Quarterly Report • Apr 10, 2008
Quarterly Report
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FINANCIAL STATEMENTS
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mled FOR IDENTIFICATION/FURPOSES ONLY KYOUNG 圖ERA ACCORINTANTS $\mathcal{N}$
riALLEO FOR IDENTTRCAUQN PURPOSES ONLV PALMBOOMEN CULTUUR MAATSCHAPPIJ MOPOLl Naamloze Vennootschap (PALMERAIES DE MOPOLl) Société Anonyme
Registred office : 13, J.W. Frisolaan-2517 JS LA HAYE Headquarter: 2, Place du Champ de Mars-1050 BRUXELLES
95th FINANCIAL YEAR 2006/2007
General meeting of shareholders as at 29th November 2007
INmALLED FOR iDEMnnciTtoN PURPOSES onvt
M. Hubert FABRI-President Mr D-L. DELEAU-Director Mr Ph. De TRAUX-Director PF Representation, represented by Mr Robert de THEUX
Ernst & Young , represented by Mr M. de Kimpe
| Directors' report | 4 |
|---|---|
| Consolidated accounts | 9 |
| Company accounts | 27 |
| Other Information | 35 |
| Auditor's Report | 38 |
INITIALLED
FOR IDENTIFICATION PURPOSES ONLY ERAST & YOUNG
Presented to the Annual Ordinary General Meeting of Shareholders of 29 November 2007
Ladies and Gentlemen,
We have the honour to present our annual report to you and submitting our company's financial statements ended 30 June 2007.
Mopoli NV holds a share portfolio centred on the tropical plantation and finance sectors.
During the 2006-2007 financial year, the main source of income was the capital gain from the disposal of our Socfm shares.
The eamings from the financial year reached EUR 30,1 million compared to EUR 65 thousand for the previous financial year.
The companies in which Mopoli NV is a shareholder have developed as follows:
On 22 December 2006, Socfin shares were sold for EUR 34.4 million. This disposal generated an income of EUR 29.7 million.
Mopoli NV share the guarantee agreement given by Socfin to ING in the context of the disposal of Caisse Privée Banque. Mopoli NV would contribute up to 12.8% of proceedings that exceed the provision of EUR 6.8 million already included in Socfin's statements. In any case and independently of the current cases, Mopoli NV does not guarantee beyond the sale price of the Socfin shares to the Bolloré group, that is to say EUR 30.4 million.
In addition, and still within the context ofthis agreement, Mopoli NV guaranteed EUR 3.5 million.
Socfinal, a holding company established under Luxembourg law, has a diversified share portfolio in the "Plantations" and "various holdings" sectors.
On 30 June 2007, the net income reached EUR 7.2 million compared to EUR 4.7 million in June 2006.
The latent capital gains not generated from the long-tenn investment portfolio were valued at EUR 206.1 million on 30 June 2007 compared to EUR 156.8 million on 31 December 2006.
Discounting exceptional events, the 2007 financial year is expected to end with eamings lower than that ofthe previous financial year. As a reminder, 2006 eamings (EUR 66.2 million) were favourably influenced by Socfinasia's distribution of a dividend in kind (Intercultures shares valued at EUR 54.9 million). The 2007 earnings made it possible to pay out a slightly higher dividend.
The unrealized capital gain of Socfinal shares in the Mopoli NV portfolio is EUR 12.6 million.
4
On 30 June 2007, Mopoli Luxembourg, holding company, made a net profit of EUR 67 000 compared to EUR 3.1 million on 31 December 2006. As a reminder, the previous financial year, ended 31 December 2006 was mainly composed of the capital gain from disposal of Socfin shares.
On 30 June 2007, the shareholder's equity reached EUR 5.9 million compared to EUR 5.8 million as at 31st December 2006.
Mopoli Luxembourg unrealised capital gains in the Mopoli NV portfolio is EUR 5.3 million.
Nord-Sumatra Investissements is a holding company established under Belgian law has a financial share portfolio.
In the context of the implementation of the acquisition of the implementation of Socfin's buyback guarantee described above, in January 2007 Mopoli NV acquired 5 106 Nord-Sumatra Investissements shares in market conditions (EUR 605 per share). These shares were subsequently blocked.
In the same way, the EUR 60 net dividend paid out by Nord-Sumatra Investissements in June 2007 was transfered to a blocked account in compensation for the loss of value that ensued, on the shares themselves.
The consolidated financial statements include the Mopoli NV statements and those of its subsidiary Mopoli Luxembourg, fully consolidated.
During the financial year, the consolidation perimeter was not modified.
At the closing of the financial year, the consolidated earnings of IFRS, group share, after taxes, is EUR 30.1 million, and comes mainly from:
operational eamings made up of unconsolidated share dividends (EUR 0.3 million);
operational expenses made up of services and various goods (EUR 0.4 million);
financial earnings (interest) for EUR 0.6 million;
The total IFRS consolidated balance sheet is EUR 48.5 million. The variation of equity comes mainly from the disposal of Socfin shares.
