined the Group in 1990 from Aquascutum Limited and the Board in 1998.
Managing Director, Technical Fibre Products Ltd George T Quayle, BSc, C Chem, MRSC Born | 3 |
1cons | 60643288.txt_b0 | 60643288.txt | the expiry of such authority and may make a purchase of ordinary shares in pursuance of such contract or contracts.
Burneside Mills, Kendal, Cumbria, 8th July 2005
By order of the Board D R Carey Company Secretary
Notes 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations
1995, to be entitled to attend and vote at the meeting (and for the purpose of determination by the Company of the number of votes they may cast), members must be entered on the Company's Register of Members by 10.30 am on 1st August 2005, when the register of members will be closed until after the Annual General Meeting.
2. A member of the Company who is entitled to attend and vote may appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. Appointing a proxy will not preclude members from attending and voting at the meeting if they later decide to do so. A facility to appoint a proxy through the website of the Company's Registrars is available and details are set out on the enclosed form of proxy.
3. Copies of the contracts of service for the directors are available for inspection during normal business hours on each business day at the registered office. In addition such copies will be available at the place of the meeting for at least 15 minutes prior to the meeting and at the meeting.
4. The reasons for the Special Business are explained in the Report of the Directors contained in the Annual Report.
49
James Cropper PLC
All paper produced by James Cropper PLC Printed by Dixon Printing Company Ltd
James Cropper PLC
Burneside Mills, Kendal Cumbria LA9 6PZ England Tel 01539 722002 Fax 01539 818239 info@cropper.com www.cropper.com
Cover2005 6/10/05 2:01 PM Page 2
Our Company Goal To prosper and grow through developing a portfolio of complementary and successful business activities
Our Values · Improving profitability and
having the drive to succeed · An absolute commitment to
safety and the environment · Valuing customers as the
lifeblood of our business · Developing the potential of our
employees in a stimulating and enjoyable workplace · Treating everyone with dignity and respect · Being enthusiastic about doing things better · Making a positive contribution to our community · Having integrity and high standards in everything we do
| 4 |
1cons | 60643288.txt_b1 | 60643288.txt | of all ordinary shareholders are proportionate (as nearly as may be) to the respective number of ordinary shares held by them on a fixed record date (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever); and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) of this resolution) of equity securities up to an aggregate nominal amount of £104,489;
and shall expire on the date of the next Annual General Meeting of the Company or (if earlier) fifteen months from the date of the passing of this resolution save that the Company is hereby enabled to make an offer or agreement before such expiry which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
(v) the Company may make a contract or contracts to purchase ordinary shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of such contract or contracts.
Burneside Mills, Kendal, Cumbria, 8th July 2005
By order of the Board D R Carey Company Secretary
Notes 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations
1995, to be entitled to attend and vote at the meeting (and for the purpose of determination by the Company of the number of votes they may cast), members must be entered on the Company's Register of Members by 10.30 am on 1st August 2005, when the register of members will be closed until after the Annual General Meeting.
2. A member of the Company who is entitled to attend and vote may appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. Appointing a proxy will not preclude members from attending and voting at the meeting if they later decide to do so. A facility to appoint a proxy through the website of the Company's Registrars is available and details are set out on the enclosed form of proxy.
3. Copies of the contracts of service for the directors are available for inspection during normal business hours on | 5 |
1cons | 60605348.txt_0 | 60605348.txt | TAS Tecnologia Avanzata dei Sistemi Spa
Page 1
TAS Annual Report
and Consolidated
Financial Statements
2004
The English version is a free translation of the Italian one, which remains the original and definitive version.
____________________________________________________________
_____________________________________________________
________________________________________________
Annual Report as at 31 Dicember 2004
TAS Tecnologia Avanzata dei Sistemi Spa
Page 2
TAS TECNOLOGIA AVANZATA DEI SISTEMI S.P.A.
INDEX
TAS S.P.A. ANNUAL REPORT
Pag.
- Directors Report TAS Annual Report as at 31.12.2004
3
- TAS Financial Statements as at 31.12.2004
16
- Notes to Financial Statements as at 31.12.2004
20
TAS CONSOLIDATED FINANCIAL STATEMENTS
- Directors Report- TAS Consolidated Annual Report as at 31.12.2004
41
- Consolidated Financial Statements as at 31.12.2004
51
- Notes to Consolidated Financial Statements as at 31.12.2004
56
- Attachment no.1: list of enterprises included in the consolidation
69
- Attachment no.2: List of other shareholdings
69
- Attachment no.3: Chart of comparison
69
- Attach. no.4: Chart of variations in the consolidated shareholders' equity
69
- Attachment no.5: Summarised relevant data of APIA S.A. annual report
70
- Attach. no.6: Summarised relevant data of TAS FRANCE EURL annual report 72
Annual Report as at 31 Dicember 2004
TAS Tecnologia Avanzata dei Sistemi Spa
Page 3
TAS TECNOLOGIA AVANZATA DEI SISTEMI S.p.A.
Registered office at Largo dei Caduti di El Alamein, 9 00173 Rome Italy Share Capital Euro 921.519,04 fully paid up - Co. Reg. no. and fiscal code 05345750581 Rea 732344
| 0 |
1cons | 60605348.txt_1 | 60605348.txt | Notes to Consolidated Financial Statements as at 31.12.2004
56
- Attachment no.1: list of enterprises included in the consolidation
69
- Attachment no.2: List of other shareholdings
69
- Attachment no.3: Chart of comparison
69
- Attach. no.4: Chart of variations in the consolidated shareholders' equity
69
- Attachment no.5: Summarised relevant data of APIA S.A. annual report
70
- Attach. no.6: Summarised relevant data of TAS FRANCE EURL annual report 72
Annual Report as at 31 Dicember 2004
TAS Tecnologia Avanzata dei Sistemi Spa
Page 3
TAS TECNOLOGIA AVANZATA DEI SISTEMI S.p.A.
Registered office at Largo dei Caduti di El Alamein, 9 00173 Rome Italy Share Capital Euro 921.519,04 fully paid up - Co. Reg. no. and fiscal code 05345750581 Rea 732344
DIRECTORS' REPORT - TAS ANNUAL REPORT 2004
Shareholders, The annual report of your Company as at 31.12.2004 shows the following results:
Total revenues: 6,595 thousand (-6% compared with financial year 2003) EBITDA: 1,004 thousand (-29% compared with financial year 2003) Net profit: 193 thousand (+112% compared with financial year 2003)
The financial year ends positive. We are therefore proud and optimist. We are proud because for the second consecutive year we have a positive result notwithstanding the almost steady economic situation, in Europe and in particular in Italy, and the deepest crisis of the financial software market in the last years. We are optimist because there are signs showing that the worst is behind our back. This does not mean that we think of a new period of strong growth, such as that at the end of the nineties and in the year 2000, as we deem that the current situation shall last in the medium term. However we expect a future without the political and financial shocks happened at the beginning of this millennium. The major risks on the short and medium term are bound to the value of dollar and to politicys undertaken to address its course. The offer | 1 |
1cons | 60605348.txt_2 | 60605348.txt | DIRECTORS' REPORT - TAS ANNUAL REPORT 2004
Shareholders, The annual report of your Company as at 31.12.2004 shows the following results:
Total revenues: 6,595 thousand (-6% compared with financial year 2003) EBITDA: 1,004 thousand (-29% compared with financial year 2003) Net profit: 193 thousand (+112% compared with financial year 2003)
The financial year ends positive. We are therefore proud and optimist. We are proud because for the second consecutive year we have a positive result notwithstanding the almost steady economic situation, in Europe and in particular in Italy, and the deepest crisis of the financial software market in the last years. We are optimist because there are signs showing that the worst is behind our back. This does not mean that we think of a new period of strong growth, such as that at the end of the nineties and in the year 2000, as we deem that the current situation shall last in the medium term. However we expect a future without the political and financial shocks happened at the beginning of this millennium. The major risks on the short and medium term are bound to the value of dollar and to politicys undertaken to address its course. The offer in the reference market is still strong and determines us to a defensive policy of the acquired quota through lower margins consequent to lower prices as well as through the proposal of more efficient services. Operative conditions and activity development TAS, as you already know, operates in the information technology sector with particular reference to development, commercialisation, consulting, assistance and maintenance of software, and it also has an ancillary activity of sale of hardware. The software developed mainly concern the automation of the process of collection, submission and execution of orders to purchase and sell financial products. In the last years, Your Company started offering ASP (Application Service Provisioning) services and distribution and support of VT Multimarket Terminal, a system for professional trading developed by Visual Trader SL, Company owned by Madrid and Valencia Stock Exchanges. The activity of TAS S.p.A. is carried out, in its registered offices in Rome, Largo dei Caduti di El Alamein no. 9, as well as in the following local entities:
Annual Report as at 31 Dicember 2004
TAS Tecnologia Avanzata dei Sistemi Spa
Page 4
Milano, Via Quintino Sella no. 4 | 2 |
1cons | 60605348.txt_3 | 60605348.txt | in the reference market is still strong and determines us to a defensive policy of the acquired quota through lower margins consequent to lower prices as well as through the proposal of more efficient services. Operative conditions and activity development TAS, as you already know, operates in the information technology sector with particular reference to development, commercialisation, consulting, assistance and maintenance of software, and it also has an ancillary activity of sale of hardware. The software developed mainly concern the automation of the process of collection, submission and execution of orders to purchase and sell financial products. In the last years, Your Company started offering ASP (Application Service Provisioning) services and distribution and support of VT Multimarket Terminal, a system for professional trading developed by Visual Trader SL, Company owned by Madrid and Valencia Stock Exchanges. The activity of TAS S.p.A. is carried out, in its registered offices in Rome, Largo dei Caduti di El Alamein no. 9, as well as in the following local entities:
Annual Report as at 31 Dicember 2004
TAS Tecnologia Avanzata dei Sistemi Spa
Page 4
Milano, Via Quintino Sella no. 4;
Verona, Via Museo no. 1.
Development of demand and trends of the markets where the Company operates
TAS main reference market is that of financial software, particularly for securities management.
Its value is affected by the expenditure of banks and financial operators investing in the purchase of new software and in the management costs of existing structures.
Europe and Italy in particular seem not to follow the restart shown in the main worldwide economic areas with consequences also on the technological field: the Assinform Report "The ICT market in Italy in the first half year 2004" defines "the period 2002/2004 very difficult" with "loss of employees and companies" and it records a bend of 2.9% of the Italian global market value on development and maintenance services in the first half year 2004 compared with the former semester.
In this general situation, the software market for financial intermediaries does not show strong signs of restart also due to the aggregation process and efforts to reduce costs of the whole banking system.
As far as securities trading is concerned, the following charts show the trend of exchanges on the main markets of Borsa Italiana.
