Annual Report • Mar 30, 2022
Annual Report
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Company Number : 01860181
| Directors | J M Downing | ||
|---|---|---|---|
| L J Paravicini | |||
| D M Tillekeratne | |||
| Company Secretary | D P Bevan | ||
| Registered Number | 01860181 | ||
| Registered Office | 121 Winterstoke Road | ||
| Bristol | |||
| BS3 2LL | |||
| Independent Auditors | Ernst and Young LLP | ||
| 1 More London Place | |||
| London | |||
| SE1 2AF | |||
| United Kingdom |
The Directors present their Strategic Report together with the Directors' Report and audited financial statements of Imperial Tobacco Limited (the Company) for the year ended 30 September 2021.
The principal activity of the Company is the marketing, distribution and sale of tobacco-related and next generation products. The Company is also a holding company and intermediate parent company for the majority of the operating subsidiaries of the Imperial Brands PLC Group (the Group).
The Company is a wholly owned indirect subsidiary of Imperial Brands PLC, which is the ultimate parent company within the Group. The Company results incorporate both the UK trading of the Group and the head office functions, with key performance indicators being focussed on the UK market trading. Key performance indicators used by management to monitor the UK trading element only are detailed below.
| 2021 | 2020 | Movement | |
|---|---|---|---|
| Market share (%) | 40.7% | 40.5% | 20bps |
| Net revenue (£m) | 660 | 631 | 5% |
| Operating profit (£m) | 465 | 431 | 8% |
Year on year volumes increased 0.8 billion stick equivalents. This is mainly due to a growth in market size of +6.5% percent with additinal growth in market share over the same period, increasing from 40.5 percent. Market volumes grew as a result of lower illicit volumes and reduced international travel due to covid restrictions, which supports the Net Revenue growth for the same period.
Net revenue comprises tobacco and NGP revenue less duty and similar items, excluding peripheral products. In addition to the UK trading revenue of £4,465 million), the Company recognised £593 million (2020: £475 million) licence fee and brand management fee income and £26 million (2020: £22 million) revenue from NGP products.
In addition to tobacco operating profit of £457 million) for the UK trading business, the Company recognised operating income in respect of licence fees, brand management fees and head office royalties and an operating loss in the NGP business of £2 million profit). These are offset by impairments of investments of £6,978 million (2020: £29 million).
The principal risks and uncertainties of the Company, are considered to be the following:-
These risks, and mitigating actions taken by the Company, are detailed on pages 80-93 of the Group's Annual Report which does not form part of this report. In the normal course of business, the Group is also exposed to market, liquidity and credit risk. The Group's financial risk management policy is discussed in the Financial Risk Factors section of the Group's Annual Report, which does not form part of this report. The Group's Annual report is available at www.imperialbrandsplc.com.
The operating subsidiaries of the Company are shown in note 28. The Company operates an overseas branch in France.
The overall results for the Company include both the activities of the UK trading entity and the income and costs of head office corporate functions. These will include additional items such as the impairments. The results for the Company show profit for the financial year of £1,030 million), operating loss of £6,307 million (2020: profit of £616 million) and revenue of £5,084 million). Total equity at 30 September 2021 is £15,535 million (2020: £15,685 million).
The Directors do not propose a final dividend (2020: Enil). The aggregate dividends on the ordinary shares recognised as a charge to the Statement of Changes in Equity during the year amounts to £1,000 million (2020: £nil).
The Company believes it is well placed to continue in its market leading position in the UK due to its broad product and brand portfolio and the initiatives in the value and economy cigarette, fine cut tobacco and next generation product (NGP) sectors. This, along with the Company's continued commitment to drive sales growth by ensuring that the Company's brand and products evolve in line with changing consumer dynamics, should provide further opportunities to grow operating profits. The Company holds investments in the Group's trading substantial dividend income annually.
The ongoing sustainable success of the business is dependent on our relationship with a wide range of stakeholders, including consumers, employees, suppliers, retailers, governments and non-governmental organisations.
Section 172 of the Companies Act 2006 requires a director of a company to act in the way he/she considers, in good faith, would be most likely to promote the success of the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
Building and maintaining trust with our stakeholders underpins the Company. Through stakeholder collaboration we aim to develop the Company, minimise our environmental impact, make a positive social contribution and uphold high standards of governance. The output of our stakeholder engagement activities is shared with the Board and taken into consideration when making business decisions.
The Company is involved in Group wide stakeholder focused initiatives to consider the needs of stakeholders. These include appointing a dedicated workforce engagement director sitting on the Group board, supply chain strategy reviews to mitigate human rights abuses, customer visits and market deep dives.
This section of the report provides an overview of the dialogue we had with our key stakeholders during the year.
| Stakeholder | How the board considers this | How we engage |
|---|---|---|
| stakeholder | ||
| · Steven Stanbrook is our dedicated | · We held listening exercises across all functions and | |
| Workforce Director, who sits on the | regions. The feedback gathered helped to develop our | |
| Board | purpose, vision and behaviours and these were launched at | |
| • In addition to the management led | our first ever global all-staff conference | |
| workforce engagement events, the | • We hold CEO and leadership town hall meetings in | |
| Board held four listening events with | person, COVID permitting, otherwise virtually allowing | |
| groups of our colleagues during the | colleagues the opportunity to give feedback directly to the | |
| year. These events included several | ELT | |
| Colleagues | Group Non-Executive Board | • We launched a global diversity and inclusion diagnostic in |
| members, and gave the Board the | early FY21 and, as a result of the feedback, set up four | |
| opportunity to hear feedback directly global employee resource groups (ERGs) to further | ||
| from our colleagues, as part of our | understand the issues raised and to co-create solutions. | |
| overall engagement strategy. This | The ERGs represent gender, ethnicity, LGBTQ+ and | |
| engagement allowed the Board to | disability | |
| incorporate colleagues' views into its • We use various channels including the Intranet, B | ||
| decision-making | Weekly and other ad hoc announcements to ensure regular | |
| internal communications with colleaugues | ||
| • Feedback from focus groups held in • Consumer round tables and focus groups are held – | ||
| different markets with consumers | virtually where COVID restricts - to understand their | |
| from diverse backgrounds was | ||
| specific requirements and changing preferences | ||
| presented to the Board as part of the • Feedback from these focus groups is used in our decision | ||
| Consumers | strategic review · To better understand how |
making for investments in brand refreshes and marketing |
| • The new position of Chief Consumer Officer was created | ||
| Imperial's existing NGP proposition | on the ELT to lead and promote consumerlistening | |
| was perceived by consumers, the | exercises across the Group | |
| Board saw focus group feedback by | ||
| specific NGP proposition | ||
| Customers | • The Board reviews feedback from | • Our market cluster leadership teams engage with our |
| customer visits for each priority | customers to understand how to improve the effectiveness | |
| market to monitor the development | of their sales force | |
| of stronger trade partnerships | · We have worked closely with our distributors to | |
| · This feedback influenced the | understand how we can best manage our relationships. | |
| Board's decision to support the | This has led us to relaunch a dedicated team to support | |
| investment to develop our sales | distributor sales and build best practice in distributor | |
| teams in the priority markets of the | management across the Company | |
| US and Germany and to enhance | • For our largest customers we use key account | |
| their sales tools and technology | management practices to better understand their needs | |
| · Our CEO has met with customers | and to create strong commercial partnerships to help our | |
| regularly | businesses prosper | |
| Stakeholder | How the board considers this stakeholder |
How we engage |
|---|---|---|
| Government and regulators |
• Our new corporate strategy includes a commitment to building a next generation product (NGP) products • Board approval of Modern Slavery Statement |
• We monitor changing regulations in our markets and assess the impact on our existing portfolio and innovations portfolio of potentially reduced harm • We assess regulation impact on pack design and marketing support around brand launches • This monitoring allows the Board to take relevant legislation and regulation into account when making its decisions |
| Investors | regular meetings with our top shareholders to hear their views directly and to update and consult with them · The Board was involved in the development and communication of the Capital Markets Day in January. the subsequent roadshow • The Board receives a report at every meeting on investor engagement as well as a feedback report following all events • Our AGM provides an opportunity for the Board to meet with investors |
• Our Group CEO, CFO and Chair have • Our Group Annual and Interim results presentations inform investors how the business is performing. The subsequent investor results roadshow enabled Stefan to provide investors with his first impressions of the business and update them on his approach and progress on the strategic review • We maintain a programme of active dialogue with the new strategy that was outlined at our key financial stakeholders, including institutional shareholders, potential investors, holders of our Investor feedback was collected from bonds and sell-side research analysts. Senior management present at various industry conferences |
| Suppliers | • Board approval of Modern Slavery Statement • Suppliers within our supply chain are included as part of the Board's ESG considerations • During the year we reviewed the risk of COVID-19 to suppliers, including in respect of logistics |
· Our Supplier Qualification Programme is a screening process for all new NTM and NGP suppliers, requiring a self-assessment on business conduct, environmental management, and labour practices such as discrimination, child and forced labour, freedom of association, remuneration, working hours and health and safety · All our leaf suppliers are expected to participate in the Sustainable Tobacco Programme (STP) • Through our leaf partnership projects we support communities in tobacco-growing countries identified as having the most need |
Millions of adults worldwide choose to enjoy our tobacco and NGP products. Meeting their expectations of quality and understanding their evolving needs is vital for the long-term sustainable growth of our business. Engagement with consumers this year has continued to inform brand and product investment decisions.
The Board is briefed regularly on our product portfolio in both NGP and how these meet adult consumer expectations. Together with market deep dives these assist the Board in understanding how its decisions impact consumer satisfaction and post purchase experiences.
The Company's employment policies aim to attract, retain, train and motivate the very best people, recognising that this can be achieved only through offering equal opportunities and giving fair considerations for employment, career development and promotion without having regard to an employee's gender, race, religion, age or disability. These policies also cover the continuation of employment and appropriate training for employees who become disabled during their employment.
To ensure employees can share in our success, the Company offers competitive pay and benefit packages linked, wherever possible, to performance. Employees are encouraged to build an ownership stake in Imperial Brands PLC shares, with a number of employee share plans offered during the year.
The Company is committed to providing an environment that encourages the continuous development of all its employees through skills enhancement and training programmes.
Employees are kept aware of the financial and economic factors affecting the performance of the Company. The Company provides employees systematically with information on matters of concern to them, and consults employees or representatives on a regular basis so views of employees are taken into account when making decisions.
Information concerning employees and their remuneration is given in note 6 to the financial statements.
We are transparent about the way we operate and seek to work together with a broad range of authorities and nongovernmental organisations to address challenges and realise opportunities. Throughout the year, we continued to engage on regulatory issues and other areas of shared interest. During the coronavirus lockdown we increased engagement with a multitude of societal stakeholders to better understand how we could provide support.
The Board receive regular updates covering anti-illicit trade activities, the status of engagement with taxation authorities, excise matters, litigation and evolving product regulation in respect of both tobacco and NGP.
The Company is exempt from the UK Streamlined Energy and Carbon Reporting (SECR) regulations. The performance of the Imperial Brands PLC Group in respect of these regulations can be found in the Group's annual report on page 54.
We seek to develop partnerships that recognise the commercial objectives of retailers of responsible sales practices. This year's engagement included relaunch a dedicated team to support distributor sales and build best practice in distributor management.
The Company is supplied by entities from within the Imperial Brands Group and also external suppliers. We maintain strong relationships with our tobacco and NGP external suppliers to ensure sustainable supply and business continuity. We seek to work with external suppliers to identify and action opportunities to improve our collective impact on society. During the year we reviewed the risk of COVID-19 to suppliers, including in respect of logistics, and we have worked with our suppliers to understand what is happening within their supply chain and where there is the opportunity for us to support them and have the most positive impact.
The Board reviews our supply chain strategies, including actions to mitigate supply disruption. The Board reviews the Modern Slavery Statement and activities to eliminate child labour to address the risk of human rights issues across our supply chain.
During the pandemic the impacts of COVID-19 have been well managed by the Imperial Brands Group to ensure continuity of operations, with new working practices having evolved and significant effort provided by our teams across the globe, along with those of our customers, suppliers, and other stakeholders.
The Directors recognise that the current environment brings uncertainty due to the COVID-19 pandemic, however the Group has effectively managed operations across the world, and has an established mechanism to operate efficiently despite the uncertainty, with little impact to date. Consumer sales have proved to be resilient, and it can be seen that governments are supportive of ongoing distribution. Consequently, we now do not perceive the impact of COVID-19 to present a significant risk to the maintenance of cash flows. This means that the Group continues to have the ability to pay down debt, maintain covenants, credit ratings, bank bonds, and investor confidence.
To date, the observable impacts on the Company's activities have been limited to low level changes in credit risk in the duty free and travel retail operations area. The Company is not aware of any post year end impairments to its investments specifically associated with the impact of the pandemic.
On behalf of the Board
D Tillekerathe
D M Tillekeratne Director 28 March 2022
The Directors submit their report together with the Strategic Report and audited financial statements of the Company for the year to 30 September 2021.
Future developments are set out in the Strategic Report.
The Directors are satisfied that the Company has adequate resources to meet its operational needs for 12 months from the date of signing the financial statements. The Company has net current liabilities of £10,774 million as at 30 September 2021, including £11,189 million relating to intra-group payables and receivables. The Directors of the Company have assurances of unconditional committed financial Brands PLC, the ultimate parent company, and that this will continue for 12 months from the Company's financial statements. Imperial Brands Plc has undertaken its own assessment of going concern, which it has confirmed and this is disclosed on page 164 of the Imperial Brands Plc Annual Report for the year ended 30 September 2021. The Directors, having made inquiries are satisfied that there has been no deterioration in the Group to provide financial support since this date. Therefors continue to adopt the going concern basis in preparing the financial statements.
Financial risk management policies are detailed in the Strategic Report.
Details of the Company's share capital are shown in note 21 to the financial statements.
As set out in the Strategic Report, the Directors do not propose a final dividend (2020: Enil). Interim dividends totalling £1,000 million have been paid during the year (2020: £nil).
Imperial Brands PLC has purchased Directors' and Officers' liability insurance that has been in force during the financial year and is currently in force at the date of approval of these financial statements. The Directors of the Company have the benefit of this insurance, which is a qualifying third party indemnity provision as defined by the Companies Act 2006.
The Directors of the Company who were in office during the year and up to the date of signing the financial statements were
O R Tant (resigned 18 May 2021) T R W Tildesley (resigned 30 April 2021) M A Wall (resigned 18 February 2022) L J Paravicini (appointed 19 May 2021) D M Tillekeratne (appointed 18 February 2022)
The Company's policy on involving UK employees in its affairs is set out in the Strategic Report.
The Company's need to foster business relationships with suppliers, customers and others is set out in the Strategic Report.
Imperial Brands PLC Group is compliant with the 2018 UK Corporate Governance Code for the year ending 30 September 2021. The details can be found in the Group's annual report on page 95 which do not form a part of these financial statements, but is available at www.imperialbrandsplc.com.
The Company operates an overseas branch in France.
The Company's French branch has received a challenge from the French tax authorities concerning the intragroup financing of the French branch. In December 2021 the French tax authorities issued assessments which could lead to additional liabilities of £169 million. In February 2022 the French branch appealed against the assessment. Advice to date is that the Company's appeal should ultimately be successful. At the balance sheet date the Company believes it is appropriate to maintain a £29 million) provision for uncertain tax positions in respect of this matter.
In late February 2022 Russia and Ukraine engaged in armed conflict. Note 27 Post balance sheet events provides details.
A legal case has been filed against the Imperial Brands PLC Group and five of its subsidiaries, including the Company, in December 2020 relating to human rights issues in Malawi. Note 23 - Contingent libalities contains further details.
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting FRS 101 'Reduced Disclosure Framework', and applicable law).
Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the Company for that period. In preparing the financial statements, the Directors are required to:
The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
In the case of each Director in office at the date the Directors' Report is approved:
In the absence of a notice proposing that the appointment of Ernst & Young LLP as Auditors of the Company should be brought to an end, the Auditors will be deemed to be re-appointed for the next financial year.