The group share, the guarantee agreement given by Socfin to ING in the context of the disposal of Caisse Privée Banque. Therefore, the group would contribute up to 12.8% of proceedings that exceed the provision of EUR 6.8 million already included in Socfin's statements. In any case and independently of the current cases, the group does not guarantee beyond the sale price of the Socfin shares to the Bolloré group, that is to say EUR 30.4 million. In addition, and still within the context of this agreement, the group guaranteed EUR 3.5 million.
Directors' remuneration is regulated by art. 12 ofthe articles of association standing that the Directors fee is equivalent of 10% ofthe distributed profit.
However during the year discussions arose about the exact distribution of the profit. The decision was made that the shareholders will decide about the exact distribution of profits and consequently the exact remuneration for the board of directors during the shareholders meeting. Consequently as per the date of the financial statements there is an uncertainty about the amount to be provisioned for in the annual accounts relating to the board of directors' remuneration. This uncertainty cannot be reliably estimated at year end by the Board of Director's. The amount to be distributed to the board of directors can range from EUR 0 to EUR 2.7 million.
In addition, the directors receive an attendance fee of EUR 200 each per board meeting.
INITIALLED FOR IDEhmFICA-HèN PURPOSES ONLY mERNmrYOUNC
FINANCIAL STAT0(IEWIS- ' ' 5
The company is a small holding company without employees. The only activities as per 30 June 2007 are the participation in two available-for-sale investment. The company has no routine business processes and no supervisory Board. The Board of Directors is aware that the company has to comply with the Dutch Corporate Governance Code but has not a complete overview of the current requirements the company has to comply with. The company is studying, with extemal helps, how the Corporate Governance code is applicable taking into account the size and nature of the company.
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.
The company is not involved directly in any case. However Mopoli NV has to share the risk of litigation pending in its former historical investment in Socfin. Mopoli NV discloses in this Directors report (below) in numerous appendix of the annual report a detailed update of the cases (see Contingent liabilities) and the guarantee set up to cover the risk (see off balance sheet rights and commitments).
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.
••.*** *-
0
-&*~
To date, Société Financière of Champ de Mars (ex Socfin) is involved in the cases consecutive to the sale of Caisse Privée Banque (guaranteed of liabilities) to the BBÜING, described below :
a) Following a conviction by Court of appeal in 2004, Socfin paid to Partimmo (ING) the sum of EUR 12.9 million under this case born in 1993. A partial reversal of this judgement pronounced with regard to the termination compensation (EUR 0.3 million) that Partimmo was sentenced to pay. The balance, EUR 12.6 miltion, is definitively acquired under trusteeship, the case being sent back to the Court of Liege for the surplus.
b) In 2005, Socfin had to pay an compensation for additional damage, of EUR 0.9 million. The Court of cassation broke this judgment and sent the case back to the Court of appeal of Liege;
c) Eventually, Socfin called upon the responsibility for the State of Belgium (Ministry of Justice) for the deficiencies and delays of these legal proceedings.
d) 16 October 2007, a summons was addressed to Partimmo (ING), this time at the request of the Comelis family. The purpose of this new case is to repair the damage which would have personally undergone Comelis, due to the fault of Partimmo, following the bankruptcy of Cilenroc. Since the case documents are not yet available, it is difficult to provide an opinion on the ending of this proceeding.
These two actions also go back to past events (1997). The amount ofthe potential prejudice is EUR 18.6 million, not including possible interests, if convicted. The insurances cover, in theory, an amount reached a maximum to EUR 13.6 million. The difference as well as one excess was provisioned in the Socfin's balance sheet.
Beyond an entrepreneurial risk, and subject to a third-party complaint with regard to the proceedings described above, there are no special risks that the company should have to confront.
Earnings will depend on the dividends collected from shares.
The Bolloré group launched a take over bid on Nord Sumatra Investissements' shares that it no longer holds at a price of EUR 545 per share. Mopoli NV as well as its subsidiary Mopoli Luxembourg decided to contribute their 6 080 shares to the bid. The profit from the sale will be paid into the blocked account in the same way as the dividends paid out by Nord-Sumatra (see above).
5 ^ n
Mopoli NV generated operating income during the 2006-2007 financial year.
We suggest that the allocation of these earnings be decided during the Shareholders' meeting so that it can make the decision having considered all the perspectives of the development of the company's activity.
