Annual Report • Nov 20, 2018
Annual Report
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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
105th FINANCIAL YEAR 2017/2018
General meeting of shareholders as at 18th December 2018
Mr Hubert FABRI, President Mr Philippe de TRAUX, Director AFICO, represented by Mr Luc BOEDT Mr Daniel HAAS, Director
PUBLIC ACCOUNTANT
Baker Tilly Berk N.V., represented by Mr Jeroen Spiekker
| Directors' report | 4 |
|---|---|
| IFRS financial statements | 9 |
| Other information | 29 |
| Independent Auditor's Report | 30 |
To be presented to the Annual Ordinary General Meeting of Shareholders of 18 December 2018.
Directors have pleasure in submitting their report together with the audited financial statements for the year ended the 30th June 2018.
Mopoli is a holding company with its main activity is currently granting several loans in related companies. The company is listed on the Belgium stock exchange.
The general meeting of shareholders has authorized the company to buy back its own shares. This program has been active for several years, however the availability of shares is limited. The strategy of the company remains to buy back their own shares in case any shares are offered to the market.
Last year, Mopoli has sold its investment in Socfin shares. It has an outstanding loan to Socfinaf and Afico and a new loan granted to Socfin.
As such, management recognizes that the main risk is credit risk regarding the recoverability of the loans.
For this risk, management is willing to accept the risk and does not hedge or mitigate these factors.
No formal risk procedures are implemented to mitigate the identified risks.
At the closing date, the profit after taxes is EUR 0.5 million, and comes mainly from:
The total equity is EUR 54 million against EUR 54 million a year ago.
As of 30 June 2018 the Company is highly solvent as equity far exceeds the company's liabilities. The cash flow for this year has been positive. Furthermore the liquidity position of the company is good and has proven to be stable. As such, the Company does not expect any need to obtain external financing in the coming year.
All funds are deposit to ING Bank. The creditworthiness of the bank is verified through the evaluations of credit rating agencies.
The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:
There is no restriction on share transfer. The voting rights attached to the common and the preferred shares can only be executed by the shareholders during the general meeting for shareholders.
Notification of shareholding:
Due to the reporting obligation of substantial holdings, as of 30 June 2018, the following registrations were reported to the AFM:
| Shareholders | Number of shares |
Percentage held |
Voting rights |
Date of notification |
|---|---|---|---|---|
| AFICO SA L-1650 Luxembourg |
6,809 | 6.68% | 6.80% | 05/14/2007 |
| GESELFINA SA FL-9490 Vaduz |
76,536 | 76.13% | 76.46% | 25/02/1992 |
The Extraordinary General Meeting held 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. A fourth renewal was approved by the General Meeting on 19th December 2017 for 18 months from 10th June 2017.
Today, the company holds 5,904 common and 219 founder 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.
The board only consists of male members. For any new appointing of board members, this balance will be taken into account, but the quality of the board members prevails over the sex of these members.
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 2018-2019.
Composition of the board of directors:
| Name | First nomination | End of mandate |
|---|---|---|
| Hubert Fabri | AGM 1998 | AGM 2022 |
| Philippe de Traux | AGM 2001 | AGM 2020 |
| Daniel Haas | AGM 2008 | AGM 2020 |
| AFICO represented by Luc Boedt | AGM 2014 | AGM 2021 |
The General Meeting of Shareholders by a majority of two thirds of the votes has the right to change the statutory requirements.
The company is a small holding company without employees. The only activity at 30 June 2018 is the cash loan to Socfinaf, Afico and Socfin.
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.
There is no audit committee or other oversight board implemented.
Mopoli is a holding company investing in agro industry projects.
The purpose of the company is the exploitation of palm oil and rubber oil, either directly or indirectly. This is a sector of risk and we do not have the skills and knowledge to achieve that goal as an operating company.
The current policy is therefore to invest indirectly in this sector.
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 designed to manage the risk.
Since the Company sold its investment in Socfin whose shares are listed on Luxembourg stock exchange on the 28th of December 2016, there is no more any market risk.