The number of contracts traded on the Stock Exchange keeps remarkably decreasing, with a bend in volumes down by | 3 |
1cons | 60605348.txt_b0 | 60605348.txt | Accrued liabilities and deferred income Total current liabilities Provisions for liabilities and charges Total Provisions for liabilities and charges
Total liabilities Share capital Legal reserve Retained earnings (loss) carry forwards Profit (loss) of the year Total shareholders' equity Total liabilities and shareholders' equity
31.12.2004 31.12.2003
84
162
151
76
82
89
1
6
31
24
349
357
18
29
209
166
166
170
394
365
743
722
108
142
108
133
458
34
64
85
44
794
383
47
12
47
12
840
394
503
503
5
5
-180
-309
-424
129
-97
327
743
722
Page 72
Annual Report as at 31 Dicember 2004
TAS Tecnologia Avanzata dei Sistemi Spa
Profit and loss account Revenues from sales and services Increase of capitalised internal work in progress Other revenues Total revenues Costs of materials and goods Service costs and other costs Gross Profit Personnel cost EBITDA Depreciation Accruals and write-downs EBIT Financial income and charges Income before non recurring items and provision for income taxes Non recurring income (charges) Income before provision for income taxes Provision taxes on the income Net profit
Page 73
31.12.04 1,187
23 1,210
-42 -553 614 -895 -281 -71 -41 -392
-6
31.12.03 855 8 9 873 -31 -499 343 -874 -531 -51 -12 -594 -4
-398
-598
-18
729
-416
131
-9
-2
-424
129
Var 39%
-100% 149%
39% 36% 11% 79% 2% -47% 39% 250% -34% 38%
-33%
446%
Annual Report as at 31 Dicember 2004
| 4 |
1cons | 60605348.txt_b1 | 60605348.txt | ,900 2,542 -117 -6 2,419 48 2,467 22 2,489 -521 1,968
31.12.03 6,327
6,327 -265 -1.899 4,164 -1,902 2,262 -63 -35 2,164
-1 2,163
180 2,342 -512 1,831
Var. -26%
-25% -85% -85%
7% 0% 12% 86% -84% 12%
14% -88%
6% 2% 7%
Attachment no. 6 Summarised relevant data of the latest annual report of TAS FRANCE EURL
Annual Report as at 31 Dicember 2004
TAS Tecnologia Avanzata dei Sistemi Spa
Data in thousand Euros
TAS FRANCE EURL BALANCE SHEET Asset
Cash and bank accounts Receivable from customers Other receivable Stock Prepayments and accrued income Total current assets Tangible assets Intagible assets Investiments Total fixed assets
Total assets Liabilities and Shareholders' equity
Trade payables Taxes payable Payables to Parent Company Other payables Accrued liabilities and deferred income Total current liabilities Provisions for liabilities and charges Total Provisions for liabilities and charges
Total liabilities Share capital Legal reserve Retained earnings (loss) carry forwards Profit (loss) of the year Total shareholders' equity Total liabilities and shareholders' equity
31.12.2004 31.12.2003
84
162
151
76
82
89
1
6
31
24
349
357
18
29
209
166
166
170
394
365
743
722
108
142
108
133
458
34
64
85
44
794
383
47
12
47
12
840
394
503
503
5
5
-180
-309
-424
129
-97
327
743
722
Page 72
Annual Report as at 31 Dicember 2004
TAS Tecnologia Avanzata de | 5 |
1cons | 61292703.txt_0 | 61292703.txt | ANNUAL REPORT 2009
Overcoming challenges. Acting responsibly.
Overcoming challenges. A stable company at the core of the chemical industry LANXESS proved in 2009 that it has rightfully earned this designation. Our strong financial position coupled with rapid and resolute action enabled us to steer our company safely through the global financial and economic crisis. LANXESS is well-positioned to benefit from the unfolding recovery in the global marketplace. Acting responsibly. In our business activities we strive to take account of the demands of economics, ecology and society in equal measure. We are convinced that our products and our expertise in the area of sustainable development can make significant contributions to protecting the environment and improving the quality of life for all people.
In 2009 we celebrated the invention of synthetic rubber a century ago. The flexible all-rounder has revolutionized the world as we know it and is still keeping it moving today. As one of the most important manufacturers of synthetic rubber, we marked the event appropriately of course also in this Annual Report.
Key Data
million
Sales EBITDA pre exceptionals EBITDA margin pre exceptionals EBITDA Operating result (EBIT) pre exceptionals Operating result (EBIT) EBIT margin Net income Earnings per share () ROCE
Cash flow from operating activities Depreciation and amortization Cash outflows for capital expenditures
Total assets Equity (including minority interest) Equity ratio Pension provisions Net financial liabilities
Employees (as of December 31) Training ratio Personnel expenses ( million) Work-related injuries resulting in at least 1 day's absence (per million hours worked)
Energy consumption (petajoules) Total water consumption (in thousand cubic meters per day) Emissions of greenhouse gases (CO2 equivalents in thousand tons) Emissions of volatile organic compounds (in thousand tons) Total waste (in thousand tons) Total wastewater (in thousand cubic meters per day) 2008 figures restated
2008
6,576 722
11.0% 602 462 323 4.9% 183 2.20
15.4%
492 279 342
4,592 1,339 29.2%
498 864
14,797 6.6% 1,062 3.1
48 1,138 2,403
4.0 272 88
2009
5,057 465 9.2% 422 204 149 2.9% 40 0.48 5.9%
565 273 275
5,068 1, | 0 |
1cons | 61292703.txt_1 | 61292703.txt | () ROCE
Cash flow from operating activities Depreciation and amortization Cash outflows for capital expenditures
Total assets Equity (including minority interest) Equity ratio Pension provisions Net financial liabilities
Employees (as of December 31) Training ratio Personnel expenses ( million) Work-related injuries resulting in at least 1 day's absence (per million hours worked)
Energy consumption (petajoules) Total water consumption (in thousand cubic meters per day) Emissions of greenhouse gases (CO2 equivalents in thousand tons) Emissions of volatile organic compounds (in thousand tons) Total waste (in thousand tons) Total wastewater (in thousand cubic meters per day) 2008 figures restated
2008
6,576 722
11.0% 602 462 323 4.9% 183 2.20
15.4%
492 279 342
4,592 1,339 29.2%
498 864
14,797 6.6% 1,062 3.1
48 1,138 2,403
4.0 272 88
2009
5,057 465 9.2% 422 204 149 2.9% 40 0.48 5.9%
565 273 275
5,068 1,445 28.5%
569 794
14,338 5.6% 981 3.0
43 996 1,564
3.4 229 78
Change in % (23.1) (35.6)
(29.9) (55.8 ) (53.9)
(78.1) (78.2)
14.8 (2.2) (19.6) 10.4
7.9
14.3 (8.1)
(3.1)
(7.6) (3.2)
(10.4) (12.5) (34.9) (15.0) (15.8) (11.4)
Sales by Region in %
Germany EMEA (excluding Germany) North America Latin America Asia-Pacific
22.6 10.2
15.4
21.0 30.8
Employees by Region (as of December 31) in %
11.7 8.0
8.8
Germany
53.2
EMEA (excluding Germany)
North America
18.3
| 1 |
1cons | 61292703.txt_2 | 61292703.txt | 445 28.5%
569 794
14,338 5.6% 981 3.0
43 996 1,564
3.4 229 78
Change in % (23.1) (35.6)
(29.9) (55.8 ) (53.9)
(78.1) (78.2)
14.8 (2.2) (19.6) 10.4
7.9
14.3 (8.1)
(3.1)
(7.6) (3.2)
(10.4) (12.5) (34.9) (15.0) (15.8) (11.4)
Sales by Region in %
Germany EMEA (excluding Germany) North America Latin America Asia-Pacific
22.6 10.2
15.4
21.0 30.8
Employees by Region (as of December 31) in %
11.7 8.0
8.8
Germany
53.2
EMEA (excluding Germany)
North America
18.3
Latin America
Asia-Pacific
This annual report contains forward-looking statements based on current assumptions and forecasts made by LANXESS AG management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
PERFORMANCE POLYMERS
Market Position
The Performance Polymers segment brings together all the activities of the LANXESS Group in the production of rubber and plastics. Our technologies give us a strong position in the global market. For example, LANXESS is among the leading manufacturers of butyl and polybutadiene rubber, used mainly for the production of car and truck tires. Our high-tech Durethan® and Pocan® plastics are strong brands with significant potential for growth and innovation.
Performance Indicators
million
Sales Share of Group sales EBITDA1) EBITDA margin1) Cash outflows for capital expenditures Employees (as of Dec. 31) 1) pre exceptionals
2008
3,280 49.9%
413 12.6 | 2 |
1cons | 61292703.txt_3 | 61292703.txt | Latin America
Asia-Pacific
This annual report contains forward-looking statements based on current assumptions and forecasts made by LANXESS AG management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
PERFORMANCE POLYMERS
Market Position
The Performance Polymers segment brings together all the activities of the LANXESS Group in the production of rubber and plastics. Our technologies give us a strong position in the global market. For example, LANXESS is among the leading manufacturers of butyl and polybutadiene rubber, used mainly for the production of car and truck tires. Our high-tech Durethan® and Pocan® plastics are strong brands with significant potential for growth and innovation.
Performance Indicators
million
Sales Share of Group sales EBITDA1) EBITDA margin1) Cash outflows for capital expenditures Employees (as of Dec. 31) 1) pre exceptionals
2008
3,280 49.9%
413 12.6%
178 4,672
2009
2,388 47.2%
250 10.5%
133 4,375
Change in %
(27.2)
(39.5)
(25.3) (6.4)
ADVANCED INTERMEDIATES
Market Position
The operations that LANXESS combines in its Advanced Intermediates segment make it one of the world's main suppliers of basic and fine chemicals. Our core competencies lie in the production and marketing of industrial and fine chemicals, and in research and development in these fields. Many years of experience, successful brands and a highly efficient integrated aromatics production network give LANXESS leadership positions in the global market.
Performance Indicators
million
Sales Share of Group sales EBITDA1) EBITDA margin1) Cash outflows for capital expenditures Employees (as of Dec. 31) 1) pre exceptionals
2008
1,310 19.9%
186 14.2%
62 2,530
2009
1,104 21.8%
154 13.9%
53 2,858
Change in %
(15.7)
(17. | 3 |
1cons | 61292703.txt_b0 | 61292703.txt | Management, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion.
Our audit has not led to any reservations.
In our opinion based on the findings of our audit the consolidated financial statements comply with the IFRSs as adopted by the E.U., the additional requirements of German commercial law pursuant to § 315 a Abs. 1 HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development.
Cologne, March 3, 2010
PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
Peter Albrecht Wirtschaftsprüfer (German Public Auditor)
Jörg Sechser Wirtschaftsprüfer (German Public Auditor)
AUDITOR'S REPORT
157
LANXESS ANNUAL REPORT 2009
FINANCIAL CALENDAR 2010 MAY 11
Interim Report Q1 2010
MAY 28
Annual Stockholders' Meeting
AUGUST 6
Interim Report Q2 2010
SEPTEMBER 14/15
LANXESS Media Day
SEPTEMBER 15/16
LANXESS Capital Markets Day
NOVEMBER 10
Interim Report Q3 2010
PLEASE DO NOT HESITATE TO CONTACT US IF YOU HAVE ANY QUESTIONS OR COMMENTS. Contact Corporate Communications Tel. +49 214 30 47018 Email: mediarelations@lanxess.com Contact Investor Relations Tel. +49 214 30 23851 Email: ir@lanxess.com
158
MASTHEAD LANXESS AG 51369 Leverkusen Germany Tel. +49 214 30 33333 www.lanxess.com
Agency Kirchhoff Consult AG, Hamburg
Photography Claudia Kempf, Wuppertal
English edition CURRENTA GmbH & Co. OHG Language Service
Printed by Kunst- und Werbedruck, Bad Oeynhausen, Germany
PUBLISHER LANXESS AG 51369 LEVERKUSEN GERMANY WWW.LANXESS.COM
| 4 |
1cons | 61292703.txt_b1 | 61292703.txt | Board of Management. Our responsibility is to express an opinion on the consolidated financial statements and on the group management report based on our audit.