Brussels, 26 October 2007 BOARD OF DIRECTORS
INmALLED FOR IDENnFICATiaM PURPOSES ONLY mERNèmOUNG Accoihékrs lèr^
INITIALLED FOR IDENTIFICATION PURPOSES ONLY
GONSOLIDATED FINANCIAL STATEMENTS
| ASSETS | ||||
|---|---|---|---|---|
| (in thousands of Euro) | Notes | 30 June 2007 | 30 June 2006 Restated |
|
| NON-CURRENT ASSETS | 15.993 | 48.161 | ||
| 1. | Available-for-sale investments | 2 | 15.993 | 48.161 |
| CURRENT ASSETS | 32.559 | 583 | ||
| 11. | Trade and other receivables | 4 | 343 | 13 |
| III. | Cash and short-term deposits | 12 | 32.156 | 556 |
| IV. | Other current assets | 60 | 14 | |
| TOTAL ASSETS | 48.552 | 48.744 |
10
| (in thousands of Euro) | Notes | 30 June 2007 | 30 June 2006 Restated |
|
|---|---|---|---|---|
| rent | Issued capital and reserves attributable to equity holders of the pa | 43 884 | 46 733 | |
| 1. | Share capital | 5 | 2 314 | 2 314 |
| II. | Revaluation reserves | 8 283 | 41 252 (*) | |
| III. | Other reserves | 754 | 754 | |
| IV. | Retained earnings | 32 533 | 2 413 | |
| MINORITY INTERESTS | 1 | 0 | ||
| EQUITY | 43 885 | 46 733 | ||
| NON-CURRENT LIABILITIES | 4 516 | 1953 | ||
| V. | Deferred tax | 6 | 4 281 | 1 953 (•) |
Vl - |
Other long-term paya bles |
7 | 235 | 0 |
| CURRENT LIABILITIES | 151 | 58 | ||
v "- |
Trade and other paya bles |
7' | 150 | 56 |
| VIII. | Other current liabilities | 1 | 1 | 2 |
| TOTAL EQUITY AND LIABILITIES | 48 552 | 48 744 |
(*) Correction of the deferred tax on revaluation of available for sales investments that were wrongly not recognised in the last financial statements
FORIDENTIFK \LLED /PURPOSES ONLY ACCOUNTANTS CQl \»
6dtöta|AftfiED FINANCIAL STATEMENTS'* "' «
| (in thousands of Euro) | Notes | 30 June 2007 | 30 June 2006 | ||||
|---|---|---|---|---|---|---|---|
| Revenue | 332 | 192 | |||||
| A. | Dividends | 320 | 192 | ||||
| B. | Other operating revenues | 12 | 0 | ||||
| II. | Other operating expenses | -496 | -97 | ||||
| A. | Other operating expenses | -496 | -97 | ||||
| Operating proflt | 8 | -164 | 95 | ||||
| III. | Profit/Loss from non-current assets | 2 | 29.727 | 0 | |||
| IV. | Financial income | 9 | 574 | 11 | |||
| V. | Financial expenses | 9 | -11 | -2 | |||
| Profit before tax | 30.126 | 104 | |||||
| VI. | Income tax expense | 10 | -2 | -39 | |||
| Profit for the year | 30.124 | 65 | |||||
| Attributable to: | |||||||
| Equity holders of the parent Minority interests |
11 | 30.123 1 |
65 0 |
||||
| year): | Earnings per share equity (holders of the parent for the | ||||||
| Basic eamings per share | 300,93 | 0,65 | |||||
| Diluted eamings per share | 300,93 | 0,65 |
FORI
12
K v
| (in thousands of Euro) | Notes | 30 June 2007 | 30 June 2006 |
|---|---|---|---|
| Cash flows from operating activities | 114 | 47 | |
| Profit for the year Capital gain on sale of available-for-sale invest ments |
30124 -29727 |
65 | |
| Variation of trade and other receivables Variation of trade and othr payables |
-377 94 |
-11 -7 |
|
| Cash flows from investing activities | 31.254 | ||
| Purchase of available-for-sale investments | 2 | -3.192 | 0 |
| Sales of available-for-sale investments | 2 | 34.446 | 0 |
| Cash flows from financing activities | 232 | ||
| Dividends paid | -3 | -3 | |
| Other long-term payables | 235 | 0 | |
| Net increase in cash and cash equivalents | 31.600 | 44 | |
| Cash and cash equivalents as at 1st July 2006 Cash and cash equivalents as at 30th June 2007 |
12 | 556 32.156 |
512 556 |
IMVBALLED FOR IDENnFlcMw PURPOSES ONLV ACO YOUNG
t,--t^**v* « ^JC i-.' CONSOLipgjgBplNANeiAL- STAmMEflTS "
| Number ofshares |
Share capital |
Revalua tion re- serve |
Other | Retained reserve eamings |
Total | Minority | Total | |
|---|---|---|---|---|---|---|---|---|
| (in thousands of Euro) | EUR | EUR | EUR | EUR | EUR | EUR | EUR | |
| Balance as at 30 June 2005 | 100 100 | 2 314 | 24 607 | 754 | 2 351 | 30 026 | 30 026 | |
| Deferred tax | - 1 530 (*) |
- 1 530 |
- 1530 |
|||||
| Balance as at 30 June 2005 (restated) |
100 100 | 2 314 | 23 077 | 754 | 2 351 | 28 496 | 28 496 | |
| Fair value adjustment on avai lable-for-sale investments |
18 598 | 18 598 | 18 598 | |||||
| Deferred tax | 423 (*) | - 423 |
423 | |||||
| Total income and expense for the year recognised directly in equity |
18175 | 18175 | 18 175 | |||||
| Profit for the year | - | 65 | 65 | 65 | ||||
| Total income and expenses for the year |
18175 | 65 | 18 240 | 18 240 | ||||
| Dividends | - 3 - |
3 | 3 | |||||
| Balance as at 30 June 2006 (restated) |
100 100 | 2 314 | 41252 | 754 | 2 413 | 46 733 | 46 733 | |
| Fair value adjustment in availa ble-for-sales investments (sales) |
- 37 459 |
- | 37 459 | - 37 459 | ||||
| Fair value adjustment in availa ble-for-sales investments |
6 818 | 6 818 | 6 818 | |||||
| Deferred tax Total income and expense for the year recognised directly in |
— | 2 328 | 2 328 | - 2 328 |
||||
| equity Profit for the year |
32 969 | 30123 | 32 969 30123 |
- 1 |
- 32 969 30124 |
|||
| Total income and expenses for the year |
32 969 | 30123 | -2 846 | 1 | -2 845 | |||
| Dividends | - 3 - |
3 | 3 | |||||
| Balance as at 30 June 2007 | 100100 | 2 314 | 8 283 | 754 | 32533 | 43 884 | 1 | 43 885 |
(*) Correction of the deferred tax on revaluation of available for sales investments that were wrongly not recognised in the last financial statements
14
Palmboomen Cultuur Maatschappij NV (here after referred to as Mopoli NV) 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 Juiy 2002 on International Accounting Standards, the consolidated accounts of the Group for the 2006-2007 financial period are draw up in conformity with IFRS (Intemational Financial Reporting Standards) as adopted by the European Union. This reference system includes the Intemational Accounting Standards and interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC) and its predecessor, the Standard Interpretation Committee (SIC). IFRS 7 has not been early adopted.