On behalf of the Board
D Tillekerathe 2 10:58 GMT+1)
D M Tillekeratne Director 28 March 2022
We have audited the financial statements of Imperial Tobacco Limited for the year ended 30 September 2021 which comprise the Income Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes 1 to 28, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
• give a true and fair view of the company's affairs as at 30 September 2021 and of its profit for the year then ended;
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to other entities of public interest, and we have fufilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included
• confirming our understanding of the directors' going concern assessment process, including discussion with management to ensure all key factors were taken into account.
• assessing the appropriateness of the going concern assessment over a period of 12 months from when the financial statements were authorised for issue and considering the existence of any significant events or conditions beyond this period based on our procedures on the Company's business plan, cash flow forecasts and from knowledge arising from other areas of the audit.
• evaluating the ability of the Imperial Brands PLC ("the Group") to provide the support to the company because the company directors' going concern assessment includes reliance on a letter of support provided by the Group, our evaluation included the following procedures:
verifying inputs against the board-approved business plan, cash flow forecasts and debt facility terms, and reconciling the opening liquidity position to the prior year end;
reviewing borrowing facilities to confirm both their availability to the Group and the forecast debt repayments through the going concern assessment period and to validate that there are only two financial covenants in relation to the revolving credit facility;
evaluating management's historical forecasting accuracy and the consistency of the going concern assessment with information obtained from other areas of the audit, such as our audit procedures on the business plan and cash flow forecasts;
testing the assessment, including forecast liquidity under base and downside scenarios, for clerical accuracy;
assessing whether assumptions made were reasonable and in the case of downside scenarios, appropriately severe, in light of the Group's relevant principal risks and our own independent assessment of those risks;
assessing Group's management considerations related to material climate change impacts in the going concern period;
evaluating the amount and timing of identified mitigating available to respond to a severe downside scenario, and whether those actions are feasible and within the Group's control;
performing reverse stress testing on management's base case scenario to understand how severe conditions would have to be to breach liquidity or financial covenants and whether the reduction in EBITDA has no more than a remote possibility of occurring; and,
performing independent stress testing on management's assumptions including applying incremental adverse cash flow sensitivities our sensitivities included the impact of certain severe but plausible scenarios, identified in other areas of our audit, including litigation and tax, materialising within the going concern period.
• assessing the appropriateness of the going concern disclosure.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of 12 months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the matined within the annual report.
Our opinion on the financial statements does not cover the other information and, except to therwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to vou if, in our opinion:
• adequate accounting records have not been kept or returns adequate for our audit have not been received from branches not visited by us; or
As explained more fully in the directors' responsibilities statement set out on page 9, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention of fraud rests with both those charged with governance of the entity and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS101 and the Companies Act 2006) and compliance with the relevant direct tax regulation in the United Kingdom.
• We understood how Imperial Tobacco Limited is complying with those frameworks by reading internal policies and codes of conduct and assessing the entity level control environment, including the level of the directors. We understood any controls put in place by management to reduce opportunities for fraudulent transactions.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
· We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur through making enquiries of senior management. Through these procedures we determined there to be fraud risks related to revenue recognition, including management override of controls, overstatement of cash balances and inappropriate valuation of restructuring provisions.
In relation to revenue recognition we identified there is a risk that management may override controls to intentionally misstate revenue transactions by recording fictitious manual journals to revenue (e.g. by inappropriate rebate accounting.) To address this risk, on a sample basis, we obtained third party confirmations for rebates or performed alternative procedures where confirmations were not received, including reviewing contracts and recalculating the inputs of management's calculation, and tracing rebate amounts to post year-end settlements. We also performed targeted journal entry testing obtaining supporting evidence for manual journals that did not meet our expectations based upon specific criteria.
In relation to overstatement of cash we obtained bank confirmation letters directly from the bank for all accounts held by Imperial Tobacco Limited. We traced all reconciling items above a set threshold to supporting documentation and checked that the cash payments and receipts are recorded in the correct period.
In relation to restructuring provisions we tested a sample of restructuring costs to perform detailed testing, including ensuring that provisions met the criteria of IAS 37 and obtaining evidence to support that the costs related to restructuring activities.
· Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved making enquiries of key management and legal counsel, reviewing key policies, inspecting legal registers and reading key management meeting minutes. We also completed procedures to conclude on the compliance of significant disclosures in the Annual Report and Financial Statements with the requirements of the relevant accounting standards and UK legislation.
A further description of our responsibilities for the financial statements is located on the Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Marcus Butler (Senior Statutory Auditor) for and on behalf of Ernst & Young LLP Statutory Auditors London 28 March 2022
14
For the year ended 30 September
| Restated | |||
|---|---|---|---|
| (In £ million) | Note | 2021 | 2020 |
| Revenue | 4 | 5,084 | 4,687 |
| Duty and similar items | (3,872) | (3,559) | |
| Other cost of sales | (138) | (130) | |
| Cost of sales | (4,010) | (3,689) | |
| Gross profit | 1,074 | 998 | |
| Distribution, advertising and selling costs | (151) | (162) | |
| Impairment of investments | 5 | (6,978) | (29) |
| Amortisation of Acquired Intangibles | (11) | (1) | |
| Restructuring costs | 5 | (25) | (32) |
| Other administrative expenses | (216) | (158) | |
| Administrative and other expenses | (241) | (190) | |
| Operating (loss)/profit | 5 | (6,307) | 616 |
| Income from shares in group undertakings | 7,650 | 514 | |
| Finance income | 7 | 682 | 352 |
| Finance costs | 8 | (910) | (615) |
| Other finance income - pensions | 20 | ਹਵ | ਹ 1 |
| Net finance costs | (212) | (252) | |
| Profit before taxation | 1,131 | 878 | |
| Tax on profit | 9 | (101) | (155) |
| Profit for the financial year | 1,030 | 723 |
See note 2 for details regarding the restatement.
For the year ended 30 September
| Restated | |||
|---|---|---|---|
| (In £ million) | Note | 2021 | 2020 |
| Profit for the financial year | 1,030 | 723 | |
| Other comprehensive income | |||
| Exchange movements | (209) | 107 | |
| Items that may be reclassified to profit and loss | (209) | 107 | |
| Actuarial gain on pension scheme | 20 | 43 | 268 |
| Deferred tax relating to actuarial movement on pension scheme | (39) | (21) | |
| ltems that will not be reclassified to profit and loss | ব | 217 | |
| Other comprehensive (expense)/income for the year, net of tax | (205) | 324 | |
| Total comprehensive income for the year | 825 | 1,047 |
See note 2 for details regarding the restatement.
At 30 September
| Restated | |||
|---|---|---|---|
| (In £ million) | Note | 2021 | 2020 |
| Fixed assets | |||
| Intangible assets | 11 | 53 | 58 |
| Investments | 12 | 26,465 | 24,164 |
| Property, plant and equipment | ਹੈਤ | 22 | । ਰੇ |
| Right of use assets | 14 | રૂટ | ਤੇਰੇ |
| 26,575 | 24,280 | ||
| Current assets | |||
| Retirement benefit assets | 20 | 982 | 879 |
| Inventories | 15 | 46 | 78 |
| Debtors: amounts falling due within one year | 16 | 488 | 346 |
| Cash at bank and in hand | ਤੇਰੇ | 14 | |
| 1,555 | 1,317 | ||
| Current liabilities | |||
| Provisions for liabilities | 18 | (6) | (7) |
| Lease liabilities | 14 | (3) | (3) |
| Creditors: amounts falling due within one year | 17 | (12,320) | (9,685) |
| Net current liabilities | (10,774) | (8,378) | |
| Total assets less current liabilities | 15,801 | 15,902 | |
| Non current liabilities | |||
| Provisions for liabilities | 18 | (1) | (22) |
| Deferred tax liabilities | 19 | (231) | (159) |
| Lease liabilities | 14 | (34) | (36) |
| Net assets | 15,535 | 15,685 | |
| Equity | |||
| Called up share capital | 21 | 19 | ਹੈਰੇ |
| Share premium account | 11,643 | 11,643 | |
| Retained earnings | 3,873 | 4,023 | |
| Total equity | 15,535 | 15,685 |
See note 2 for details regarding the restatement.
The notes on pages 19 to 66 are an integral part of these financial statements.
The financial statements on pages 15 to 66 were approved by the Board of Directors on 28 March 2022 and signed on its behalf by:
D Tillekerathe D Tillekeratne (Mar 28, 2022 10:58 GMT+1)
D M Tillekeratne Director
Company Number : 01860181
For the year ended 30 September
| Called up | Share premium | Retained | ||
|---|---|---|---|---|
| (In £ million) | share capital | account | earnings | Total equity |
| At 1 October 2020 | । ਰੇ | 11,643 | 4,023 | 15,685 |
| Profit for the financial year | 1,030 | 1,030 | ||
| Exchange movements | (209) | (209) | ||
| Actuarial gain on pension scheme | ਪਤੇ | 43 | ||
| Deferred tax relating to actuarial movement on | ||||
| pension scheme | - | - | (39) | (39) |
| Other comprehensive expense | (205) | (205) | ||
| Total comprehensive income | 825 | 825 | ||
| Transactions with owners | ||||
| Costs of employees' services compensated by share | ||||
| schemes | 25 | 25 | ||
| Dividends paid | (1,000) | (1,000) | ||
| At 30 September 2021 | 19 | 11,643 | 3,873 | 15,535 |
| At 1 October 2019 | । ਰੇ | 11,620 | 2,871 | 14,510 |
| Restatement | 85 | 85 | ||
| At 1 October 2019 restated | ਹੈਰੇ | 11,620 | 2,956 | 14,595 |
| Premium on issuing shares | 23 | 23 | ||
| Profit for the financial year (restated) | 723 | 723 | ||
| Exchange movements | 107 | 107 | ||
| Actuarial gain on pension scheme | 268 | 268 | ||
| Deferred tax relating to actuarial movement on | ||||
| pension scheme | - | - | (21) | (21) |
| Other comprehensive income | 324 | 324 | ||
| Total comprehensive income (restated) | 1,047 | 1,047 | ||
| Transactions with owners | ||||
| Costs of employees' services compensated by share | ||||
| schemes | 20 | 20 | ||
| At 30 September 2020 (restated) | 19 | 11,643 | 4,023 | 15,685 |
See note 2 for details regarding the restatement.
The financial statements of the Company for the year ended 30 September 2021 were authorised for issue by the board of directors on 28 March 2022, and the balance sheet was signed on the board's behalf by D M Tillekeratne. Imperial Tobacco Limited is a private company limited by shares incorporated and domiciled in the United Kingdom and registered in England and Wales.
These financial statements were prepared in accordance with the Companies Act 2006, Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and applicable accounting standards.
The Company's financial statements are presented in Sterling and all values are rounded to the nearest million pounds (£m) except when otherwise indicated.
The Company has taken advantage of the exemption under s400 of the Companies Act 2006 not to prepare group financial statements as it is a wholly owned subsidiary of Imperial Brands PLC, registered in the United Kingdom. The results of the Company are included in the consolidated financial Brands PLC which are available from 121 Winterstoke Road, Bristol, BS3 2LL or on its website www.imperialbrandsplc.com.
The Directors are satisfied that the Company has adequate resources to meet its operational needs for 12 months from the date of signing the financial statements. The Company has net current liabilities of £10,774 million as at 30 September 2021, including £11,189 million relating to intra-group payables and receivables. The Directors of the Company have assurances of unconditional committed financial support from Imperial Brands PLC, the ultimate parent company, and that this will continue for 12 months from the Company's financial statements. Imperial Brands Plc has undertaken its own assessment of going concern, which it has confirmed and this is disclosed on page 164 of the Imperial Brands Plc Annual Report for the year ended 30 September 2021. The Directors, having made inquiries are satisfied that there has been no deterioration in the Group to provide financial support since this date. Therefors continue to adopt the going concern basis in preparing the financial statements.
The financial statements have been prepared in accordance with the Companies Act 2006 as applicable to Companies using Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101), and FRS 101 as issued by the Financial Reporting Council, on a going concern basis. The financial statements have been prepared consistently during the current and preceding year, except for newly applicable standards.
The financial statements have been prepared on the historical cost basis, except as described in the accounting policies on foreign currency and investments below. Historical cost is generally based on the fair value of the consideration given in exchange for the assets.
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the period and of assets and liabilities at the balance sheet date. The key estimates and assumptions are set out in note 3 Critical Accounting Estimates and Judgements. Such estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances and constitute management's best judgement at the financial statements. In the future, actual experience may deviate from these estimates and assumptions. This could affect future financial statements as the original estimates and assumptions are modified, as appropriate, in the year in which the circumstances change.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available in the preparation of the financial statements, as detailed below:
Monetary assets and liabilities denominated in foreign currencies are translated into pound sterling at the rates of exchange ruling at the balance sheet date.
Transactions in currencies other than pound sterling are initially recorded at the exchange rate date of the transaction. Foreign exchange gains and losses resulting from the settlement of such translation at exchange rates ruling at the balance sheet date of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement with exchange differences arising transactions being reported in operating profit, and those arising on financing transactions being reported in net finance costs.
The Company holds fair value hedges against certain investments. Gains or losses on these hedges, that are regarded as highly effective, are taken to the income statement, where they offset gains or the investments within net finance income / costs.
Revenue comprises the invoiced value for the sale of goods and services net of sales and discounts. Revenue is based on the completion of performance obligations that constitute the delivery of goods and completion of services. The performance obligation is recognised as complete at the point in time when products have been delivered to the customer the customer has accepted the products and collectability of the related receivables is reasonably assured. Performance obligations associated with include fees for distributing certain third-party products, are linked to the delivery of those services. Income arising sale of intellectual property and brand management activities occurring in the ordinary course of business, is treated as revenue. Licencing revenue will be recognised over the period of the licence while revenue is recognised immediately on the sale of intellectual property where that represents a long-term right to use the asset. Brand management fees are based on a profit share basis. Revenue for brand management activities is linked to the sales activities of thirdparty companies within a financial year, the final amount of which cannot be accurately determined in that year. It is therefore recognised based on an estimate and this represents variable consideration as defined by IFRS 15. Subsequent to the end of each financial year there is a 'true-ups' of fees owed in relation to the prior years which will be completed following certification of counterparty results, which are recognised in the subsequent financial year.
Payments are made to both direct customers for rebates, discounts and other promotional activities. Direct customers are those to which the Company supplies goods or services. Indirect customers are other entities within the supply chain to the end consumer. Rebates and discounts are deducted from revenue. Where the contract with customers has an entitlement to variable consideration due to the existence of retrospective rebates and discounts, revenue is estimated based on the amount of consideration expected to be received. This estimation is a determination of the most likely amount to be received using all known factors including historic experience. Typically there is a high degree of certainty over the amount of retrospective rebates/discounts paid due to relatively low year on year variations in the volume and pattern of product sales. As the provision services typically involves product delivery tasks undertaken in a short period of time, revenue and any associated rebates and discounts relating to these services do not normally span an accounting year end.
Payments for promotional activities will also be deducted from revenue where the payments relate to goods or service that are closely related to or indistinct from associated sales of goods or services to that customer. The calculated costs are accrued and accounted for as incurred and matched as a deduction from the associated revenues (i.e. excluded from revenues reported in the Company's income statement).
Duty and similar items includes duty and levies having the characteristics of duty. As the duty is a production tax, duty is included in revenue and in cost of sales in the income statement.
Dividend income from subsidiary entities is recognised in which the right to receive payment is established
Interest payable and receivable is recognised in the income statement on an accrual basis.
The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised income or directly in shareholders' funds. In this case, the tax is also recognised in other comprehensive income or directly in the shareholders' funds,
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous periods.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date.
A net deferred tax asset is recognised only to the extent that it is probable that future taxable profit will be available against which the asset can be utilised.
Deferred tax is determined using tax rates that have been enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax is measured on a non-discounted basis
Final dividends are recognised as a liability in the period in which the dividends are approved by shareholders, whereas interim dividends are recognised in the period in which the dividends are paid.
Intangible assets are shown in the balance sheet at historical cost less accumulated amortisation and impairment. Costs incurred after initial recognition are included in the assets' carrying amounts or recognised as a separate asset as appropriate only when it is probable that future economic benefits associated with them will flow to the Company and the cost of the item can be measured reliably.
