Annual / Quarterly Financial Statement • Oct 29, 2010
Annual / Quarterly Financial Statement
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PALMBOOMEN CULTUUR MAATSCHAPPIJ MOPOLI Naamloze Vennootschap (PALMERAIES DE MOPOLI) Société Anonyme
Registred office : 13, J.W. Frisolaan-2517 JS LA HAYE Headquarter : 2, Place du Champ de Mars-1050 BRUXELLES
98th FINANCIAL YEAR 2009/2010
General meeting of shareholders as at 15 December 2010
Mr. Hubert FABRI-President Mr Ph. De TRAUX-Director PF Représentation, represented by Mr Robert de THEUX Mr. Daniel HAAS, Director
Ernst & Young Accountants LLP, represented by Mr M. de Kimpe
| True and Fair View Statement | 4 |
|---|---|
| Directors' report | 5 |
| Consolidated accounts | 9 |
| Company accounts | 27 |
| Other information | 35 |
| Auditor's Report | 36 |
We hereby confirm to the best of our knowledge that the financial statements which has been prepared in accordance with IFRS gives a true and fair view of the assets, liabilities, financial position and profit or loss of Mopoli and that the directors' report gives a true and fair view of the important events and their impact on the financial statements, of major related parties' transactions and of the principal risks and uncertainties.
Brussels, 29th October 2010
Director, Director,
D. Haas, P. de Traux,
Presented to the Annual Ordinary General Meeting of Shareholders of 15 December 2010.
Directors have pleasure in submitting their report together with the audited financial statements for the year ended the 30th June 2010.
Mopoli NV is a holding company focused on tropical agro-industry.
During the year, the main source of income was the interests on cash deposits.
The financial year ended at 30 June 2010 with a profit of EUR 0.45 million compared to a profit of EUR 1.1 million for the previous financial year.
Socfinal, a holding company established under Luxembourg law, has a diversified share portfolio in the sector of tropical plantations.
At 30 June 2010, the net income reached EUR 18 million compared to EUR 19.7 million in June 2009. The accounts of Socfinal at 30 June 2010 are unaudited.
The unrealized capital gains on the portfolio were valued at EUR 261.7 million on 30 June 2010 compared to EUR 190.1 million on 30 June 2009.
Except exceptional events, the 2010 financial year is expected to end with earnings slightly higher than the previous financial year.
At 30 June 2010, the unrealized capital gain of Socfinal shares in the Mopoli NV portfolio is EUR 13.5 million (versus 10.6 million as at 30 June 2009).
At 30 June 2010, Mopoli Luxembourg, holding company, made a loss of EUR 0.07 million compared to a profit of EUR 0.1 million on 30 June 2009.
At 30 June 2010, the shareholder's equity reached EUR 6.0 million.
At year end, Mopoli Luxembourg unrealised capital gains in the Mopoli NV portfolio is EUR 5.5 million.
The consolidated financial statements include Mopoli NV and its subsidiary Mopoli Luxembourg, fully consolidated.
During the financial year, the consolidation perimeter was not modified.
At the closing date, the consolidated profit after taxes for the group is EUR 0.5 million, and comes mainly from:
The total consolidated equity is EUR 43 million against EUR 41.2 million a year ago.
The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:
There is no restriction on share transfer.
The Extraordinary General Meeting hold on the 10th June 2008 authorized the company to buy back its own shares with due observance of article 2:98 of the Dutch Civil code . Today, the company holds 5.105 ordinary and 201 founders shares.
None.
Directors are appointed, dismissed or suspended by the General Meeting of Shareholders. They are appointed for a mandate of six years. They can be reappointed.
Directors' remuneration is regulated by art. 12 of the articles of association standing that the Directors fee is equivalent of 10% of the distributed profit.
No director's remuneration will be paid in 2010-2011.
Nevertheless, directors receive an attendance fee of EUR 200 each per board meeting.
The company is a small holding company without employees. The only one activity at 30 June 2010 is the participation in two available-for-sale investments. The company has no routine business processes and no Supervisory Board. The Board of Directors is aware that the company does not comply with the Dutch Corporate Governance Code. However, the company has started a buy back of its own shares. At the end of the program, the Board will estimate how the Corporate Governance code is applicable and to what extent the Code can be implemented taking into account the size and nature of the company at that time.
As No Audit Committee as been instated, this is the Board of Directors which fulfils the task of this Audit Committee.
Mopoli NV is a holding company investing in agro industry project.
As investor in tropical agro business projects, the company has to deal with potential high risk. That is why the company is not investing directly in the projects but through well structured listed companies that have developed the know-how in that business and are design to manage the risk.
Litigation None
Credit risk is limited due to the nature of the company.
Prudent liquidity risk management implies maintaining cash available for investment opportunities. Mopoli NV manage cash and short term deposit according to the needs. Mopoli NV currently has no liquidity risk.
Beyond an entrepreneurial risk, there are no special risks that the company should have to confront.