The consolidated financial statements have been prepared on a historical cost basis, except for available-forsale investments that have been measured at fair-value.
The board of Directors have authorised the consolidated financial statement for issue on the 26th October 2007.
The companies in which the Group directly or indirectly holds the majority of voting rights (subsidiaries) are consolidated by global integration.
The companies over which the Group exercises a notable influence are accounted for by the equity method.
Reciprocal operations and transactions relating to assets, liabilities, products and charges between consolidated companies are, as a general rule, eliminated from the consolidated accounts. This elimination is performed in its entirety ifthe transaction occurs between two subsidiaries.
In the process of applying the group's accounting policies, management has used its judgements and made estimates in determining amounts recognised in the financial statements. The most significant use of judgments and estimates are related to the risk of being requested to activate the guarantee on Socfin dispute and remuneration of board of Directors. The management is not in a position to reliably estimate the probable outcome of those cases.
IAS 39 requests to value available-for-sale investments at fair value with an impact in equity. This generates a temporary difference in tax value when capital gains are taxable (i.e. Socfinal is incorporated in Luxembourg as Holding 29). Therefore an amount of EUR 423.000 of deferred tax that was erroneously not recognised in last year financial statements has been recorded with the same impact in equity.
, |
CÖ'NSOUI^MmANCIALMl ., , , : 115
,, .* *. ^v » -?» - •»,*• ir *
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.
The company is not involved directly in any case. However Mopoli has to share the risk of litigation pending in its former historical investment in Socfin. Mopoli discloses in this Directors report (below) in numerous appendix of the annual report a detailed update of the cases (see Contingent liabilities) and the guarantee set up to cover the risk (see off balance sheet rights and commitments).
Credit risk is limited due to the nature of the company.
Prudent liquidity risk management implies maintaining cash available for investment opportunities. Mopoli manage cash and short term deposit according to the needs. Mopoli currently has no liquidity risk.
The reporting currency ofthe financial statements is the Euro. The working currency of foreign operations is the local currency. The functioning currency is the Euro.
Interest revenue is entered as it is received, on accrual basis and applicable interest rate.
Dividends from investment are accounted upon establishment ofthe right ofthe shareholders to receive payment.
The cost includes the interest charged on the debt as well as the income received on cash investments on accrual basis. If 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.
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 on 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.
«Bfitttirara^.óN »
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.
Financial assets
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;
Mopoli NV 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
Mopoli NV 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 Mopoli NV 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 Mopoli 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 (Belgium).
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 includes 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.
CONSOUDATED FINANCIAI&mbKWlEMTS 17
| 2007 | 2006 | ||||
|---|---|---|---|---|---|
| Number of shares |
% | Number of shares |
|||
| Subsidiaries (included in consolidated | |||||
| 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 | |
| Nord-Sumatra Investissements S.A. | 10.000 | 2.89 | |||
| Société Financière des Caoutchoucs SOCFIN S.A. |
92.000 | 10,77 |
| /ir, tK«.,e,«wo "f c.,r~\ Available- for-sale (in thousands of Euro) |
investment s | |
|---|---|---|
| As at 30 June 2005 | 29 563 | |
| Fair value adjustment | 18 598 | |
| As at 30 June 2006 | 48161 | |
| Sales | -34 446 | |
| Acquisitions | 3192 | |
| Fair value adjustment | -914 | |
| As at 30 June 2007 | 15 993 |
During the year, the Group sold its shares in Socfin for a total of EUR 34.446.000 giving a capital gain of EUR 29.727.000.
