Quarterly Report • Dec 7, 2015
Quarterly 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
102th FINANCIAL YEAR 2014/2015
General meeting of shareholders as at 15th December 2015
Mr. Hubert FABRI-President Mr Philippe de TRAUX-Director AFICO, represented by Mr Luc BOEDT Mr. Daniel HAAS, Director
Ernst & Young Accountants LLP, represented by Mr Steven Spiessens
| True and Fair View Statement | 4 |
|---|---|
| Directors' report | 5 |
| Consolidated financial statements | 9 |
| Company financial statements | 27 |
| Other information | 35 |
| Independent Auditor's Report | 36 |
We hereby confirm to the best of our knowledge:
Brussels,
D. Haas, H. Fabri, Director, Director,
To be presented to the Annual Ordinary General Meeting of Shareholders of 15 December 2015.
Directors have pleasure in submitting their report together with the audited financial statements for the year ended the 30th June 2015.
Mopoli NV is a holding company focused on tropical agro-industry.
During the year, the main source of income was the interests on cash deposits and the dividends received from Socfin shares.
The financial year ended at 30 June 2015 with a profit after taxes of EUR 1.15 million compared to a profit of EUR 0.99 million for the previous financial year.
Socfin, a holding company established under Luxembourg law, has a diversified share portfolio in the sector of tropical plantations.
At 30 June 2015, the net income reached EUR 6 million compared to EUR 7 million in June 2014. The accounts of Socfin at 30 June 2015 are unaudited.
The unrealized capital gains on the portfolio were valued at EUR 200.0 million on 30 June 2015 compared to EUR 334.2 million on 30 June 2014.
Except exceptional events, the 2015 financial year is expected to end with earnings lower than the previous financial year.
At 30 June 2015, the unrealized capital gain of Socfin shares in the Mopoli NV portfolio is EUR 17.3 million (versus EUR 17.7 million as at 30 June 2014).
At the closing date, the profit after taxes is EUR 1.15 million, and comes mainly from: - Financial earnings (interest) for EUR 0.81 million;
The total equity is EUR 57 million against EUR 56 million a year ago.
As of 30 June 2015 the Company is highly solvent as equity far exceeds the companies' liabilities. The cash flow for this year has been negative due to the loan granted to Socfinaf. 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.
The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:
There is no restriction on share transfer.
The Extraordinary General Meeting 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. The General Meeting as at 11th December 2013 renewed the authorization for 18 months from 10 December 2012. A second renewal was approved by the General Meeting on 12th December 2014 for 18 months from 10 June 2014.
Today, the company holds 5.447 ordinary and 212 founders shares.
None.
Directors are appointed, dismissed or suspended by the General Meeting of Shareholders. They are appointed for a mandate of six years. They can be reappointed.
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 2015-2016.
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 2015 is the participation in one available-for-sale investment. 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 NV is a holding company investing in agro industry projects.
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.
The Company invested in a company whose shares are listed on stock exchange. Nevertheless, it is a long term investment with no resale purposes. Based on experiences in prior years and the impact on equity, we deem the risk limited.
Litigation None
In current year 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.
Prudent liquidity risk management implies maintaining cash available for investment opportunities. Mopoli NV manages cash and short term deposit according to the needs. Mopoli NV currently has no liquidity risk.
The policy of the company is not to hedge any of the aforementioned risks.
Beyond an entrepreneurial risk, there are no special risks that the company should have to confront.
Earnings will depend on the dividends collected from shares and remuneration of loan 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 you approve this proposal, the dividends will be payable from 31 December 2015 at the desk of ING Luxembourg, Route d'Esch, 52 – 2965 Luxembourg.
Brussels, 29th October 2015 MOPOLI BOARD OF DIRECTORS
| (in thousands of euro) | Notes | 30 June 2015 | 30 June 2014 | |
|---|---|---|---|---|
| Issued capital and reserves attributable to equity holders | 57.019 | 56.284 | ||
| I. | Share capital | 5 | 2.314 | 2.314 |
| II. | Revaluation reserves | 5 | 17.225 | 17.609 |
| III. | Other reserves | 5 | 754 | 754 |
| IV. | Retained earnings | 5 | 39.913 | 38.762 |
| V. | Treasury Shares | 5 | -3.187 | -3.155 |
| NON CONTROLLING INTERESTS | 0 | 0 | ||
| EQUITY | 57.019 | 56.284 | ||
| NON-CURRENT LIABILITIES | 71 | 73 | ||
| V. | Deferred tax | 6 | 71 | 73 |
| VI. | Other long-term paya bles |
0 | 0 | |
| CURRENT LIABILITIES | 50 | 93 | ||
| VII. | Trade and other paya bles |
7 | 50 | 93 |
| VIII. | Other current liabilities | 0 | 0 | |
| TOTAL EQUITY AND LIABILITIES | 57.140 | 56.450 |