Earnings will depend on the dividends collected from shares and remuneration of cash deposits.
In accordance with the statutory disposition regarding the affectation of result, the Board of Directors proposes the following suggestion for dividends:
If you approve this proposal, the dividends will be payable from 31 December 2010 at the desk of ING Luxembourg, Route d'Esch, 52 – 2965 Luxembourg
Brussels, 29th October 2010 MOPOLI BOARD OF DIRECTORS
CONSOLIDATED FINANCIAL STATEMENTS 9
| ASSETS | ||||
|---|---|---|---|---|
| (in thousands of Euro) | Notes | 30 June 2010 | 30 June 2009 | |
| NON-CURRENT ASSETS | 13.760 | 10.880 | ||
| I. | Available for sale investments | 2 | 13.760 | 10.880 |
| CURRENT ASSETS | 33.873 | 33.970 | ||
| II. | Trade and other receivables | 4 | 13 | 14 |
| III. | Cash and short-term deposits | 12 | 33.777 | 33.909 |
| IV. | Other current assets | 83 | 47 | |
| TOTAL ASSETS | 47.633 | 44.850 |
| (in thousands of Euro) Notes |
30 June 2010 | 30 June 2009 | ||
|---|---|---|---|---|
| Issued capital and reserves attributable to equity holders of the parent | 42.998 | 41.205 | ||
| I. | Share capital | 5 | 2 .314 | 2.314 |
| II. | Revaluation reserves | 5 | 8.926 | 7.025 |
| III. | Other reserves | 5 | 754 | 754 |
| IV. | Retained earnings | 5 | 34.006 | 33.552 |
| V. | Treasury Shares | 5 | -3.002 | -2.440 |
| NON CONTROLLING INTERESTS | 1 | 1 | ||
| EQUITY | 42.999 | 41.206 | ||
| NON-CURRENT LIABILITIES | 4.596 | 3.617 | ||
| V. | Deferred tax | 6 | 4.596 | 3.617 |
| VI. | Other long-term paya bles |
0 | 0 | |
| CURRENT LIABILITIES | 38 | 27 | ||
| VII. | Trade and other paya bles |
7 | 38 | 26 |
| VIII. | Other current liabilities | 0 | 1 | |
| TOTAL EQUITY AND LIABILITIES | 47.633 | 44.850 |
For the year-ended 30 June 2010
| (in thousands of Euro) | Notes | 30 June 2010 | 30 June 2009 | ||
|---|---|---|---|---|---|
| I. | Revenue | 576 | 544 | ||
| A. B. |
Dividends Other operating revenues |
576 0 |
544 0 |
||
| II. | Other operating expenses | -295 | -190 | ||
| A. | Other operating expenses | -295 | -190 | ||
| Operating profit | 8 | 281 | 354 | ||
| III. | Profit/Loss from non-current assets | 0 | 0 | ||
| IV. | Financial income | 9 | 177 | 799 | |
| V. | Financial expenses | 9 | -2 | -3 | |
| Profit before tax | 456 | 1.150 | |||
| VI. | Income tax expense | 10 | 0 | 0 | |
| Profit for the year | 456 | 1.150 | |||
| Other comprehensive income | 30 June 2010 | 30 June 2009 | |||
| Assets | Net(loss)/gain on available for-sale financial | 2 | 2.880 | -4.480 | |
| Deferred Taxes | 6 | -979 | 1.523 | ||
| year, net of tax | Other comprehensive income for the | 1.901 | -2.957 | ||
| year, net of tax | Total comprehensive income for the | 2.357 | -1.807 | ||
| Profit Attributable to : Equity holders of the parent Non controlling interest |
11 | 456 0 |
1.150 0 |
||
| Total comprehensive income attribuable to : Equity holders of the parent Non controlling interest |
2.357 0 |
-1.807 0 |
|||
| year) : | Earnings per share equity (holders of the parent for the | ||||
| Basic earnings per share Diluted earnings per share |
4.76 4.76 |
11.79 11.79 |
| (in thousands of Euro) | Notes | 30 June 2010 | 30 June 2009 |
|---|---|---|---|
| Cash flows from operating activities | 433 | -2.504 | |
| Profit for the year | 457 | 1.150 | |
| Capital gain on sale of available-for-sale invest ments |
0 | 0 | |
| Variation of trade and other receivables Variation of trade and other payables |
-35 11 |
35 -3.689 |
|
| Cash flows from investing activities | 0 | 0 | |
| Purchase of available-for-sale investments | 0 | 0 | |
| Sales of available-for-sale investments | 0 | 0 | |
| Cash flows from financing activities | -565 | -2.057 | |
| Dividends paid Purchase of treasury shares Other long-term payables |
-3 -562 0 |
-3 -2.054 0 |
|
| Net increase in cash and cash equivalents | -132 | -4.561 | |
| Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
33.909 33.777 |
38.470 33.909 |
|
| Actual Cah Movements during the year : |
Tax Paid : 2 (2008/2009 : 15) Bank interest received : 176 (2008/2009 : 660) Bank interest paid : 1 (2008/2009 : 3)
| (in thousands of Euro) | Number of Share |
Share capital I. |
Revalua tion re serves II. |
Other reserves (1) III. |
Retained earnings IV. |
Treasury Shares V. |
Share holders' equity |
Minority interest |
Total |
|---|---|---|---|---|---|---|---|---|---|
| As at 30th June 2008 | 100.100 | 2.314 | 9.982 | 754 | 32.406 | -385 | 45.071 | 1 | 45.072 |
| Net income/(expenses) recog nised directly in equity |
-2.957 | -2.957 | -2.957 | ||||||
| Profit for the year | 1.150 | 1.150 | 1.150 | ||||||
| Total comprehensive Income for the year |
-2.957 | 1.150 | 1.807 | 1.807 | |||||
| Dividends Treasury Shares |
-3 | -2.055 | -3 -2.055 |
-3 -2.055 |
|||||
| As at 30th June 2009 | 100.100 | 2.314 | 7.025 | 754 | 33.553 | -2.440 | 41.206 | 1 | 41.207 |