Mopoli NV bought 6.080 shares Nord-Sumatra Investissements for EUR 3.192.000 (see also note 14 Off balance sheet rights and commitments). Of these shares 974 are held by Mopoli Luxembourg. In addition, Mopoli NV holds 3 920 shares of Nord-Sumatra Investissements on behalf of Afico and Geselfina (see note 14 as well)
| Evaluation at cost (historical) | Evaluation at fair value | ||||||
|---|---|---|---|---|---|---|---|
| (in thousands of Euro) | 30 June 2007 | 30 June 2006 |
30 June 2007 | 30 June 2006 |
|||
| Available-for-sale investments | |||||||
| Shares | 3 399 | 4 956 | 15 993 | 48 161 | |||
| Other current financial assets | |||||||
| Trade and other receivables | 343 | 13 | 343 | 13 |
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.
Detail of important subsidiarv companies
| Name | Business seg- ment |
Country of incorporation |
ownership interest |
voting power held |
Proportion of Proportion of Closing date of the financial statement |
|---|---|---|---|---|---|
| Mopoli Luxembourg | Finance | Luxembourg | 99,99% | 99,99% | 31/12/2006 |
| (in thousands of Euro) | 30 June 2007 | 30 June 2006 |
|---|---|---|
| Trade | ||
| Other receivables | 343 | 13 |
| Total of trade and other receivables | 343 | 13 |
| Trade and other receivables whose recovery is awaited 1 year at the most |
343 | 13 |
| Trade and other receivables whose recovery is awaited between 1 and 5 years |
0 | 0 |
| Trade and other receivables whose recovery is awaited at more than 5 years |
0 | 0 |
J * . *"<- , cms^m^wMN ^i~J
| (In units) | Ordinary shares |
|---|---|
| Number of shares as at 30 June 2005 | 100100 |
| Changes during the year | 0 |
| Number of shares as at 30 June 2006 | 100100 |
| Changes during the year | 0 |
| Number of shares as at 30 June 2007 | 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 Nig 50 (EUR 22.69) (listed on Euronext Brussels) 100: Preferred stock of a nominal value of Nig 1,000 (EUR 453.78) (not listed in the stock exchange)
2,400: Founders' shares with no nominal value, (listed on Euronext Brussels)
| 30 June 2007 | 30 June 2006 | ||
|---|---|---|---|
| Revaluation reserves - Available-for-sale investments | 8 283 | 41 252 (*) | |
| Total of revaluation reserves | 8 283 | 41 252 | |
| Statutory resen/es (not distributable) | 231 | 231 | |
| Available reserves (distributable) | 523 | 523 | |
| Total ofthe other reserves | 754 | 754 |
(*) Correction ofthe deferred tax on revaluation of available for sales investments of EUR 423.000 that were wrongly not recognised in last year Financial statements
| (in thousands of Euro) | 30 June 2007 30 June 2006 | |
|---|---|---|
| As at Uui y | 1953 | 1 530n |
| Revaluation of available-for-sale investments | 2 328 | 423 (*) |
| As at 30 June | 4 281 | 1953 |
(*) Correction of the deferred tax on revaluation of available for sales investments of EUR 1 530 000 before 1 July 2005 and EUR 423.000 for 2006 that were wrongly not recognised in last year Financial statements.
| (in thousands of Euro) | 30 June 2007 | 30 June 2006 |
|---|---|---|
| Trade | 119 | 39 |
| Other payables | 266 | 17 |
| Total of Trade and other payables | 385 | 56 |
| Trade and other payables whose recovery is awaited 1 year at the most |
150 | 56 |
| Trade and other payables whose recovery is awaited between 1 and 5 years |
235 | 0 |
| Trade and other payables whose recovery is awaited at more than 5 years |
0 | 0 |
Within others payables, EUR 235.000 are due to third parties as compensation for assets hold by Mopoli NV on behalf of the said third parties as security for the guarantee given to Compagnie des Glénans in the scope of the sale of Socfin shares.
The amount will be send back to third parties as soon as the related security will be released by la Compagnie des Glénans (at the latest 31 December 2016).
