Annual / Quarterly Financial Statement • Nov 4, 2022
Annual / Quarterly Financial Statement
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PALMBOOMEN CULTUUR MAATSCHAPPIJ MOPOLI Naamloze Vennootschap (PALMERAIES DE MOPOLI) Société Anonyme
Registered office : 10, Koningin Julianaplein, 1st floor - 2595 AA DEN HAAG Headquarter : 2, Place du Champ de Mars - 1050 BRUXELLES
FINANCIAL YEAR 2021/2022
Unaudited
Mopoli is a company investing in agro industry projects. Currently, it only grants loans to related companies. As at 30 June 2021 cash loans were provided to each of Soctinaf S.A. ("Soctinat") and Afico S.A. ("Afico") both related parties of the company.
The company is listed on Euronext Brussels. The company has no routine business processes and has no employees.
The extraordinary general meeting of shareholders of 10 June 2008 has authorised the company to buy back its own shares for a maximum period of 18 months. Since then, this program has been renewed for several years, however the availability of shares were purchased this financial year. As at 30 June 2021, the company holds 219 founder shares and 5,904 common shares with no new acquisition until the establishment of this report.
The strategy of the company remains to buy back its own shares in case any shares are offered to the market with the intent to initiate a squeeze-out procedure.
As such, the management board recognises that the main risk is credit risk regarding the recoverability of the loans. For this risk, considered low, the management board is willing to accept the risk and does not hedge or mitigate these factors.
The financial half-year ended at 31 December 2021 with a profit of 127,169 Euros versus a profit of 106,324 Euros as at 31 December 2020.
The decrease of the half-year result is mainly due to the increase of the administrative costs.
At 31 December 2021, the total of the Mopoli IFRS Balance Sheet is 56.2 million Euros against 55.9 million Euros as at 31 December 2020. The Mopoli's asset is composed mainly of non-current receivables for 9.5 million Euros, short-term receivables for 20.4 million Euros and a cash deposit of 26.3 million Euros. At 31 December 2021, the equity is 56.0 million Euros against 55.7 million Euros a year ago.
The Extraordinary General Meeting hold on the 10th June 2008 authorized the company to buy back its own shares pursuant article 2:98 of the Dutch Civil code.
At the year end, the company holds 5.904 ordinary and 219 founders shares.
Earnings will depend on the remuneration of loans and cash deposits.
The management do not foresee any specific or noted any new uncertainties that the company should have to face for the remaining six months of the financial year.
With reference to section 5:25c DFSA and best practice provision 1.4.3 of the Dutch Corporate Governance Code, the management board states that, to the best of its knowledge:
a self-assessment and monitoring is made to review and monitor compliance with Internal Control over Financial Reporting. The Management Board report provides sufficient insights in the effectiveness of the internal risk management and control systems;
such aforementioned process provides reasonable assurance that the financial reporting does not contain any material inaccuracies;
based on the current beneficial state of activities and note 1.E of the Financial Statements, it is justified that the Financial Statements have been prepared on a going concern basis;
this Management Board report states those material risks and uncertainties that are relevant to the expectation of the company's continuity for the period of 12 months after the date this Management Board report was prepared.
The management board states that, to the best of its knowledge:
the Management Board report provides a fair view of the situation on the balance sheet date and of developments during the financial year of Mopoli whose information has been included in the Financial Statements, together with a description of the main risks the company faces.
The Financial Statements which have been prepared in accordance with IFRS adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code give a true and fair view of the assets, liabilities, financial position and comprehensive income of the company.