| Total income and expense for the year recognised directly in equity |
1.901 | 1.901 | 1.901 | ||||||
| Profit for the year | 456 | 456 | 456 | ||||||
| Total comprehensive income for the year |
1.901 | 456 | 2.357 | 2.357 | |||||
| Dividends Treasury shares |
-3 | -562 | -3 -562 |
-3 -562 |
|||||
| As at 30th June 2010 See Note 5 for details on re |
100.100 | 2.314 | 8.926 | 754 | 34.006 | -3.002 | 42.998 | 1 | 42.999 |
valuation reserves, other reserves and retained earnings
Palmboomen Cultuur Maatschappij NV (here after referred to as Mopoli) is a public limited company governed by Dutch law, subject to all legislative texts applicable to commercial companies in the Netherlands. Its registered offices are located at 13, J.W. Frisolaan, 2517 JS the Hague, and its administrative headquarters are located at 2, Place du Champ de Mars, 1050 Ixelles. The company is listed on Euronext Brussels.
Mopoli NV is a holding company investing in agro industry project.
In application of European Regulation no. 1606/2002 of 19 July 2002 on International Accounting Standards, the consolidated accounts of the Group for the 2009-2010 financial period are draw up in conformity with IFRS (International Financial Reporting Standards) as adopted by the European Union. This reference system includes the International Accounting Standards and interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC) and its predecessor, the Standard Interpretation Committee (SIC).
The consolidated financial statements have been prepared on a historical cost basis, except for availablefor-sale investments that have been measured at fair-value.
The board of Directors have authorised the consolidated financial statement for issue on In conformity with article 402, Book 2 of the Dutch Civil Code, a condensed statement of income is included in the Mopoli N.V. accounts.
The consolidated financial statements comprise the financial statements of Mopoli NV and its subsidiary as at 30 June each year.
Subsidiaries are fully consolidated from the date of acquisition being the date on which the Group obtains control and continues to be consolidated until such control ceases. The financial statements of the subsidiaries are prepared using the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.
Non controlling interests represent the portion of profit and loss not held by the Group and are presented separately in the income statement and within equity in the consolidated balance sheet, separately from parent shareholders' equity.
The companies over which the Group exercises a notable influence are accounted for by equity method.
None other than the impact of IAS1 Revised on the disclosure notes.
In the process of applying the group's accounting policies, management may have to use its judgements and made estimates in determining amounts recognised in the financial statements.
The Group has accumulated net notional interest deductions at June 30, 2010 useable to offset future taxable profits in Belgium for K€ 1.104 expiring partly in 2015 and partly 2016. The company has not recognized deferred tax assets in relation to these amounts. The valuation of this asset depends on a number of judgmental assumptions regarding the future probable taxable profits before expiration date of the unused tax deductions. These estimates are made prudently in the limit of the best current knowledge. Where circumstances should change and the final tax outcome would be different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax assets in the period in which such determination is made.
Management is of the opinion that they will not generate future taxable profits that will enable to use the unused deductions within the expiration deadline.
As investor in tropical agro business projects, the company has to deal with potential high risk. That is why the company is not investing directly in the projects but through well structured listed companies that have developed the know-how in that business and are design to manage the risk.
Litigation None
Credit risk is limited due to the nature of the company
Prudent liquidity risk management implies maintaining cash available for investment opportunities. Mopoli NV manage cash and short term deposit according to the needs. Mopoli NV currently has no liquidity risk
The reporting currency of the financial statements is the Euro. The working currency of foreign operations is the local currency. The functioning currency is the Euro.
Interest revenue is recognised as interest accrues using the effective interest rate.
Dividends from investment are accounted upon establishment of the right of the shareholders to receive payment.
The cost includes the interest charged on the debt as well as the income received on cash investments, I applicable, the Group applies the IFRS standards related to borrowing costs.