| (in thousands of Euro) | 30 June 2007 | 30 June 2006 |
|---|---|---|
| Other operating income (Dividends) | 320 | 192 |
| Other operating revenues | 12 | 0 |
| Administrative expenses | -449 | -64 |
| Other operating expenses | -47 | -33 |
| Operating profit | -164 | 95 |
| Direct operating expenses whose result from the rental reve nues |
0 | 0 |
| Direct operating expenses whose not result from the rental revenues |
0 | 0 |
IWrAUlD
CONS0UMTtEp^ QpifWift 21
| (in thousands of Euro) | 30 June 2007 | 30 June 2006 |
|---|---|---|
| Other financial costs | -11 | -2 |
| Total of financial costs | -11 | •2 |
| Interests | 574 | 11 |
| Other financial revenue | 574 | 11 |
| Financial income | 563 | 9 |
| Components of income tax | |||
|---|---|---|---|
| (in thousands of Euro) | 30 June 2007 | 30 June 2006 | |
| Current income tax | -2 | -39 | |
| Income tax expense | -2 | -39 | |
| Reconciliation of income tax expense | |||
| Net income attributable to equity holders of the parent | 30.123 | 65 | |
| Income tax | 2 | 39 | |
| Profit before tax | 30.125 | 104 | |
| Applicable local rate | 33,99% | 33,99% | |
| Tax at the appiicable local rate | 33,99% | 10.239 | 35 |
| Revenue exempt from tax | 33,99% | -10.239 | 0 |
| Non-deductible expenses | 0 | 0 | |
| Other | 0,01% | 2 | 4 |
| Income tax expense | 39 |
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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) | 300,93 | 0,65 |
|---|---|---|
| Net profit from discontinued operations per share (in Euro) | 0,00 | 0,00 |
| Net profit from continuing operations per share (in Euro) | 300,93 | 0,65 |
| Weighted average number of ordinary shares | 100.100 | 100.100 |
| Denominator | ||
| Net profit | 30.123 | 65 |
| Net profit from discontinued operations | 0 | 0 |
| Net profit from continuing operations | 30.123 | 65 |
| Numerator | ||
| (in thousands of Euro, attributable to equity holders of the parent) | 30 June 2007 | 30 June 2006 |
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 2007 | 30 June 2006 |
|---|---|---|
| Cash at banks and in hand | 609 (*) | 8 |
| Short-term deposits | 31 547 | 548 |
| Cash and cash equivalents | ' 32156 |
556 |
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23
(*) The amount includes EUR 600 000 blocked on an escrow account
CONSOLIDATED FINANGIALrSmRmENi
| (in thousands of Euro) | 30 June 2007 | 30 June 2006 |
|---|---|---|
| Attendance fees (1) | 6 | 2 |
| Other payable remunerations | 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% ofthe privilege shares of Mopoli NV.
Mopoli NV holds on behalf of Geselfina 3.210 shares of Nord Sumatra Investments and EUR 193.000.
Those assets are blocked as a security in favour of Compagnie des Glénans.
The group paid an amount EUR 44 528 for administrative assistance to Centrages in which it has a indirect share interest of 2.2%
| (in thousands of Euro) | 30 June 2007 |
|---|---|
| Statutory deposits | 7 |
| Security on Socfin's liabilities given to Compagnie des Glénans | 30.400 |
| Frozen assets hold by Mopoli NV on behalf of third parties (Security to Compagnie des Glénans) |
2.274 |
| Frozen assets in favour of Cie des Glénans | 3.526 |
| Received warrantees | 36.207 0 |
| Total of rights and commitments received | 0 |
The Bolloré group launched a take over bid on Nord-Sumatra Investissements' shares that it no longer holds at a price of EUR 545 per share. Mopoli NV as well as its subsidiary Mopoli Luxembourg decided to contribute their 6 080 shares to the bid. The profit from the sale will be paid into the blocked account in the same way as the dividends paid out by Nord-Sumatra.
During the year the Group sold its shares in Socfin to Compagnie des Glénans and gave to the buyer a guarantee of liabilities.
The group has agreed to support part of the cost of current Socfin's disputes that would exceed the provision of EUR 6.8 millions recorded in Socfin's account and other contingent liabilities that have their origin in past event. The group commitment is limited in proportion of its shares in the total capital (12.8%). In any case and independently of the current cases, the group does not guarantee beyond the sale price of the Socfin shares to the Bolloré group, that is to say EUR 30,4 million. The commitment will end by 31 December 2009 but 2016 for the disputes described below.
To date, Société Financière of Champ de Mars (ex Socfin) is involve in the cases and consecutive to the sale of Caisse Privée Banque (guaranteed of liabilities) to the BBL/ING, described below:
a) Following a conviction by Court of appeal in 2004, Socfin paid to Partimmo (ING) the sum of EUR 12,9 million under this case bom in 1993. A partial reversal of this judgement pronounced with regard to the termination compensation (EUR 0,3 million) that Partimmo was sentenced to pay. The balance, EUR 12,6 million, is definitively acquired under trusteeship, the case being sent back to the Court of Liege for the surplus.
b) In 2005, Socfin had to pay an compensation for additional damage, of EUR 0,9 million. The Court of cassation broke this judgment and sent the case back to the Court of appeal of Liege;
c) Eventually, Socfin called upon the responsibility for the State of Belgium (Ministry of Justice) for the deficiencies and delays of these legal proceedings.
d) 16 October 2007, a summons was addressed to Partimmo (ING), this time at the request of the Cornelis family. The purpose of this new case is to repair the damage which would have personally undergone Cornelis, due to the fault of Partimmo, following the bankruptcy of Cilenroc. Since the case documents are not yet available, it is difficult to provide an opinion on the ending of this proceeding.
These two actions also go back to past events (1997). The amount of the potential prejudice is EUR 18,6 million, not including possible interests, if convicted. The insurances cover, in theory, an amount reached a maximum to EUR 13,6 million. The difference as well as one excess was provisioned in the Socfin's balance sheet.
The management is not in a position to reliably estimate the probable outcome of those cases.
Directors' remuneration is regulated by art. 12 of the articles of association standing that the Directors fee is equivalent of 10% ofthe distributed profit.
However during the year discussions arose about the exact distribution of the profit. The decision was made that the shareholders will decide about tlie exact distribution of profits and consequently the exact remuneration for the board of directors during the shareholders meeting. Consequently as per the date of the financial statements there is an uncertainty about the amount to be provisioned for in the annual accounts relating to the board of directors' remuneration. This uncertainty cannot be reliably estimated at year end by the Board of Director's. The amount to be distributed to the board of directors can range from EUR 0 to EUR 2.7 million and will be charged to profit and loss account in 2008.