MOPOLI BOARD OF DIRECTORS
François Fabri Director
Hubert Fabri Director
| (in thousands of Euro) | Notes | 31 December 2021 | 31 December 2020 |
|---|---|---|---|
| NON-CURRENT ASSETS | 9.500 | 9.000 | |
| Available for sale investments | 0 | 0 | |
| Other receivables | 1 | 9.500 | 9.000 |
| CURRENT ASSETS | 46.662 | 46.896 | |
| Other receivables | 1 | 20.389 | 20.457 |
| Cash and short-term deposits IV. |
2 | 26.272 | 26.439 |
| Other current assets > |
1 | O | |
| TOTAL ASSETS | 56.162 | 55.896 | |
| (in thousands of Euro) | Notes | 31 December 2021 | 31 December 2020 |
|---|---|---|---|
| EQUITY | 56.010 | 55.652 | |
| l. Share capital |
3 | 2.244 | 2.244 |
Revaluation reserves |
3 | 0 | 0 |
| 111. Statutory reserves |
3 | 231 | 231 |
| IV. Unvailable reserves |
3 | 70 | 70 |
| V. Available reserves |
3 | 523 | 523 |
| VI. Result for the year |
3 | 127 | 106 |
| Retained earnings VII. |
3 | 56.189 | 55.852 |
| VIII. Treasury Shares | 3 | -3.374 | -3.374 |
| NON-CURRENT LIABILITIES | 0 | 0 | |
| Deferred tax IX. |
0 | 0 | |
| X Other long-term payables |
0 | 0 | |
| CURRENT LIABILITIES | 152 | 244 | |
| XI. Trade and other payables |
152 | 244 | |
| XII. Other current liabilities | 0 | 0 | |
| TOTAL EQUITY AND LIABILITIES | 56.162 | 55.896 |
| At 31st December 2021 (in thousands of Euro) |
Notes | 31 December 2021 | 31 December 2020 | |||
|---|---|---|---|---|---|---|
| Revenue - |
0 | 0 | ||||
| Dividends A. B. Other operating revenues |
0 0 |
0 0 |
||||
| Other operating expenses | -321 | -358 | ||||
| A. Administrative costs | -321 | -358 | ||||
| Operating profit | -321 | -358 | ||||
| Profit/Loss from non-current assets | 0 | 0 | ||||
| Financial income IV. |
595 | 593 | ||||
| Financial expenses V. |
-101 | -94 | ||||
| Profit before tax | 173 | 141 | ||||
| Income tax expense VI. |
-46 | -35 | ||||
| Profit for the year | 127 | 106 | ||||
| Other comprehensive income | 31 December 2021 | 31 December 2020 | ||||
| Net loss/(gain) on available-for-sale financial Assets | 0 | 0 | ||||
| Deferred taxes liabilities on unrealized gain on AFS | 0 | 0 | ||||
| Net other comprehensive income to be reclassi- fied to profit or loss in subsequent periods |
0 | O | ||||
| Total comprehensive income for the year, net of tax | 127 | 106 | ||||
| Profit attributable to equity holders of the parent | 127 | 106 | ||||
| holders of the parent | Total comprehensive income attributable to equity | 127 | 106 | |||
| common shares): | Earnings per share (profit for the year attributable to | |||||
| Basic earnings per share Diluted earnings per share |
4 4 |
1,26 1,26 |
1,17 1,17 |
|||
| founder shares): | Earnings per share (profit for the year attributable to | |||||
| Basic earnings per share Diluted earnings per share |
4 4 |
2,08 2.08 |
-2,06 -2,06 |
| (in thousands of Euro) | Notes | 31 December 2021 | 31 December 2020 |
|---|---|---|---|
| Cash flows from operating activities | 149 | 103 | |
| Profit for the year | 127 | 106 | |
| Capital Gain on sale of available-for-sales investments | 0 | 0 | |
| Variation of trade and other receivables | -4 | -164 | |
| Variation of trade and other payables | 26 | 161 | |
| Cash flows from investing activities | 0 | 0 | |
| Purchase of available-for-sale investments | 0 | 0 | |
| Sales of available-for-sale investments | 0 | 0 | |
| Cash flows from financing activities | 0 | ||
| Dividends paid | 0 | 0 | |
| Purchase of treasury shares | 0 | 0 | |
| Other long-term payables | 0 | 0 | |