The Group calculates current taxes on income in compliance with the applicable tax legislation. According to IAS 12 standard "Income Taxes", any temporary difference between the accounting values of the assets and liabilities and their taxes bases will give rise to the computation of a deferred tax, according to the variable carry-forward method, using the tax rate adopted, or substantively-adopted, at balance sheet date. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available. This assessment is made annually.
Available-for-sale financial investments are those which are designated as such or do not qualify to be classified as designated at fair value through profit or loss, held to maturity or loans and advances. They include shares in non-consolidated companies.
Initial value of assets is measured at cost, i.e., generally, at acquisition cost, plus transaction costs.
The fair value of shares in listed companies is the stock exchange price as at balance sheet date while the fair value of the shares of non listed companies is based in generally accepted valuation models like discounted cash flow.
Unrealised variations in fair value are recognised directly in equity. When the shares are disposed, the cumulative gains and losses are transferred from equity to the income statement.
If the fair value cannot be reliably determined, the shares are entered at their purchase price. In the event of an objective indication of durable depreciation, an irreversible loss of value is noted against the results.
A Financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when :
the rights to receive cash flow the asset have expired;
the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or
the Group has transferred its right to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset and has neither transferred substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group's continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Trade and other accounts payable are current financial assets initially recognized at fair value; this generally corresponds to the nominal value, in the absence of a significant discounting effect. Upon each closing, the accounts payable are appraised at amortized cost, minus any losses in value taking account of any possible risk of non-collection.
Cash and cash-equivalents consist of cash in hand, bank balances and short-term deposits in money market instruments. These investments, with maturities less than three months, are easily convertible into cash, and are subject to negligible risks of changes in value and risks of nontransferability.
No segment reporting is disclosed, since the business segment is the same for all the companies in the Group, i.e., finance, and since the geographical segment is identical as well (Belgian).
Deferred tax liabilities reflect the net tax effect of timing differences between the carrying amounts of the customer bases for financial reporting purposes and the amounts used for income tax purposes.
Deferred income tax liabilities are measured at the tax rates that are expected to apply to the year when the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
The cash flow statement is prepared by using the indirect method. The cash flow statement distinguishes operating, investing and financing activities. When applicable, cash flows in foreign currencies are converted at the average rates during the reporting period. Currency exchange differences are separately presented. Payments and receipts of corporate taxes as well as financial income (dividend, interest) and expenses are included in cash flows from operating activities. Cash flows resulting from acquisitions/divestures of financial interests in group companies and subsidiaries are included in cash flows from investments activities, net of cash acquired. Dividend paid are part of the cash flow from financing activities.
Own equity instruments which are reacquired (treasury shares) are deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group's own equity instruments.
The following IFRS Standards and IFRIC Interpretations and improvements which have been issued but not yet effective have not been applied :
IFRS 1 : Additional Exemptions to First-time Adopters (Amendments) – effective after 1 January 2010
IFRS 1 : Limited Exemption from Comparative IFRS 7 Disclosures (Amendments) – effective after 1 July 2010
IFRS 2 : Group Cash-settled Share-based Payment Transactions (Amendments) – effective after 1 January 2010
IFRS 5 : Non Current Assets Held for Sale and Discontinued Operations (Improvements) – effective after 1 January 2010
IFRS 8 : Operating Segments (Improvements)– effective after 1 January 2010
IFRS 9 : Financial Instruments : Classification and Measurement : not yet approved by UE
IAS 7 : Cash Flow Statements (Improvements) – effective after 1 January 2010
IAS 17 : Leases (Improvements) – effective after 1 January 2010
IAS 24 : Related Party Disclosures (Revised) : effective after 1 January 2011
IAS 32 : Financial Instrument (Amendments) : Presentation – Classification of Rights Issues – effective after 1 February 2010
IAS 36 : Impairment of Assets (Improvements) – effective after 1 January 2010
IAS 39 : Financial Instrument : Recognition and Measurement (Improvements) – effective after 1 January 2010
IFRIC 8 : Amendments to IFRS 2 Group : Cash-settled Share-based Payment Transactions (Amendments) – effective after 1 January 2010
IFRIC 11 : Group and Treasury Share Transactions (Amendments) - Amendments to IFRS 2 Group : Cash-settled Share-based Payment Transactions – effective after 1 January 2010
IFRIC 14 : Prepayments of a Minimum Funding Requirement (Amendments) – effective after 1 January 2011
IFRIC 19 : Extinguishing Financial Liabilities with Equity Instruments – effective after 1 July 2010
The impact of these Standards is expected to be limited to the disclosure notes to the financial statements.
The following IFRIC interpretations which have been issued and effective have no impact on the Group's financial statements :
IFRIC 14—The limit on a defined benefit asset, minimum funding requirements and their interaction IFRIC 16—Hedges of a net investment in a foreign operation
IFRS 8—Operating segments – The company is operating in only one segment.
