Green Earth Group NV — Interim / Quarterly Report 2015

Aug 21, 2015

PRESS RELEASE

Half-year report of Roto Smeets Group

• Roto Smeets Group B.V. sold on 10 July 2015
• Extraordinary General Meeting on 23 September 2015

Main developments in the first half of the year

On 30 March the Management Board and the Supervisory Board of Roto Smeets Group NV (RSG NV) received an Offer for 100% of the share capital of its subsidiary Roto Smeets Group BV ('RSG BV'). The Offer was made by a group of major shareholders collectively holding more than 85% of the shares of RSG NV at the time of the Offer. The Offer represented a payment of €4 per RSG NV share. An examination by NIBC Bank showed that in financial terms this Offer could be characterised as 'fair'. The Management Board and the Supervisory Board of RSG NV issued a statement of their position on 30 April expressing their support for the Offer and recommending that the shareholders' meeting approve the Offer and the sale of the shares in RSG BV.

On 7 May the Management Board received an increased offer in connection with the sale of the Major Shareholders' interests in the (after the sale of RSG BV) empty listed company RSG NV to Schaaij Beheer en Diensten B.V. As a result of the increase, the sale of RSG BV to International Media Solutions B.V. (IMS) – a company formed for this purpose by the Major Shareholders – leads to a payment of €4.124 per RSG NV share.

The shareholders of RSG NV approved the sale of RSG BV at the Annual General Meeting on 13 May.

On 10 July 2015 IMS completed the acquisition of the shares of RSG BV from RSG NV. This means that the listed company RSG NV had no activities from that date.

Other developments in the first half of the year

Mr H.C.P. Noten retired as a member of the Supervisory Board on 1 July due to an excessive workload. In view of the reduced size of the Group, the resulting vacancy has not been filled.

The Divisions show a slight recovery in the first half of the year. The expansion of finishing capacities enabled the Commercial Print Division to secure a stronger position in the retail market. The Publishing Services Division got off to a good start in the first half of the year, but delays in issuing redundancy permits as a result of the reorganisation at Roto Smeets Weert meant that not all targets were met. MediaPartners Group changed its name to MPG in July. With its own film and photographic studio, young talent and a branch in the USA, MPG is investing substantially in international growth and knowledge of dynamic, scalable content.

Financial position

An agreement was signed with ABN AMRO Bank on 13 March 2015 extending the credit facility to 31 December 2017. The ING Bank credit agreement was extended to 31 March 2016. The bare ownership of the land and buildings of the former Roto Smeets Utrecht printing plant was sold on 16 March 2015. €3.5 million of the loan from ING Bank was repaid with the proceeds. Interest-bearing debt decreased by €10.3 million to €43.8 million compared to year-end 2014 (31 December 2014: €54.1 million). During the first half of the year RSG remained within the covenants agreed with the banks

Results for the first half of 2015

In millions of euros	First half 2015	First half 2014
Revenue	107.7	120.9
Value-added	56.7	62.2
EBITDA	4.0	3.2
Operating result (EBIT)	-1.4	-2.6
Net result	-2.0	-3.0

Full details of the results can be found in the annexes.

Risk profile

The risk profile associated with the business operations of RSG BV was described in the 2014 Annual Report and has not changed significantly since then. For the sake of completeness, we refer to the section entitled 'Management Report regarding internal risk management and control systems' in that Annual Report.

Outlook

On 12 August an Extraordinary General Meeting (EGM) was convened to consider amendments to the articles of association of RSG NV. This EGM will take place on 23 September. The meeting will consider proposed resolutions on amendments to the articles of association to reflect a capital reduction, change of name, change of object and transfer of registered office. These changes relate to the sale of RSG BV to IMS and the associated payment to the shareholders of the company, as well as the Major Shareholders' intended sale of their interest in the company to Geert Schaaij Beheer en Diensten B.V. If the General Meeting resolves to reduce the capital, the corresponding resolution will be available for inspection for a period of two months at the offices of the Chamber of Commerce. The resolution to reduce the capital will not come into force and the deed amending the articles of association cannot be executed until the aforementioned two-month period has elapsed. As soon as the deed amending the articles of association has been executed, the company can pay its shareholders and RSG NV will change its name.

Statement by the Management Board

In accordance with section 5:25d paragraph 2c of the European Transparency Directive the Board of RSG declares that the half-year figures represent a true statement of the assets, liabilities, financial position and results of RSG and the businesses included in the consolidated figures. The information in these half-year figures has not been audited. The consolidated half-year figures have been prepared in accordance with IAS 34 Interim Financial Reporting, as accepted within the European Union. The condensed consolidated half-year figures do not contain all the information and annexes required in full financial statements and should be read in conjunction with the consolidated financial statements of RSG as at 31 December 2014.