In 2014, we have entered into a loan agreement with the company Socfinaf. We consider this as a limit credit risk since Socfinaf is a listed company with a low debt ratio. Funds are advanced in the context of new investments and a portion of the loan was already repaid. In 2016, a loan was granted to Afico. This is a limited credit risk since the company is a shareholder of Mopoli.
A new loan is also granted to Socfin with similar risks as Socfinaf.
Prudent liquidity risk management implies maintaining cash available for investment opportunities. Mopoli manages cash and short term deposit according to the needs. Mopoli currently has limited liquidity risk.
The policy of the company is not to hedge any of the aforementioned risks.
No significant changes are expected to be made to the risk management system.
Earnings will depend on the remuneration of loans and cash deposits.
In accordance with the statutory disposition regarding the affectation of results, the Board of Directors proposes the following suggestion for dividends:
If the general meeting of shareholders approve this proposal, the dividends will be payable from 31 December 2018 at the desk of ING Luxembourg, Route d'Esch, 52 – 2965 Luxembourg.
With reference to section 5.25c paragraph 2c of the Financial Markets Supervision Act, the Board of Directors states that, to the best of its knowledge:
Brussels, 16th November 2018 MOPOLI BOARD OF DIRECTORS
Director Director
Daniel Haas Philippe de Traux
AFICO represented by Luc Boedt Hubert Fabri Director Director
| (in thousands of euro) | Notes | 30 June 2018 | 30 June 2017 | |
|---|---|---|---|---|
| NON-CURRENT ASSETS | 9,000 | 10,000 | ||
| I. | Available for sale investments | 2 | 0 | 0 |
| II. | Other receivables | 3 | 9,000 | 10,000 |
| CURRENT ASSETS | 45,505 | 43,959 | ||
| III. | Other receivables | 3 | 21,300 | 20,382 |
| IV. | Cash and short-term deposits | 4 | 24,201 | 23,574 |
| V. | Other current assets | 4 | 3 | |
| TOTAL ASSETS | 54,505 | 53,959 |
| (in thousands of euro) | Notes | 30 June 2018 | 30 June 2017 | |
|---|---|---|---|---|
| EQUITY | 54,344 | 53,919 | ||
| I. | Share capital | 5 | 2,314 | 2,314 |
| II. | Revaluation reserves | 5 | 0 | 0 |
| III. | Statutory reserves | 5 | 231 | 231 |
| IV. | Available reserves | 5 | 523 | 523 |
| V. | Result for the year | 5 | 481 | 12,613 |
| VI. | Retained earnings | 5 | 54,169 | 41,560 |
| VII. | Treasury Shares | 5 | -3,374 | -3,322 |
| NON-CURRENT LIABILITIES | 0 | 0 | ||
| VIII. | Deferred tax | 6 | 0 | 0 |
| IX. | Other long-term payables |
0 | 0 | |
| CURRENT LIABILITIES | 161 | 40 | ||
| X. | Trade and other payables |
7 | 160 | 40 |
| XI. | Other current liabilities | 1 | 0 | |
| TOTAL EQUITY AND LIABILITIES | 54,505 | 53,959 |
| (in thousands of euro) | Notes | 30 June 2018 | 30 June 2017 | |
|---|---|---|---|---|
| I. | Revenue | 0 | 70 | |
| Dividends A. Other operating revenues B. |
0 0 |
70 0 |
||
| II. | Other operating expenses | -265 | -189 | |
| Administrative costs A. |
-265 | -189 | ||
| Operating profit | -265 | -119 | ||
| III. | Profit/Loss from non-current assets | 8 | 0 | 11,622 |
| IV. | Financial income | 9 | 1,201 | 1,253 |
| V. | Financial expenses | 9 | -110 | -53 |
| Profit before tax | 826 | 12,703 | ||
| VI. | Income tax expenses | 10 | -345 | -90 |
| Profit for the year | 481 | 12,613 | ||
| Other comprehensive income | 30 June 2018 | 30 June 2017 | ||
| Net loss/gain on available-for-sale financial Assets | 2 | 0 | -13,941 | |