IAS 23—Borrowing costs
IFRS 2—Share-based payments : vesting conditions and cancellations
IAS 32—Financial instruments : Presentation and IAS 1 Presentation of financial statements— Puttable financial instruments and obligations arising on liquidation
IFRIC 15—Agreements for the construction of real estate
IFRS 3R—Business Combinations
IAS 27R— consolidated and separate financial statements
IAS 39—Financial instruments : recognition and measurement—Eligible hedged items
IFRS 7—Financial Instruments : Disclosures (Amendments)
IFRS 1—First-Time adoption of IFRS (Amendments)
IAS 27—Consolidated and separate financial statements (Amendments)
IFRIC 9—Reassessment of embedded Derivatives
IAS 39—Financial instrument: Recognition and measurement
IFRIC 17—Distribution of non-cash assets to owners
IFRIC 18—Transfers of assets from customers
Following IFRS standards have been issued and have the following impact :.
IAS 1 : The Group applies the revised IAS 1. The revised standard distinguishes between changes in equity arising from owner transactions and changes in equity arising from non-owner transactions. The standard also introduces a statement of comprehensive income, with the option of showing all income and expense either in a single statement or in two related statements. The Group has chosen to publish a single statement. Comparative information has been restated to comply with the revised standard. This change in accounting method affects only presentation and has no impact on earnings per share.
Financial Fixed Assets
| 2010 | 2009 | |||
|---|---|---|---|---|
| Number of Shares |
% | Number of Shares |
% | |
| Subsidiaries (included in consollidated financial statements) |
||||
| MOPOLI Luxembourg S.A. HOLDING | 19.997 | 99,99 | 19.997 | 99,99 |
| Other Financial fixed assets | ||||
| SOCFINAL S.A. HOLDING | 32.000 | 4,49 | 32.000 | 4,49 |
(in thousands of Euro) Available- for-sale investments
| As at 30 June 2008 | 15.360 |
|---|---|
| Sales | 0 |
| Acquisitions | 0 |
| Fair value adjustment | -4.480 |
| As at 30 June 2009 | 10.880 |
| Sales | 0 |
| Acquisitions | 0 |
| Fair value adjustment | 2.880 |
| As at 30 June 2010 | 13.760 |
| Evaluation at cost (historical) |
Evaluation at fair value |
|||
|---|---|---|---|---|
| (in thousands of Euro) | 30 June 2010 |
30 June 2009 |
30 June 2010 |
30 June 2009 |
| Available-for-sale investments | ||||
| Shares | 238 | 238 | 13.760 | 10.880 |
| Other current financial assets | ||||
| Trade and other receivables | 13 | 14 | 13 | 14 |
Available-for-sale investments are invested in shares listed on regulated European markets and may be subject to large and/or sudden variation of price. In 2010, the only shares held are Socfinal shares (listed and quoted).
| Name | Business seg ment |
Country of incorporation |
Proportion of ownership interest |
Proportion of voting power held |
Closing date of the finan cial state |
|---|---|---|---|---|---|
| Mopoli Luxembourg | Finance | Luxembourg | 99,99% | 99.99% | 31/12/2009 |
| Note 4 : Trade and other receivables | |||||
| (in thousands of Euro) | 30 June 2010 | 30 June 2009 | |||
| Trade Pre-Paid Taxes |
0 13 |
0 14 |
|||
| Total of trade and other receivables | 13 | 14 | |||
| Trade and other receivables whose recovery is awaited 1 year at the most |
13 | 14 | |||
| Trade and other receivables whose recovery is awaited be tween 1 and 5 years |
0 | 0 | |||
| Trade and other receivables whose recovery is awaited at more than 5 years |
0 | 0 | |||
| Note 5 : Equity (In units) |
Ordinary shares | ||||
| Number of shares as at 30 June 2008 | 100 100 | ||||
| Changes during the year | 0 | ||||
| Number of shares as at 30 June 2008 | 100 100 | ||||
| Changes during the year | 0 | ||||
| Number of shares as at 30 June 2009 | 100 100 | ||||
| Number of ordinary shares issued, fully paid, without nominal value | 100 100 |
The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:
100,000: Common shares of a nominal value of Nlg 50 (EUR 22.69) (listed on Euronext Brussels)
100: Preferred stock of a nominal value of Nlg 1,000 (EUR 453.78) (not listed on Euronext Brussels)
2,400: Founders' shares with no nominal value. (listed on Euronext Brussels)
At year end, the company owned 5.105 (2009 : 3.354) of its own common shares, and 201 (2009 : 194) of its founders shares.
| 30 June 2010 | 30 June 2009 | |
|---|---|---|
| Revaluation reserves - Available-for-sale investments | 8.926 | 7.025 |
| Total of revaluation reserves | 8.926 | 7.025 |
| Statutory reserves (not distributable) | 231 | 231 |
| Other reserves (distributable) | 523 | 523 |
| Total of the other reserves | 754 | 754 |
The extraordinary general meeting as at 10th June 2008 authorised the company to acquire its own shares. A the end of the year, 201 founder's shares and 5.105 have been bought back for a total of 3.0 million euros, deducted from the Shareholder's equity.