Deventer, 21 August 2015 Management Board J.A. de Haas, MBA CEO

Supervisory Board R. Blom, Chairman J.H.M. Rijper, Vice-Chairman H.C.A. Groenen

Consolidated profit and loss account

(amounts x € 1.000)	HY 2015	HY 2014	index
Total revenue	107,658	120,937	89
Cost of raw materials and consumables	-36,459	-43,953	83
Cost of subcontracted work and other external costs	-14,559	-14,741	99
Value-added	56,640	62,243	91
Other revenue	441	407	108
	57,081	62,650	91
Wages and salaries	-27,052	-31,080	87
Social security	-4,476	-5,324	84
Pension obligations	-2,451	-2,896	85
Other personnel costs	-4,645	-3,803	122
Depreciation fixed assets	-5,432	-5,783	94
Other operating costs	-14,451	-16,318	89
Operating result	-1,427	-2,554
Financing income	-	1
Financing costs	-1,269	-1,421
Result before taxation	-2,695	-3,974
Income tax	699	945
Result after taxation	-1,996	-3,029
Attributed to:
Shareholders Roto Smeets Group NV	-1,996	-3,029
Key Figures
Average number of outstanding ordinary shares	3,290,275	3,290,275
Attributed to shareholders Roto Smeets Group NV:
Ordinary and diluted earnings per share	-0.6	-0.9
Value-added in % of revenue	52.6	51.5

Consolidated statement of comprehensive income

(amounts x € 1.000)	HY 2015	HY 2014
Result after taxes	-1,996	-3,029
Unrealised results
Fair value changes forward currency contracts	-478	-942
Foreign currency translation of foreign subsidiaries	83	47
Income tax relating to components of other comprehensive income	120	235
Unrealised results after taxes	-276	-659
Total realised and unrealised results after taxes	-2,272	-3,688
Attributed to:
Shareholders Roto Smeets Group NV	-2,272	-3,688

Consolidated Balance Sheet

(amounts x € 1.000)	30/06/15	31/12/14
ASSETS
Fixed assets
Intangible fixed assets	1,475	1,599
Tangible fixed assets Investment properties	65,945 3,920	68,286 10,270
Associated companies / joint ventures	-	-
Deferred tax assets	5,181	4,357
Other financial fixed assets	12	11
	76,533	84,523
Current assets
Stocks	4,455	4,994
Trade receivables	31,480	37,039
Other receivables / prepayments	6,234	6,280
Cash and cash equivalents	405	740
	42,574	49,053
Total assets	119,107	133,576
EQUITY AND LIABILITIES Equity attributable to shareholders of Roto Smeets Group NV
Issued share capital	16,451	16,451
Share premium	12,833	12,833
Revaluation reserve	2,189	2,189
Retained earnings	742	2,738
Other reserves	-2,214	-1,938
Total equity	30,001	32,273
Long-term liabilities
Provisions	3,094	3,743
Risk-bearing loans and borrowings:
Loans	-	-
Lease obligations	5,831	6,171
	8,926	9,914
Current liabilities
Trade and other liabilities	32,307	35,538
Finance companies	32,515	37,982
Risk-bearing loans and borrowings	5,440	9,908
Income tax payable	6,176	4,545
Financial derivates	1,921	1,489
Provisions	1,822	1,927
	80,181	91,389
Total liabilities	89,107	101,303
Total equity and liabilities	119,107	133,576

Consolidated statement of changes in equity

(amounts x € 1.000)	issued capital	share premium	revaluation reserve	retained earnings	other reserves	total
Balance as at January 1, 2015	16,451	12,833	2,189	2,738	-1,938	32,273
Result after taxes Unrealised results after taxes Total realised and unrealised results after				-1,996	-276	-1,996 -276
taxes	-	-	-	-1,996	-276	-2,272
Balance as at June 30, 2015	- 16,451	- 12,833	- 2,189	-1,996 742	-276 -2,214	-2,272 30,001

(amounts x € 1.000)	issued capital	share premium	revaluation reserve	retained earnings	other reserves	total
Balance as at January 1, 2014	16,451	12,833	3,164	17,958	-1,571	48,835
Result after taxes Unrealised results after taxes Total realised and unrealised results after				-3,029	-222	-3,029 -222
taxes results after taxes	- -	- -	- -	-3,029 -3,029	-222 -222	-3,251 -3,251
Balance as at June 30, 2014	16,451	12,833	3,164	14,929	-1,793	45,584

Consolidated cash flow statement

(amounts x € 1.000)	HY 2015	HY 2014
Cash flow from operating activities
Net result	-1,996	-3,029
Depreciation and impairments	5,432	5,783
(Deferred) taxation	-824	-1,045
Other non-cash items	-580	305
Changes
Stock	539	399
Trade receivables	5,559	11,022
Other receivables / prepayments	45	1,661
Trade and other payables	-736	-6,165
Provisions	-880	-322
	6,559	8,609
Cash flow from investing activities
Investments in tangible fixed assets	-2,817	-1,333
Divestments in tangible fixed assets	6,200	54
Investments in intangible fixed assets	-	0
Repayments on loans	-1	-1
	3,382	-1,280
Cash flow from financing activities
Withdrawal risk-bearing loans	509	-
Repayments risk-bearing loans	-5,317	-3,151
Finance companies	-5,466	-4,494
	-10,274	-7,645
Effect of changes in exchange rates	-2	-
Net change in cash and cash equivalents	-335	-316
Cash and cash equivalents at 1 January	740	435
Cash and cash equivalents at 30 June	405	119