Intangible assets comprise software and intellectual property. Intangible assets are amortised so as to write down the initial costs of each asset to its residual value on a straight line basis over its estimated useful life of between 3 and 20 years.
Investments held as fixed assets company's investment in subsidiaries and are predominantly shown at historic purchase cost less any provision for impairment. The exception is when a fair value hedge is in place whereby the investment is revalued at the rate prevailing at the period end, with any foreign exchange movement taken to the net finance income / costs.
Investments are assessed for any indicators of impairment annually. If indicators are identified the investment is tested for impairment with adjustments made to its carrying amount if required.
Property, plant and equipment are shown in the balance sheet at historical cost less accumulated depreciation and impairment. Costs incurred after initial recognition are included in the assets' carrying amounts or recognised as a separate asset as appropriate only when it is probable that future economic benefits associated with them will flow to the Company and the cost of the item can be measured reliably.
Land is not depreciated. Depreciation is provided on other property, plant and equipment so as to write down the initial cost of each asset to its residual value over its estimated useful life as follows:
| Land and buildings | up to 50 vears | straight line |
|---|---|---|
| Plant and machinery | 5 - 17 years | straight line / reducing balance |
| Fixtures and motor vehicles | 3 - 4 years | straight line |
The Company recognises right of use assets, within property, plant and equipment, at the commencement date of the lease (i.e. the date the underlying asset is available for use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right of use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right of use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right of use assets are subject to impairment.
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease payments include fixed payments less any lease incentives receivable, variable lease payments which depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Lease payments include the exercise of purchase options if determined reasonably certain to be exercised and termination payments if the exercise of an option to terminate.
In calculating the present value of lease payments, the incremental borrowing rate, defined as the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right of use asset in a similar economic environment, at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accumulation of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
Lease payments on short-term leases of low value assets are recognised as expense on a straight-line basis over the lease term in cost of sales or distribution, advertising and selling costs.
The Company has applied a number of practical expedients permitted by IFRS 16. These include;
• the exclusion of leases where the lease term ends within 12 months of the lease or date of initial application; and
• the exclusion of leases of low value assets, defined as those of less than US\$5,000.
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first out (FFO) method. The cost of finished goods comprises costs incurred bringing inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
A provision is recognised in the balance sheet when the Company has a legal or constructive obligation as a result of a past event, it is more likely than not that an outflow of resources will be required to settle that obligation, and a reliable estimate of the amount can be made.
A provision for restructuring is recognised when the Company has approved a detailed formal restructuring plan, and the restructuring has either commenced or has been publicly announced, and it is more likely than not that the plan will be implemented, and the amount required to settle any obligations arising can be reliably estimated. Future operating losses are not provided for.
Receivables held under a hold to collect business model are stated at amortised cost. Receivables held under a hold to sell business model, which are expected to be sold via a non-recourse factoring arrangement are separately classified as fair value through profit or loss, within trade and other receivables.
The calculation of impairment provisions is subject to an expected credit loss model, involving a prediction of future credit losses based on past loss patterns. The revised approach involves the recognition relating to potential future impairments, in addition to impairments that have already occurred. The expected credit loss approach involves modelling of historic loss rates, and consideration of the level of future credit risk. Expected loss rates are then applied to the gross receivables balance to calculate the impairment provision.
Cash and cash equivalents include cash in hand and deposits held on call, together with other short-term highly liquid investments.
The Company participates, together with Imperial Brands PLC, in a pension scheme for its employees, the Imperial Tobacco Pension Fund (the Scheme), which is of a defined benefit type. As it has not been possible to identify the underlying assets and liabilities attributable to each participating company on a consistent and reasonable basis the Company recognises the entire Scheme in these financial statements as the "sponsoring company" in the Scheme.
The amount recognised in the balance sheet is the difference between the present value of the defined benefit obligation at the balance sheet date and the fair value of the scheme assets to the extent that they are demonstrably recoverable either by refund or a reduction in future contributions. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash flows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation.
The service cost of providing retirement benefits to employees during the year is charged to operating profit. Past service costs are recognised immediately in operating profit, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time.
All actuarial gains and losses, including differences between actual and expected returns on assets and differences that arise as a result of changes in actuarial assumptions, are recognised immediately in full in the statement of comprehensive income for the period in which they arise. An interest charge is made in the income statement by applying the rate used to discount the defined benefit obligations to the net defined benefit liability of the schemes.
For defined contribution schemes, contributions are recognised as an employee benefit expense when they are due.
Equity-settled share-based payments are measured at fair value at the date of grant and are the vesting period, based on the number of instruments that are expected to vest. For plans where vesting conditions are based on total shareholder returns, the fair value at the date of grant reflects these conditions. Earnings per share and net revenue vesting conditions are reflected in the estimate of awards that will eventually vest. Where applicable the Company recognises the impact of revisions to original estimates in the income statement, with a corresponding adjustment to equity. Fair values are measured using appropriate valuation models, taking into account the terms and conditions of the awards.
For the year ended 30 September 2021 the Company continued to apply international accounting standards in conformity with the requirements of United Kingdom Generally Accounting Practice (United Kingdom Accounting Standards and applicable law) including the Companies Act 2006 and FRS 101. From 1 October 2021, as a result of the UK leaving the European Union, the Company will be required to prepare financial statements in line with FRS 101 applying applicable international accounting standards, issued by the IASB or International Financial Reporting Interpretations Committee (IFRIC) and endorsed for use in the UK, referred to as 'UK-adopted IFRS'.
The following amendments to the accounting standards, issued by the IASB or IFRIC, have been adopted by the Company from 1 October 2020 with no impact on the Company's results, financial position or disclosures:
There are a number of other amendments and clarifications to IFRS, effective in future years. None of which are expected to significantly impact the Company's results or financial position.
A number of restatements have been recognised in these financial statements. In line with the requirements of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors certain adjustments associated with prior period errors have been recognised in the income statement, Balance Sheet, Statement of Comprehensive Income, Statement of Changes in Equity and associated notes. The following detail are of the circumstances associated with the prior period adjustments:
The company has restated the current tax liabilities on the 2020 balance sheet and the related current tax expenses in the 2020 income statement as an inaccuracy in the previously recognised prior year figure was identified during the current year. This adjustment will exclude those expenses relating to current tax provisions of the company's wholly owned subsidiaries, and to include the benefits attributable to the company as a consequence of compensating adjustments in relation to overseas tax uncertainties.
There has also been a presentational adjustment made to restate revenue and administrative expenses in the prior year income statement. In the prior year income from intergroup brand management fees were offset against administrative expenses. Brand management fees are intragroup recharges of income associated with brand management activities. The presentation of these recharges has now been changed to show this income in revenue.
| Change due to | ||||
|---|---|---|---|---|
| Previously | Change due to | brand management | ||
| (In £ million) | reported 2020 | tax liabilities | fee income | Restated 2020 |
| Statement of Comprehensive Income | ||||
| Revenue | 4,507 | 180 | 4,687 | |
| Gross profit | 818 | 180 | dd8 | |
| Other administrative expenses | 22 | (180) | (158) | |
| Administrative and other expenses | (10) | (180) | (190) | |
| Tax on profit | (210) | 55 | (155) | |
| Profit for the financial year | 668 | 55 | 723 | |
| Total comprehensive income for the year | gg2 | 55 | 1,047 | |
| Balance Sheet: Net assets | ||||
| Creditors: Corporation tax | (211) | 140 | (71) | |
| Net current liabilities | (8,518) | 140 | (8,378) | |
| Total assets less current liabilities | 15,762 | 140 | 15,902 | |
| Net assets | 15,545 | 140 | 15,685 | |
| Balance sheet: Equity | ||||
| Retained earnings | 3,883 | 140 | 4,023 | |
| Equity | 15,545 | 140 | 15,685 |
| (In £ million) | Previously reported 2019 |
Change due to tax liabilities |
Change due to brand management fee income |
Restated 2019 |
|---|---|---|---|---|
| Balance Sheet: Net assets | ||||
| Creditors: Corporation tax | (153) | 85 | (୧୫) | |
| Net current liabilities | (9,008) | 85 | (8,923) | |
| Total assets less current liabilities | 14,593 | 85 | 14,678 | |
| Net assets | 14,510 | 82 | 14,595 | |
| Balance sheet: Equity | ||||
| Retained earnings | 2,871 | 85 | 2,956 | |
| Equity | 14,510 | 85 | 14,595 |
The Company makes estimates and judgements regarding the future. Estimates and judgements are continually evaluated based on historical experience, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
In the future, actual experience may deviate from these estimates and judgements that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
The Company holds provisions where appropriate in respect of estimated future economic outflows, principally for restructuring activity and return provisions which arise due to past events. Estimates are based on management's judgement and information available at the balance sheet date. Actual outflows may not occur as anticipated, and estimates may prove to be incorrect, leading to further charges or releases of provisions as circumstances dictate.
The Company holds investments in subsidiary undertakings, the value of which is assessed on an annual basis. Estimates of future cashflows are used to provide valuations of the subsidiary entities, and where there are indications that the current carrying value of the investment is greater than the business, impairment of the investment may be required.
The complexity of the estimation process and issues related to the assumptions, risks and uncertainties inherent in the application of the accounting estimates affect the carrying values reported in the financial statements. If business conditions were different, or if different assumptions were used in the calculation of accounting estimates, it is possible that different amounts could be reported.
Accounting for retirement benefits uses a number of accounting estimates. The valuation of the schemes assets requires estimates of the current market of bonds, property and other quoted investments. Quoted assets are marked to market values and property assets are valued on the basis of professional valuation of the scheme's liabilities requires estimates of various market, demographic and mortality assumptions, which are fully reviewed by external actuaries. Full disclosure of the estimates used in retirement benefit accounting is included within note 20.
The Company recognises liabilities and assets for current income tax based on estimates of the are likely to become payable and recoverable. Judgement may be required to determine the potential future tax payments and receipts for which the ultimate tax determination is uncertain. Where the final tax outcome is different from the amounts that were initially recorded, such differences will impact the current income tax in the period in which such determination is made. Consideration of the judgements surrounding uncertain tax positions are included within note 9 to these financial statements.
The Company reviews outstanding legal cases following developments in the legal proceedings at each balance sheet date. Judgement is required as to whether a liability is determined there can be a degree of estimation of the potential level of damages expected. More detail as to the considered position on these claims is given in both note 23 of the financial statements and within the Directors' Report. To the Group's assessments at any time do not reflect subsequent developments or the eventual outcome of any claim, its future financial statements may be materially affected, with a favourable or adverse impact upon the Company's operating profit, financial position and liquidity.
The Company is engaged in the marketing, distribution and sale of tobacco-related products, and the marketing and sales of next generation products (NGP).
Other than brand management fees received from Europe, Revenue is attributed solely to UK activities and accordingly no further geographical analysis of revenue, operating profit or capital employed is shown.
The Company recognises income arising from the licensing of intellectual property, occurring in the ordinary course of business, which is treated as revenue. Licensing revenue will be recognised over the licences. The licences granted are distinct from other promises in the contract. Licensing income includes brand management fees.
Operating profit is stated after (crediting)/charging:
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Changes in inventories of finished goods and work in progress (pre-duty) | ব | (ਹਵ) |
| Amortisation | 11 | 8 |
| Depreciation expense of right of use assets | 6 | ব |
| Depreciation | ব | বা |
| Impairment of investments | 6,978 | 29 |
| Restructuring costs - Cost optimisation programmes | 5 | 21 |
| Restructuring costs - 2021 Strategic review programme | 20 | |
| Restructuring costs - Other | 11 |
During the current year the Company has assessed the carrying value of its investments at 30 September 2021, and recorded an impairment in its investment in Imperial Finance Ireland Limited of £2,347 million, Millenium Tobacco Ireland £2,282 million, Imperial Tobacco New Zealand Limited £261 million, Imperial Brands Ventures Limited £26 million, Imperial Tobacco Espana S.L. £2,035 million and Imperial Tobacco Management Luxembourg sarl £27 million.
During the prior year the Company has assessed the carrying value of its investments at 30 September 2020, and recorded an impairment in its investment in Imperial Tobacco Management Luxembourg sarl of £29 million.
| (In f million) | 202 | 2020 |
|---|---|---|
| Audit of the Comnany financial statements |
No non-audit services were provided by the Auditors.
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Wages and salaries | 110 | 105 |
| Social security costs | 17 | 15 |
| Other pension costs (note 20) | 25 | 25 |
| Share-based payments (note 24) | 15 | 14 |
| 167 | 159 |
Pensions cost comprise £21 million) in respect of the defined benefit scheme, and £4 million costs (2020: £4 million cost) in respect of the defined contribution scheme.
| Number of employees by activity | 2021 | 2020 |
|---|---|---|
| Production | 37 | 81 |
| Selling and distribution | 642 | 639 |
| Administration | 272 | 231 |
| 951 | ਰੇਤੀ | |
| Directors' emoluments | ||
| (In £ thousand) | 2021 | 2020 |
| Emoluments | 3,235 | 2,981 |
| LTIP annual vesting | 326 | 435 |
| SMS annual vesting | 100 | |
| Total aggregate emoluments | 3,561 | 3,516 |
1 During the year, three Directors (2020: one) exercised share options, and received shares under the Long Term Incentive Plan (LTIP). A total of 21,109 shares with a market value of £326,099 were exercised by the Directors, of which 8,794 (value: £137,055) relate to the highest paid director. One former Director (2020: nil) additionally exercised 2,982 share options (value: £46,479) under the LTIP scheme during the year.
The total aggregate emoluments of the highest paid Director were £1,263,973 (2020: £1,713,725), including LTIP payments of £137,055 (2020: £152,086) and pension benefits of £121,875 (2020: £195,000).
The Company continued to pay emoluments in respect of one Director after his resignation from the Board until his retirement on 4 August 2021 (total value of £362,921 of which £42,841 were pension payments) (2020: nil).
Retirement benefits are accruing under a defined benefit scheme, in respect of all of the Company's Directors, with the exception of any Director whose services to the Company commenced after 30 September 2010 in which case retirement benefits are accruing on a defined contribution basis.
The Company contributions paid to the UK defined contribution scheme in respect of two Directors (2020: three) were £2,193 (2020: £14,000).
The highest paid Director in continuing service is not a member of the UK defined contribution scheme so declaring the value of their accrued Retirement Account if they had left service at the year end is not applicable (2020: £284,030).
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Interest receivable from Group undertakings | 2 | 2 |
| Fair value gains associated with re-translation of investments | - | 350 |
| Fair value gains associated with hedges on foreign currency movements on | ||
| investments | 680 | |
| 687 | ട് റ |
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Interest payable to Group undertakings | 225 | 257 |
| Interest payable on bank deposits | ব | 6 |
| Interest on lease liabilities | 1 | 2 |
| Fair value losses associated with re-translation of investments | 680 | |
| Fair value losses associated with hedges on foreign currency movements on | ||
| investments | 350 | |
| 910 | 65 |
| Restated | ||
|---|---|---|
| (In £ million) | 2021 | 2020 |
| Current tax | ||
| UK corporation tax on profits for the year | 25 | 57 |
| Controlled foreign company charge | 12 | 27 |
| Group releif payable | 62 | |
| Adjustments in respect of prior years | (31) | 46 |
| Total current tax | 68 | 130 |
| Deferred tax | ||
| Origination and reversal of timing differences | (1) | 3 |
| Adjustments in respect of prior years | (1) | (2) |
| Impact of change in tax rate on deferred tax assets | (3) | (1) |
| Impact of change in tax rate on pension scheme | 23 | 11 |
| Movement in respect of pension scheme | 15 | 14 |
| Total deferred tax | 33 | 25 |
| Tax on profit on ordinary activities | 101 | 155 |
The tax assessed for the year is lower (2020: lower) than the standard rate of corporation tax in the UK of 19.0 per cent (2020: 19.0 per cent). The differences are explained as follows:
| Restated | ||
|---|---|---|
| (In £ million) | 2021 | 2020 |
| Profit on ordinary activities before taxation | 1,131 | 878 |
| Profit before taxation multiplied by standard rate of corporation tax in the UK of 19.0 | ||
| per cent (2019: 19.0 per cent). | 215 | 167 |
| Tax effects of: | ||
| Income not subject to tax | (1,454) | (98) |
| Remeasurement of deferred tax - change in UK tax rate | 20 | 10 |
| Adjustments to tax charge in respect of prior years (current tax) | (31) | 46 |
| Adjustments to tax charge in respect of prior years (deferred tax) | (1) | (2) |
| Group relief claimed | (48) | |
| Movement in respect of pension scheme | 15 | 14 |
| Controlled foreign company charge | 12 | 27 |
| Adjustments to tax charge in respect of current year | 1,325 | ਤੇਰੇ |
| Tax on profit on ordinary activities | 101 | 155 |
See note 2 for details regarding the restatement.