INITIALLED FOR IDENTlFICAlriCWinjRPOSES ONLY
CONSOLIDATED FINANCIAL STATEMENTS 25
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INITIALLED
FOR IDENTIFICATION PURPOSES ONLY
GOMPANY ONLY FINANGIAL STATEMENTS
$\sim$ $^{\prime}_{\bullet}$
| TOTAL EQUITY AND LIABILITIES | 48 522 | 48 732 |
|---|---|---|
| Other current liabilities | 0 | 2 |
| Dividends and shares to pay | 0 | 15 |
| Current liabilities | 407 | 29 |
| Deferred taxes (*) | 4 231 | 1953 |
| CURRENT LIABILITIES | 4 638 | 1999 |
| Retained eamings | 32 533 | 2 413 |
| Other reserves | 754 | 754 |
| Revaluation reserves | 8 283 | 41252 |
| Share capital | 2 314 | 2 314 |
| SHAREHOLDERS' EQUITY | 43 884 | 46 733 |
| (in thousands of Euros) | 2007 | 2006 |
| UABILITIES | ||
| TOTAL ASSETS | 48 522 | 48 732 |
| Other current assets | 60 | 15 |
| Cash and short-term deposits | 26 845 | 208 |
| Pre-paid taxes | 342 | 11 |
| CURRENT ASSETS | 27 247 | 234 |
| Financial fixed assets | 21275 | 48 498 |
| NON-CURRENT ASSETS | 21275 | 48 498 |
| (in thousands of Euros) | 2007 | 2006 |
28 wm****
FOR
(*) Refer to note 6 in consolidated account
$\cdots \cdots \cdots$
$\epsilon$ )
| NET INCOME | 30 123 | 65 |
|---|---|---|
| Other income after taxes | 31 4 29 | -2 706 |
| Income from participations in group companies after taxes | $-1306$ | 2 7 7 1 |
| (in thousands of Euros) | 2007 | 2006 |
$\mathbb{Z}^3$
COMPANY ONLY FINANCIAL STATEMENTS
Unless stated othenwise, all amounts are in thousands of euro.
The company only financial statements are prepared in accordance with accounting principles generally accepted in the Netheriands (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. Investments in other fixed assets are accounted for at fair market value.
In conformity with article 402, Book 2 of the Dutch Civil Code, a condensed statement of income is included in the Mopoli NV accounts.
For company only reporting purposes, Mopoli NV has changed the accounting policies for its financial fixed assets. Up to and including the year ended 30 June 2006 these financial fixed assets were stated at cost price. As from this year, investments in subsidiaries are stated at net assets value and other financial fixed assets are stated at fair value. The change in accounting policies was applied for retro-actively. The impact on shareholders equity as per 1 July 2005, taking the adjustment for deferred taxes at 30 June 2005 into account, is EUR 25.323. If the company had not changed its accounting policies, the company result for the year ending 30 June 2007 would have been EUR 26.960.
The company decided change these accounting policies to follow common practice. The new accounting policies reflect better the common practice of Dutch companies who prepare consolidated financial statements under IFRS.
The changes in financial fixed assets are as follows :
| Other Financial | ||||
|---|---|---|---|---|
| Subsidiaries | Fixed Assets | Total | ||
| Balance 1 July 2005 | 4 323 | 25 586 | 29 909 | |
| Result from participations | 2 771 | 2 771 | ||
| Fair value adjustment | 15 818 | 15 818 | ||
| Balance 30 June 2006 | 7 094 | 41 404 | 48 498 | |
| Result from participation | -1306 | -1306 | ||
| Disposal (sale) | 28 928 | -28 928 | ||
| Acquisition | -3 089 | -3 089 | ||
| Fair value adjustment | -78 | -78 | ||
| Balance 30 June 2007 | 5 788 | 15 487 | 21275 |
Shares valued at cost are listed below:
| 2007 | 2006 | |||
|---|---|---|---|---|
| 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 |
| Nord-Sumatra Investissements S.A. | 10.000 | 2,89 | - | - |
| Société Financière des Caoutchoucs SOCFIN S.A. |
" | " | 92.000 | 10,77 |
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. Mopoli NV bought 6.080 shares Nord-Sumatra Investissements for EUR 3.192.000 (see also note 14 Off balance sheet rights and commitments). Of these shares 974 are held by Mopoli Luxembourg. In addition, Mopoli NV holds 3 920 shares of Nord-Sumatra Investissements on behalf of Afico and Geselfina (see note 14 as well)
All other current assets are expected to be settled within one year after balance sheet date.
No restrictions exist on cash.