| (in thousands of Euro) | ||
|---|---|---|
| Retained earnings at 30 June 2008 | 32.406 | |
| Profit of the year | 1.150 | |
| Dividends | -3 | |
| Retained earnings at 30 June 2009 | 33.553 | |
| Profit of the year | 456 | |
| Dividends | -3 | |
| Retained earnings at 30 June 2010 | 34.006 | |
| Note 6 : Deferred tax | ||
| (in thousands of Euro) | 30 June 2010 30 June 2009 | |
| As at 1 July | 3.617 | 5.140 |
| Revaluation of available-for-sale investments | 979 | -1.523 |
| As at 30 June | 4.596 | 3.617 |
|---|---|---|
| The Deduction for Notional Interest unused is 98.900 Euros for previous year (Expiry date : | ||
| 31/12/2015) and 276.965 euros for current year (expiration date : 31/12/2016) |
These deferred tax assets on unused notional interest deductions have not been recognised as management estimates that they will not be able to use those assets before they expire.
| (in thousands of Euro) | 30 June 2010 | 30 June 2009 |
|---|---|---|
| Trade | 38 | 26 |
| Other payables | 0 | 0 |
| Total of Trade and other payables | 38 | 26 |
| Trade and other payables whose recovery is awaited 1 year at the most |
38 | 26 |
| Trade and other payables whose recovery is awaited between 1 and 5 years |
0 | 0 |
| Trade and other payables whose recovery is awaited at more than 5 years |
0 | 0 |
| Note 8 : Operating profit | ||
| (in thousands of Euro) | 30 June 2010 | 30 June 2009 |
| Other operating income (Dividends) | 576 | 544 |
| Other operating revenues | 0 | 0 |
| Administrative expenses | -295 | -190 |
| Other operating expenses | 0 | 0 |
| Operating profit | 281 | 354 |
| Direct operating expenses whose result from the rental reve nues |
0 | 0 |
| Direct operating expenses whose not result from the rental revenues |
0 | 0 |
| Note 9 : Finance profit | ||
| (in thousands of Euro) | 30 June 2010 | 30 June 2009 |
| Other financial costs | -2 | -3 |
| Total of financial costs | -2 | -3 |
| Interests | 177 | 799 |
| Other financial revenue | 177 | 799 |
| Financial income | 175 | 796 |
| Income tax expense | 0 | 0 | |
|---|---|---|---|
| Adjustment related to previous year tax assesment | 0 | -391 | |
| Deduction for Notional Interest | -155 | 0 | |
| Non-deductible expenses | 0 | 0 | |
| Revenue exempt from tax | 0 | 0 | |
| Tax at the applicable local rate | 33,99% | 155 | 391 |
| Applicable local rate | 33,99% | 33,99% | |
| Profit before tax | 456 | 1.150 | |
| Income tax | 0 | 0 | |
| Net income attributable to equity holders of the parent | 456 | 1.150 | |
| Reconciliation of income tax expense | |||
| Income tax expense | 0 | 0 | |
| Current income tax | 0 | 0 | |
| (in thousands of Euro) | 30 June 2010 | 30 June 2009 | |
| Components of income tax |
The Deduction for Notional Interest unused is 98.900 Euros for previous year (Expiry date : 31/12/2015) and 276.965 Euros for current year (Expiry date : 31/12/2016)
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
The group did not issued any financing instrument requiring to disclose a diluted earnings per share.
| Net profit per share (in Euro) | 4.76 | 11.79 |
|---|---|---|
| Net profit from discontinued operations per share (in Euro) | 0,00 | 0,00 |
| Net profit from continuing operations per share (in Euro) | 4.76 | 11.79 |
| Weighted average number of ordinary shares | 95.886,92 | 97.499,76 |
| Net profit Denominator |
456 | 1.150 |
| Net profit from discontinued operations | 0 | 0 |
| Net profit from continuing operations | 456 | 1.150 |
| (in thousands of Euro, attributable to equity holders of the parent) Numerator |
30 June 2010 | 30 June 2009 |
Cash and cash-equivalents consist of cash in hand, bank balances and short-term deposits in money market instruments.
| (in thousands of Euro) | 30 June 2010 | 30 June 2009 |
|---|---|---|
| Cash at banks and in hand | 794 | 494 |
| Short-term deposits | 32.983 | 33.415 |
| Cash and cash equivalents | 33.777 | 33.909 |
| (in thousands of Euro) | 30 June 2010 | 30 June 2009 |
|---|---|---|
| Attendance fees (1) | 3 | 5 |
| Other payable remunerations | 87 | 0 |
(1) Amount actually paid to the Directors during the year
According to a declaration of participation (25 February 1992) Geselfina holds 76% of ordinary shares and 59% of the privilege shares of Mopoli.