| Deferred taxes liabilities on unrealized gain on AFS | 6 | 0 | 58 | |
| Net other comprehensive income to be reclassi fied to profit or loss in subsequent periods |
0 | 0 | ||
| Total comprehensive income for the year, net of tax | 481 | -1,270 | ||
| Profit Attributable to equity holders of the parent | 481 | -1,270 | ||
| Total comprehensive income attributable to equity holders of the parent |
481 | -1,270 | ||
| Earnings per share (profit for the year attributable to common shares) : Basic earnings per share |
11 | 3.14 | 67.48 | |
| Diluted earnings per share Earnings per share (profit for the year attributable to founder shares) : |
11 | 3.14 | 67.48 | |
| Basic earnings per share Diluted earnings per share |
66.84 66.84 |
2,290.84 2,290.84 |
| (in thousands of euro) | Notes | 30 June 2018 | 30 June 2017 |
|---|---|---|---|
| Profit for the year | 5 | 481 | 12,613 |
| Adjustments for: | |||
| Dividend income | 0 | -70 | |
| Interest income | 9 | -1,201 | -1,253 |
| Capital gain on disposal of assets | 8 | 0 | -11,622 |
| Changes in working capital | |||
| Variation other current assets | 4 | 0 | 0 |
| Variation trade payables | 7 | 120 | 8 |
| Variation other current liabilities | 0 | 0 | |
| Variation other rec (excl. loan and accrued interest) | 3 | 10 | -9 |
| Dividends received | 0 | 70 | |
| Interest received | 1,272 | 880 | |
| Income taxes | 10 | 237 | 90 |
| Operating cash flows | 919 | 707 | |
| Financial expenses / Interest paid | 109 | 51 | |
| Income taxes | -237 | -90 | |
| Purchase of available-for-sale investments | 0 | 0 | |
| Disposal of available-for-sale investments | 2 | 0 | 14,151 |
| 2 3 |
-1,000 | -10,000 | |
| Loan granted | 1,000 | 15,000 | |
| Loan repaid | 3 | ||
| Investing cash flows | 0 | 19,151 | |
| 5 | -3 | -3 | |
| Dividend paid Purchase treasury shares |
-52 | -66 | |
| Financial expenses / Interest paid | 9 | -109 | -51 |
| Financing cash flows | -164 | -120 | |
| Net cash flow | 627 | 19,699 | |
| Cash and cash equivalent at beginning of year | 4 | 23,574 | 3,875 |
| Cash and cash equivalent at end of year | 24,201 | 23,574 | |
| Movement of the year | 627 | 19,699 |
| (in thousands of euro) | Number of Share |
Share capital |
Revalua tion re |
Statutory reserves |
Available reserves |
Retained earnings |
Profit for the year |
Treasury Shares |
Total |
|---|---|---|---|---|---|---|---|---|---|
| serves | |||||||||
| As at 30th June 2016 | 100,100 | 2,314 | 13,941 | 231 | 523 | 39,910 | 1,653 | -3,256 | 55,316 |
| Other comprehensive income | -13,941 | -13,941 | |||||||
| Profit for the year | 12,613 | 12,613 | |||||||
| Total comprehensive Income for the year |
-13,941 | 12,613 | -1,328 | ||||||
| Dividends | -3 | -3 | |||||||
| Transfer from previous year | 1,653 | -1,653 | 0 | ||||||
| Treasury Shares | -66 | -66 | |||||||
| As at 30th June 2017 | 100,100 | 2,314 | 0 | 231 | 523 | 41,560 | 12,613 | -3,322 | 53,919 |
| Other comprehensive income | 0 | ||||||||
| Profit for the year | 481 | 481 | |||||||
| Total comprehensive income for the year |
481 | 481 | |||||||
| Dividends | -3 | -3 | |||||||
| Transfer from previous year | 12,613 | -12,613 | 0 | ||||||
| Treasury shares | -52 | -52 | |||||||
| As at 30th June 2018 | 100,100 | 2,314 | 0 | 231 | 523 | 54,169 | 481 | -3,374 | 54,344 |
See Note 5 for details
Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) 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. It is registered at the Dutch Chamber of Commerce under number 27035538.