* JL *
60MI%Afy4MVLV/^ fc 31
| (in thousands of Euro) | Number of sha- res |
Share capital EUR |
Revalua- tion re- serve EUR |
Other reserve EUR |
Retal ned ear nings EUR |
Total EUR |
|---|---|---|---|---|---|---|
| Balance as at 30 June 2005 | 100 100 | 2 314 | 24 607 | 754 | 2 351 | 30 026 |
| Deferred tax | • 1530 (*) | • 1530 | ||||
| Balance as at 30 June 2005 (restated) | 100 100 | 2 314 | 23 077 | 754 | 2 351 | 28 496 |
| Fair value adjustment on available-for-sale invest ments Deferred tax |
18 598 - 423 (*) |
18 598 - 423 |
||||
| Total income and expense for the year recognised directly In equity Profit for the year |
18175 | 65 | 18175 65 |
|||
| Total income and expenses for the year Dividends |
- | 18175 | - | 65 3 - |
78 240 3 |
|
| Balance as at 30 June 2006 (restated) | 100 100 | 2 314 | 41 252 | 754 | 2 413 | 46 733 |
| Fair value adjustment in available-for-sales invest ments (sales) |
- 37 459 | - 37 459 | ||||
| Fair value adjustment in available-for-sales invest ments Deferred tax |
6 818 - 2 328 |
6 818 - 2 328 |
||||
| Total Income and expense for the year recognised directly in equity Profit for the year |
- - 32 969 | 30 123 | • 32 969 30123 |
|||
| Total Income and expenses for the year Dividends |
- - 32 969 | 30 123 3 - |
- 2 846 3 |
|||
| Balance as at 30 June 2007 | 100 100 | 2 314 | 8 283 | 754 32 533 | 43 884 |
%
The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:
100,000: Common shares of a nominal value of Nig 50 (EUR 22.69) (listed on Euronext Brussels) 100: Preferred stock of a nominal value of Nig 1,000 (EUR 453.78) (not listed in the stock exchange)
2,400: Founders' shares with no nominal value, (listed on Euronext Brussels)
INmALLED FOR IDB^nFIOIpQNPURPOSES ONLY 25. RESERVES
| 30 June 2007 | 30 June 2006 | |
|---|---|---|
| Revaluation reserves - Available-for-sale investments | 8 283 | 41 252 |
| Total of revaluation reserves | 8 283 | 41252 |
| Statutory reserves (not distributable) | 231 | 231 |
| Available reserves (distributable) | 523 | 523 |
| Total of the other reserves | 754 | 754 |
The company does not have any employees (2006: 0). Directors get an attendance fee of 200 Euros per meeting. Two regular meetings per year are orgenised. Directors' fee is regulated in the article of incorporation related to distribution of result.
Refer to note 11 in consolidated accounts
| 2007 | |
|---|---|
| Statutory deposits | 7 |
| Security on Socfin's liabilities given to Compagnie des Glénans | 25.550 |
| Frozen assets hold by Mopoli on behalf of third parties (Security to Compagnie des Glénans) |
2.839 |
| Frozen assets in favour of Cie des Glénans | 2.961 |
| 31.357 | |
| Received warrantees | |
| Total of rights and commitments received |
The Hague, 26 October 2007
M. Hubert FABRI-President Mr D-L. DELEAU-Director Mr Ph. De TRAUX-Director PF Representation, represented by Mr Robert de THEUX
FORlDENTlFl RPOSESONLY 'OUNG ACCOft/NTONTS Oj ^
34
OTHER INFORMATION
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.
INtTtAUÉD FOR IDENTIFICAnON PURPOSES ONLV mERNkwouNG ACCOff^TS ^ jJi
t'
٠,
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 statutes.
| EUR | |
|---|---|
| Net profit of the financial | 30.123 |
| Profit brought forward | 2.410 |
| Profit available for distribution | 32.533 |
| First: | |
| Transferred to profit carried forward | 32.533 |
| 32.533 |
INITIALLED FOR IDENTIFICATION PURPOSES ONLY EI ERNST & YOUNG ACCOUNTANTS
87
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OMHERINFORMATION
To: the Board of Directors of Palmboomen Cultuur Maatschappij Mopoli N.V.
We have audited the accompanying financial statements for the year ending 30 June 2007 of Palmboomen Cultuur Maatschappij Mopoli N.V, The Hague, as set out on page 9 to 33.
The financial statements consist of the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated balance sheet as at 30 June 2007, the profit and loss account, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. The company financial statements comprise the company balance sheet as at 30 June 2007, the company profit and loss account for the year then ended and the notes.
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Intemational Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code, and for the preparation of the Board of Director's Report in accordance with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining intemal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
3a
Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgrnent, including the assessment ofthe risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers intemal control relevant to the entity's preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation ofthe financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion the consolidated financial statements give a true and fair view of the financial position of Palmboomen Cultuur Maatschappij Mopoli N.V. as at 30 June 2007, 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 and with Part 9 of Book 2 of the Netherlands Civil Code.
In our opinion the company financial statements give a true and fair view of the financiai position of Palmboomen Cultuur Maatschappij Mopoli N.V. as at 30 June 2007, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.
Pursuant to the legal requirement under 2:393 sub 5 part e of the Netherlands Civil Code, we report, to the extent of our competence, that the Board of Directors' report is consistent with the financiai statements as required by 2:391 sub 4 ofthe Netherlands Civil Code.
The Hague, 28 November, 2007
for Ernst & Young Accountants
Signed by M. de Kimpe
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