We conducted our audit of the consolidated financial statements in accordance with § 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the group management
report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of the entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by the company's Board of Management, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion.
Our audit has not led to any reservations.
In our opinion based on the findings of our audit the consolidated financial statements comply with the IFRSs as adopted by the E.U., the additional requirements of German commercial law pursuant to § 315 a Abs. 1 HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development.
Cologne, March 3, 2010
PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
Peter Albrecht Wirtschaftsprüfer (German Public Auditor)
Jörg Sechser Wirtschaftsprüfer (German Public Auditor)
AUDITOR'S REPORT
157
LANXESS ANNUAL REPORT 2009
FINANCIAL CALENDAR 2010 MAY 11 | 5 |
1cons | 60679477.txt_0 | 60679477.txt | `THE BEST ESPRESSO THIS SIDE OF MILAN'
ANNUAL REPORT & ACCOUNTS 2005
HIGHLIGHTS FY2005
· TURNOVER UP 39% TO £70.1M (2004: £50.5M). · LIKE-FOR-LIKE STORE SALES POSITIVE 7.5%. · EBITDA INCREASED BY 81% TO £11.8M (2004: £6.5M). · OPERATING PROFIT IMPROVED BY 155% TO £6.0M
(2004: £2.4M).
· PRE TAX PROFIT (BEFORE AMORTISATION) ROSE BY
156% TO £5.6M (2004: £2.2M).
· EPS GREW BY 100% TO 7.49P (2004: 3.75P). · CASH BALANCE OF £4.0M AND BANKING FACILITIES
OF £3.5M AVAILABLE AT YEAR END.
· HAVE REACHED A POSITION OF SELF-FINANCING:
INTERNAL CASHFLOW NOW APPROXIMATELY EQUALS CAPITAL EXPENDITURE.
· CURRENTLY 230 STORES OPERATING IN 101 UK TOWNS
AND CITIES (MAY 2005: 214).
01 FINANCIAL EVOLUTION 05 CHAIRMAN'S STATEMENT 09 THE BOARD, DIRECTORS & ADVISERS 10 DIRECTORS' REPORT 13 CORPORATE GOVERNANCE 15 DIRECTORS' REMUNERATION REPORT 18 STATEMENT OF DIRECTORS' RESPONSIBILITIES 19 AUDITORS' REPORT 20 GROUP PROFIT & LOSS ACCOUNT 21 GROUP BALANCE SHEET 22 COMPANY BALANCE SHEET 23 GROUP STATEMENT OF CASH FLOWS
/RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 24 NOTES TO THE FINANCIAL STATEMENTS 34 NOTICE OF AGM
FINANCIAL EVOLUTION
STORES 214
162 121 108
TURNOVER (£M)
70.1
50.5 39.4 26.6
02 03 04 05
02 03 04 05
STORE PROFIT (£M) 17.1
EBITDA (£M)
11.8
10.6 7.3 4 | 0 |
1cons | 60679477.txt_1 | 60679477.txt | ITURE.
· CURRENTLY 230 STORES OPERATING IN 101 UK TOWNS
AND CITIES (MAY 2005: 214).
01 FINANCIAL EVOLUTION 05 CHAIRMAN'S STATEMENT 09 THE BOARD, DIRECTORS & ADVISERS 10 DIRECTORS' REPORT 13 CORPORATE GOVERNANCE 15 DIRECTORS' REMUNERATION REPORT 18 STATEMENT OF DIRECTORS' RESPONSIBILITIES 19 AUDITORS' REPORT 20 GROUP PROFIT & LOSS ACCOUNT 21 GROUP BALANCE SHEET 22 COMPANY BALANCE SHEET 23 GROUP STATEMENT OF CASH FLOWS
/RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 24 NOTES TO THE FINANCIAL STATEMENTS 34 NOTICE OF AGM
FINANCIAL EVOLUTION
STORES 214
162 121 108
TURNOVER (£M)
70.1
50.5 39.4 26.6
02 03 04 05
02 03 04 05
STORE PROFIT (£M) 17.1
EBITDA (£M)
11.8
10.6 7.3 4.1
02 03 04 05
6.5 4.2
1.1 02 03 04 05
PROFIT BEFORE TAX (£M)* 5.6
2.4
1.0 -1.1
02 03 04 05
*BEFORE AMORTISATION AND EXCEPTIONALS
CAFFÈ NERO GROUP PLC
ANNUAL REPORT & ACCOUNTS 2005
FINANCIAL EVOLUTION
01
RATED THE BEST COFFEE HOUSE BRAND IN BRITAIN FOR THE 5TH YEAR RUNNING
Allegra Strategies, Consumer Survey on Coffee 2004
02
03
"THE BEST ESPRESSO THIS SIDE OF MILAN"
TATLER
04
CHAIRMAN'S STATEMENT
BALANCE SHEET AND FUNDING
At the year end 31 May 2005, Caffè Nero's cash position stood at £4.0m. Net debt was £11.6m (c.1.0 x EBITDA of £11.8m). An additional £3.5m facility was also available from the Bank of Scotland, if required.
INTR | 1 |
1cons | 60679477.txt_2 | 60679477.txt | .1
02 03 04 05
6.5 4.2
1.1 02 03 04 05
PROFIT BEFORE TAX (£M)* 5.6
2.4
1.0 -1.1
02 03 04 05
*BEFORE AMORTISATION AND EXCEPTIONALS
CAFFÈ NERO GROUP PLC
ANNUAL REPORT & ACCOUNTS 2005
FINANCIAL EVOLUTION
01
RATED THE BEST COFFEE HOUSE BRAND IN BRITAIN FOR THE 5TH YEAR RUNNING
Allegra Strategies, Consumer Survey on Coffee 2004
02
03
"THE BEST ESPRESSO THIS SIDE OF MILAN"
TATLER
04
CHAIRMAN'S STATEMENT
BALANCE SHEET AND FUNDING
At the year end 31 May 2005, Caffè Nero's cash position stood at £4.0m. Net debt was £11.6m (c.1.0 x EBITDA of £11.8m). An additional £3.5m facility was also available from the Bank of Scotland, if required.
INTRODUCTION The directors and I are very pleased with Caffè Nero's performance for the 12 months to 31 May 2005 (FY2005). It was another year of record financial results and of outstanding achievement on all three of our key fronts: growth, profitability and brand rating. We opened 52 (net) new stores in the year, grew operating profit by 155% and retained our number one brand ranking with consumers. A snapshot of the year reinforces that Caffè Nero is emerging as a highly promising national brand.
FINANCIAL PERFORMANCE We are delighted with the financial results. Caffè Nero exceeded every financial target set by the Board for the Group at the beginning of the year and, in the process, achieved record turnover and profit. Sales increased 39% to £70.1m (2004: £50.5m) and like-for-like sales were up 7.5%, the highest in Caffè Nero's history. Caffè Nero has now recorded 32 consecutive quarters of positive like-for-like sales.
Profit also increased sharply. Store Profit (profit before central overheads) rose by 60% to £17.1m (2004: £10.6m). EBITDA, the critical measurement | 2 |
1cons | 60679477.txt_3 | 60679477.txt | ODUCTION The directors and I are very pleased with Caffè Nero's performance for the 12 months to 31 May 2005 (FY2005). It was another year of record financial results and of outstanding achievement on all three of our key fronts: growth, profitability and brand rating. We opened 52 (net) new stores in the year, grew operating profit by 155% and retained our number one brand ranking with consumers. A snapshot of the year reinforces that Caffè Nero is emerging as a highly promising national brand.
FINANCIAL PERFORMANCE We are delighted with the financial results. Caffè Nero exceeded every financial target set by the Board for the Group at the beginning of the year and, in the process, achieved record turnover and profit. Sales increased 39% to £70.1m (2004: £50.5m) and like-for-like sales were up 7.5%, the highest in Caffè Nero's history. Caffè Nero has now recorded 32 consecutive quarters of positive like-for-like sales.
Profit also increased sharply. Store Profit (profit before central overheads) rose by 60% to £17.1m (2004: £10.6m). EBITDA, the critical measurement of cashflow profit, jumped 81% to £11.8m (2004: £6.5m). This leap forward reflects the same phenomenon as in the previous three years: having reached a threshold number of stores and a sufficient level of infrastructure, a large portion of each new store's profit flows down to the Group's profit line.
Consequently, significant increases occurred in Caffè Nero's adjusted Operating Profit (before amortisation of goodwill and exceptionals), which grew by 112% to £6.5m (2004: £3.1m). Likewise, we made great strides in non-adjusted Operating Profit, which climbed by 155% to £6.0m (2004: £2.4m).
Increases at the pre-tax profit level were equally robust. The Group's adjusted Pre-tax Profit (before amortisation of goodwill) rose by 156% to £5.6m (2004: £2.2m), while Caffè Nero's non-adjusted Pre-tax Profit improved by 201% to a record £5.1m (2004: £1.7m).
Profit After-Tax was also a record; it climbed to £5.0m, which is a | 3 |
1cons | 60679477.txt_b0 | 60679477.txt | . A Member entitled to attend and vote at the Meeting convened by the above Notice may appoint one or
more proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company. Completion of a form of proxy does not preclude a Member from attending and voting at the Meeting in person.
2. A form of proxy is enclosed for your use if desired. To be valid, a duly executed form of proxy for use at the Meeting, together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company's Registrars, Capita Irg, Bourne House, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, not later than 48 hours before the time for holding of the Meeting or any adjournment thereof.
3. The register of interests of the Directors and their families in the share capital of the Company and copies of the Directors' service contracts will be available for inspection at the registered office of the Company on any weekday (Saturdays and Public Holidays excepted) during normal business hours until the meeting and at the place of the Meeting for 15 minutes prior to, and during the Meeting.
4. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the company's register of members not later than 10 a.m. on 4th November 2005 or, if the meeting is adjourned, shareholders entered on the company's register of members not later than 48 hours before the time fixed for the adjourned meeting, shall be entitled to attend and vote at the meeting.
CAFFÈ NERO GROUP PLC
ANNUAL REPORT & ACCOUNTS 2005
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
35
NOTES
CAFFÈ NERO GROUP PLC
ANNUAL REPORT & ACCOUNTS 2005
36
NOTES
This report is printed on Retreeve Vellum FSC Natural, manufactured in the UK by Curtis Fine Papers and available exclusively from the Robert Horne Group T/08457 44 33 22.
Designed and produced by College Design.
CAFFÈ NERO GROUP PLC 3 NEAL STREET LONDON WC2H 9PU
WWW.CAFFENERO.COM
| 4 |
1cons | 60679477.txt_b1 | 60679477.txt | attributable to the interests of all shareholders are proportionate (as nearly as may be) to the respective numbers of shares held by them, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems arising in or under the laws of territories outside the UK or the requirements of any regulatory body or any stock exchange or otherwise howsoever; and
b) the allotment (otherwise than pursuant to sub-paragraph a above) of equity securities up to an aggregate nominal value of £16,713, and shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require its securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
By order of the board
B.J.Price SECRETARY 3 Neal Street London WC2H 9PU 13 September 2005
34
CAFFÈ NERO GROUP PLC ANNUAL REPORT & ACCOUNTS 2005 NOTICE OF ANNUAL GENERAL MEETING
Notes 1. A Member entitled to attend and vote at the Meeting convened by the above Notice may appoint one or
more proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company. Completion of a form of proxy does not preclude a Member from attending and voting at the Meeting in person.
2. A form of proxy is enclosed for your use if desired. To be valid, a duly executed form of proxy for use at the Meeting, together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company's Registrars, Capita Irg, Bourne House, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, not later than 48 hours before the time for holding of the Meeting or any adjournment thereof.