The group paid an amount of € 72.600 for administrative assistance to Centrages in which it has a indirect share interest of 2.2%. All administrative and accounting services are provided by Centrages.
| Total of rights and commitments received | 0 | 0 |
|---|---|---|
| Received warrantees | 0 | 0 |
| 7 | 7 | |
| Statutory deposits | 7 | 7 |
| (in thousands of Euro) | 30 June 2010 | 30 June 2009 |
Note 15 : Subsequent events
None
(In thousands of Euros)
| Notes | 2010 | 2009 | |
|---|---|---|---|
| NON-CURRENT ASSETS | 19.744 | 16.929 | |
| Financial fixed assets | 19 | 19.744 | 16.929 |
| CURRENT ASSETS | 27.889 | 27.919 | |
| Pre-paid taxes | 13 | 14 | |
| Cash and short-term deposits | 22 | 27.793 | 27.858 |
| Other current assets | 21 | 83 | 47 |
| TOTAL ASSETS | 47.633 | 44.848 | |
| (In thousands of Euros) | |||
| LIABILITIES | 2010 | 2009 | |
| SHAREHOLDERS' EQUITY | 42.998 | 41.205 | |
| Share capital | 24 | 2.314 | 2.314 |
| Revaluation reserves | 25 | 8.926 | 7.025 |
| Statutory reserve | 25 | 231 | 231 |
| Other reserves | 25 | -2.479 | -1.917 |
| Result for the year | 23 | 457 | 1.150 |
| Retained earnings | 23 | 33.549 | 32.402 |
| PROVISIONS | 4.596 | 3.617 | |
| Deferred taxes | 6 | 4.596 | 3.617 |
| CURRENT LIABILITIES | 39 | 26 | |
| Other debts | 26 | 39 | 26 |
| Dividends and shares to pay | 0 | 0 | |
| Other current liabilities | 0 | 0 | |
| TOTAL EQUITY AND LIABILITIES | 47.633 | 44.848 |
(In thousands of Euros)
| 2010 | 2009 | |
|---|---|---|
| Income from participations in group companies after taxes | -66 | 131 |
| Other income after taxes | 523 | 1.019 |
| Net income | 457 | 1.150 |
Unless stated otherwise, all amounts are in thousands of euro.
The company only financial statements are prepared in accordance with accounting principles generally accepted in the Netherlands (NL GAAP).
The accounting policies used, are the same as those used in the consolidated financial statements in accordance with article 362-8 of book 2 of the Dutch Civil Code. Whereby, Investments in subsidiaries are accounted for at net assets value in accordance with the equity method.
In conformity with article 402, Book 2 of the Dutch Civil Code, a condensed statement of income is included in the Mopoli N.V. accounts.
None
The changes in financial fixed assets are as follows :
| Other Financial | ||||
|---|---|---|---|---|
| Subsidiaries | Fixed Assets | Totaal | ||
| Balance 30 June 2008 | 5.919 | 15.360 | 21.279 | |
| Result from participations | 131 | 131 | ||
| Disposal (sale) | ||||
| Acquisition | ||||
| Fair value adjustment | -4.480 | -4.480 | ||
| Balance 30 June 2009 | 6.050 | 10.880 | 16.930 | |
| Result from participation Disposal (sale) |
-66 | -66 | ||
| Acquisition | ||||
| Fair value adjustment | 2.880 | 2.880 | ||
| Balance 30 June 2010 | 5.984 | 13.760 | 19.744 |
| Shares valued at cost are listed below: | 2010 | 2009 | ||
|---|---|---|---|---|
| Number of shares |
% | Number of shares |
% | |
| Subsidiaries (included in consolidated fi nancial statements) |
||||
| MOPOLI Luxembourg S.A. HOLDING | 19.997 | 99,99 | 19.997 | 99,99 |
| Other financial fixed assets | ||||
| SOCFINAL S.A. HOLDING | 32.000 | 4,49 | 32.000 | 4,49 |
All amounts mentioned above concern the financial corporations that have a portfolio made up in large part of "Plantations", "Real estate and finance" and "holdings" sector shares.
All other current assets are expected to be settled within one year after balance sheet date.
No restrictions exist on cash.