| Net increase in cash and cash equivalents | 149 | 103 | |
| Cash and cash equivalents as at beginning of year | 26.123 | 26.336 | |
| Cash and cash equivalents as at 31th December | 26.272 | 26.439 |
| 124 3 9 |
Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| in thousands of Euro) | of shares Number |
capital Share EUR |
Revaluation reserve EUR |
reserves EUR |
Statutory Unavailable reserves EUR |
Available reserves EUR |
Retained earnings EUR |
Profit for the year EUR |
Treasury shares EUR |
EUR |
| Balance as at 30 June 2019 | 100.100 | 2.314 | 231 | 523 | 54.647 | 651 | 3.374 l |
54.992 | ||
| l | l | |||||||||
| Other comprehensive income | ||||||||||
| Profit for the year | 560 | 560 | ||||||||
| Total comprehensive income for the year | - | - | l | 560 | l | 560 | ||||
| Jividends | 3 | 3 | ||||||||
| Transfert from previous year | ﺮ 9 9 |
651 | ||||||||
| reasury Shares | - | |||||||||
| Balance as at 30 June 2020 | 100.100 | 2.314 | 231 | 523 | 55.295 | 560 | 3.374 | 549 9 9 |
||
| Other comprehensive income | - | |||||||||
| Profit for the year | 340 | 340 | ||||||||
| Total comprehensive income for the year | - | l | 340 | l | 340 | |||||
| Dividends | દ | 3 | ||||||||
| ransfert from previous year | 560 | 560 | ||||||||
| Amendment of the articles of association | 70 | 70 | ||||||||
| Balance as at 30 June 2021 Treasury Shares |
100.100 | 2.244 | 231 | 70 | 523 | 55.852 | 340 | 3.374 - |
55.886 - |
|
| Other comprehensive income | ||||||||||
| Profit for the year | 106 | 106 | ||||||||
| Total comprehensive income for the year | l | l | 106 | l | 9 0 L |
|||||
| Dividends | 3 | 3 | ||||||||
| Transfert from previous year | 340 | 340 | ||||||||
| Treasury Shares | ||||||||||
| Balance as at 31 December 2021 | 100.100 | 2.244 | 231 | 70 | 523 | 56.189 | 106 | 3.374 - |
55.989 | |
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY As at 31st December 2021
| (in thousands of euro) | 31 Dec 2021 | 30 June 2021 |
|---|---|---|
| Loans granted | 29.500 | 29.500 |
| Other receivables | 87 | 0 |
| Interest to be received on loan granted | 302 | 382 |
| Total of Trade and other receivables | 29.889 | 29.882 |
| Trade and other receivables whose recovery is awaited 1 year at the most |
20.389 | 20.382 |
| Trade and other receivables whose recovery | ||
| is awaited between 1 and 5 years | 9.500 | 9.500 |
| Trade and other receivables whose recovery | ||
| is awaited at more than 5 years | 0 | O |
The loan of Socfinaf is unchanged to EUR 20 000 000.
Afico reimburse EUR 1 000 000 in June 2018.
A new amount of EUR 500 000 was granted in February 2021 for a remaining balance of EUR 9 500 000 EUR 1 000 000 was also granted in June 2021 with a refund the same month.
A new amount of EUR 6 000 000 was granted to Socfin in September 2020. Socfin refunded the total loan (EUR 6 000 000) the same month.
These 3 loans are receivables on related parties. Also, the loan granted to Afico is a loan issued to a statutory director.
There is due interest on the loan to Socfinaf and Afico for the last quarter.
| Cash and cash equivalents | 26.272 | 26.123 |
|---|---|---|
| Short-term deposits | O | |
| Cash at banks and in hand | 26.272 | 26.123 |
| (in thousands of Euro) | 31 Dec 2021 | 30 June 2021 |
Cash and cash-equivalents consist of cash in hand, bank balances and short-term deposits in money market
instruments.
There are not undrawn borrowing facilities.
There is no restriction to the availability of cash and cash equivalents.
.