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 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 accounts for the 2017-2018 financial period are draw up in conformity with IFRS (International Financial Reporting Standards) as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code. 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 financial statements for an individual entity have been prepared on a historical cost basis, except for available-for-sale investments that have been measured at fair-value.
The board of Directors have authorised the financial statement for issue on 18th December 2018. The financial statements are presented in euros and all values are rounded to the nearest thousand ('000) except when otherwise indicated.
In the process of applying the company's accounting policies, management may have to use its judgements and made estimates in determining amounts recognised in the financial statements.
A treasury agreement was signed with Socfinaf.
Since the amount paid can be claimed on demand, this transaction has been recognized as a current receivable.
Despite the fact that this loan is outstanding since 20th November 2014, we consider it as a current receivable.
Indeed, we recovered a substantial portion of this loan in previous years.
The purpose of the company is the exploitation of palm oil and rubber oil, either directly or indirectly. This is a sector of risk and we do not have the skills and knowledge to achieve that goal as an operating company.
The current policy is therefore to invest indirectly in this sector.
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 designed to manage the risk.
Since the Company sold its investment in Socfin whose shares are listed on Luxembourg stock exchange on the 28th of December 2016, there is no more any market risk.
In 2014, we have entered into a loan agreement with the company Socfinaf. We consider this as a limit credit risk since Socfinaf is a listed company with a low debt ratio. Funds are advanced in the context of new investments and a portion of the loan was already repaid.
In 2016, a loan was granted to Afico. This is a limited credit risk since the company is a shareholder of Mopoli.
A new loan is also granted to Socfin. This is a limited credit risk since Socfin is a listed company with a low debt ratio.
Prudent liquidity risk management implies maintaining cash available for investment opportunities. Mopoli manages cash and short term deposit according to the needs. Mopoli currently has limited liquidity risk.
The policy of the company is not to hedge any of the aforementioned risks.
No significant changes are expected to be made to the risk management system.
No foreign currency transactions occurred and was subject to conversion. The functional 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.
The Company 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.
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 through other comprehensive income. 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.
The loans granted are valued at amortized cost.
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 Company 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 Company 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 Company 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 Company'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 Company 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 receivables 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 receivables 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 unique, i.e., finance, and since the geographical segment is also unique (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 subsidiaries are included in cash flows from investments activities, net of cash acquired. Dividends 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 Company's own equity instruments.
New and amended standards and interpretations on the 1st January 2018
There is no change in the accounting policy and disclosures for the period covered by those financial statements.
(*) not yet endorsed by EU
None of the standards issued but not yet effective is expected to have significant impact.
Financial Fixed Assets
| 2018 | 2017 | |||
|---|---|---|---|---|
| Number of Shares |
% | Number of Shares |
% | |
| Other Financial fixed assets | ||||
| SOCFIN S.A. | 0 | 0.00 | 0 | 0.00 |
(in thousands of euro) Available-for-sale investments
| As at 30 June 2016 | 16,528 |
|---|---|
| Fair value adjustment | 449 |
| Sales | -14,151 |
| Result of the sales | -2,826 |
| As at 30 June 2017 | 0 |
| Fair value adjustment | 0 |
| Sales | 0 |
| Result of the sales | 0 |
| As at 30 June 2018 | 0 |
| Evaluation at cost (historical) |
Evaluation at fair value |
|||
|---|---|---|---|---|
| (in thousands of euro) | 30 June 2018 |
30 June 2017 |
30 June 2018 |
30 June 2017 |
| Available-for-sale investments | ||||
| Shares | 0 | 0 | 0 | 0 |
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. The only shares held were Socfin shares (listed and quoted) until 28 December 2016. This instrument is qualified as a level 1 according to the fair value hierarchy.