3. The register of interests of the Directors and their families in the share capital of the Company and copies of the Directors' service contracts will be available for inspection at the registered office of the Company on any weekday (Saturdays and Public Holidays excepted) during normal business hours until the meeting and at the place of the | 5 |
1cons | 60898431.txt_0 | 60898431.txt | reference docu 2005 ment
Contents
3 CHAIRMAN'S MESSAGE 5 CHIEF EXECUTIVE OFFICER'S MESSAGE 6 MANAGEMENT REPORT OF THE BOARD
OF DIRECTORS FOR 2005 7 Comparison of key figures: 2004 2005 8 Dividends 9 Group performance by category 11 Group performance by geography 13 Management of currency and interest rate risks 14 Investor Relations 15 Prospects for 2006 and strategy 15 Risks and opportunities 15 Research and development 15 Performance goals 15 Share capital 16 Share repurchase program cancelled shares 17 Senior Management Compensation 20 Mandates of the Company Officers 22 Workforce information 26 Environmental Data 33 Annexe of the management report of the Board
of Directors about financial authorizations
35 CONSOLIDATED FINANCIAL STATEMENTS 35 Consolidated income statement 36 Consolidated balance sheet 38 Consolidated cash flow statement 40 Consolidated statement of changes in equity 41 Notes to the financial statements 88 Statutory Auditors' report on the consolidated
financial statements 89 STATUTORY ACCOUNTS 89 Income statement 90 Balance sheet 92 Cash flow statement 93 Notes to the Company's financial statements 106 Statutory Auditors' report on the financial statements 107 Auditors' special report on related party transactions 109 CORPORATE GOVERNANCE 109 Chairman's report on the Board of Directors functioning
and on the internal control procedures implemented by the Company 116 Auditors' report on the Chairman's report 118 GENERAL INFORMATION Structure based on the Commission Regulation (CE) n°809/2004 (Cf. Cross Reference Table)
This is a free translation of the reference document. The French version of the reference document was filed with the A.M.F. Autorité des Marchés Financiers (Paris Stock Exchange Authorities) on April 19, 2006, in accordance with Articles 212-13 of the A.M.F.'s General Regulations. It may be used in support of financial transactions only if accompanied by a prospectus approved by the A.M.F.
The reference document (in French) may be obtained as follows on the web site for the A.M.F. (www.amf-France.org) and on the BIC corporate site (www.bicworld.com). A copy of this document can also be obtained, without charge, by calling Investor Relations for SOCIÉTÉ BIC, in France +33 1 45 19 52 26 or by sending a letter to SOCIÉTÉ BIC | 0 |
1cons | 60898431.txt_1 | 60898431.txt | ATE GOVERNANCE 109 Chairman's report on the Board of Directors functioning
and on the internal control procedures implemented by the Company 116 Auditors' report on the Chairman's report 118 GENERAL INFORMATION Structure based on the Commission Regulation (CE) n°809/2004 (Cf. Cross Reference Table)
This is a free translation of the reference document. The French version of the reference document was filed with the A.M.F. Autorité des Marchés Financiers (Paris Stock Exchange Authorities) on April 19, 2006, in accordance with Articles 212-13 of the A.M.F.'s General Regulations. It may be used in support of financial transactions only if accompanied by a prospectus approved by the A.M.F.
The reference document (in French) may be obtained as follows on the web site for the A.M.F. (www.amf-France.org) and on the BIC corporate site (www.bicworld.com). A copy of this document can also be obtained, without charge, by calling Investor Relations for SOCIÉTÉ BIC, in France +33 1 45 19 52 26 or by sending a letter to SOCIÉTÉ BIC, 14 rue Jeanne d'Asnières, 92611 Clichy Cedex.
Contents
1
Chairman's message
Ladies, Gentlemen, Dear Shareholders,
Our Group faced significant challenges in 2005 as retail price pressure converged with raw material cost pressure creating a difficult trading environment. The price pressure came from our retail customers who responded to the Hard Discounters by placing increased focus on their First Price and Private Label initiatives. The cost pressure came from rising commodity prices that weighed on our margins.
I am very proud to report that our team successfully navigated these challenges and registered sales growth, market share growth and profit margin growth across our three core categories. Group net income reached a record level of nearly 157 million euro. This performance is evidence of the talent and resourcefulness of our people, and the strength of the BIC® brand. Thanks to our teamwork, our consistently reliable product quality and our strong brand identity, we grow stronger for the future.
This is my final letter as Chief Executive Officer, as, on my recommendation, the Board of Directors unanimously approved the separation of the functions of Chairman and Chief Executive Officer, and named Mario Guevara to the latter position, effective March 1 | 1 |
1cons | 60898431.txt_2 | 60898431.txt | , 14 rue Jeanne d'Asnières, 92611 Clichy Cedex.
Contents
1
Chairman's message
Ladies, Gentlemen, Dear Shareholders,
Our Group faced significant challenges in 2005 as retail price pressure converged with raw material cost pressure creating a difficult trading environment. The price pressure came from our retail customers who responded to the Hard Discounters by placing increased focus on their First Price and Private Label initiatives. The cost pressure came from rising commodity prices that weighed on our margins.
I am very proud to report that our team successfully navigated these challenges and registered sales growth, market share growth and profit margin growth across our three core categories. Group net income reached a record level of nearly 157 million euro. This performance is evidence of the talent and resourcefulness of our people, and the strength of the BIC® brand. Thanks to our teamwork, our consistently reliable product quality and our strong brand identity, we grow stronger for the future.
This is my final letter as Chief Executive Officer, as, on my recommendation, the Board of Directors unanimously approved the separation of the functions of Chairman and Chief Executive Officer, and named Mario Guevara to the latter position, effective March 1, 2006. I will remain as Chairman of the Board. Mario, who joined the BIC Group in 1992, and has been a member of the Board since 2001, was Chief Operating Officer from March 10, 2004 to February 28, 2006. Mario and I have worked closely together over the past several years preparing this transition. He has earned my complete confidence to lead our Group and recommend to the Board necessary adjustments to our strategy.
In 2006 and beyond our Corporate Vision will continue to guide our efforts We offer simple, inventive and reliable choices for everyone, everywhere, every time. We will continue to focus on product development that meets the needs and desires of more demanding consumers. Examples can be seen in our stationery business with a two-in-one ballpoint and highlighter, called DuoTM in the United States and BriefingTM in Europe, as well as Easy ClicTM, an ingenious fountain pen for children that is easy and fun to use, and cleaner as well. In lighters our unyielding commitment to quality and safety has set us apart from competitors and will continue to strengthen our leadership position. In shavers we continue to invest in the new product development activity that has generated our recent success in triple-blades.
We | 2 |
1cons | 60898431.txt_3 | 60898431.txt | , 2006. I will remain as Chairman of the Board. Mario, who joined the BIC Group in 1992, and has been a member of the Board since 2001, was Chief Operating Officer from March 10, 2004 to February 28, 2006. Mario and I have worked closely together over the past several years preparing this transition. He has earned my complete confidence to lead our Group and recommend to the Board necessary adjustments to our strategy.
In 2006 and beyond our Corporate Vision will continue to guide our efforts We offer simple, inventive and reliable choices for everyone, everywhere, every time. We will continue to focus on product development that meets the needs and desires of more demanding consumers. Examples can be seen in our stationery business with a two-in-one ballpoint and highlighter, called DuoTM in the United States and BriefingTM in Europe, as well as Easy ClicTM, an ingenious fountain pen for children that is easy and fun to use, and cleaner as well. In lighters our unyielding commitment to quality and safety has set us apart from competitors and will continue to strengthen our leadership position. In shavers we continue to invest in the new product development activity that has generated our recent success in triple-blades.
We have set ambitious targets for future sales and profit growth in our three categories. Achieving these targets will require an ingenious approach in new product development and a continued commitment to our shared value of teamwork. I am confident that the ingenuity of our teams will accelerate innovation and new product launches and continue our rate of organic growth. We actively pursue external growth through acquisitions or alliances. Our financial strength will allow us to take full advantage of these opportunities, while continuing to increase the dividends we return to our shareholders.
Once again, I want to thank my colleagues worldwide for their valuable contribution to the Group's success in 2005, and to express my confidence and pride in working with them. My thanks go also to our customers, consumers and shareholders for their continued belief, support and loyalty.
Bruno Bich Chairman of the Board
Chairman's message
3
Chief Executive Officer's message
Ladies, Gentlemen, Dear Shareholders,
I am honored to write to you today as Chief Executive Officer of the BIC Group, after completing two years as Executive Vice-President and Chief Operating Officer. My message is one of gratitude for your support, as well as appreciation to our BIC teams around the world for their diligence in upholding the B | 3 |
1cons | 60898431.txt_b0 | 60898431.txt |
19.2. Amount or percentage to which related party transactions form part of the net sales of the issuer
125
20.
FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES,
FINANCIAL POSITION AND PROFITS AND LOSSES
20.1. Historical financial information 20.2. Pro forma financial information 20.3. Financial statements 20.4. Auditing of historical annual financial information 20.5. Age of latest financial information 20.6. Interim and other financial information 20.7. Dividend policy 20.8. Legal and arbitration proceedings 20.9. Significant change in the issuer's financial or trading position
125 125 35-87; 89-105 88; 106; 125 125
14 8
114 125
21.
ADDITIONAL INFORMATION
21.1. Share capital 21.2. Memorandum and articles of association
22.
MATERIAL CONTRACTS
15-16; 125-127 127-128
128
23.
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS
AND DECLARATION OF ANY INTEREST
128
24.
DOCUMENTS ON DISPLAY
14; 127-128
25.
INFORMATION ON HOLDINGS
60-61
INVESTOR RELATIONS 14 RUE JEANNE D'ASNIÈRES 92611 CLICHY CEDEX FRANCE
TEL: 33 (0) 1 45 19 52 26 EMAIL: investors.info@bicworld.com
LIMITED COMPANY CAPITAL: EURO 192,413,159.34 DIVIDED INTO 50,369,937 SHARES OF EURO 3.82 QUOTED ON EUROLIST EURONEXT PARIS ISIN: FR0000120966 MNEMONIC: BB CONTINUOUS QUOTATION 552.008.443 REGISTERED IN NANTERRE, FRANCE
Cross reference table
131
reference docu 2005 ment
This publication is printed on Symbol Freelife, an environmentally friendly paper. Design and production: W PRINTEL
SOCIÉTÉ BIC 92611 Clichy Cedex (France)
www.bicworld.com
| 4 |
1cons | 60898431.txt_b1 | 60898431.txt | . Shareholdings and stock-options 17.3. Arrangements for involving the employees in the capital of the issuer
18.
MAJOR SHAREHOLDERS
18.1. Person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the issuer's capital or voting rights which is notifiable under the issuer's national law
18.2. Major shareholders with different voting rights 18.3. Measures in place to ensure that control is not abused 18.4. Arrangement which may at subsequent date result in a change in control of the issuer
PAGES
54-56; 122 26-30; 123
6-13 9-11
36-37 38-39
66 123 123 15; 51; 59
3; 5; 15 123 123
20-22 123
17-19 17-19
20-22 124
110-111 109
22-23 18
124
16 16; 127
125 125
130
Cross reference table
PAGES
19.
RELATED PARTIES TRANSACTIONS
19.1. Nature and extent of any transaction
107
19.2. Amount or percentage to which related party transactions form part of the net sales of the issuer
125
20.
FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES,
FINANCIAL POSITION AND PROFITS AND LOSSES
20.1. Historical financial information 20.2. Pro forma financial information 20.3. Financial statements 20.4. Auditing of historical annual financial information 20.5. Age of latest financial information 20.6. Interim and other financial information 20.7. Dividend policy 20.8. Legal and arbitration proceedings 20.9. Significant change in the issuer's financial or trading position
125 125 35-87; 89-105 88; 106; 125 125
14 8
114 125
21.
ADDITIONAL INFORMATION
21.1. Share capital 21.2. Memorandum and articles of association
22.
MATERIAL CONTRACTS
15-16; 125-127 127-128
128
23.
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS
AND DECLARATION OF ANY INTEREST | 5 |
1cons | 61827245.txt_0 | 61827245.txt | 2
CONTENTS
1. GENERAL INFORMATION ABOUT THE COMPANY AND PGE CAPITAL GROUP 6
1.1. CHANGES IN ORGANISATION OF THE COMPANY AND OF THE PGE CAPITAL GROUP.................................... 6 1.2. CHANGES IN THE ORGANISATION OF THE COMPANY AFTER THE BALANCE SHEET DATE................................. 9 1.3. MAIN PROJECTS IMPLEMENTED IN PGE CAPITAL GROUP IN 2012......................................................... 10
1.3.1. PGE Capital Group Operating Model............................................................................................. 10 1.3.2. Implementation of SAP system...................................................................................................... 11 1.3.3. Shared Services Centre Development Plan.................................................................................... 12
1.4. TURÓW COMPLEX OPTIMISATION.................................................................................................... 13
2. ACTIVITY OF PGE S.A.................................................................................14
2.1. FACTORS AND EVENTS AFFECTING RESULTS........................................................................................ 14
2.1.1. Macroeconomic situation.............................................................................................................. 14 2.1.2. Electricity prices............................................................................................................................. 15 2.1.3. Balance of energy of PGE.............................................................................................................. 24
2.2. FINANCIAL RESULTS OF PGE S.A...................................................................................................... 25
2.2.1. Statement of comprehensive income............................................................................................ 25 2.2.2. Statement of financial position..................................................................................................... 30 2.2.3. Statement of cash flows................................................................................................................ 32
2.3. DESCRIPTION OF SIGNIFICANT AGREEMENTS...................................................................................... 33
2.3.1. Agreement for sales of electricity to PGE Obrót S.A...................................................................... 33 2.3.2. Agreements with electricity generators from the PGE Group....................................................... 33 2.3.3. Hard coal delivery agreements...................................................................................................... 33
2.4. TRANSACTIONS WITH RELATED ENTITIES............................................................................................ 34 2.5. INFORMATION CONCERNING PROCEEDINGS IN FRONT OF COURT, BODY APPROPRIATE FOR ARBITRATION
PROCEEDINGS OR IN FRONT OF PUBLIC ADMINISTRATION AUTHORITIES................................................... 34 2.6. PUBLICATION OF FINANCIAL FORECASTS............................................................................................ 34 2.7. ENTITY AUTHORISED TO AUDIT OF FINANCIAL STATEMENTS | 0 |
1cons | 61827245.txt_1 | 61827245.txt | 24
2.2. FINANCIAL RESULTS OF PGE S.A...................................................................................................... 25
2.2.1. Statement of comprehensive income............................................................................................ 25 2.2.2. Statement of financial position..................................................................................................... 30 2.2.3. Statement of cash flows................................................................................................................ 32
2.3. DESCRIPTION OF SIGNIFICANT AGREEMENTS...................................................................................... 33
2.3.1. Agreement for sales of electricity to PGE Obrót S.A...................................................................... 33 2.3.2. Agreements with electricity generators from the PGE Group....................................................... 33 2.3.3. Hard coal delivery agreements...................................................................................................... 33
2.4. TRANSACTIONS WITH RELATED ENTITIES............................................................................................ 34 2.5. INFORMATION CONCERNING PROCEEDINGS IN FRONT OF COURT, BODY APPROPRIATE FOR ARBITRATION
PROCEEDINGS OR IN FRONT OF PUBLIC ADMINISTRATION AUTHORITIES................................................... 34 2.6. PUBLICATION OF FINANCIAL FORECASTS............................................................................................ 34 2.7. ENTITY AUTHORISED TO AUDIT OF FINANCIAL STATEMENTS................................................................... 34 2.8. MANAGEMENT OF FINANCIAL RESOURCES AND FINANCIAL LIQUIDITY..................................................... 35
2.8.1. Main financial ratios..................................................................................................................... 36 2.8.2. Rating............................................................................................................................................ 36 2.8.3. Bonds issued.................................................................................................................................. 36 2.8.4. Bank loans and advances.............................................................................................................. 38 2.8.5. Guarantees.................................................................................................................................... 40
3
2.8.6. Significant off-balance sheet items............................................................................................... 42 2.8.7. Evaluation of investment capacities.............................................................................................. 42
3. FINANCIAL AND MARKET RISK MANAGEMENT..........................................43
3.1. INTEREST RATE RISK....................................................................................................................... 43 3.2. FOREIGN EXCHANGE RISK................................................................................................................ 44 3.3. COMMODITY PRICE RISK................................................................................................................. 45 3.4. CREDIT RISK................................................................................................................................. 45 3.5. LIQUIDITY RISK.............................................................................................................................. 47
4. RISKS AND THREATS OF THE PGE CAPITAL GROUP.....................................48
| 1 |
1cons | 61827245.txt_2 | 61827245.txt | ................................................................... 34 2.8. MANAGEMENT OF FINANCIAL RESOURCES AND FINANCIAL LIQUIDITY..................................................... 35
2.8.1. Main financial ratios..................................................................................................................... 36 2.8.2. Rating............................................................................................................................................ 36 2.8.3. Bonds issued.................................................................................................................................. 36 2.8.4. Bank loans and advances.............................................................................................................. 38 2.8.5. Guarantees.................................................................................................................................... 40
3
2.8.6. Significant off-balance sheet items............................................................................................... 42 2.8.7. Evaluation of investment capacities.............................................................................................. 42
3. FINANCIAL AND MARKET RISK MANAGEMENT..........................................43
3.1. INTEREST RATE RISK....................................................................................................................... 43 3.2. FOREIGN EXCHANGE RISK................................................................................................................ 44 3.3. COMMODITY PRICE RISK................................................................................................................. 45 3.4. CREDIT RISK................................................................................................................................. 45 3.5. LIQUIDITY RISK.............................................................................................................................. 47
4. RISKS AND THREATS OF THE PGE CAPITAL GROUP.....................................48
4.1. RISK FACTORS CONNECTED WITH MARKET ENVIRONMENT AND GENERAL MACROECONOMIC SITUATION IN POLAND AND IN THE WORLD........................................................................................................... 48
4.1.1. Risk connected with macroeconomic situation............................................................................. 48 4.1.2. Risk relating to an increasing competition.................................................................................... 48 4.1.3. Risk of a decrease in demand for electricity and heat................................................................... 48
4.2. RISK FACTORS CONNECTED WITH REGULATORY AND LEGAL ENVIRONMENT.............................................. 49
4.2.1. Political risk................................................................................................................................... 49 4.2.2. Risk of instability of legal environment......................................................................................... 50 4.2.3. Risk associated with amendments to the support schemes for renewable and cogeneration sources 50 4.2.4. Risk connected with the requirement for licenses......................................................................... 51 4.2.5. Risk resulting from the potential violation of antitrust regulations.............................................. 52 4.2.6. Risk connected with the programme of CO2 emissions reduction................................................. 52 4.2.7. Risk of restrictions with respect to emissions to the environment | 2 |
1cons | 61827245.txt_3 | 61827245.txt | 4.1. RISK FACTORS CONNECTED WITH MARKET ENVIRONMENT AND GENERAL MACROECONOMIC SITUATION IN POLAND AND IN THE WORLD........................................................................................................... 48
4.1.1. Risk connected with macroeconomic situation............................................................................. 48 4.1.2. Risk relating to an increasing competition.................................................................................... 48 4.1.3. Risk of a decrease in demand for electricity and heat................................................................... 48
4.2. RISK FACTORS CONNECTED WITH REGULATORY AND LEGAL ENVIRONMENT.............................................. 49
4.2.1. Political risk................................................................................................................................... 49 4.2.2. Risk of instability of legal environment......................................................................................... 50 4.2.3. Risk associated with amendments to the support schemes for renewable and cogeneration sources 50 4.2.4. Risk connected with the requirement for licenses......................................................................... 51 4.2.5. Risk resulting from the potential violation of antitrust regulations.............................................. 52 4.2.6. Risk connected with the programme of CO2 emissions reduction................................................. 52 4.2.7. Risk of restrictions with respect to emissions to the environment of substances other than CO2 and of more stringent BAT standards.......................................................................................................... 53
4.3. RISK FACTORS CONNECTED WITH THE OPERATING ACTIVITY OF THE PGE CAPITAL GROUP.......................... 54
4.3.1. Risk of disruption of fuel supplies and insufficient stocks of fuel.................................................. 54 4.3.2. Risk connected with weather conditions....................................................................................... 55 4.3.3. Risk relating to obtaining and cost of external financing (downgrade or withdrawal of the rating of PGE) 55 4.3.4. Risk of transfer prices.................................................................................................................... 56 4.3.5. Risk of insufficient insurance protection........................................................................................ 56 4.3.6. Risk relating to court, arbitration and administrative proceedings.............................................. 56
5. OTHER SIGNIFICANT EVENTS OF THE REPORTING PERIOD AND SUBSEQUENT EVENTS...................................................................................57
4
5.1. CONSOLIDATION PROGRAMME....................................................................................................... 57 5.2. CONCEPT OF NON-CORE ASSET MANAGEMENT WITHIN THE PGE CAPITAL GROUP.................................... 59 5.3. RESTRUCTURING OF POLAND-SWEDEN DC LINE | 3 |
1cons | 61827245.txt_b0 | 61827245.txt | PGE Polska Grupa Energetyczna S.A. Consolidated financial statements for the year ended 31 December 2012 prepared in accordance
with IFRS (all amounts in thousand PLN)
("Translation of the document originally issued in Polish")
On 6 February 2013, the Provincial Administrative Court in Warsaw considered the case again and then postponed the judgment publication date to 19 February 2013. On 19 February 2013, the Provincial Administrative Court dismissed the claim of ClientEarth Poland Foundation against the decision of the General Director of Environmental Protection of 16 August 2011, sustaining the decision of the Regional Director of Environmental Protection in Opole of 30 December 2010 determining the environmental conditions for the project of construction of power units 5 and 6 at PGE GiEK S.A. Opole Power Plant Branch. The above mentioned judgment of the Provincial Administrative Court is not valid and a cassation appeal can be filed against it to the Supreme Administrative Court.
45.8 Framework contract for site and environmental testing, signed by PGE EJ 1 sp. z o.o.
On 7 February 2013, PGE EJ 1 sp. z o.o. signed a framework contract with a contractor of site and environmental testing, i.e. a consortium of: WorleyParsons Nuclear Services JSC, WorleyParsons International Inc, WorleyParsons Group Inc., for a net amount not exceeding PLN 253 million. The contract was signed pursuant to resolution of a contract procedure for "Environmental Testing, Site Testing and Services Related to Obtaining Permits and Licenses Necessary in the Investment Process Related to Construction by PGE EJ 1 sp. z o.o. the First ca. 3000 MW Nuclear Power Plant in Poland".