The corporation tax for the year has not been adjusted) as the Company paid (2020: did not pay) consideration of £62 million for group relief surrendered to other Imperial Brands PLC group subsidiaries. Further adjustments to the tax charge include £1,325 million) as a permenant difference arising from investment impairments booked in the year.
| Restated | ||
|---|---|---|
| (In £ million) | 2021 | 2020 |
| As at 1 October | 71 | 68 |
| (Credit)/charge to the income statement - prior year adjustment | (31) | 46 |
| Charged to the income statement - current year | ਰੇਰੇ | 84 |
| Cash paid and balance sheet movements | (173) | (127) |
| As at 30 September | (34) | 71 |
See note 2 for details regarding the restatement.
The current year tax rate of 19.0 per cent arises from profits being taxed at 19.0 per cent for the year to 30 September 2021.
Finance Act 2021 received Royal Assent on 10th June 2021, which confirmed that the main rate for UK corporation tax rate will increase to 25% with effect from 1st April 2023.
As an international business the Company is exposed to uncertain tax positions and changes in legislation in the jurisdictions in which it operates. The Company's uncertain tax positions principally include cross border transfer pricing and interpretation of new or complex tax legislation.
Provisions arising from uncertain tax positions taken in the calculation of current tax liabilities, as well as current tax assets which are expected to be recovered under mutual agreement procedure in relation to uncertain tax positions of other Group companies, are included within current tax liabilities. At 30 September 2021 the total value of these was a £20 million net liability (2020: £70 million net liability). The assessment of uncertain tax positions is subjective and significant management judgement is required. This judgement is based on current interpretation of legislation, management experience and professional advice. Until matters are finally concluded it is possible that amounts ultimately paid will be different from the amounts provided.
Management have assessed the Company's provision for uncertain tax positions and have concluded that apart from the matters referred to below the provisions in place are not material individually or in aggregate, and that a reasonably possible change in the next financial year would not have a material impact to the results of the Company.
The Company's French branch has received a challenge from the French tax authorities concerning the intragroup financing of the French branch. In December 2021 the French tax authorities issued assessments which could lead to additional liabilities of £169 million. In February 2022 the French appealed against the assessment. Advice to date is that our appeal should ultimately be successful. At the balance sheet date the Company believes it is appropriate to maintain a £29 million) provision for uncertain tax positions in respect of this matter.
The Company, and other Group companies, have tax audits in progress relating to transfer in a number of jurisdictions, principally UK, France and Germany. The Company held provisions arising tax positions, net of current tax assets which are expected to be recovered under mutual agreement procedure, of £10 million net asset (2020: £33 million net liability) in respect of these items.
In August 2020 the Company notified HMRC of a potential Diverted Profits Tax (DPT) issue relating to brand rewards. In September 2020, HMRC issued a preliminary notice under the DPT regime in respect of the year ended 30 September 2016 indicating a potential liability of £6 million. Collaborative discussions on the issue continue and it is the Group's belief the issue is a transfer pricing one, and will be resolved as such. In November 2020, HMRC issued a final DPT notice, which has now been paid. In September 2021, further preliminary DPT notices were received in respect of the year ended 30 September 2017 indicating a potential liability of £4 million, which has now been paid. Based on advice, the Group continues to believe this is a transfer pricing matter. On conclusion of the transfer pricing discussions, a refund is anticipated for all DPT payments.
| (In f million) | 2021 | 2020 |
|---|---|---|
| Interim dividend paid 2021 of £53.10 per share (2020: £nil) | 1.000 | |
| Total ordinary share dividend paid | 1.000 |
The Directors do not propose a final dividend (2020: £nil).
| Intellectual property and | |||
|---|---|---|---|
| (In £ million) | product development | Software | Total |
| Cost | |||
| At 1 October 2020 | 8 | 78 | 86 |
| Additions | 3 | 3 | 6 |
| Disposals | |||
| At 30 September 2021 | 11 | 81 | 92 |
| Accumulated amortisation and impairment | |||
| At 1 October 2020 | 28 | 28 | |
| Amortisation and impairment charge for the year | 3 | 8 | 11 |
| Disposals | - | ||
| At 30 September 2021 | 3 | 36 | ਤਰ |
| Net book value | |||
| At 30 September 2021 | 8 | 45 | ਦੇਤੋ |
| At 30 September 2020 | 8 | 50 | 58 |
| Shares in subsidiary | |
|---|---|
| (In £ million) | undertakings |
| At 1 October 2020 | 24,164 |
| Additions | 10,535 |
| Impairment | (6,978) |
| Exchange movements | (1,256) |
| At 30 September 2021 | 26,465 |
During the year the company acquired in Imperial Finance Malta Limited of £4,934 million, Imperial Brands Ventures LLC £4,189 million, Imperial Tobacco Holdings International BV £356 million and Imperial Brands Holdings International BV £672 million. The Company also increased its holding in Compañía de Distribución Integral Logista Holdings, S.A. by £384 million.
As part of the year end impairment review, the Company has recorded an impairment in its investment in Imperial Finance Ireland Limited of £2,347 million, Millenium Tobacco Ireland £2,282 million, Imperial Tobacco New Zealand Limited £261 million, Imperial Brands Ventures Limited £26 million, Imperial Tobacco Espana S.L. £2,035 million and Imperial Tobacco Management Luxembourg sarl £27 million. The Directors believe that the carrying value of the investments is supported by their underlying assets and expected cashflows.
| Plant and | Fixtures and | ||
|---|---|---|---|
| (In £ million) | machinery | motor vehicles | Total |
| Cost | |||
| At 1 October 2020 | 17 | રક | 72 |
| Additions | 3 | 4 | 7 |
| Disposals | (6) | (6) | |
| At 30 September 2021 | 20 | ਟੇਤੇ | 73 |
| Accumulated depreciation | |||
| At 1 October 2020 | 7 | 46 | ਦੇਤੋ |
| Depreciation charge for the year | 4 | 4 | |
| Disposals | 1 | (6) | (6) |
| At 30 September 2021 | 7 | 44 | 21 |
| Net book value | |||
| At 30 September 2021 | 13 | ರಿ | 22 |
| At 30 September 2020 | 10 | த | ਰੇ |
The movements in Right of Use Assets in the year ending 30 September 2021 were as follows:
| (In £ million) | Fixtures and | ||
|---|---|---|---|
| Property | motor vehicles | Total | |
| Net book value | |||
| At 1 October 2020 | 38 | ー | ਤਰੇ |
| Additions | 2 | 2 | |
| Depreciation and impairment | (5) | (1) | (6) |
| At 30 September 2021 | ਤੇਤੇ | 2 | 35 |
The movement in Lease liabilities in the year were as follows:
| Lease | |
|---|---|
| (In £ million) | Liabilities |
| At 1 October 2020 | 39 |
| Cash flow | (2) |
| Accretion of interest | 1 |
| New leases, terminations & modifications | 2 |
| At 30 September 2021 | 37 |
The maturity profile of the carrying amount of the Company's lease liabilities and the contractual cashflows as at 30 September 2021 is as follows:
| (In £ million) | Lease liabilities |
Effect of discounting |
2021 Contractual cashflows |
|---|---|---|---|
| Amounts maturing: | |||
| Within one year | (3) | (2) | (2) |
| Between one and five years | (10) | (2) | (15) |
| In five years or more | (24) | (7) | (31) |
| (37) | (14) | (51) |
Future minimum lease payments liabilities are analysed as below:
| Fixtures and | 2021 | ||
|---|---|---|---|
| (In £ million) | Property | motor vehicles | Total |
| Due in less than one year | (4) | (1) | (5) |
| Due between one and five years | (14) | (1) | (15) |
| Due in more than five years | (31) | (31) | |
| Total future minimum lease payments payable | (49) | (2) | (51) |
| Effect of discounting | 14 | ||
| Lease liabilities | (37) |
The following are the amounts recognised in the Income statement:
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Expenses relating to short-term leases | ||
| Expenses relating to low value asset leases | ||
| Depreciation expense of ROU assets | 6 | |
| Interest on lease liabilities |
The movements in Right of Use Assets in the year ending 30 September 2020 were as follows:
| Fixtures and | |||
|---|---|---|---|
| motor | |||
| (In £ million) | Property | vehicles | Total |
| Net book value | |||
| At 1 October 2019 | 42 | 1 | 43 |
| Depreciation | (3) | (1) | (4) |
| At 30 September 2020 | 39 | 39 |
The movement in Lease liabilities in the year were as follows:
| Lease | |
|---|---|
| (In £ million) | Liabilities |
| At 1 October 2019 | 42 |
| Cash flow | (2) |
| Accretion of interest | 2 |
| At 30 September 2020 | 39 |
The maturity profile of the carrying amount of the Company's lease liabilities and the contractual cashflows as at 30 September 2020 is as follows:
| 2020 | |||
|---|---|---|---|
| Lease | Effect | Contractual | |
| (In £ million) | liabilities | of | cashflows |
| Amounts maturing: | |||
| Within one year | (3) | (2) | (2) |
| Between one and five years | (a) | (6) | (15) |
| In five years or more | (27) | (7) | (34) |
| (39) | (15) | (54) |
Future minimum lease payments liabilities are analysed as below:
| Fixtures and | |||
|---|---|---|---|
| motor | 2020 | ||
| (In £ million) | Property | vehicles | Total |
| Due in less than one year | (4) | (1) | (2) |
| Due between one and five years | (14) | (14) | |
| Due in more than five years | (35) | - | (35) |
| Total future minimum lease payments payable | (53) | (1) | (54) |
| Effect of discounting | 15 | ||
| Lease liabilities | (39) |
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Finished inventories | 46 | 78 |
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Trade receivables | 15 | 25 |
| Amounts owed by group undertakings | 377 | 321 |
| Corporation tax | ਰੇਵ | |
| 488 | 346 |
Amounts owed by group undertakings are unsecured, have no fixed date for repayment and are repayable on demand. Within the £377 million (2020: £321 million (2020: £311 million) is denominated in euros.
| Restated | ||
|---|---|---|
| (In £ million) | 2021 | 2020 |
| Trade payables | 17 | 10 |
| Amounts owed to group undertakings | 11,566 | 8,685 |
| Corporation tax | 71 | |
| Amounts payable to a fellow subsidiary in respect of group relief | 62 | |
| Other taxes, duties and social security contributions | 528 | 770 |
| Accruals and deferred income | 147 | 149 |
| 12,320 | 9,685 |
See note 2 for details regarding the restatement.
Amounts owed to group undertakings are unsecured and due within the £11,500 million (2020: £8,685 million), £2,753 million (2020: £3,250 million) is denominated in euros.
| (In £ million) | Restructuring | Other | Total |
|---|---|---|---|
| At 1 October 2020 | 6 | 23 | 29 |
| Charged in the year | 1 | 1 | |
| Utilised in the year | (1) | (21) | (22) |
| Unused amounts reversed | (1) | (1) | |
| At 30 September 2021 | ח | 2 | |
| (In £ million) | 2021 | 2020 | |
| Current | 6 | / | |
| Non-current | 1 | 22 | |
| 7 | 29 |
The restructuring provision relates primarily to the costs associated with ongoing transformation programs within central support functions and the UK trading business.
The provision for deferred tax consists of the following deferred tax assets / (liabilities):
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Deferred tax assets due within 12 months | 8 | |
| Deferred tax assets due after more than 12 months | 5 | 6 |
| Deferred tax liabilities due after more than 12 months | (244) | 167) |
| (231) | (159) |
| Excess of | Short-term | Tota (159) (33) |
||
|---|---|---|---|---|
| capital allowances 6 (1) |
timing | Retirement | ||
| (In £ million) | differences | benefits | ||
| At 1 October 2020 Charged to the income statement |
2 | (167) (38) |
||
| 6 | ||||
| Credited to the statement of comprehensive income | (39) | (39) | ||
| At 30 September 2021 | 5 | 8 | (244) | (231) |
| Excess of | Short-term | |||
| capital | timing | Retirement | ||
| (In £ million) | allowances | differences | benefits | Tota |
| At 1 October 2019 | 7 | 1 | (a) | (83) |
| Charged to the income statement | (1) | 1 | (25) | (25) |
| Charged to the statement of comprehensive income | (21) | (21) | ||
| At 30 September 2020 | 6 | 2 | (167) | (159) |
The Company participates in a pension scheme for its employees, the Imperial Tobacco Pension Fund (ITPF) (the Scheme), which is of a defined benefit type. The Scheme are held in trustee administered funds. The Scheme provides retirement benefits primarily on the basis of members' final salary and length of service. As it has not been possible to identify the underlying assets and liabilities attributable to each participating company on a consistent and reasonable basis the Company recognises the entire Scheme in these financial statements as the "sponsoring company" in the Scheme.
The Scheme operates under trust law and is managed and administered by the Trustees on behalf of the members in accordance with the terms of the Trust Deed and Rules and relevant legislation. The Scheme's assets are held by the trust.
Annual increases in benefits in payment are dependent on inflation so the main uncertainties affecting the level of benefits payable under the Scheme are future inflation levels (including the impact of inflation on future salary increases) and the actual longevity of the membership.
The contributions paid to the Scheme are set by the Scheme Actuary every three years. The Scheme Actuary is an external consultant, appointed by the Trustees. Principal factors that the Scheme Actuary will have regard to include the covenant offered by the Company, the level of risk in the Scheme, the expected returns on the Scheme's assets, the results of the funding assessment on an ongoing basis and the expected cost of securing benefits if the fund were to be discontinued.
The latest valuation of the ITPF was carried out as at 31 March 2019 when the market value of the invested assets was £4,137 million. Based on the ongoing funding target the total assets were sufficient to cover 110 per cent of the benefits that had accrued to members for past service, after allowing for expected future pay increases. The total assets were sufficient to cover 106 per cent of the total benefits that had accrued to members for past service and future service benefits for current members. In compliance with the Pensions Act 2004, Imperial Tobacco Limited and the Trustee agreed a scheme-specific funding target, a statement of funding principles and a schedule of contributions accordingly.
Following the valuation, the level of employer's contributions to the scheme was reduced from £85 million per year to £65 million per year. A dynamic contribution schedule has also been agreed, such that Company's contribution will reduce or increase depending upon the Fund's valuation going forward. Further contributions were agreed to be paid by the Company in the event of a downgrade of the Imperial Brands Group's credit rating to non-investment grade by either Standard & Poor's or Moody's. In addition, surety guarantees that were provided with a total value of £600 million have been reduced to £225 million following the latest valuation and a parental guarantee with Imperial Brands PLC remains in place.
The main risk for the Company in respect of the ITPF is that additions are required if the investment returns are not sufficient to pay for the benefits (which will be influenced by the factors noted above). The level of equity returns will be a key determinant of overall investment portfolio is also subject to a range of other risks typical of the asset classes held, in particular exposure to equity markets, credit risk on bonds and exposure to the property market.
The IAS 19 liability measurement of the defined benefit obligation (DBO) and the current service to the assumptions made about future inflation and salary growth levels, as well as the assumptions made about life expectation. They are also sensitive to the discount rate, which depends on sterling denominated AA corporate bonds. The main differences between the funding and IAS 19 assumptions are a more prudent longevity assumption for funding and a different approach to setting the discount rate. A consequence of the ITPF's investment strategy, with a significant proportion of the assets invested in equities and other return-seeking assets, is that the difference between the market value of the assets and the IAS 19 liabilities may be relatively volatile.