See note 12 for details of the sales transaction of the Socfin shares
| 30 June 2018 | 30 June 2017 | |
|---|---|---|
| 30,000 | 30,000 | |
| 0 | 10 | |
| 300 | 372 | |
| 30,300 | 30,382 | |
| 21,300 | 20,382 | |
| 9,000 | 10,000 | |
The loan of Socfinaf is unchanged to EUR 20,000,000.
Afico reimbursed EUR 1,000,000 for a remaining balance of EUR 9,000,000.
A new loan of EUR 1,000,000 is granted to Socfin.
These 3 loans are receivables on related parties. Also, the loan granted to Afico is a loan issued to a statutory director.
There is due interest on the loan to Socfinaf, Afico and Socfin for the last quarter while last quarterly and December interest of previous year was paid in July 2017.
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 2018 | 30 June 2017 |
|---|---|---|
| Cash at banks and in hand | 24,099 | 21,104 |
| Short-term deposits | 102 | 2,470 |
| Cash and cash equivalents | 24,201 | 23,574 |
There are not undrawn borrowing facilities.
There is no restriction to the availability of cash and cash equivalents.
| Capital (in units) | Common shares | Preferred shares | Founder shares |
|---|---|---|---|
| Number of shares as at 30 June 2016 | 100,000 | 100 | 2,400 |
| Changes during the year | 0 | 0 | 0 |
| Number of shares as at 30 June 2017 | 100,000 | 100 | 2,400 |
| Changes during the year | 0 | 0 | 0 |
| Number of shares as at 30 June 2018 | 100,000 | 100 | 2,400 |
| Number of shares issued, fully paid | 100,000 | 100 | 2,400 |
The subscribed and fully paid capital of EUR 2,314,279 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: Founder shares with no nominal value. (listed on Euronext Brussels)
| Shares outstanding (in units) | Common shares | Preferred shares | Founder shares |
|---|---|---|---|
| Number of shares outstanding as at 30 June 2017 |
94,247 | 100 | 2,182 |
|---|---|---|---|
| Changes during the year | -151 | 0 | -1 |
| Number of shares outstanding as at 30 June 2018 |
94,096 | 100 | 2,181 |
At year end, the company owned 5,904 (2017 : 5,753) of its own common shares, and 219 (2017 : 218) of its founder shares.
The extraordinary general meeting as at 10th June 2008 authorised the company to acquire its own shares.
The general meeting as at 19th December 2017 renewed the authorization for 18 months from 10th June 2017. At the end of the year, 219 founder shares and 5.904 common shares have been bought back for a total of EUR 3.374 million, deducted from the Shareholder's equity.
| Reserves (in thousands of euro) | Revaluation reserves |
Statutory reserves |
Available reserves |
|---|---|---|---|
| Not distributable | Not distributable | Distributable | |
| 30 June 2016 | 13,941 | 231 | 523 |
| Changes during the year | -13,941 | 0 | 0 |
| 30 June 2017 | 0 | 231 | 523 |
| Changes during the year | 0 | 0 | 0 |
| 30 June 2018 | 0 | 231 | 523 |
The revaluation reserves on available-for-sale investments concern the fair value adjustments on the Socfin shares.
The statutory reserves are relative to article 12, 3. a) of the company statutes. These reserves are no more funded as they reached 10% of the capital.
| Distribution of profit (in thousands of euro) | Retained ear nings |
Result for the year |
|---|---|---|
| 30 June 2016 | 39,910 | 1,653 |
| Profit of the year | 0 | 12,613 |
| Dividends | -3 | 0 |
| Transfer from previous year | 1,653 | -1,653 |
| 30 June 2017 | 41,560 | 12,613 |
| Profit of the year | 0 | 481 |
| Dividends | -3 | 0 |
| Transfer from previous year | 12,612 | -12,613 |
| 30 June 2018 | 54,169 | 481 |
A dividend of EUR 31.76 per preferred share (EUR 3,176) will be proposed at the next General Meeting. The dividend of EUR 3,176 related to 2016/2017 was adopted at the AGM and paid in January 2018.