Signatures of the Members of the Board of PGE Polska Grupa Energetyczna S.A.
Krzysztof Kilian President of the Management Board
Boguslawa Matuszewska Vice-President of the Management Board
Pawel Smole Vice-President of the Management Board
Wojciech Ostrowski Vice-President of the Management Board
Piotr Szymanek Vice-President of the Management Board
129 Applied accounting principles (policies) and explanatory notes are an integral part of the
consolidated financial statements
| 4 |
1cons | 61827245.txt_b1 | 61827245.txt | project. On 2 and 14 February, the permits for construction of power units 5 and 6, issued by the Voivod of Opolskie Voivodeship and Starost of Opolski Poviat, respectively, entered into force; however, on 12 January 2012, the Provincial Administrative Court in Warsaw, upon considering the appeal by ClientEarth Poland Foundation against the decision of the General Director of Environmental Protection of 16 August 2011 concerning determination of environmental conditions of performance of the task, repealed the decisions of the 1st and 2nd instance authorities (the Regional Director of Environmental Protection in Opole and the General Director of Environmental Protection in Warsaw) concerning the environmental permit for power units 5 and 6. Therefore, on 14 March 2012, PGE GiEK S.A. sent a cassation appeal against the judgment of the Provincial Administrative Court in Warsaw of 12 January 2012 to the Supreme Administrative Court. On 2 October 2012, the Supreme Administrative Court repealed the above mentioned judgment of the Provincial Administrative Court in Warsaw of 12 January 2012 and resubmitted the case for consideration, issuing binding recommendations to the Provincial Administrative Court for reconsideration.
128 Applied accounting principles (policies) and explanatory notes are an integral part of the
consolidated financial statements
PGE Polska Grupa Energetyczna S.A. Consolidated financial statements for the year ended 31 December 2012 prepared in accordance
with IFRS (all amounts in thousand PLN)
("Translation of the document originally issued in Polish")
On 6 February 2013, the Provincial Administrative Court in Warsaw considered the case again and then postponed the judgment publication date to 19 February 2013. On 19 February 2013, the Provincial Administrative Court dismissed the claim of ClientEarth Poland Foundation against the decision of the General Director of Environmental Protection of 16 August 2011, sustaining the decision of the Regional Director of Environmental Protection in Opole of 30 December 2010 determining the environmental conditions for the project of construction of power units 5 and 6 at PGE GiEK S.A. Opole Power Plant Branch. The above mentioned judgment of the Provincial Administrative Court is not valid and a cassation appeal can be filed against it to the Supreme Administrative Court.
45.8 Framework contract for site and environmental testing, signed by PGE EJ 1 sp. z o.o.
On 7 February 2013, PGE EJ 1 sp. z o.o. signed a framework contract with a contractor of site and environmental testing, i.e. a consortium of | 5 |
1cons | 60969848.txt_0 | 60969848.txt | Annual Report
2006
Innovative Vehicle
Technology
Table of Contents
Preliminarily, 2007 Interim Reports will be presented on:
January-March January-June January-September Year-end Report Annual Report 2007
April 26, 2007 July 20, 2007 October 25, 2007 February 2008 March 2008
Annual General Meeting 2007
Haldex's 2007 Annual General Meeting will be held at 4 pm on Thursday April 12, at the IVA Conference Center, Grev Turegatan 16, Stockholm.
Participation in 2007 Annual General Meeting
Shareholders who wish to participate in the Annual General Meeting must be registered in the VPC AB [Swedish Securities Register Center] share register no later than Wednesday April 4, 2007. Such notification must be made no later than noon on Thursday April 5, 2007, to Haldex AB, Box 7200, 103 88 Stockholm, or by telephone to +46 (0)8-545 049 50, or by e-mail to info@haldex.com.
Guide to reading the Annual Report
Haldex is a Swedish company, subject to Swedish laws. All values are expressed in Swedish kronor unless otherwise indicated. Millions of kronor are abbreviated as SEKm. Figures in parentheses refer to 2005. Data concerning markets and the competitive situation represent Haldex's own assessments unless a specific source is identified. These assessments are based on the best and most recently available factual documentation from published sources in the vehicle industry.
Read more about Haldex at www.haldex.com
Read more about Haldex on our website, where you can follow our quarterly reporting, read and subscribe to our press releases, monitor our share price and find more information about our business operations.
Direction and Strategy
Page
Highlights 2006
1
Report from the CEO
2
Strategy, business orientation and financial objectives 6
Research and development
10
The vehicle market
14
HR, values and CSR
16
Environment
18
Haldex divisions
19
Commerical Vehicle Systems
20
Hydraulic Systems
24
Garphyttan Wire
27
Traction Systems
30
Consolidated and Parent Company Financial Statements 33
Report from the Management
34
| 0 |
1cons | 60969848.txt_1 | 60969848.txt | Millions of kronor are abbreviated as SEKm. Figures in parentheses refer to 2005. Data concerning markets and the competitive situation represent Haldex's own assessments unless a specific source is identified. These assessments are based on the best and most recently available factual documentation from published sources in the vehicle industry.
Read more about Haldex at www.haldex.com
Read more about Haldex on our website, where you can follow our quarterly reporting, read and subscribe to our press releases, monitor our share price and find more information about our business operations.
Direction and Strategy
Page
Highlights 2006
1
Report from the CEO
2
Strategy, business orientation and financial objectives 6
Research and development
10
The vehicle market
14
HR, values and CSR
16
Environment
18
Haldex divisions
19
Commerical Vehicle Systems
20
Hydraulic Systems
24
Garphyttan Wire
27
Traction Systems
30
Consolidated and Parent Company Financial Statements 33
Report from the Management
34
Consolidated Income Statement
38
Consolidated Balance Sheet
39
Changes in Group Equity
40
Consolidated Cash Flow Statement
41
Notes to the consolidated financial statements
42
Parent Company Income Statement
58
Parent Company Balance Sheet
59
Changes in Parent Company Equity
60
Parent Company Cash Flow Statement
60
Notes to Parent Company financial statements
61
Auditor's Report
65
Corporate Governance
Corporate Governance Report
66
Board of Directors
72
Executive Committee
73
Other
The Haldex share
74
Ten-year summary and quarterly development
76
Definitions and explanations
Inside cover
Haldex in brief
Net sales by region
Mission
Haldex provides proprietary and innovative technology solutions that improve safety, the environment and vehicle dynamics to the global vehicle industry within specific niches.
We strengthen our competitiveness and develop long-term customer relationships through products that offer high performance and low total costs for the customer throughout the product's service life, ethical business practices and commitment | 1 |
1cons | 60969848.txt_2 | 60969848.txt | Consolidated Income Statement
38
Consolidated Balance Sheet
39
Changes in Group Equity
40
Consolidated Cash Flow Statement
41
Notes to the consolidated financial statements
42
Parent Company Income Statement
58
Parent Company Balance Sheet
59
Changes in Parent Company Equity
60
Parent Company Cash Flow Statement
60
Notes to Parent Company financial statements
61
Auditor's Report
65
Corporate Governance
Corporate Governance Report
66
Board of Directors
72
Executive Committee
73
Other
The Haldex share
74
Ten-year summary and quarterly development
76
Definitions and explanations
Inside cover
Haldex in brief
Net sales by region
Mission
Haldex provides proprietary and innovative technology solutions that improve safety, the environment and vehicle dynamics to the global vehicle industry within specific niches.
We strengthen our competitiveness and develop long-term customer relationships through products that offer high performance and low total costs for the customer throughout the product's service life, ethical business practices and commitment to longterm partnerships
Vision
Haldex will be the global vehicle industry's first choice as a long-term partner. We will contribute to social development by providing vehicle technology that satisfies our customers and society. By staying on the cutting edge of technology and developing skilled and motivated employees, we will also achieve profitable growth.
Values
· Customer first · Respect for the individual · Elimination of waste
Strategy
· Create growth and improve our competitive capabilities by developing and commercializing new products.
· Create growth by dramatically strengthening our positions in new markets, primarily through expansion in China, India, Brazil and Russia.
· Improve our cost structure by increasing our share of production in low-cost countries.
· Reduce procurement costs, in part by continuing to increase our share of purchases from low-cost countries.
· Improve productivity and quality through intensified use of The Haldex Way, our concept for management and process improvement.
· Further improve our organization's efficiency through more clearly defined lines of control and responsibility.
· Acquire companies and establish programs of cooperation that are consistent with our strategic direction.
Market
Of Group sales in 2006, North America accounted for 46%, Europe for 47% and other markets for 7%. However, the | 2 |
1cons | 60969848.txt_3 | 60969848.txt | to longterm partnerships
Vision
Haldex will be the global vehicle industry's first choice as a long-term partner. We will contribute to social development by providing vehicle technology that satisfies our customers and society. By staying on the cutting edge of technology and developing skilled and motivated employees, we will also achieve profitable growth.
Values
· Customer first · Respect for the individual · Elimination of waste
Strategy
· Create growth and improve our competitive capabilities by developing and commercializing new products.
· Create growth by dramatically strengthening our positions in new markets, primarily through expansion in China, India, Brazil and Russia.
· Improve our cost structure by increasing our share of production in low-cost countries.
· Reduce procurement costs, in part by continuing to increase our share of purchases from low-cost countries.
· Improve productivity and quality through intensified use of The Haldex Way, our concept for management and process improvement.
· Further improve our organization's efficiency through more clearly defined lines of control and responsibility.
· Acquire companies and establish programs of cooperation that are consistent with our strategic direction.
Market
Of Group sales in 2006, North America accounted for 46%, Europe for 47% and other markets for 7%. However, the markets in South America and Asia, primarily China, are growing strongly, and their importance to the Group is increasing rapidly.
Legislation focusing on safety, the environment and vehicle dynamics, combined with demands for constant cost-rationalization measures, are major forces underlying product development in today's vehicle industry. Demand is also driven by the increase in vehicle production worldwide. To meet this demand, Haldex is developing an increasingly global market presence. The Group currently has 23 production plants in Sweden, Germany, the UK, Hungary, the US, Mexico, Brazil, India and China.
North America Europe
Asia and Middle East South America
Net sales by customer segment
Heavy vehicles Engines
Industrial vehicles Light vehicles
Net sales by business area
CVS Hydraulics
Garphyttan Wire Traction Systems
Operating income by business area
CVS Hydraulics
Traction Systems Garphyttan Wire
Commercial Vehicle Systems
Commercial Vehicle Systems develops, manufactures and markets brake systems for heavy trucks, trailers and buses. The product offering covers all primary components and subsystems included in complete air brake systems. The operations are divided into five business units: Actuators, Air Management | 3 |
1cons | 60969848.txt_b0 | 60969848.txt |
Gross margin Gross profit, i.e. net sales less cost of goods sold, as a percentage of net sales.
Interest coverage ratio Operating income plus interest income divided by interest expenses.
Net debt Interest-bearing debt less liquid assets.
Operating margin Operating income as a percentage of net sales.
P/E ratio Market price at year-end divided by earnings per share.
Payout ratio Dividend divided by earnings per share.
Profit margin Operating income plus interest income as a percentage of net sales.
R&D, % Costs for research and development as a percentage of net sales.
Return on capital employed Operating income plus interest income as a percentage of average total assets less non-interest-bearing liabilities.
Total yield Market price at year-end, including dividend, divided by market price at beginning of year.
Abbreviations
ABA Automotive Brake Adjuster.
ABS Antilock Brake System.
ADB Air Disc Brake.
AWD All Wheel Drive.
CVS Commercial Vehicle Systems
EBS Electronic Brake System.