| (in thousands of Euro) | Number of Share |
Share capital I. |
Revalua tion re serves II. |
Other re serves (1) III. |
Retained earnings IV. Total |
|
|---|---|---|---|---|---|---|
| As at 30th June 2008 | 100.100 | 2.314 | 9.982 | 369 | 32.405 | 45.070 |
| Fair value adjustment on available-for-sale investments |
||||||
| Fair value adjustment on | -4.480 | -4.480 | ||||
| available-for-sale investments Deferred tax |
1.523 | 1.523 | ||||
| Total Income and expense for the year recognised directly in equity |
-2.957 | -2.957 | ||||
| Result for the year | 1.150 | 1.150 | ||||
| Total Income and expense for the year |
-2.957 | 1.150 | -1.807 | |||
| Dividends Treasury Shares |
-2.055 | -3 | -3 -2.055 |
|||
| As at 30th June 2009 | 100.100 | 2.314 | 7.025 | -1.686 | 33.552 | 41.205 |
| Fair value adjustment on available-for-sale investments (sales) |
||||||
| Fair value adjustment on available-for-sale investments |
2.880 | 2.880 | ||||
| Deferred tax | -979 | -979 | ||||
| Total income and expense for the year recognised directly in equity |
1.901 | 1.901 | ||||
| Profit for the year | 457 | 457 | ||||
| Total income and expense for the year |
1.901 | 457 | 2.358 | |||
| Dividends | -3 | -3 | ||||
| Treasury shares | -562 | -562 | ||||
| As at 30th June 2010 | 100.100 | 2.314 | 8.926 | -2.248 | 34.006 | 42.998 |
| See Note 5 for details on re valuation reserves, other re |
serves and retained earnings
The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:
| Total of the other reserves | -2.248 | -1.686 |
|---|---|---|
| Other reserves (distributable) | -2.479 | -1.917 |
| Statutory reserves (not distributable) | 231 | 231 |
| Total of revaluation reserves | 8.926 | 7.025 |
| Revaluation reserves - Available-for-sale investments | 8.926 | 7.025 |
| 30 June 2010 | 30 June 2009 |
By resolution of the extraordinary general meeting on 10 June 2008, the management board was authorised to purchase treasury shares. Altogether, 1.758 treasury shares were purchased in the financial year. Mopoli held 201founders shares and 5.105 ordinary shares as of 30 June 2010 for a total of 3, million euros, deducted from the Other reserves.
| (in thousands of Euro) | 30 June 2010 | 30 June 2009 |
|---|---|---|
| Trade | 39 | 26 |
| Other payables | 0 | 0 |
| Total of Trade and other payables | 39 | 26 |
| Trade and other payables whose recovery is awaited 1 year at the most |
39 | 26 |
| Trade and other payables whose recovery is awaited between 1 and 5 years |
0 | 0 |
| Trade and other payables whose recovery is awaited at more than 5 years |
0 | 0 |
The company does not have any employees (2009: 0). Directors get an attendance fee of 200 Euros per meeting. (Two meetings during the year) Directors' fee is regulated in the article of incorporation related to distribution of result.
Refer to note 11 in consolidated account
(In Euro)
| 2010 | 2009 | |
|---|---|---|
| Ernst & Young Accountants LLP (Netherlands) (VAT included) | 10.115 | 10.285 |
| These fees solely relate to the audit of the consolidated and company financial statements. | ||
| 2010 | 2009 | |
| Ernst & Young Belastingadviseurs LLP (Netherlands) (VAT Included) | 1.606 | 0 |
| These fees solely relate to support for the Dutch corporate income tax returns. | ||
| Note 30 : CONTINGENCIES | ||
| 2010 | 2009 | |
| Statutory deposits | 7 | 7 |
| 7 | 7 | |
| Received warrantees | 0 | 0 |
| Total of rights and commitments received | 0 | 0 |
The Hague, 29th October 2010,
BOARD OF DIRECTORS
M. Hubert FABRI-President
Mr Ph. De TRAUX-Director
PF Représentation, represented by Mr Robert de THEUX
Mr Daniel HAAS, Director,
The Meeting, under article 14, decides what amortisations to apply.
After deducting amortisations, preferred shareholders will receive a first dividend corresponding to 7% of the amount cleared from their shares, overestimated by the amounts that could only have been attributed to up to 7% for a given preceding year. The dividend attributed per year to these preferred shares will never exceed 7%.
Of the amount after this distribution to preferred shareholders, it will, if possible:
a) be allocated 5% for the forming and maintenance of a reserve fund. This deduction ends when the reserve funds reach one tenth of the social capital.
b) be allocated for as long as needed, some amount to be distributed up to 5% of the interest on the amounts cleared from ordinary shares.
10% to the Board of Directors 40% to founders' shareholders 50% to ordinary shareholders
However, the Ordinary Annual Meeting of Shareholders can decide upon request of the Board of Directors that the 50% intended for ordinary shareholders will be fully or partially transferred to a special account or will be allocated to a special reserve.
The Annual Meeting of Shareholders determines the date on which the dividends will be paid.
The dividends that are not claimed five years after going into payment return to the company and are credited to the income statement.
If it appears over several years that the income statement shows a loss and if this cannot be attributed to a reserve or written off in another way, there will be no distribution profit over the following years for as long as this loss continues.
The Board of Directors submits the following proposal for the distribution of income and attribution of dividends to the approval of the General Meeting for Shareholders in accordance with article 12 of the Articles of Association.
| EUR | |
|---|---|
| Net result of the financial | 457 |
| Profit brought forward | 33.552 |
| Profit to be distributed | 34.009 |
| First : | |
| Dividend to preferred shares | 3 |
| Transferred to profit carried forward | 34.006 |
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