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. The purchased treasury shares corrected for the available reserves restrict the distributable reserves (2.851).
| (in thousands of euro) | |
|---|---|
| Net result of the financial | 481 |
| Profit brought forward | 54,169 |
| Profit to be distributed | 54,650 |
| First: | |
| Dividend to preferred shares | -3 |
| Transferred to profit carried forward | 54,647 |
(in thousands of euro) 30 June 2018 30 June 2017
| As at 1 July | 0 | 58 |
|---|---|---|
| Revaluation of available-for-sale investments | 0 | -58 |
| As at 30 June | 0 | 0 |
All deferred taxes have been used with the sale of the participation of Socfin in December 2016,
Report of Deduction for Notional Interest was completely used previous year. These deferred tax assets on unused notional interest deductions was not recognised.
Deferred tax liabilities are related to items included in other comprehensive income only.
| Trade and other payables whose recovery is awaited 1 year at the most |
160 | 40 |
|---|---|---|
| Total of Trade and other payables | 160 | 40 |
| Other payables - others | 9 | 9 |
| Other payables - current taxes | 87 | 0 |
| Trade | 64 | 31 |
| (in thousands of euro) | 30 June 2018 | 30 June 2017 |
| Total profit/loss from non-current assets at 30 June 2017 | 11,622 |
|---|---|
| Result on the sales transaction of Socfin shares | -2,826 |
| Gain on available-for-sale financial assets for the year 2016-2017 up the moment of the selling of Socfin shares |
449 |
| Gain on available-for-sale assets from previous years | 13,999 |
| Deferred tax liabilities as of 30 June 2016 (note 6) | 58 |
| Revaluation reserve as of 30 June 2016 (note 5) | 13,941 |
| (in thousands of euro) |
| Other financial revenue | 1,201 | 1,253 |
|---|---|---|
| Interests | 1,201 | 1,253 |
| Total of financial costs | -110 | -53 |
| Interests Other financial costs |
-108 -2 |
-51 -2 |
| (in thousands of euro) 30 June 2018 |
The interests received are mainly related to the loan granted to related parties, bearing a higher interest rate than the bank account.
The decrease is due to the amount of the loans (partial reimbursement in December 2016).
The interest paid are calculated on cash deposit with negative rate since January 2017.
| Components of income tax | ||
|---|---|---|
| (in thousands of euro) | 30 June 2018 | 30 June 2017 |
| Current income tax | 237 | 90 |
| Current income tax previous year | 108 | 0 |
| Income tax expense | 345 | 90 |
| Reconciliation of income tax expense | ||
| Profit before tax | 826 | 12,703 |
| Income tax | -345 | -90 |
| Profit after tax | 481 | 12,613 |
| Profit before tax | 826 | 12,703 |
| Non-deductible expenses | 0 | 36 |
| Revenue exempt from tax | 0 | -11,689 |
| Deduction for notional interest current year | -128 | -653 |
| Deduction for notional interest from previous year | 0 | -131 |
| Profit to be taxable | 698 | 266 |
| Applicable local rate | 33.99% | 33.99% |
| Tax at the applicable local rate | 237 | 90 |
See note 6 for information about deferred taxes.
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to common equity holders of the parent by the weighted average number of common shares outstanding during the year and by dividing net profit for the year attributable to founder shares by the weighted average number of founder shares outstanding during the year.
The company did not issued any financing instrument requiring to disclose a diluted earnings per share.