EMB Electronic Mechanical (Disc) Brake.
ESP Electronic Stability Protocol.
FBF Fabrica Brasileira de Freios.
ModulAir Air dryer product range with modular design.
TCM Trailer Control Module.
Return on equity Net income for the year as a percentage of shareholders' equity on average.
TTM Trailer Control Module.
Production: Haldex in cooperation with Hallvarsson & Halvarsson. Photo: Victor Brott. Photo retouch: Boostock. Print: Mats Faktor AB, Stockholm 2007.
Haldex offers proprietary and innovative vehicle technology solutions to the global vehicle industry within specific niches. We focus on products that enhance safety, environment and vehicle dynamics. We are enhancing our competitive capabilities and building long-term customer relationships through high performance, low total costs to the customer throughout the product's service life, ethical business practices and commitment to long-term partnerships. Haldex operations are divided into four business areas: Commercial Vehicle Systems, Hydraulic Systems, Garphyttan Wire and Traction Systems.
Haldex AB Biblioteksgatan 11, Box 7200, S-103 88 Stockholm, Sweden
Tel: +46 8 545 049 50, Fax: +46 8 678 89 40 www.haldex.com
| 4 |
1cons | 60969848.txt_b1 | 60969848.txt | 390 12 81 -8 73 8 81 1
3:67 4.3 226
12.3 15.9
40 82 5.2 4,606
-1,477 35
391 -50 341 -71 270
1 12:19
5.2 139 12.3 15.9
40 357 4.6 4,606
76 * Haldex annual report 2006
Definitions and abbreviations
Definitions
Capital turnover rate Net sales divided by average total assets less non-interest-bearing liabilities.
Debt/equity ratio Net debt as a percentage of shareholders' equity.
Return on total assets Operating income plus interest income as a percentage of average total assets.
Self-financing rate Cash flow from operations as a percentage of net investments, excluding acquisitions.
Direct yield Dividend divided by market price at year-end.
Shareholders' equity Shareholders' equity divided by the number of shares.
Earnings per share Net income for the year divided by average number of shares.
EBIT multiple Market value at year-end plus net debt divided by operating income.
Equity/assets ratio Shareholders' equity as a percentage of total assets.
Gross margin Gross profit, i.e. net sales less cost of goods sold, as a percentage of net sales.
Interest coverage ratio Operating income plus interest income divided by interest expenses.
Net debt Interest-bearing debt less liquid assets.
Operating margin Operating income as a percentage of net sales.
P/E ratio Market price at year-end divided by earnings per share.
Payout ratio Dividend divided by earnings per share.
Profit margin Operating income plus interest income as a percentage of net sales.
R&D, % Costs for research and development as a percentage of net sales.
Return on capital employed Operating income plus interest income as a percentage of average total assets less non-interest-bearing liabilities.
Total yield Market price at year-end, including dividend, divided by market price at beginning of year.
Abbreviations
ABA Automotive Brake Adjuster.
ABS Antilock Brake System.
ADB Air Disc Brake.
AWD All Wheel Drive.
CVS Commercial Vehicle Systems
EBS Electronic Brake System.
EMB Electronic Mechanical (Disc) Brake.
ESP Electronic Stability Protocol.
FBF Fabrica Brasile | 5 |
1cons | 60609463.txt_0 | 60609463.txt | SAME DIRECTION NEW PLACES
£830M OF PURCHASES
November's agreement to acquire Industrious comprising £675m of property totalling 11.6m sq ft of space in 2,300 units on 163 estates
purchase of Northfields at Park Royal (February). Subsequent to the 2004 year end Brixton received shareholder approval for the
was our big news of the year, and followed the £101m acquisition of Industrious acquisition which completed in January.
2.7m sq ft at Trafford Park Manchester (March) and the £52m
£400M OF SALES
In December we agreed to sell 50 properties from the Industrious
over the June half-year valuation. The sell down of approximately
portfolio totalling 4.6m sq ft for £249m, showing a 2.4% surplus on the acquisition valuation, and this coincided with Brixton exchanging contracts to sell an office portfolio for £149m a 4% enhancement
£240m of the surplus properties from Industrious as well as the office portfolio have completed since the year end, and the remaining (£9m) Industrious sale is due to complete shortly.
£270M OF RESTRUCTURING
In March, we acquired the 50% share in the Premier Greenford joint venture that we did not already own for £76m and then, in June, we created the Heathrow Big Box fund with the Prudential by selling to the fund a 50% interest in two estates for £109m. The following month we completed a restructuring of the Equiton joint venture with
Equitable Life and the Prudential whereby £119m of Brixton properties were sold into the fund (effectively for a net consideration of £85m after increasing our stake). This took Equiton's total assets to more than £300m (Dec 2004) comprising nearly 3m sq ft of South East industrial estates.
2004 was a year of strategic expansion for Brixton with exceptional levels of activity. In the course of 12 months, our turnover comprised £1.5bn of investment property totalling approximately 22m sq ft of space, albeit the transactions that completed since the year end will be reflected in the 2005 accounts.
At the start of the year, Brixton owned or managed 15.5m sq ft of space worth around £1.6bn in 78 locations. Only one of these | 0 |
1cons | 60609463.txt_1 | 60609463.txt | £270M OF RESTRUCTURING
In March, we acquired the 50% share in the Premier Greenford joint venture that we did not already own for £76m and then, in June, we created the Heathrow Big Box fund with the Prudential by selling to the fund a 50% interest in two estates for £109m. The following month we completed a restructuring of the Equiton joint venture with
Equitable Life and the Prudential whereby £119m of Brixton properties were sold into the fund (effectively for a net consideration of £85m after increasing our stake). This took Equiton's total assets to more than £300m (Dec 2004) comprising nearly 3m sq ft of South East industrial estates.
2004 was a year of strategic expansion for Brixton with exceptional levels of activity. In the course of 12 months, our turnover comprised £1.5bn of investment property totalling approximately 22m sq ft of space, albeit the transactions that completed since the year end will be reflected in the 2005 accounts.
At the start of the year, Brixton owned or managed 15.5m sq ft of space worth around £1.6bn in 78 locations. Only one of these a small estate in Manchester was outside the South East.
Today, Brixton has 25m sq ft of industrial accommodation worth more than £2bn under ownership or management. Around 85% remains in the South East with significant regional presences having also been established in both Manchester and the Midlands. We are now the largest owner and manager of industrial and warehouse accommodation in the UK.
So, as you can see, it's been quite a year.
NEW HIGHLIGHTS
01 BRIXTON
Even though 2004 was undoubtedly the most active year in Brixton's 80-year history, the company's primary goals and strategy remain constant.
The company's focus is now entirely concentrated on industrial property and we have also seen significant strategic regional expansion.
As we said in last year's Report & Accounts: "our strategy is to concentrate on areas of economic growth in the UK... and Brixton is constantly evaluating new areas of potential".
To deliver results from our strategy, we remain committed to: · Continuing as the leading operator in our chosen industrial
and warehouse specialism · Achieving more lettings · Growing rents and controlling vacancies · Outperforming on a rental, capital and total shareholder
return basis · List | 1 |
1cons | 60609463.txt_2 | 60609463.txt | a small estate in Manchester was outside the South East.
Today, Brixton has 25m sq ft of industrial accommodation worth more than £2bn under ownership or management. Around 85% remains in the South East with significant regional presences having also been established in both Manchester and the Midlands. We are now the largest owner and manager of industrial and warehouse accommodation in the UK.
So, as you can see, it's been quite a year.
NEW HIGHLIGHTS
01 BRIXTON
Even though 2004 was undoubtedly the most active year in Brixton's 80-year history, the company's primary goals and strategy remain constant.
The company's focus is now entirely concentrated on industrial property and we have also seen significant strategic regional expansion.
As we said in last year's Report & Accounts: "our strategy is to concentrate on areas of economic growth in the UK... and Brixton is constantly evaluating new areas of potential".
To deliver results from our strategy, we remain committed to: · Continuing as the leading operator in our chosen industrial
and warehouse specialism · Achieving more lettings · Growing rents and controlling vacancies · Outperforming on a rental, capital and total shareholder
return basis · Listening to and providing solutions for our customers
through B-Serv · Maintaining our dominant market position in West London
and Heathrow · Utilising our financial resources effectively
SAME BRIXTON
02 BRIXTON
Trafford Park's on the up 26 units let to date, totalling 0.21m sq ft, at a 9.3% average enhancement above the valuers' time-of-purchase ERV in March 2004.
Developing Park Royal New 0.14m sq ft multi-unit scheme underway at Premier Park.
Early takers at Enfield First lettings at new A10 Exchange development with 5 units let one month after practical completion in February 2005 at rents of £8.50 £8.95 per sq ft.
Full house Completion of letting at Park Royal scheme Victoria Industrial Estate.
Heathrow takes-off Polar Park and Heathrow Big Box fund score letting successes while 0.5m sq ft of new development will be commenced this year.
Well-placed Successful equity placing of just under 10% of existing share capital at 281p per share.
The events above reflect the diversity of Brixton | 2 |
1cons | 60609463.txt_3 | 60609463.txt | ening to and providing solutions for our customers
through B-Serv · Maintaining our dominant market position in West London
and Heathrow · Utilising our financial resources effectively
SAME BRIXTON
02 BRIXTON
Trafford Park's on the up 26 units let to date, totalling 0.21m sq ft, at a 9.3% average enhancement above the valuers' time-of-purchase ERV in March 2004.
Developing Park Royal New 0.14m sq ft multi-unit scheme underway at Premier Park.
Early takers at Enfield First lettings at new A10 Exchange development with 5 units let one month after practical completion in February 2005 at rents of £8.50 £8.95 per sq ft.
Full house Completion of letting at Park Royal scheme Victoria Industrial Estate.
Heathrow takes-off Polar Park and Heathrow Big Box fund score letting successes while 0.5m sq ft of new development will be commenced this year.
Well-placed Successful equity placing of just under 10% of existing share capital at 281p per share.
The events above reflect the diversity of Brixton's activity during 2004. Although the headlines may have been grabbed by Brixton's large-scale acquisitions, disposals and fund restructurings the core business has been equally busy on all fronts.
Occupier demand remained good across the board and new development is now underway.
The progress already made at Trafford Park is particularly encouraging given that the property was only in Brixton's possession for the last nine months of the year and proves we can also immediately improve returns in new markets.
Whilst building on this success, we are now also working hard to unlock the potential of the 113 retained estates comprising 7.0m sq ft from Industrious.
NEW ACTIVITY
03 BRIXTON
Brixton has created an unrivalled position in the UK industrial property market by its domination of West London, overall geographical spread, scale and customer focussed approach. Our portfolio is now 99% industrial and warehousing following the sale of our three-location office portfolio.
Development, refurbishment and management expertise enable us to work with customers to mutual benefit.
SAME INDUSTRIAL SPECIALIST
04 BRIXTON
B-Serv is Brixton's customer focussed services and asset management company | 3 |
1cons | 60609463.txt_b0 | 60609463.txt | Number of shareholders
767 1,456
322 137
48 2,730
Percentage number of shareholders
28.10 53.33 11.79
5.02 1.76 100
Number of Ordinary shares
389,113 5,122,283 10,336,125 46,181,286 206,895,589 268,924,396
Percentage of Ordinary shares
0.15 1.91 3.84 17.17 76.93 100
64 BRIXTON
SHAREHOLDER INFORMATION
Registrars and shareholder administration Enquiries relating to shareholdings in the Company and notification of change of name or address should be sent to the Company's registrars, Computershare Investor Services PLC, PO Box 82, The Pavilions, Bridgwater Road, Bristol BS99 7NH (tel: 0870 702 0010).