The ITPF has a pension surplus on the IAS 19 measure, in line with IFRIC 14, recognition of the net asset on the fund is only appropriate where it can be recovered. The ITPF trust deed gives the Company an ability to receive a refund of surplus assets assuming the full settlement of plan liabilities in the event of a plan wind-up. Furthermore, in the ordinary course of business the Trustee has no rights to unilaterally wind up the Fund or otherwise augment the benefits due to the Fund's members. Based on these circumstances, any net surplus in this scheme is recognised in full
The aggregate IAS 19 position is as follows:
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| (In £ million) | DBO | Assets | Total | DBO | Assets | Total |
| At 1 October | (3,516) | 4,395 | 879 | (3,880) | 4,416 | 536 |
| Consolidated income statement (expense)/income | ||||||
| Current service cost | (17) | (17) | (18) | (18) | ||
| Net interest income/(expense) on net defined | ||||||
| benefit asset/(liability) | (28) | 74 | 16 | (ea) | 80 | 11 |
| Administration costs paid from plan assets | (4) | (4) | (3) | (3) | ||
| (Cost)/income recognised in the income | ||||||
| statement | (75) | 70 | (5) | (87) | 77 | (10) |
| Remeasurements | ||||||
| Actuarial gain due to liability experience | 58 | 58 | 26 | 26 | ||
| Actuarial (loss)/gain due to financial | ||||||
| assumption changes | (39) | (39) | 263 | 263 | ||
| Return on plan assets excluding amounts | ||||||
| included in net interest income above | 24 | 24 | (21) | (21) | ||
| Remeasurement effects recognised in other | ||||||
| comprehensive income | 19 | 24 | 43 | 289 | (21) | 268 |
| Cash | ||||||
| Employer contributions | 65 | 65 | 85 | 85 | ||
| Employee contributions | (1) | 1 | (1) | 1 | ||
| Benefits paid from plan assets | 169 | (169) | 163 | (163) | ||
| Net cash | 168 | (103) | 65 | 162 | (77) | 85 |
| At 30 September | (3,404) | 4,386 | 982 | (3,516) | 4,395 | 879 |
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Retirement benefit assets | 4.386 | 4,395 |
| Retirement benefit liabilities | (3,404) | (3,516) |
| 982 | 879 |
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Defined benefit costs in operating profit | 21 | 21 |
| Defined contribution costs in operating profit | ||
| Total retirement scheme costs in operating (loss)/profit | 25 | 25 |
Split as follows in the income statement:
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Distribution, advertising and selling costs | 00 | ರ್ಧ |
| Administrative and other expenses | 17 | |
| Total retirement scheme costs in operating (loss)/profit | 25 | 25 |
| (III I million ulliess other wise indicated) | 2011 | ZUZU | ||
|---|---|---|---|---|
| Defined benefit obligation | (3,404) | (3,516) | ||
| Fair value of scheme assets | 4,386 | 4,395 | ||
| Net defined benefit asset | 982 | 879 | ||
| Current service cost | 17 | 18 | ||
| Employer contributions | રિક | 85 | ||
| Principal actuarial assumptions used (% per annum) | ||||
| Discount rate | 2.1 | 1.7 | ||
| Future salary increases | 3.4 | 2.9 | ||
| Future pension increases | 3.4 | 2.9 | ||
| Inflation | 3.4 | 2.9 | ||
| 2021 | 2020 | |||
| Life expectancy at age 65 years | Male | Female | Male | Female |
| Member currently aged 65 | 21.1 | 22.7 | 21.1 | 22.7 |
| Member currently aged 50 | 22.1 | 23.9 | 22.0 | 23.8 |
2011
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Sensitivity analysis is illustrative only and is provided to demonstrate the degree of sensitivity of results to key assumptions. Generally, estimates are made by re-performing calculations with one assumption modified and all others held constant.
| % increase in DBO | 2021 | 2020 |
|---|---|---|
| Discount rate: 0.5% decrease | 8.6 | 8.7 |
| Rate of inflation: 0.5% increase | 6.9 | 7.0 |
| One year increase in longevity for a member currently age 65, | ||
| corresponding changes at other ages | 5.1 | 4.9 |
The sensitivity to the inflation assumption change includes corresponding changes to the future salary increases and future pension increases assumptions, but is assumed to be independent of any change to discount rate.
An approximate split of the major categories of the Scheme assets is as follows:
| 2021 | 2020 | |||
|---|---|---|---|---|
| Percentage | Percentage | |||
| of Scheme | of Scheme | |||
| (In £ million unless otherwise indicated) | Fair value | assets | Fair value | assets |
| Equities | 1 | |||
| Bonds - index linked government | 2,115 | 48 | 2,344 | ਦੇਤੇ |
| Bonds - corporate and other | 815 | 19 | 693 | 16 |
| Property | 592 | 14 | 533 | 12 |
| Absolute return | 849 | 19 | 809 | 18 |
| Other - including derivatives, commodities and cash | 15 | 15 | ||
| Fair value of scheme assets before deferred tax | 4,386 | 100 | 4,395 | 100 |
The primary investment objective is to invest the ITPF's assets in an appropriate and secure manner such that members' benefit entitlements can be paid as they fall due. Specifically the ITPF targets an excess of the growth in the liabilities, which in contributions paid is consistent to achieve and maintain an ongoing funding level of at least 100 per cent on a buy-out basis by 2028.
The majority of the assets are quoted. Absolute return pooled funds are in overseas, non-quoted assets.
There is now no self-investments in the Imperial Brands PLC shares following termination of the mandates that previously held these shares. As in previous years, the value of ground leases have been allocated to the property asset class.
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Authorised, allotted, called up and fully paid | ||
| 18,831,140 ordinary shares of £1 each (2020: 18,831,140) | 19 | 19 |
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Property Plant & Equipment | 15 | 23 |
| Intangibles | 11 | 82 |
| Contracted future expenditure but not provided in the financial statements | 26 | 105 |
The Company reviews outstanding legal cases following developments in the legal proceedings at each balance sheet date, considering the nature of the litigation, claim or assessment; the legal processes and potential level of damages in the jurisdiction in which the litigation, claim or assessment has been brought; the progress of the case; the opinions or views of legal counsel and other advisers; experience of similar cases; and any decision of the Group's management as to how it will respond to the litigation, claim or assessment.
To the extent that the Company's assessments at any time do not reflect subsequent developments or the eventual outcome of any claim, its future financial statements may be materially affected, with a favourable or adverse impact upon the Company's operating profit, financial position and liquidity.
In June 2020, the Group responded to a claimant law firm's allegations of human rights issues in the Malawian tobacco supply chain, which included allegations relating to child and forced labour. In December 2020, a claim was filed in the UK High Court against Imperial Brands plc, Imited and four of its subsidiaries, including the Company (the Imperial Defendants) and two entities in the BAT group of tobacco farm workers. The Imperial Defendants have acknowledged service and confirmed to the claimants that they intend the claim in full. The Imperial Defendants have not yet been required to file their Defence. A procedural hearing scheduled for November 2021 has been adjourned. The claim is unquantified, and given the litigation a provision would not be appropriate.
The Group and Company operate four types of share-based incentive programmes, designed to incentivise staff and to encourage them to build a stake in the Group.
The purpose of the Share Matching Scheme is to encourage eligible employees to acquire and retain Imperial Brands PLC ordinary shares.
Directors and a proportion of the Company's management may elect to invest any proportion of their Share Matching Scheme eligible bonus in Imperial Brands PLC ordinary shares to be held by the Employee Benefit Trusts. Provided the shares are left in the Trusts for three years and the individual remains in employment within the Group, the individual will retain the original shares, including dividend roll-up, and receive additional shares on a one-forone basis.
Annual conditional awards have been made to Directors and other senior executives. The conditional awards, which vest three years after grant, including dividend roll-up, are subjact to the satisfaction of specified performance criteria measured over a three year period. Further information relating to the performance criteria and the terms of the LTIP are set out in the Annual Report of Imperial Brands PLC.
Under the International Sharesave Plan the Imperial Brands PLC Board may offer options to purchase ordinary shares in Imperial Brands PLC to employees who enter into a savings contract. The price at which options may be offered varies depending on local laws, but will not be less than 80 per cent of the closing mid-market price of an Imperial Brands PLC ordinary share on the London Stock Exchange on the day prior to invitation. The options may normally be exercised during the six months after expiry of the savings contract, three years after entering the Plan.
Under the UK Sharesave Plan, which is part of the Group's International Sharesave Plan, the Imperial Brands PLC Board may offer options to purchase ordinary shares in Imperial Brands PLC to UK employees who enter into an HM Revenue and Customs approved Save as You Earn (SAYE) savings contract. The options may normally be exercised during the six months after the expiry of the SAYE contract, three years after entering the UK Sharesave Plan.
Under the DSAP, one-off conditional awards are made to individuals to recognise exceptional contributions within the business. Awards, which are not subject to performance conditions and under which vested shares do not attract dividend roll-up, will normally vest on the third anniversary of the date of grant subject to the participant's continued employment. The limit of an award under the DSAP is capped at 25 per cent of the participant's salary at the date of grant. Shares used to settle awards under the DSAP will be market purchased.
| (In £ million) | 2021 | 2020 |
|---|---|---|
| Share Matching Scheme | न | 2 |
| Long Term Incentive Plan | 12 | 10 |
| Sharesave Plan | ਵ | ー |
| Discretionary Share Awards Plan | 1 | |
| ਹੈ ਦੇ | 14 |
| 2021 | |||||
|---|---|---|---|---|---|
| Sharesave | |||||
| weighted | |||||
| Share | average | ||||
| Thousands of shares unless otherwise | Matching | LTP | Sharesave | DSAP | exercise price |
| indicated | awards | awards | awards | awards | (E) |
| Outstanding at 1 October 2020 | ਰੇ8 | 2,970 | 405 | 10 | 13.49 |
| Granted | 62 | 2,691 | રિક | 21 | 13.09 |
| Lapsed/cancelled | (3) | (ਰੇਰੇਟ) | (73) | (1) | 21.74 |
| Exercised | (46) | (354) | (4) | 5.45 | |
| Outstanding at 30 September 2021 | 111 | 4,312 | 398 | 26 | 13.89 |
| Exercisable at 30 September 2021 | l | 1 | 11 | 22.24 | |
| 2020 |
| Sharesave | |||||
|---|---|---|---|---|---|
| weighted | |||||
| Share | average | ||||
| Thousands of shares unless otherwise | Matching | LTIP | Sharesave | DSAP | exercise |
| indicated | awards | awards | awards | awards | price (£) |
| Outstanding at 1 October 2019 | 240 | 2,229 | 260 | 21 | 19.27 |
| Granted | 76 | 1,154 | 348 | 12.37 | |
| Lapsed/cancelled | (7) | (413) | (203) | 18.97 | |
| Exercised | (211) | (11) | 17.45 | ||
| Outstanding at 30 September 2020 | ਰੇ8 | 2,970 | 405 | 10 | 13.49 |
| Exercisable at 30 September 2020 | 8 | 29.62 |
The weighted average Imperial Brands PLC share price at the date of exercise of awards and options was £14.96 (2020: £12.53). The weighted average fair value of Sharesave options granted during the year was £2.87 (2020: £2.45).
| Number of | |||
|---|---|---|---|
| awards/ | Vesting period | Exercise price of | |
| Thousands of shares unless otherwise indicated | options | remaining in | options |
| outstanding | months | outstanding (£) | |
| Share Matching Scheme | |||
| 2019 | 29 | 5 | n/a |
| 2020 | 34 | 17 | n/a |
| 2021 | 48 | 29 | n/a |
| Total awards outstanding | 111 | ||
| Long Term Incentive Plan | |||
| 2018 | 64 | n/a | |
| 2019 | 716 | 5 | n/a |
| 2020 | 1,493 | 18 | n/a |
| 2021 | 2,039 | 30 | n/a |
| Total awards outstanding | 4,312 | ||
| Sharesave Plan | |||
| 2018 | 11 | 22.24 | |
| 2019 | 23 | 11 | 17.45 |
| 2020 | 294 | 23 | 12.37 |
| 2021 | 70 | ਤੇ ਤੇ | 13.09 |
| Total awards outstanding | 398 | ||
| Discretionary Shares Awards Plan | |||
| 2018 | n/a | ||
| 2019 | 8 | 5 | n/a |
| 2021 | 18 | 29 | n/a |
| Total awards outstanding | 26 |
The vesting period is the period between the grant of awards or options and the earliest date on which they are exercisable. The vesting period remaining and the exercise price of options outstanding are weighted averages. Participants in the Sharesave Plan have six months from the maturity date to exercise their option. Participants in the LTIP have up to seven years from the end of the vesting period to exercise their option. The exercise price of the options is fixed over the life of each option.
For the purposes of valuing options to calculate the share-based payment charge, the Black-Scholes option pricing model has been used for the Share Matching Scheme, Sharesave Plan and Discretionary Awards Plan. A summary of the assumptions used in the Black-Scholes model for 2021 and 2020 is as follows:
| 2021 | |||
|---|---|---|---|
| Share | |||
| matching | Sharesave | DSAP | |
| Risk-free interest rate | 0.7% | 0.2% | 0.7% |
| Volatility | 36.0% | 33.9% | 26.3% |
| Expected lives of options granted | 3yrs | 3yrs | 3yrs |
| Dividend yield | 8.9% | 8.9% | 6.7% |
| Fair value | £12.37 | £2.56 | £12.86 |
| Share price used to determine exercise price | £16.00 | £16.00 | £15.27 |
| Exercise price | n/a | £13.09 | n/a |
| 2020 | |||
|---|---|---|---|
| Share | |||
| matching | Sharesave | ||
| Risk-free interest rate | 0.7% | 0.2% | |
| Volatility | 29.0% | 33.8% | |
| Expected lives of options granted | 3 yrs | 3 yrs | |
| Dividend yield | 8.9% | 8.8% | |
| Fair value | £14.00 | £2.45 | |
| Share price used to determine exercise price | £18.25 | £15.20 | |
| Exercise price | n/a | 12.37 |
Market conditions were incorporated into the Monte Carlo method used in determining the fair value of LTP awards at grant date. Assumptions in 2021 and 2020 are given in the following table.
| (%) | 2021 | 2020 |
|---|---|---|
| Future Imperial Tobacco Group share price volatility | 31 | 20 |
| Future Imperial Tobacco Group dividend yield | ||
| Share price volatility of the tobacco and alcohol comparator group | 17.4-40.9 | 14.7-28.3 |
| Correlation between Imperial Tobacco and the alcohol and tobacco | ||
| comparator group | 27 | 22 |
The Company has taken advantage of the Group exemption under the terms of IAS 24 from disclosing related party transactions with entities that are part of the Group since the Company is a wholly owned subsidiary of Imperial Brands PLC and is included in the consolidated financial statements of the Group, which are publicly available.
Together with Imperial Brands PLC (IB) (the ultimate parent company acts as guarantor for the following facilities for the benefit of the overall IB Group; bonds issued since September 2008 under various Euro Medium Term Noted Debt Issuance Programmes; bonds issued since February 2013 under the provisions of Sections 144 and Regulation S of the US Securities Act (1933); three uncommitted credit borrowing facilities dated March 2011, May 2017, and August 2017; International Swap and Derivatives Association agreement dated March 2012. In addition, the Company also acts as a guarantor together with IB and various other subsidiaries of IB for an uncommitted borrowing facility dated January 2007.
At 30 September 2021, the contingent liabilities totalled £12,897 million (2020: £16,641 million).
The Directors have assessed the fair value of the above guarantees and do not consider them to be material. They have, therefore, not been recognised on the balance sheet.
In December 2021 the Imperial Tobacco Pension Fund (ITPF) entered into an agreement to purchase a bulk annuity of around £1.7bn. This bulk annuity will cover around 60% of the pensioner member obligation and is funded by existing assets held in the ITPF. The impact of the bulk annuity buy-in will result in an asset re-measurement loss in Other Comprehensive Income during the year ending September 2022.