Segment information

The following summary shows the segment information in the first half of 2015

(amounts x € 1,000)	Commercial	Publishing	Roto Smeets	Marketing	Un	Eliminations	Total
	Print Divisie	Services	GrafiServices	Communications	Allocated
		Divisie
Revenue	46,916	44,347	6,596	9,799	-	-	107,658
Intersegment revenue	539	2,941	1,749	88	-	-5,317	-
Total revenue	47,455	47,288	8,345	9,887	-	-5,317	107,658
Net results	-51	-1,006	-532	471	-878	-	-1,996
Assets and liabilities
Intangible fixed assets				1,068	407	-	1,475
Tangible fixed assets	29,864	28,755	6,137	429	760	-	65,945
Other assets	17,934	19,623	3,860	5,822	528	-	47,767
Investment properties							3,920
Total assets							119,107
Liabilities	27,131	16,872	2,546	4,458	38,100	-	89,107
Other segment information
Investments in fixed assets	1,769	800	-	232	16	-	2,817
Depreciation including exceptional
impairments	1,949	3,008	2	144	329	-	5,432

The following summary shows the segment information in the first half of 2014

(amounts x € 1,000)	Commercial	Publishing	Roto Smeets	Marketing	Un	Eliminations	Total
	Print Divisie	Services	GrafiServices	Communications	Allocated
		Divisie
Revenue	52,943	52,253	7,051	8,690	-	-	120,937
Intersegment revenue	836	1,960	2,517	-	-	-5,313	-
Total revenue	53,779	54,213	9,568	8,690	-	-5,313	120,937
Net results	-1,219	-1,264	-152	98	-492	-	-3,029
Assets and liabilities
Intangible fixed assets				1,261	489	-	1,750
Tangible fixed assets	31,621	33,285	6,123	342	915	-	72,286
Other assets	16,534	22,358	4,319	3,693	8,482	-	55,386
Investment properties							11,570
Total assets							140,992
Liabilities	27,611	17,520	1,898	3,795	44,583	-	95,407
Other segment information
Investments in fixed assets	567	597	17	45	107	-	1,333
Depreciation including exceptional
impairments	2,433	2,884	104	191	171	-	5,783

Notes to the consolidated half-year figures

IAS 34

The consolidated half-year figures have been drafted in accordance with IAS 34 Interim Financial Reporting, as accepted within the European Union. They do not contain all the information required for a complete annual account and should be read in combination with the 2014 consolidated annual account.

Valuation policies

The consolidated half-year figures have been prepared in accordance with the policies applied in the consolidated financial statements as at 31 December 2014, with the exception of new standards and interpretations as detailed below.

IFRS amendments

Roto Smeets Group has introduced the new IFRS standards, amendments and interpretations which came into force on 1 January 2015. The application of these standards, amendments and interpretations has had no significant effect on the 2015 half-year report.

Deferred tax assets

The financial fixed assets include an item for future adjustment of corporation tax amounting to €5.2 million. The loss carry-forward has been offset against temporary differences resulting from the valuation of tangible fixed assets, stocks and differences relating to the fiscal valuation of provisions.

This half-year report has not been audited.

For further information please contact:

Roto Smeets Group NV J.A. de Haas MBA CEO +31 570 694905

Profile

Roto Smeets Group BV is one of the leading graphics media companies in Western Europe. Roto Smeets Group comprises three divisions specialising in multimedia communication. Each division specialises in part of the communication chain (from creation to distribution), allowing seamless integration of the overall service offering. For further information go to www.rotosmeetsgroup.com, Brands and Services.

Disclaimer

This report contains information as referred to in section 5.1.a of the Dutch Financial Supervision Act ('Wet op het financieel toezicht'). Any forward-looking statements forming part of this report refer to future events and may be expressed in a variety of ways, such as 'expectations', 'forecasts', 'anticipation', 'intention' and similar expressions ('Forward-looking statements'). RSG NV has based these forward-looking statements on its current expectations and projections of future events. RSG's expectations and projections may be adjusted and RSG's actual results, performance or achievements could differ significantly from the results described in these forward-looking statements due to possible risks, uncertainties and other significant factors that are neither manageable nor foreseeable

by RSG, some of which are beyond RSG's control. When considering these forward-looking statements, the reader should bear in mind such risks, uncertainties, warnings and other significant factors, as described in this report or in other annual or periodic reports. A non-exhaustive discussion of the risks, uncertainties and other factors that may affect RSG's actual results, performance or achievements can be found in the Annual Report and other publications issued by RSG. You are advised to treat forwardlooking statements with caution, since they reflect only the position on the date on which they are made. RSG does not undertake to publish any changes to the forward-looking statements resulting from new information, future events or otherwise, except as may be required under applicable legislation on securities and other matters.

In the event of any difference of interpretation, the Dutch original of this English translation shall apply throughout this Mid-Year Report of Roto Smeets Group NV.

P.O.Box 822 7400 AV DEVENTER The Netherlands Tel. +31 570-69 49 oo Fax.+31 570-69 41 oo info@rotosmeetsgroup.com www.rotosmeetsgroup.com