| Net profit attributable to founder shares per founder share (in euro) |
66.84 | 2,290.84 |
|---|---|---|
| euro) | ||
| Net profit attributable to common shares per common share (in | 3.14 | 67.48 |
| Weighted average number of founder shares | 2,182 | 2,182 |
| Weighted average number of common shares | 94,194 | 94,280 |
| Denominator | ||
| Net profit attributable to founder shares | 146 | 4,999 |
| Net profit attributable to common shares | 296 | 6,362 |
| Net profit | 478 | 12,610 |
| Preference dividends | -3 | -3 |
| Net profit from continuing operations | 481 | 12,613 |
| Numerator | ||
| (in thousands of euro) | 30 June 2017 | 30 June 2017 |
The common shares are entitled to a 5% interest distribution on the subscribed and fully paid share capital (2018: EUR 113k, 2017: EUR 113k). After this allocation 50% of the remaining Net profit is allocated to common shares (2018: EUR 183k, 2017: EUR 6,248k) and 40% is allocated to founder shares (2018: EUR 146k, 2017: EUR 4,998k). The remainder is not allocated, as when the AGM decides to pay out dividend the Board of Directors is entitled to 10% of the dividend.
It should also be noted that, in case of liquidation, the Board of Directors is not entitled to any remaining balances. In this case the EPS will exceed the above calculation. For further details we refer to the Statutory Provisions Concerning The Distribution of Profit, as included in the other information to these financial statements. The last time Mopoli paid out dividend was in 2001.
(in thousands of euro) 30 June 2018 30 June 2017 Attendance fees (1) 0 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 preferred shares of Mopoli.
The company paid an amount of EUR 74,475 for administrative assistance to Centrages, a company indirectly held by Socfin. All administrative and accounting services are provided by Centrages.
Mopoli held 703,000 shares of Société Financière de Caoutchoucs "Socfin". On 28 December 2016, all of these shares have been sold to Afico for a total amount of EUR 14,151,390 or EUR 20.13 per share.
The price per share was determined by the average share price over the period from 1 July 2016 to 9 December 2016 minus an illiquidity discount of 10%.
A payment of EUR 4,151,390 has been received while a loan was issued for the remaining EUR 10,000,000.
As Afico is a shareholder of Mopoli, this is a related party transaction.
The Company has granted a loan of EUR 35 million to Socfinaf, a company affiliated to Socfin. Socfinaf repaid EUR 15 million during last year. This loan bears an interest rate of 4% and has an indefinite term, but it can be recalled at any time.
The Company has granted a loan of EUR 10 million to Afico, a shareholder company. This loan bears an interest rate of 4% and the term is fixed at 31th December 2021. A partial reimbursement of EUR 1 million is effective in June 2018 for a remaining balance of EUR 9 million.
A new loan of EUR 1 million is granted to Socfin. This loan bears an interest rate of 4% and has an indefinite term, but it can be recalled at any time. The maximum amount which can be granted is EUR 5 million.
These loans are measured at amortized cost, which is equal to the nominal value of the loan. The fair value of the loans equals the valuation at amortized cost. No guarantees have been issued on these loans. A provision for doubtful debts related to the amount of outstanding loans granted to Socfinaf, Afico and Socfin is not deemed necessary.
The transactions with related parties are done at arm's length.
In July and August of 2018, an additional loan of EUR 2,000,000 in total was issued to Socfin. This loan has the same conditions as the loan of EUR 1,000,000 which was issued to Socfin in the current financial year.
No remuneration was paid to directors this year. According to article 7 clause 6 of the artciles of association the directors' fee is at the disposal of the Annual General Meeting.
(in thousands of euro)
| 2018 | 2017 | |
|---|---|---|
| Baker Tilly Berk (Netherlands) | 94.0 | 34,0 |
These fees solely relate to the audit of the financial statements.
Mr Hubert FABRI, President Mr Philippe de TRAUX, Director AFICO, represented by Mr Luc BOEDT Mr Daniel HAAS, Director
STATUTORY PROVISIONS CONCERNING THE DISTRIBUTION OF PROFIT (TRANSLATION)
After deduction of the aforementioned amortisations/ depreciation, at first a 7% dividend amount over the subscribed and paid preferred shares will be paid to the preferred shareholders. The annual dividend payment on these preferred shares will never exceed 7%.
Of the amount after this distribution to preferred shareholders if possible:
a) an amount of 5% will be used to add to a reserve. As soon (and as long) as this reserve is 10% of the issued and paid up capital, no additional profits can be reserved for this purpose.
b) After this an amount will be due as a 5% interest amount on the subscribed and paid common shares.