In late February 2022 Russia and Ukraine engaged in armed conflict. The Company has a geographical exposure to Ukraine and Russia via it's holdings in subsidiary entities. As a result the Group and Company have suspended operations in Ukraine and begun negotiations with a local third party about a transfer of Russian assets and operations. There are currently uncertainties as to the financial impact of the Russian assets and the potential valuation adjustments to the assets of the Ukrainian business. The Company's investment carrying be influenced by changes in the valuation of these businesses which are owned by subsidiaries. The current value of these entities is not a significant part of the overall investment valuation. However there continues to be uncertainty over the valuation of these assets at this point in time which may change in the future.
The ultimate parent undertaking and controlling party of the Company at 30 September 2021 was Imperial Brands PLC, a company incorporated in the United Kingdom and registered in England and Wales. The smallest and largest group in which the results of the Company are consolidated is that headed by Imperial Brands PLC, whose consolidated financial statements may be obtained from the Company Secretary, 121 Winterstoke Road, Bristol, BS3 2LL.
The immediate parent undertaking of Imited at 30 September 2021 was Imperial Tobacco Holdings Limited, a company incorporated in the United Kingdom and registered in England and Wales.
In accordance with Section 409 of the Companies Act 2006 a full list of subsidiaries, partnerships, associates, and joint ventures, the principal activity, the country of incorporation and the effective percentage of equity owned, as at 30 September 2021 are disclosed below.
| Subsidiaries: Registered in England and Wales, wholly owned Name |
Principal activity and registered address |
|---|---|
| Attendfriend Limited | Dormant |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | |
| British Tobacco Company | Dormant |
| Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Hypofill Limited | Dormant |
| Wellington House, Physics Road, Speke, Liverpool, L24 9HP, | |
| England | |
| Imperial Brands Ventures | Provision of finance to other Group companies |
| Finance Limited (v) | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Brands Ventures | Holding investments in subsidiary companies |
| Holdings Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Brands Ventures | Holding investments in subsidiary companies |
| Holdings (1) Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Brands Ventures | Holding investments in subsidiary companies |
| Holdings (2) Limited (x1) | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Brands Ventures | Holding investments in subsidiary companies |
| Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Investments Limited | Dormant |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | |
| Imperial Tobacco Altadis | Dormant |
| Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Tobacco Capital Assets (1) | Dormant |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | |
| Imperial Tobacco Capital Assets (2) | Provision of finance to other Group companies |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | |
| Imperial Tobacco Capital Assets (3) | Dormant |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | |
| Imperial Tobacco Capital Assets (4) | Dormant |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | |
| Imperial Tobacco Group | Dormant |
| Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Tobacco Holdings (1) | Holding investments in subsidiary companies |
| Limited (iv) | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Tobacco Initiatives | Dormant |
| 121 Winterstoke Road, Bristol BS3 2LL England | |
| Imperial Tobacco Lacroix | Dormant |
| Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Tobacco Overseas | Holding investments in subsidiary companies |
| (Polska) Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Name | Principal activity and registered address |
|---|---|
| Imperial Tobacco Overseas | Holding investments in subsidiary companies |
| Holdings (1) Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Tobacco Overseas | Holding investments in subsidiary companies |
| Holdings (2) Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Tobacco Overseas | Dormant |
| Holdings (3) Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Tobacco Overseas | Holding investments in subsidiary companies |
| Holdings Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Tobacco Overseas | Holding investments in subsidiary companies |
| Limited (x) | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Tobacco Pension | Dormant |
| Trustees (Burlington House) | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Limited | |
| Imperial Tobacco Pension | Dormant |
| Trustees Limited (iv) | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Imperial Tobacco Ventures | Holding investments in subsidiary companies |
| Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| ITG Brands Limited | Holding investments in subsidiary companies |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | |
| Joseph & Henry Wilson Limited | Licencing rights for the manufacture and sale of tobacco |
| products | |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | |
| Nerudia Limited (v) | Research and development of e-vapour products |
| Wellington House, Physics Road, Speke, Liverpool, L24 9HP, | |
| England | |
| Nerudia Trading Limited | In liquidation |
| The offices of BDO LLP, Two Snowhill Birmingham, B4 6GA, | |
| England | |
| Nerudia Consulting Limited | Research and development of e-vapour products |
| Wellington House, Physics Road, Speke, Liverpool, L24 9HP, | |
| England | |
| Nerudia Compliance Limited | In liquidation |
| The offices of BDO LLP, 5 Temple Square, Temple Street, | |
| Liverpool, L2 5RH, England | |
| Park Lane Tobacco Company | Dormant |
| Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Rizla UK Limited | Entity ceased trading |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | |
| Sensus Investments Limited | Dormant |
| Wellington House, Physics Road, Speke, Liverpool, L24 9HP, | |
| England In liquidation |
|
| Sinclair Collis Limited (iv) | The offices of BDO LLP, Two Snowhill Birmingham, B4 6GA, |
| England | |
| % | ||
|---|---|---|
| Name | Principal activity and registered address | owned |
| Altadis New Co Limited | Dormant | 81.6 |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | ||
| Congar International UK Limited | Dormant | 81.6 |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | ||
| Imperial Brands Enterprise | Provison of treasury services to other Group companies | 56.3 |
| Finance Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England | |
| La Flor de Copan UK Limited | Holding investments in subsidiary companies | 81.6 |
| 121 Winterstoke Road, Bristol, BS3 2LL, England | ||
| Tabacalera de Garcia UK | Holding investments in subsidiary companies | 81.6 |
| Limited | 121 Winterstoke Road, Bristol, BS3 2LL, England |
| Country of | ||
|---|---|---|
| Name | incorporation | Principal activity and registered address |
| 1213509 B.C. Limited (1) | Canada | Holding investments in subsidiary companies Suite 1700, Park Place, 666 Burrard Street, Vancouver, BC. V6C |
| 2X8, Canada | ||
| Altadis Canarias SAU (") | Spain | Marketing and sale of tobacco products in the Canary Islands C/Comandaute Azcarraga 5, Madrid 28016, Spain |
| Altadis Middle East FZCO | United Arab Emirates |
Sales and marketing of tobacco products in the Middle East P.O. Box. No. 261718, Jebel Ali Free Zone, Dubai, 261718, United Arab Emirates |
| Altadis Ocean Indien S.A.S. | Island) | France (La Reunion Sales and distribution of tobacco products in la Reunion Island ZI n° 2 - BP 256 - 97457 Saint Pierre Cedex, La Reunion |
| Altadis S.A.U. | Spain | Manufacture, sales and distribution of tobacco products in Spain |
| Cacique, SA - Comércio, Importaçao e Exportaçao |
Brazil | Dormant Rua Marechal Deodoro, 690 - Centro Arapiraca, Alagoas, Brazil |
| Coralma International SAS | France | Holding investments in subsidiary companies 122 Avenue Charles de Gaulle, Neuilly sur Seine, 92200, France |
| Dunkerquoise des Blends S.A.S. France | Tobacco processing 122 Avenue Charles de Gaulle, Neuilly sur Seine, 92200, France |
| Country of | ||
|---|---|---|
| Name | incorporation | Principal activity and registered address |
| Ets L Lacroix Fils NV/SA | Belgium | Manufacture and sale of tobacco products in Belgium Sint-Bavostraat 66, 2610 Wilrijk, Belgium |
| Fontem (Beijing) Technology Solutions Limited (i) |
People's Republic of China |
Research and development Room 201, Floor 2, Building 6, Yuan Dong science and technology park, 6 Hepingli North Street, Dong Cheng District, Beijing, 100013, China |
| Fontem Canada Limited | Canada | Non-trading C/O BDO Canada LLP, Suite 120, 230 Brownlow Avenue, Dartmouth, Nova Scotia B3B 0G5, Canada |
| Fontem Holdings 1 B.V. | The Netherlands | Holding investments in subsidiary companies Radarweg 60, Amsterdam, 1043 NT, The Netherlands |
| Fontem Holdings 2 B.V. | The Netherlands | Holding investments in subsidiary companies Radarweg 60, Amsterdam, 1043 NT, The Netherlands |
| Fontem Holdings 3 B.V. | The Netherlands | Holding investments in subsidiary companies Radarweg 60, Amsterdam, 1043 NT, The Netherlands |
| Fontem Holdings 4 B.V. | The Netherlands | Holding investments in subsidiary companies Radarweg 60, Amsterdam, 1043 NT, The Netherlands |
| Fontem Holdings B.V. | The Netherlands | Holding investments in subsidiary companies Radarweg 60, Amsterdam, 1043 NT, The Netherlands |
| Fontem Ventures B.V. | The Netherlands Radarweg 60, Amsterdam, 1043 NT, The Netherlands |
|
| Huotraco International Limited Cambodia | Production and marketing of tobacco products No 299, Preah Ang Duong Street, Sangkat Wat Phnom, Khan Daunh Penh, Phnom Penh, Cambodia |
|
| Imperial Brands Columbia S.A.S. Columbia | In Liquidation TV21 No.98 05, Bogota D.C. Colombia |
|
| Imperial Brands Finance France France S.A.S. |
Provision of finance to other Group companies 143 bd Romain Rolland, Cedex 14, Paris, 75685, France |
|
| Imperial Brands Finance Netherlands B.V. |
The Netherlands | Provision of finance to other Group companies Slachtedijk 28a, 8501 ZA, Joure, Netherlands |
| Imperial Brands Finland Oy | Finland | Sales and marketing of tobacco products in Finland Poikluomantie 1-3, Piispanristi, 20760, Finland |
| Country of | ||
|---|---|---|
| Name | incorporation | Principal activity and registered address |
| Imperial Brands Global Duty | Spain | Sale and export of duty-free tobacco products |
| Free & Export S.L. | C/Comandaute Azcarraga 5, Madrid 28016, Spain | |
| Imperial Brands Japan | Japan | Sales and marketing of tobacco products in Japan |
| Kabushiki Kaisha (v) | The Okura Prestige Tower, 10th Floor, 2-10-4 | |
| Toranoomon, Minato-ku, Tokyo 105-0001, Japan | ||
| Imperial Brands Luxembourg | Luxembourg | Sale of tobacco products in Luxembourg |
| sarl | 56 Rue Charles Martel, L-2134, Luxembourg | |
| Imperial Brands Malta Limited | Malta | Provision of finance to other Group companies |
| Aragon House Business Centre, St. George's Park, St. | ||
| Julians, Malta STJ3140 | ||
| Imperial Brands Ventures LLC | United States of | Holding investments in subsidiary companies |
| America | 251 Little Falls Drive, Wilmington, DE 19808 USA | |
| Imperial Finance Ireland | Ireland | Provision of finance to other Group Companies |
| Limited | 21, Beckett Way, Park West, Nangor Road, Dublin, 12, | |
| Ireland | ||
| Imperial Finance Malta Ltd | Malta | Provision of finance to other Group companies |
| Aragon House Business Centre, St. George's Park, St. | ||
| Julians, Malta | ||
| Imperial Nominees Limited (ii) | New Zealand | Trustee Company |
| Level 24, 157 Lambton Quay, Wellington Central, Wellington | ||
| 6011, New Zealand | ||
| Imperial Tobacco (Asia) Pte. | Singapore | Trading of tobacco related products |
| Ltd. | 80 Robinson Road, #02-00, 068898, Singapore | |
| Imperial Tobacco Australia | Australia | Sales and marketing of tobacco products in Australia |
| Limited | John Player Special House, Level 4, 4-8 Inglewood Place, | |
| Norwest, NSW 2153, Australia | ||
| Imperial Tobacco Austria | Austria | Marketing of tobacco products in Austria |
| Marketing Service GmbH | Zieglergasse 6, A-1070 Vienna, Austria | |
| Imperial Tobacco BH doo (" | Bosnia- | Marketing and distribution of tobacco products in Bosnia |
| Herzegovina | Adema Buce, Sarajevo, 71000, Bosnia & Herzegovina | |
| Imperial Tobacco Bulgaria | Bulgaria | Manufacture and sale of tobacco products in Bulgaria |
| EOOD (i) | 15 Henrih Ibsen str, Floor 4, Office 4, Sofia, 1407, Bulgaria | |
| Imperial Tobacco CR s.r.o. | Czech Republic | Sales and marketing of tobacco products in the Czech Republic |
| Radlicka 14, Prague 5, 150 00, Czech Republic | ||
| Imperial Tobacco Distribution | Bulgaria | Marketing and distribution of tobacco products in Bulgaria |
| EOOD (i) | 15 Henrih Ibsen str, Floor 4, Office 4, Sofia, 1407, Bulgaria |
| Country of | ||
|---|---|---|
| Name | incorporation | Principal activity and registered address |
| Imperial Tobacco Distribution Romania srl (i) |
Romania | Marketing and distribution of tobacco products in Romania Nicolae Canea Street no. 140-160, EOS Business Park, 1st Floor North, 2nd District, Bucharest, Romania |
| Imperial Tobacco España, S.L.U. Spain | Holding investments in subsidiary companies C/Comandaute Azcarraga 5, Madrid 28016, Spain |
|
| Imperial Tobacco Estonia OU | Estonia | Sale of tobacco products Valge 13, 11145, Tallinn, Estonia |
| Imperial Tobacco Holdings (Netherlands) B.V. |
The Netherlands | Provision of finance to other Group companies Slachtedijk 28a, 8501 ZA, Joure, Netherlands |
| Imperial Tobacco Intellectual Property Limited |
Ireland | Ownership of trademarks 21, Beckett Way, Park West, Nangor Road, Dublin, 12, Ireland |
| Imperial Tobacco International Germany GmbH |
Export and marketing of tobacco products Max-Born-Straße 4, Hamburg, 22761, Germany |
|
| Imperial Tobacco Ireland Unlimited Company (v) |
Ireland | Dormant 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland |
| Imperial Tobacco Italia S.r.l. | Italy | Sales and marketing of tobacco products in Italy Via Luca Passi 22, Roma, 00166, Italy |
| Imperial Tobacco Italy S.r.l. | Italy | Holding investments in subsidiary companies Via Luca Passi 22, Roma, 00166, Italy |