Capital (in units)
Common shares Preferred shares Founder shares
| Number of shares as at 30 June 2020 | 100.000 | 100 | 2.400 |
|---|---|---|---|
| Changes during the year | O | O | O |
| Number of shares as at 30 June 2021 | 100.000 | 100 | 2.400 |
| Changes during the year | O | O | O |
| Number of shares as at 31 December 2021 | 100.000 | 100 | 2.400 |
| Number of shares issued, fully paid | 100.000 | 100 | 2.400 |
The subscribed and fully paid capital of EUR 2,244,000 is
100,000: Common shares of a nominal value of EUR 22.00 (listed on Euronext Brussels) 100: Preferred stock of a nominal value of EUR 440.00 (not listed in the stock exchange) 2,400: Founders' shares with no nominal value. (listed on Euronext Brussels)
| Shares outstanding (in units) | Common shares Preferred shares Founder shares | ||
|---|---|---|---|
| Number of shares outstanding as at 30 June 2020 | 92.579 | 100 | 2.033 |
| Changes during the year | O | O | O |
| Number of shares as at 30 June 2021 | 92.579 | 100 | 2.033 |
| Changes during the year | O | O | O |
| Number of shares as at 31 December 2021 | 92.579 | 100 | 2.033 |
At 31 December, the company owned 5 904 (2020: 5 904) of its own common shares, and 219 (2020: 219) of its founder shares.
The extraordinary general meeting as at 10th June 2008 authorised the company to acquire its own shares.
The general meeting as at 17th December 2020 renewed the authorization for 18 months from 17th December 2020. At the end of the year, 219 founder shares and 5 904 common shares have been bought back for a total of EUR 3 374 million, deducted from the Shareholder's equity.
On the 1st January 2020, pursuant the provision of Dutch Conversion Act (wet omzetting aandelen aan toonder), 1,517 common shares and 148 founder shares were converted into registered shares by operation of law and have lost their voting right and right to dividends.
| Reserves (in thousands of Euro) | Statutory reserves |
Unavailable reserves |
Available reserves |
|
|---|---|---|---|---|
| Not distributable Not distributable Distributable | ||||
| 30 June 2020 | 231 | 0 | 523 | |
| Changes during the year | O | O | O | |
| 30 June 2021 | 231 | O | 523 | |
| Changes during the year | O | O | O |
| 04 0 | C | 502 |
|---|---|---|
| December 202 | G | J |
The statutory reserves are relative to article 12,3. a) of the company statutes. These reserves are no more funded as they reached 10% of the capital.
The unavailable reserves is funded by the conversion of the capital.
| Distribution of profit (in thousands of euro) | Retained earnings |
Result for the year |
|---|---|---|
| 30 June 2020 | 55.295 | 560 |
| Profit of the year | O | 340 |
| Dividends | -3 | O |
| Transfer from previous year | 560 | -560 |
| 30 June 2021 | 55.852 | 340 |
| Profit of the year | O | 106 |
| Dividends | -3 | 0 |
| Transfer from previous year | 340 | -340 |
| 31 December 2021 | 56.189 | 106 |
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to common equity holders of the parent by the weighted average number of common shares outstanding during the year and by dividing net profit for the year attributable to founder shares by the weighted average number of founder shares outstanding during the year.
The group did not issue any financing instrument requiring to disclose a diluted earnings per share.
| (in thousands of euro) | 31 Dec 2020 | 31 Dec 2020 |
|---|---|---|
| Numerator | ||
| Net profit from continuing operations Preference dividends Net profit |
127 -3 124 |
106 -3 103 |
| Net profit attributable to common shares Net profit attributable to founder shares |
117 4 |
108 -4 |
| Denominator | ||
| Weighted average number of common shares Weighted average number of founder shares |
92.579 2.033 |
92.579 2.033 |
| Net profit attributable to common shares per common share (in euro) |
1,26 | 1,17 |
| Net profit attributable to founder shares per founder share (in euro) |
2,08 | -2,06 |
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