10% to the Board of Directors 50% to the common shareholders 40% to founder 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 date on which the dividend amounts are payable, will be decided by the general meeting for shareholders.
Dividend amounts which are not claimed, five years after the date on which the dividend amount have been declared payable, will be released and booked as profit in the profit and loss account of the entity.
When a loss is recorded according to the income statement, which can not be compensated by any other reserve, no dividend payments will take place, as long as these losses are not compensated first.
The remaining balance after liquidation will at first and for all be used to repay the paid capital of the preferred shareholders including the arrears of the annual 7% dividend due on those preferred shares. After this the remaining balance will be used to repay the paid up capital to the common shareholders.
In case any balances remain after the distributions stated above, this will be distributed as follows: 55% to common shareholders;
45% to founder shareholders.
The payments will be made at the time and place to be determined by the general shareholder meeting.
* As an interpretation of the above we distribute profits by paying out the 7% dividend on the preferred shares and adding the remainder of the result for the year to the retained earnings.
Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V
To: The shareholders of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V.
Report on the audit of the financial statements 2017/2018 included in the annual report
We have audited the financial statements for the year ended 30 June 2018 of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V., based in The Hague.
In our opinion the accompanying financial statements give a true and fair view of the financial position of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. as at 30 June 2018, and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
The financial statements comprise:
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report.
We are independent of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. in accordance with the Wet toezicht accountantsorganisaties (Wta, Audit firms supervisions act), Verordening inzake de onafhankelijkheid van accountants bij assurance-
Baker Tilly Berk N.V. Is a limited liability company and
is the exclusive contracting party in respect of all
commissioned work. The company's general terms and
conditions, filled with the registry of the Dutch chamber
of
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F: +31 (0)10 253 59 99 E: [email protected]
Reg.no.: 24425560
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opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Based on our professional judgement we determined the materiality for the financial statements as a whole at € 1.085.000. The materiality is based on 2% of total assets. We have used total assets as a basis for determining our materiality. We consider an indicator based on total assets the most appropriate driver for setting materiality as Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. has limited activities and one of its focuses is to monitor the recoverability of the loans granted which are a significant part of total assets.
We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.
We agreed with the board of directors that misstatements in excess of $\epsilon$ 54.250 which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the board of directors. The key audit matters are not a comprehensive reflection of all matters discussed.
These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
As disclosed in note 3 and 12 Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. has granted loans to its related parties Socfin S.A., Socfinaf S.A. and Afico S.A. for a total amount of € 30 million. The loans receivable are a significant part of the total assets. We have considered the valuation of these loans to be a key audit matter given the magnitude of these loans and the potential impact on the income statement if an impairment should be recognized.
To address this risk we have ascertained that Socfin S.A., Socfinaf S.A. and Afico S.A. have paid all interest due. We also read the financial statements of the related parties and have assessed the solvency and liquidity of these companies based on the (audited)
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financial statements available and discussed with management if there are any other indications relevant to assess the valuation of the loans receivable. We also tested the accuracy and completeness of the disclosures in note 3 and 12.
In addition to the financial statements and our auditor's report thereon, the annual report contains other information that consists of:
Based on the following procedures performed, we conclude that the other information:
We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements.
Management is responsible for the preparation of the directors' report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required by Part 9 of Book 2 of the Dutch Civil Code.
We draw attention to paragraph 8 of the Director's Report, which mentions the noncompliance with the Dutch Corporate Governance Code and the lack of a supervisory board and audit committee. Our opinion is not modified in respect of this matter.
We have been appointed by the Annual General Meeting as auditor of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. on 19 December 2017, as of the audit for the year 2016/2017 and have operated as statutory auditor ever since that date.
Management is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements
using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Management should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements.
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.
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. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others:
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Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit.
We provide the board of directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter in in public interest.
Rotterdam, 16 November 2018 Baker Tilly Berk N.V. Signed by
J.H.J. Spiekker RA
An independent member of Baker Tilly International
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