| Imperial Tobacco Magyarország Hungary Dohányforgalmázo Kft (Imperial Tobacco Hungary) |
Sales and marketing of tobacco products in Hungary Váci út 141, 1138, Budapest, Hungary |
|
| Imperial Tobacco Management Luxembourg Luxembourg sarl |
Holding investments in subsidiary companies 56 Rue Charles Martel, L-2134, Luxembourg |
|
| Imperial Tobacco Marketing Sdn Bhd |
Malaysia | Trading of tobacco products 12th Floor Menara Symphony, No 5 Jalan Prof, Khoo Kay Kim, Seksyey, 46200 Petaling Jaya, Selangor, Malaysia |
| lmperial Tobacco New Zealand New Zealand Limited |
Manufacture and sale of tobacco products in New Zealand Level 24, 157 Lambton Quay, Wellington Central, Wellington 6011, New Zealand |
|
| Imperial Tobacco Norway AS | Norway | Sales and marketing of tobacco products in Norway Ryensvingen 2-4, 0680, Oslo, Norway |
| Imperial Tobacco Polska Manufacturing S.A. |
Poland | Manufacture of tobacco products in Poland Ul. Tytoniowa 2/6, Radom, 26-600, Poland |
| Imperial Tobacco Polska S.A. | Poland | Manufacture and sale of tobacco products in Poland Jankowice, ul. Przemyslowa 1, Pl-62-080, Tarnowo-Podgome, Poland |
| Country of | ||
|---|---|---|
| Name | incorporation | Principal activity and registered address |
| Imperial Tobacco Portugal SSPLC |
Portugal | Advertising and support management 144, 7 DT, Avenida da Liberdade, Lisbon, Portugal |
| Imperial Tobacco Production Ukraine (1) |
Ukraine | Manufacture of tobacco products in Ukraine ul. Akademika Zabolotnogo, 35, 03026, Kiev, Ukraine |
| Imperial Tobacco SCG doo Beograd (i) |
Serbia | Marketing and distribution of tobacco products in Serbia Milutina Milankovica 11a, Novi Beograd, Serbia |
| Imperial Tobacco Sigara ve Tutunculuck Sanayi Ve Ticaret A.S. |
Turkey | Manufacture of tobacco products in Turkey Kecilikoy OSB, Mah. Ahmet Tutuncuoglu Cad. No: 11, 45030 Yunusemre, Manisa, Turkey |
| Imperial Tobacco Slovakia a.s. | Slovak Republic | Sales and marketing of tobacco products in the Slovak Republic 7A Galvaniho, 824 53 Bratislava, Slovakia |
| Imperial Tobacco Taiwan Co Limited |
Taiwan | Sales and marketing of tobacco products in Taiwan 6F 1-2 No.2 Sec 3, Minsheng E Road, Zhongshen District, Tapei, Taiwan, Province of China |
| Imperial Tobacco Taiwan Manufacturing Company Limited |
Taiwan | Manufacture of tobacco products in Taiwan No 8 Cyunyi Road, Jhunan, MiaoLi County 350, Taiwan Province of China |
| Imperial Tobacco Tutun Urunleri Satis Ve Pazarlama A.S. |
Turkey | Sales and marketing of tobacco products in Turkey Kecilikoy OSB, Mah. Ahmet Tutuncuoglu Cad. No: 11, 45030 Yunusemre, Manisa, Turkey |
| Imperial Tobacco Ukraine (i) | Ukraine | Sales and marketing of tobacco products in Ukraine ul. Akademika Zabolotnogo, 35, 03026, Kiev, Ukraine |
| Imperial Tobacco Volga LLC (1) | Russia | Manufacture of tobacco products in Russia ul.Tomskaja 7, 400048 Volgograd, Russian Federation |
| Imperial Tobacco West Africa S.A.S. (i) |
Cote D'Ivoire | Holding investments in subsidiary companies Cocody-Nord, Quartier Gendarmerie, TF 5937, 01 B.P. 724 Abidjan |
| Imperial Tobacco Zagreb doo (1) Croatia | Dormant Gradičanska 30, Zagreb, HR-10000, Croatia |
|
| Imperial Ventures Malta Limited Malta | Provision of finance to other Group companies Aragon House Business Centre, St. George's Park, St. Julians, Malta STJ3140 |
|
| IMPTOB South Africa (Pty) Limited |
South Africa | Provision of services to other Group companies Suite 107, Beacon Rock, 21 Lighthouse Road, Umhlanga 4319, South Africa |
| International Marketing Promotional Services Limited |
Nigeria | Sales and marketing and of tobacco products in Nigeria 13 A, Dapo Solanke Close - Lekki Phase 1, Lagos, Nigeria |
| Country of | ||
|---|---|---|
| Name | incorporation | Principal activity and registered address |
| ITL Pacific (HK) Limited | Hong Kong | Manufacture and sale of tobacco and tobacco related products Room 3907-08, 39th Floor, Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong |
| JAW-Invest Oy | Finland | Trademark owner Poikluomantie 1-3, Piispanristi, 20760, Finland |
| John Player & Sons Limited | Ireland | Sales and marketing of tobacco products in the Republic of Ireland 21, Beckett Way, Park West, Nangor Road, Dublin, 12, Ireland |
| John Player Ireland Pension Trustee Limited |
Ireland | Sales and marketing of tobacco products in the Republic of Ireland 21, Beckett Way, Park West, Nangor Road, Dublin, 12, Ireland |
| JSNM SARL | France | Trademark owner 122 Avenue Charles de Gaulle, Neuilly sur Seine, 92200, France |
| MYBLU Spain S.L. | Spain | Marketing and sale of e-vaopur products in Spain CR. Robledo de Chavela, S/N. San Lorenzo del Escorial, Madrid, 28200, Spain |
| Meccarillos France, S.A. | Luxembourg | Holding investments in subsidiary companies Route Des Trois Cantons 9, 8399 Windhof, Luxembourg |
| Meccarillos International, S.A. | Luxembourg | Holding investments in subsidiary companies Route Des Trois Cantons 9, 8399 Windhof, Luxembourg |
| Meccarillos Suisse, S.A. | Luxembourg | Holding investments in subsidiary companies Route Des Trois Cantons 9, 8399 Windhof, Luxembourg |
| Millennium Tobacco Unlimited Company |
Ireland | Provision of finance to other Group companies 21, Beckett Way, Park West, Nangor Road, Dublin, 12, Ireland |
| Newglade International Unlimited Company |
Ireland | Dormant 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland |
| Philippine Bobbin Corporation | Philippines | Manufacture of tobacco related products Cavite Economic Zone, Phase II, Rosario, Cavite, Philippines |
| Real Club de Golf la Herrería S.A. |
Spain | Management of golf course CR. Robledo de Chavela, S/N. San Lorenzo del Escorial, Madrid, 28200, Spain |
| Country of | ||
|---|---|---|
| Name | incorporation | Principal activity and registered address |
| Robert Burton Associates | United States of | In dissolution |
| Limited | America | 5900 North Andrews Avenue, Ste. 1100, Fort Lauderdale, Florida, FL 33309, USA |
| Skruf Snus AB | Sweden | Manufacture, marketing, sales of tobacco products in Sweden PO Box 3068, Stockholm, SE-103 61, Sweden |
| Société Centrafricaine de | Central African | Manufacture and distribution of cigarettes in Central African |
| Cigarettes S.A. (1) | Republic | Republic Rue David Dacko, BP 1446, Bangui, Central African Republic |
| Société Centrafricaine de | Central African | Dormant |
| Distribution Sarl (i) | Republic | Avenue Boganda Pk4, Bangui, Central African Republic |
| Société du Mont Nimba Sarl (1) | Guinee Conakry | In liquidation BP 3391, Conakry, Guinea |
| Société Nationale | France | Manufacture and sale of tobacco products in France, and |
| d'Exploitation Industrielle des | export of tobacco products | |
| Tabacs et Allumettes S.A.S. | 143 bd Romain Rolland, Cedex 14, Paris, 75685, France | |
| Société pour le Développement France | Purchasing company | |
| du Tabac en Afrique S.A.S. | 122 Avenue Charles de Gaulle, Neuilly sur Seine, 92200, France | |
| System Designed to Africa Sarl Morocco | Distribution of tobacco products Km 17, Route national de Rabat, Ain Harrouda, Morocco |
|
| Tabacalera de Garcia S.A.S. | France | Manufacture of cigars in the Dominican Republic |
| 320, Rue Saint-Honore, Paris, 75001, France | ||
| Tabacalera de Garcia S.A.S. | Dominican | Dormant |
| Republic | Industrial Free Zone #1, La Romana, Dominican Republic | |
| Tahiti Tabacs SASU | France, Papeete | Importation, distribution and selling of tobacco products in |
| (Tahiti) | Tahiti (French Polynesia) | |
| PK 4, 300 Côté mer, 98701 Arue, BP 20692 Papeete, French Polynesia |
||
| Tobaccor S.A.S. (v) | France | Holding investments in subsidiary companies |
| 122 Avenue Charles de Gaulle, Neuilly sur Seine, 92200, France | ||
| Tobačna 3DVA, trgovsko | Slovenia | Retail of products in Slovenia |
| podjetje, d.o.o. | Cesta 24., junija 90, Sl 1231 Ljubljana - Črnuče, Slovenia | |
| Tobačna Grosist d.o.o. | Slovenia | Marketing and distribution in Slovenia |
| Cesta 24., junija 90, SI 1231 Ljubljana - Ĉrnuče, Slovenia | ||
| Tobačna Ljubljana d.o.o. (v) | Slovenia | Sales and marketing tobacco products in Slovenia |
| Cesta 24., junija 90, SI 1231 Ljubljana - Ĉrnuče, Slovenia |
| Country of | ||
|---|---|---|
| Name | incorporation | Principal activity and registered address |
| Van Nelle Tabak Nederland B.V. The Netherlands | Manufacture and sale of tobacco products in the Netherlands Slachtedijk 28a, 8501 ZA, Joure, Netherlands |
|
| Van Nelle Tobacco International The Netherlands Holdings B.V. |
Sale of tobacco and tobacco related products Slachtedijk 28a, 8501 ZA, Joure, Netherlands |
|
| Von Erl. Gmbh (i) | Austria | Sale of e-vapour products in the US and Europe Hegelgasse 13/26, 1010 Vienna, Austria |
| Country of | % | |
|---|---|---|
| incorporation | Principal activity and registered address | owned |
| United States of | Holding investments in subsidiary companies | 81.6 |
| America | 714 Green Valley Road Greensboro, NC27408 USA | |
| United States of | Trademark service company | 81.6 |
| America | 714 Green Valley Road Greensboro, NC27408 USA | |
| United States of | Trademark owner | 81.6 |
| America | 300 Delaware Avenue, Ste. 1230, Wilmington, DE, | |
| 19801, USA | ||
| United States of | Manufacture and sale of tobacco products in the USA | 81.6 |
| America | 217 Shaker Road, Somers, CT, 06071, USA | |
| Spain | Distribution of pharmaceuticals | 50.0 |
| Avenida de Europa No.2, Edificio Alcor Plaza/Ala Este | ||
| Planta 4a - Modulo 3, Alcorcor, Madrid, 28922, Spain | ||
| United States of | Dormant | 81.6 |
| America | 714 Green Valley Road Greensboro, NC27408 USA | |
| Marketing and sale of tobacco and other products , and | 50.0 | |
| payment services in Portugal. | ||
| Edifico Logista, Rua do Vale da Fonte Coberta, 153 E | ||
| 167, 2890-182 Alcochete, Portugal | ||
| United States of | Sales and distribution of tobacco products in the USA | 81.6 |
| America | 714 Green Valley Road Greensboro, NC27408 USA | |
| United States of | Manufacture and sale of tobacco products in the USA | 81.6 |
| America | 714 Green Valley Road Greensboro, NC27408 USA | |
| CDIL Companhia de Distribuçao Portugal |
| Country of | % | ||
|---|---|---|---|
| Name | incorporation | Principal activity and registered address | owned |
| Compagnie Agricole et Industrielle des Tabacs Africains S.A.S. |
France | Management company 143 bd Romain Rolland, Cedex 14, Paris, 75685, France |
ਰੇਰੇ ਰੋ |
| Compagnie Réunionnaise des Tabacs S.A.S. |
France, St Pierre | Manufacture of cigarettes (La Reunion Island) ZI n° 2 - BP 256 - 97457 Saint Pierre Cedex, La Reunion |
ਰੇ8.9 |
| Compañía de Distribución Integral de Publicaciones Logista S.L.U. (iv) |
Spain | Distribution of published materials and other products Avenida de Europa No.2, Edificio Alcor Plaza/Ala Este Planta 4a - Modulo 3, Alcorcor, Madrid, 28922, Spain |
50.0 |
| Compañía de Distribución Integral Logista Holdings, S.A. (iii) |
Spain | Holding investments in subsidiary companies C/ Trigo, 39 - Polígono Industrial Polvoranca, Leganés, Madrid, 28914, Spain |
50.0 |
| Compañía de Distribución Integral Logista Polska, sp. Z 0.0. (SL) |
Poland | Distribution of tobacco products in Poland Avenida Jerozolimskie 133/131, 02-304 Varsaw, Poland |
50.0 |
| Compañía de Distribución Integral Logista S.A.U. |
Spain | Distribution of tobacco products in Spain C/ Trigo, 39 - Polígono Industrial Polvoranca, Leganés, Madrid, 28914, Spain |
50.0 |
| Congar International Corp (Delaware) |
United States of America |
Manufacturing and distribution of mass market cigars Road 14, Km. 72.2, Ave. Antonio R. Barcelo, Cayey, DE, PR 00736, USA |
81.6 |
| Connecticut Shade Corporation | United States of America |
Holding investments in subsidiary companies 714 Green Valley Road Greensboro, NC27408 USA |
81.6 |
| Consolidated Cigar Holdings Inc United States of (vii) |
America | Holding investments in subsidiary companies 714 Green Valley Road Greensboro, NC27408 USA |
81.6 |
| Cyberpoint, S.L.U. | Spain | Distribution of POS software Avenida de Europa No.2, Edificio Alcor Plaza/Ala Este Planta 4a - Modulo 3, Alcorcor, Madrid, 28922, Spain |
50.0 |
| Direct Products Inc (Inactive) | United States of America |
Holding investments in subsidiary companies 714 Green Valley Road Greensboro, NC27408 USA |
81.6 |
| Distribuidora de las Rias S.A. | Spain | Distribution of published materials and other products in Spain Avda. Cerezos, Parcela D-28, Polígono Industrial PO.CO.MA.CO , 15190 Mesoiro, La Coruña, Spain |
50.0 |
| Distribuidora del Este S.A.U. | Spain | Distribution of published materials and other products in Spain Felix Rodriguez de la Fuente, 11, Parque Epresarial de Elche, Alicante, Elche, 03203, Spain |
50.0 |
| Country of | % | ||
|---|---|---|---|
| Name | incorporation | Principal activity and registered address | owned |
| Distribuidora del Noroeste SL | Spain | Distribution of published materials and other products in Spain C/ Gandarón, 34, interior, Vigo, Pontevedra, 36214, |
50.0 |
| Spain | |||
| Dronas 2002, S.L.U. | Spain | Industrial parcel and express delivery service Energía, 25-29; Polígono Industrial Nordeste, Sant |
50.0 |
| Andreu de la Barca, Barcelona, 08740, Spain | |||
| Fontem US, LLC. | United States of America |
Sales and marketing of tobacco products in the US 714 Green Valley Road Greensboro, NC27408 USA |
81.6 |
| Imperial Tobacco EFKA Management GmbH |
Germany | Manufacture of tobacco products in Germany Max-Born-Straße 4, Hamburg, 22761, Germany |
99.7 |
| Imperial Tobacco Hellas S.A. | Greece | Sales and marketing of tobacco products in Greece 300 Klisthenous Str, 15344 Gerakas, Attikis, Athens, Greece |
ਰੇਰੇ 'ਤੇ |
| Imperial Tobacco Sales & Marketing LLC (i) |
Russia | Sales and marketing of tobacco products in Russia Degtjarnyi pereulok 4-1, 125009 Moskau, Russian Federation |
94.8 |
| Imperial Tobacco TKS a.d. (i) | Macedonia | Manufacture, marketing and distribution of tobacco products in Macedonia ul 11, Oktomvri 125, P O Box 37, 1000 Skopje, Macedonia |
99.1 |
| Imperial Tobacco TKS a.d. - Dege Kosove |
Republic of Kosovo Manufacture, marketing and distribution of tobacco products in Kosovo Rrafshi i Kosoves, Nr. 80 (Magjistralja M2: Prishtine- Shkup, km i 2-te Vetermik) Prishtine, Republic of Kosovo |
ਰੇਰੇ ਹੋ | |
| Imperial Tobacco US Holdings BV |
The Netherlands | Holding investments in subsidiary companies Slachtedijk 28a, 8501 ZA, Joure, Netherlands |
81.6 |
| Imprimerie Industrielle lvoirienne SA (1) |
Cote D'Ivoire | Printing company Zone Industrielle du Banco, Lots No 147-149-150, 01 BP 4124, Yopougon/Abdjan, Cote d'Ivoire |