Copies of this report will be sent to shareholders and will also be available on the Company's website (www.brixton.plc.uk) or from the registered office of the Company, 50 Berkeley Street, London W1J 8BX (tel: 020 7399 4500).
Shareholders who receive more than one copy of this Report may have more than one account in their name on the Company's register of members. Any shareholder wishing to amalgamate their holdings should write to the Company's registrars giving details of the accounts concerned and instructions on how they should be amalgamated.
Payment of dividends to mandated accounts Shareholders who do not currently have their dividends paid direct to a bank or building society account and who wish to do so should complete a mandate instruction available from the Company's registrars. Under this arrangement, tax vouchers are sent to the shareholder's registered address unless the shareholder requests otherwise.
Low cost sharedealing service The Company has arranged for JP Morgan Cazenove Limited to provide investors with a simple low-cost method of buying and selling its shares. Full details are available from the Brixton plc Share Dealing Service, JP Morgan Cazenove Limited, 20 Moorgate, London EC2R 6DA (tel: 020 7155 5155).
Brixton plc Head office 50 Berkeley Street London W1J 8BX t:+44 (0)20 7399 4500
Designed and produced by Radley Yeldar (London)
| 4 |
1cons | 60609463.txt_b1 | 60609463.txt | ) Ltd Brixton Premier Park Ltd Brixton (Radlett) Ltd Brixton (Victoria Industrial Estate) 1 Ltd Brixton (West Cross) Ltd Brixton (Westway Estate) 1 Ltd
Jersey Brixton (Jersey) Ltd
63 BRIXTON
SHAREHOLDER INFORMATION
Financial calendar Annual General Meeting Ex-dividend date for the Ordinary shares Ordinary dividend record date Final dividend for 2004 payable
Analysis of Ordinary shareholders
Category of Shareholder
Bank or Nominees Other Company Individuals Insurance company Other Corporate Body Investment Trust Pension Trust
Range of holdings
1 1,000 1,001 10,000 10,001 100,000 100,001 1,000,000 1,000,001 highest Totals
12 May 2005 1 June 2005 3 June 2005 4 July 2005
Number of Ordinary shares
244,987,841 14,265,394 7,294,654 818,004 804,061 663,266 91,176
268,924,396
Percentage of Ordinary shares
91.10 5.30 2.72 0.30 0.30 0.25 0.03 100
Number of shareholders
767 1,456
322 137
48 2,730
Percentage number of shareholders
28.10 53.33 11.79
5.02 1.76 100
Number of Ordinary shares
389,113 5,122,283 10,336,125 46,181,286 206,895,589 268,924,396
Percentage of Ordinary shares
0.15 1.91 3.84 17.17 76.93 100
64 BRIXTON
SHAREHOLDER INFORMATION
Registrars and shareholder administration Enquiries relating to shareholdings in the Company and notification of change of name or address should be sent to the Company's registrars, Computershare Investor Services PLC, PO Box 82, The Pavilions, Bridgwater Road, Bristol BS99 7NH (tel: 0870 702 0010).
Copies of this report will be sent to shareholders and will also be available on the Company's website (www.brixton.plc.uk) or from the registered office of the Company, 50 Berkeley Street, London W1J 8BX (tel: 020 7399 4500).
| 5 |
1cons | 60737518.txt_0 | 60737518.txt | H U F V U D S TA DE N 2005
English
Contents
Annual General Meeting and reporting dates......................................................................................................... 4 Business concept, objectives and strategies...............................................................................................................5 Statement by the President....................................................................................................................................................... 6 Five-year summary...................................................................................................................................................................... 10 Organization and personnel................................................................................................................................................. 11 Share capital and ownership structure........................................................................................................................ 12 Market description....................................................................................................................................................................... 14 Quality and the environment.............................................................................................................................................. 18 Property development............................................................................................................................................................... 19 Stockholm City East Business Area............................................................................................................................. 20 Stockholm City West Business Area............................................................................................................................24 NK Business Area........................................................................................................................................................................ 28 Gothenburg Business Area................................................................................................................................................... 32 Corporate governance............................................................................................................................................................... 36 Internal control................................................................................................................................................................................ 38 Administration Report.............................................................................................................................................................. 40 Income statements with comments................................................................................................................................44 Balance sheets with comments..........................................................................................................................................46 Changes in equity.......................................................................................................................................................................... 48 Cash flow statements with comments.......................................................................................................................... 50 Notes and supplementary information........................................................................................................................ 52 Proposed distribution of unappropriated earnings........................................................................................... 70 Auditors Report............................................................................................................................................................................. 71 Board of Directors and Auditors......................................................................................................................................72 Senior Executives.......................................................................................................................................................................... 74 Properties............................................................................................................................................................................................. 76 Statistics................................................................................................................................................................................................ 78 Definitions........................................................................................................................................................................................... 81 Addresses............................................................................................................................................................................................. 82
The formal financial statements can be found on pages 4070.
The year in brief
· Profit for the year after tax amounted to SEK 1,333.9 million (771.4). The increase can be attributed mainly to unrealized changes in value in the property holdings.
· The Board proposes a dividend of SEK 1.45 per share. · The fair value of the property holdings was set at SEK
16.3 billion at the turn of the year, equivalent to a net asset value of SEK 53 per share (50).
· Group net sales for comparable holdings amounted to SEK 1,344.5 million (1,336.0).
· The rental vacancy level at the year-end was 7.1 per cent (8.2).
· Profit per share was SEK 6.47 (3.74).
Annual General Meeting
Financial information
The Annual General Meeting will take place at 4pm on Thursday, March 23, 2006 at the Grand Hotel | 0 |
1cons | 60737518.txt_1 | 60737518.txt | Executives.......................................................................................................................................................................... 74 Properties............................................................................................................................................................................................. 76 Statistics................................................................................................................................................................................................ 78 Definitions........................................................................................................................................................................................... 81 Addresses............................................................................................................................................................................................. 82
The formal financial statements can be found on pages 4070.
The year in brief
· Profit for the year after tax amounted to SEK 1,333.9 million (771.4). The increase can be attributed mainly to unrealized changes in value in the property holdings.
· The Board proposes a dividend of SEK 1.45 per share. · The fair value of the property holdings was set at SEK
16.3 billion at the turn of the year, equivalent to a net asset value of SEK 53 per share (50).
· Group net sales for comparable holdings amounted to SEK 1,344.5 million (1,336.0).
· The rental vacancy level at the year-end was 7.1 per cent (8.2).
· Profit per share was SEK 6.47 (3.74).
Annual General Meeting
Financial information
The Annual General Meeting will take place at 4pm on Thursday, March 23, 2006 at the Grand Hotel, Vinterträdgården, Stockholm. The entrance is on the corner of Stallgatan and Blasieholmsgatan. Notice to attend the Annual General Meeting will be published in the Post- och Inrikes Tidningar, Dagens Nyheter and Svenska Dagbladet.
Notification Shareholders who wish to attend the Annual General Meeting must be registered in the shareholders' register kept by VPC AB (Swedish Securities Register Centre) by Friday March 17, 2006 at the latest and must notify Hufvudstaden by 4pm on Friday March 17, 2006 at the latest. Notification, preferably in writing, should be sent to Hufvudstaden AB, NK 100, SE-111 77 Stockholm. Notification can also be made by fax on +46-8-762 90 01, by e-mail at anm@hufvudstaden.se or by telephone on +46-8-762 90 00.
Interim report, Jan Mar 2006................................... May 9, 2006 Interim report, Jan June 2006........................ August 24, 2006 Interim report, Jan Sept 2006.................... November 6, 2006 Year-end report 2006 | 1 |
1cons | 60737518.txt_2 | 60737518.txt | , Vinterträdgården, Stockholm. The entrance is on the corner of Stallgatan and Blasieholmsgatan. Notice to attend the Annual General Meeting will be published in the Post- och Inrikes Tidningar, Dagens Nyheter and Svenska Dagbladet.
Notification Shareholders who wish to attend the Annual General Meeting must be registered in the shareholders' register kept by VPC AB (Swedish Securities Register Centre) by Friday March 17, 2006 at the latest and must notify Hufvudstaden by 4pm on Friday March 17, 2006 at the latest. Notification, preferably in writing, should be sent to Hufvudstaden AB, NK 100, SE-111 77 Stockholm. Notification can also be made by fax on +46-8-762 90 01, by e-mail at anm@hufvudstaden.se or by telephone on +46-8-762 90 00.
Interim report, Jan Mar 2006................................... May 9, 2006 Interim report, Jan June 2006........................ August 24, 2006 Interim report, Jan Sept 2006.................... November 6, 2006 Year-end report 2006............................................. February 8, 2007 Annual Report 2006............................................................. March 2007
This information is also published on Hufvudstaden's website, www.hufvudstaden.se.
Dividend The Board of Directors proposes that a dividend of SEK 1.45 per share, totalling SEK 299.1 million, be paid for 2005. The record date is March 28, 2006 and payment is expected to be made on March 31, 2006.
Change of address Shareholders who are legal entities or who are not registered as resident in Sweden, and who have changed name, address or account number, should notify VPC AB of the change as soon as possible through the institution at which their account is registered.
Contacts Ivo Stopner, President Telephone: +46-8-762 90 00. E-mail: ivo.stopner@hufvudstaden.se
Magnus Jacobson, Head of Finance Telephone: +46-8-762 90 00. E-mail: magnus.jacobson@hufvudstaden.se
4
Business concept, objectives and strategies
Hufvudstaden, which was founded in 1915 | 2 |
1cons | 60737518.txt_3 | 60737518.txt | ............................................. February 8, 2007 Annual Report 2006............................................................. March 2007
This information is also published on Hufvudstaden's website, www.hufvudstaden.se.
Dividend The Board of Directors proposes that a dividend of SEK 1.45 per share, totalling SEK 299.1 million, be paid for 2005. The record date is March 28, 2006 and payment is expected to be made on March 31, 2006.
Change of address Shareholders who are legal entities or who are not registered as resident in Sweden, and who have changed name, address or account number, should notify VPC AB of the change as soon as possible through the institution at which their account is registered.
Contacts Ivo Stopner, President Telephone: +46-8-762 90 00. E-mail: ivo.stopner@hufvudstaden.se
Magnus Jacobson, Head of Finance Telephone: +46-8-762 90 00. E-mail: magnus.jacobson@hufvudstaden.se
4
Business concept, objectives and strategies
Hufvudstaden, which was founded in 1915, rapidly became one of the leading property companies in Sweden and today it is one of the country's strongest brands in the property sector. The brand is well-known and represents high quality, good service and long-term thinking in the management and the development of the company's commercial properties in the most attractive business locations in Stockholm and Gothenburg.
Strategies to achieve the above objectives Customer focus. Hufvudstaden will work in close co-operation with its customers and will contribute continuously to improving their business potential and competitiveness.
Quality. Hufvudstaden will have quality and environmental systems that ensure the highest possible level of quality in all the Company's products and services.
Vision Hufvudstaden shall be consistently perceived as and be the most attractive property company in Sweden.
Skills development. Hufvudstaden will systematically ensure that its personnel can develop their skills, with a focus on professional know-how and attitudes.
Business concept Through its properties in central Stockholm and central Gothenburg, Hufvudstaden will offer successful companies high-quality office and retailing premises in attractive marketplaces.
Financial objectives · Hufvudstaden shares will have good dividend | 3 |
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