78.7 |
| ITG Brands Holdco LLC | United States of America |
Holding investments in subsidiary companies 714, Green Valley Road, Greensboro, NC 27408, USA |
81.6 |
| Country of | % | ||
|---|---|---|---|
| Name | incorporation | Principal activity and registered address | owned |
| ITG Brands, LLC | United States of America |
Marketing and distribution of tobacco products in the USA |
81.6 |
| 714, Green Valley Road, Greensboro, NC 27408, USA | |||
| ITG Cigars Inc | United States of America |
Manufacture and sale of cigars in the USA 2601 Tampa East Blvd, Tampa Florida FL33619-8306, USA |
81.6 |
| ITG Holdings USA Inc ("v) | United States of America |
Holding investments in subsidiary companies 714, Green Valley Road, Greensboro, NC 27408, USA |
81.6 |
| La Mancha 2000, S.A.U. | Spain | Distribution services Av. de la Veguilla, 12-Nave A- Parcela S-120, Cabanillas del Campo, Guadalajara, 19171, Spain |
50.0 |
| Lao Tobacco Limited (i) | Laos | Manufacture and distribution of cigarettes in Laos KM 8, Thadeua Road, P O Box 181, Vientiane, Lao People's Democratic Republic |
53.0 |
| Logesta Deutschland Gmbh, Sociedad Unipersonal |
Germany | Long haul transportation in Germany Pilotystrasse, 4, 80538 München, Germany |
50.0 |
| Logesta France SARL | France | Long haul transportation in France Inmeuble Le Bristol, 27 Avenue des Murs du Parc, 94300 Vincennes, France |
50.0 |
| Logesta Gestión de Transporte S.A.U. |
Spain | Long haul transportation services in Spain C/ Trigo, 39 - Polígono Industrial Polvoranca, Leganés, Madrid, 28914, Spain |
50.0 |
| Logesta Italia, S.R.L. | ltaly | Long haul transportation in Italy Via Valadier, 37 - 00193 Roma, Italy |
50.0 |
| Logesta Lusa L.D.A. (1) | Portugal | Long haul transportation in Portugal Expanso da Area Industrial do Passil, Edificio Logista, Lote 1A, Palhava, Alcochete, Portugal |
50.0 |
| Logesta Polska Sp Zoo | Poland | Long haul transportation in Poland Aleje Jerozolimskie 133/32, 02/304 Varsovia, Poland |
50.0 |
| Logista France Holding S.A. | France | Holding investments in subsidiary companies Inmeuble Le Bristol, 27 Avenue des Murs du Parc, 94300 Vincennes, France |
50.0 |
| Logista France S.A.S. | France | Holding investments in subsidiary companies Inmeuble Le Bristol, 27 Avenue des Murs du Parc, 94300 Vincennes, France |
50.0 |
| Logista Italia Spa | Italy | Long haul transportation in Italy Via Valadier, 37 - 00193 Roma, Italy |
50.0 |
| Country of | % | ||
|---|---|---|---|
| Name | incorporation | Principal activity and registered address | owned |
| Logista Payments, S.L.U. | Spain | Provision of financial services C/ Trigo, 39 - Polígono Industrial Polvoranca, Leganés, Madrid, 28914, Spain |
50.0 |
| Logista Pharma Canarias, S.A.U. Spain | Pharmaceutical products logistics in Canary Islands C/ Entreríos Nave 3; Las Palmas de Gran Canaria, 35600, Spain |
50.0 | |
| Logista Pharma S.A.U. | Spain | Distribution of pharmaceuticals Felix Rodriguez de la Fuente, 11, Parque Epresarial de Elche, Alicante, Elche, 03203, Spain |
50.0 |
| Logista Promotion et Transport France S.A.S. |
Marketing and distribution of tobacco products in France Inmeuble Le Bristol, 27 Avenue des Murs du Parc, 94300 Vincennes, France |
50.0 | |
| Logista Regional de Publicaciones, S.A.U. |
Spain | Marketing, distribution and sale to points of sale in Spain. Poligono Industrial Polvoranca, Calle Trigo 39, Leganes, Madrid, Spain |
50.0 |
| Logista, Transportes, Transitários e Pharma, Lda., Sociedad Unipersonal |
Portugal | Industrial parcel delivery and pharmaceutical logistics in Portugal Expanso da Area Industrial do Passil, Edificio Logista, Lote 1A, Palhava, Alcochete, Portugal |
50.0 |
| Logista-Dis S.A.U. | Spain | Sale of tobacco products in Spain C/ Trigo, 39 - Polígono Industrial Polvoranca, Leganés, Madrid, 28914, Spain |
50.0 |
| MABUCIG Industries S.A. (1) | Burkina Faso | Manufacture of cigarettes in Burkina Faso No 55, Rue 19.14, , B.P. 94, Kodeni, - Bobo Dioulasso, Burkina Faso |
72.7 |
| MABUCIG (Manufacture Burkinabe de Cigarette) |
Burkina Faso | Manufacture of cigarettes in Burkina Faso Zone Industrielle de Bobo-Dioulasso, Secteur No 19, Rue 19.14 No adressage 55, B.P. 94 - Bobo Dioulasso, Burkina Faso |
72.7 |
| Macotab S.A.S. (Manufacture Corse des Tabacs) |
France, Bastia | Manufacture and sales of cigarettes Route Nationale 193, Furiani, 20600, France |
ਰੇਰੇ ਰੋ |
| Manufacture de Cigarettes du Tchad S.A.S. (1) |
Tchad | Manufacture and distribution of cigarettes in Chad 0502 rue 1039, Arrondissement 1, N'DJamena, Chad |
95.0 |
| Max Rohr, Inc | United States of America |
Trademark owner 300 Delaware Avenue, Ste. 1267, Wilmington, DE, 19801, USA |
81.6 |
| Midsid — Sociedade Portuguesa Portugal de Distribução, S.A.U. |
Wholesale of tobacco and other products Expanso da Area Industrial do Passil, Edificio Logista, Lote 1A, Palhava, Alcochete, Portugal |
50.0 |
| Country of | % | ||
|---|---|---|---|
| Name | incorporation | Principal activity and registered address | owned |
| MTOA SA (i) | Senegal | Manufacture and sales of cigarettes in Senegal Km 2-5 Bld du Centenaire de la commune de Dakar, Dakar, Senegal |
98.3 |
| NITAF Limited, IL (i) | Nigeria | In liquidation 28, Ground Floor, Ajasa Street, Off King George V Road, Onikan, Lagos, Nigeria |
50.0 |
| Promotora Vascongada de Distribuciones S.A.U. |
Spain | Distribution of published materials and other products in Biscay and Santander C/ Guipúzcoa, 5, Polígono Industrial Lezama Leguizamón, 48450 Echevarri, Vizcaya, Spain |
50.0 |
| Publicaciones y Libros S.A.U. | Spain | Publishing company Avenida de Europa No.2, Edificio Alcor Plaza/Ala Este Planta 4a - Modulo 3, Alcorcor, Madrid, 28922, Spain |
50.0 |
| S3T Pte Ltd (i) | Singapore | Holding investments in subsidiary companies 80 Robinson Road, #02-00, 068898, Singapore |
51.0 |
| SACIMEM SA (i) | Madagascar | Manufacture of cigarettes in Madagascar 110 Antsirabe - Madagascar, Route d'Ambositra, BP 128, Madagascar |
65.4 |
| SITAB Industries S.A. (i) | Cote D'Ivoire | Manufacture of cigarettes in Cote D'Ivoire Rue de l'Industrie - Lot No 19, 01 - BP 607, Bouake, Cote d'Ivoire |
75.8 |
| SITAR Holding S.A.S. | Island) | France (La Reunion Holding investments in subsidiary companies Z.I n2, B.P. 256, 97457 Saint Pierre, Ile de la Reunion, France |
99.0 |
| Société Africaine d'Impression Industrielle S.A. (i) |
Senegal | Manufacture and distribution of cigarettes in Senegal route de Bel Air - Km 2200, Dakar, Senegal |
99.8 |
| Société Allumettiere Française S.A.S. |
France | Manufacture and distribution of cigarettes Inmeuble Le Bristol, 27 Avenue des Murs du Parc, 94300 Vincennes, France |
50.0 |
| Société des Cigarettes Gabonaises S.A. (i) |
Gabon | In liquidation 2381 bld Léon MBA, BP 2175, Libreville, Gabon |
87.8 |
| Société Industrielle et Agricole du Tabac Tropical S.A. (1) |
Congo | Manufacture and distribution of cigarettes in Congo Avenue de la Pointe Hollandaise, Mpila, BP 50, Brazzaville, Congo |
89.7 |
| Country of | % | ||
|---|---|---|---|
| Name | incorporation | Principal activity and registered address | owned |
| Société Ivoirienne des Tabacs S.A. (i) (iii) |
Cote D'Ivoire | Manufacture and distribution of cigarettes in Cote D'Ivoire Cocody-Nord, Quartier Gendarmerie, TF 5937, 01 B.P. 724 Abidjan |
74.8 |
| Société Marocaine des Tabacs S.A. |
Morocco | Manufacture and distribution of cigarettes in Morocco 87 Rue Hamed El Figuigui , Casablanca, 20500, Morocco |
ਰੂਰ ਰ |
| (i) SOCTAM S.A. |
Madagascar | Manufacture and distribution of cigarettes in Mali 15 Rue Geoges V, Mahajanga, Madagascar |
50.5 |
| SOTCHADIS S.A.S. (i) | Chad | Non-trading 502 Rue 1039, BP 852, N'Djamena, Chad |
95.0 |
| Supergroup S.A.S. | France | Wholesale of tobacco products Inmeuble Le Bristol, 27 Avenue des Murs du Parc, 94300 Vincennes, France |
50.0 |
| Tabacalera Brands Inc | United States of America |
Trademark owner 103 Foulk Road, Suite 253, Wilmington, Delaware, 19803, USA |
81.6 |
| Tabacalera de Garcia Limited | Bermuda | Holding investments in subsidiary companies Claredon House, 2 Church Street, Hamilton, Bermuda |
81.6 |
| Terzia S.P.A. | Italy | Wholesale to tobacconists in Italy Via Valadier, 37 - 00193 Roma, Italy |
50.0 |
| Country of | % | ||
|---|---|---|---|
| Name | incorporation | Principal activity and registered address | owned |
| Alcome S.A.S. | France | Waste management | 24.0 |
| 88 avenue des Ternes, Paris, 75017, France | |||
| Athena IP | Germany | Davidoff cigarette trademark owner | 48.0 |
| Vermogensverwaltungs GmbH | Max-Born-Straße 4, Hamburg, 22761, Germany | ||
| Azur Finances SA | Cameroon | Holding investments in subsidiary companies | 20.0 |
| B.P 1105, Douala, Cameroon | |||
| Compañia Española de Tabaco Spain | Production and sale of raw tobacco | 20.8 | |
| en Rama SA (Cetarsa) (i) | Avenida de las Angustias, 20, 10300 Navalmoral de la | ||
| Mata, Cáceres, Spain. | |||
| Distribuidora de Ediciones | Spain | Distribution of published materials and other products | 35.0 |
| SADE, S.A. | in Spain | ||
| Calle B, esquina calle 4, s/n. Sector B, Polígono | |||
| Industrial Zona Franca, | |||
| 08040 Barcelona, Spain |
| Country of | % | ||
|---|---|---|---|
| Name | incorporation | Principal activity and registered address | owned |
| Distribuidora de Publicaciones del Sur, S.A. |
Spain | Distribution of published materials and other products Carretera de la Esclusa, S/N - Pariela 2, Modulo 4, Sevilla, 41011, Spain |
25.0 |
| Distribución de Publicaciones Siglo XXI, Guadalajara |
Spain | Distribution of published materials and other products in Spain Francisco Medina y Mendoza, 2, 19171 Cabanillas del Campo, Guadalajara, Spain |
40.0 |
| Distribuidora Valenciana de Ediciones S.A. |
Spain | Distribution of published materials and other products in Valencia Pedrapiquers, 5; Polígono Industrial Vara de Quart, 46014 Valencia. Spain |
25.0 |
| Entreprises des Tabacs en Guinée (i) |
Guinée Conakry | Dormant B.P 3391, Conakry, Guinea |
34.0 |
| Imperial Brands Holdings International B.V. |
The Netherlands | Provision of finance to other Group companies Slachtedijk 28a, 8501 ZA, Joure, Netherlands |
48.0 |
| Imperial Tobacco Germany Finance GmbH |
Germany | Holding investments in subsidiary companies Max-Born-Straße 4, Hamburg, 22761, Germany |
48.0 |
| Imperial Tobacco Holdings International B.V. |
The Netherlands | Provision of finance to other Group companies Slachtedijk 28a, 8501 ZA, Joure, Netherlands |
48.0 |
| Imperial Tobacco Kyrgyzstan IIC (i) |
Kyrgyzstan | Marketing and distribution of tobacco products in Kyrgyzstan 115, Ibraimov Street, 10th Floor, Business Center 'Asyl- Tash', Bishkek, 720021, Kyrgyzstan |
48.0 |
| Logista Libros S.L. | Spain | Distribution of books Avda. Castilla La Mancha, 2 - Naves 3-4 del Polígono Industrial La Quinta, Cabanillas del Campo, Guadalajara, Spain |
25.0 |
| Promotion et Distribution a Madagascar (i) |
Madagascar | Distribution of cigarettes in Madagascar Tour ZITAL Ankorondrano, Antananarivo, Madagascar |
33.4 |
| Reemtsma Cigarettenfabriken GmbH |
Germany | Manufacture and sale of tobacco products in Germany Max-Born-Straße 4, Hamburg, 22761, Germany |
48.0 |
| Reemtsma Kyrgyzstan OJSC (1) | Kyrgyzstan | In liquidation 249 Ibraimov Street, Bishkek, Kyrghyz Republic, |
47.9 |
| SITABAC S.A. | Cameroon | Manufacture and distribution of tobacco products in Cameroon 113 Rue Kitchener, 1067 Bonanjo, Douala, Cameroon |
16.5 |
| Country of | % | ||
|---|---|---|---|
| Name | incorporation | Principal activity and registered address | owned |
| Société Internationale des | Madagascar | Leaf processing | 47.9 |
| Tabacs Malgaches ™ | BP 270, 401 Mahajanga, Madagascar | ||
| Société Nationale des Tabacs et Mali | Manufacture and distribution of cigarettes in Mali | 28.0 | |
| Allumettes du Mali SA '''' | Route Sotuba - Z.I., BP 59, Bamako, Mali |
| Country of | 0% | ||
|---|---|---|---|
| Name | incorporation | Principal activity and registered address | owned |
| Compañía de Distribución Integral Logista S.A.U. y GTECH Global Lottery, S.L.U., U.T.E. |
Spain | Services and distribution C/ Trigo, 39 - Polígono Industrial Polvoranca, Leganés, Madrid, 28914, Spain |
25.0 |
| Global Horizon Ventures Limited |
Hong Kong | Sales and marketing of cigarettes in Asia Room 3907-08, 39th Floor, Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong |
50.0 |
| Intertab S.A. (i) | Switzerland | Holding investments in subsidiary companies Société Fiduciaire Suisse-Coopers & Lybrand S.A., Route de la Glâne 107, Villars-sur-Glâne, 1752, Switzerland |
50.0 |
| West Tobacco Pte Ltd (i) | Singapore | Dormant 50 Raffles Place #32-01, Singapore Land Tower, 048623, Singapore |
24.0 |
The Group also owns the following partnerships:
| The Uroup arso ownlo the Tonowing hartnerships. | Principal activity, registered address and principal place of | |
|---|---|---|
| Name | Country | business |
| Fabrica de Tabacos La Flor de | Honduras | Holding investments in subsidiary companies |
| Copan S de R.L. de CV | Registered address and principal place of business: Apartado | |
| Postal 209, Colonia Mejia-García, Santa Rosa de Copán, | ||
| Honduras | ||
| Imperial Tobacco (Efka) GmbH Germany | Manufacture of tubes in Germany | |
| & Co. KG | Registered address and principal place of business: Max-Born- | |
| Straße 4, Hamburg, 22761, Germany | ||
| lmperial Tobacco Kazakhstan LLP (i) |
Kazakhstan | Marketing and distribution of tobacco products in Kazakhstan Registered address and principal place of business: 3rd Floor, Prime Business Park, 100/2 Furmanov Str, Medeuskiy District, Almaty, 050000, Kazakhstan |
| ITG Brands Holdpartner LP | United States of America |
Marketing and sale of tobacco products in United States of America Registered address and principal place of business: 714 Green Valley Road, Greensboro, NC27408, United States of America |
The consolidated Group financial statements include all the subsidiary undertakings identified. All dormant UK entities have taken the exemption available to not have an audit of their financial statements.
Unless otherwise stated the entities are unlisted, have 1 type of ordinary share capital and a reporting period ending on 30 September each year.
The percentage of issued share capital held by the immediate parent and the effective voting rights of the Group are the same except for Imperial Tobacco Italia Srl where the entire share capital, and therefore 100 per cent of the voting rights, are held by a number of Group companies.
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