| (in thousands of euro) | Notes | 30 June 2015 | 30 June 2014 | |||
|---|---|---|---|---|---|---|
| I. | Revenue | 492 | 882 | |||
| A. B. |
Dividends Other operating revenues |
492 0 |
882 0 |
|||
| II. | Other operating expenses | -149 | -223 | |||
| A. | Other operating expenses | -149 | -223 | |||
| Operating profit | 8 | 343 | 659 | |||
| III. | Profit/Loss from non-current assets | 0 | 0 | |||
| IV. | Financial income | 9 | 812 | 346 | ||
| V. | Financial expenses | 9 | -1 | -3 | ||
| Profit before tax | 1.154 | 1.002 | ||||
| VI. | Income tax expense | 10 | 0 | -4 | ||
| Profit for the year | 1.154 | 998 | ||||
| Other comprehensive income | 30 June 2015 | 30 June 2014 | ||||
| cial Assets | Net(loss)/gain on available for-sale finan | 2 | -386 | -5.440 | ||
| gain on AFS | Deferred taxes liabilities on unrealized | 6 | 2 | 7.786 | ||
| Net other comprehensive income to be reclassified to profit or loss in subsequent periods |
-384 | 2.346 | ||||
| year, net of tax | Total comprehensive income for the | 770 | 3.344 | |||
| Profit Attributable to : Equity holders of the parent Non controlling interest |
11 | 1.154 | 0 | 998 0 |
||
| Total comprehensive income attribuable to: Equity holders of the parent Non controlling interest |
770 | 0 | 3.344 0 |
|||
| year) : | Earnings per share equity (holders of the parent for the | |||||
| Basic earnings per share Diluted earnings per share |
12.19 12.19 |
10.55 10.55 |
Interest paid : 0 (2013/2014 : 0)
Dividends received : 492 (2013/2014 : 882)
| (in thousands of euro) | Notes | 30 June 2015 | 30 June 2014 |
|---|---|---|---|
| Cash flows from operating activities | 1.146 | 890 | |
| Profit for the year | 5 | 1.154 | 998 |
| Capital gain on sale of available-for-sale invest ments |
0 | 0 | |
| Variation of other receivables | 14 | 0 | -73 |
| Variation of other current assets | 4 | 35 | 0 |
| Variation of trade and other payables | 7 | -43 | -35 |
| Cash flows from investing activities | -35.337 | -2.292 | |
| Purchase of available-for-sale investments | 2 | 0 | -2.292 |
| Variation of other receivables | 14 | -35.337 | 0 |
| Sale of available-for-sale investments | 0 | 0 | |
| Cash flows from financing activities | -35 | -3 | |
| Dividends paid | -3 | -3 | |
| Purchase of treasury shares | -32 | 0 | |
| Other long-term payables | 0 | 0 | |
| Net increase/decrease in cash and cash equivalents | -34.226 | -1.405 | |
| Cash and cash equivalents at beginning of year | 12 | 36.128 | 37.533 |
| Cash and cash equivalents at end of year | 1.902 | 36.128 | |
| Tax paid : 0 (2013/2014 : 4) | |||
| Interest received : 812 (2013/2014 : 335) |
FINANCIAL STATEMENTS 13
| (in thousands of euro) | Number of Share |
Share capital I. |
Revalua tion re serves II. |
Other reserves (1) III. |
Retained earnings IV. |
Treasury Shares V. |
Share holders' equity |
Minority interest |
Total |
|---|---|---|---|---|---|---|---|---|---|
| As at 30th June 2013 | 100.100 | 2.314 | 15.263 | 754 | 37.767 | -3.155 | 52.943 | 1 | 52.944 |
| Other comprehensive income | 2.346 | 2.346 | -1 | 2.345 | |||||
| Profit for the year | 998 | 998 | 998 | ||||||
| Total comprehensive Income for the year |
2.346 | 998 | 3.344 | -1 | 3.343 | ||||
| Dividends Treasury Shares |
-3 | -3 | -3 | ||||||
| As at 30th June 2014 | 100.100 | 2.314 | 17.609 | 754 | 38.762 | -3.155 | 56.284 | 0 | 56.284 |
| Other comprehensive income | -384 | -384 | -384 | ||||||
| Profit for the year | 1.154 | 1.154 | 1.154 | ||||||
| Total comprehensive income for the year |
-384 | 1.154 | 770 | 770 | |||||
| Dividends | -3 | -3 | -3 | ||||||
| Treasury shares | -32 | -32 | -32 | ||||||
| As at 30th June 2015 | 100.100 | 2.314 | 17.225 | 754 | 39.913 | -3.187 | 57.019 | 0 | 57.019 |
| See Note 5 for details on re |
valuation reserves, other reserves and retained earnings
Palmboomen Cultuur Maatschappij 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. Its registered offices are located at 13, J.W. Frisolaan, 2517 JS the Hague, and its administrative headquarters are located at 2, Place du Champ de Mars, 1050 Ixelles. The company is listed on Euronext Brussels.
Mopoli NV is a holding company investing in agro industry project.
In application of European Regulation no. 1606/2002 of 19 July 2002 on International Accounting Standards, the accounts for the 2014-2015 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 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 29th October 2015.
The financial statements are presented in euros and all values are rounded to the nearest thousand ('000) except when otherwise indicated.
In conformity with article 402, Book 2 of the Dutch Civil Code, a condensed statement of income is included in the Mopoli N.V. accounts.
There is no change in the accounting policy and disclosures for the period covered by those financial statements.
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.
The Company has accumulated net notional interest deductions at June 30, 2015 useable to offset future taxable profits in Belgium for K€ 590 expiring in 2018. The company has not recognized deferred tax assets in relation to these amounts. The valuation of this asset depends on a number of judgmental assumptions regarding the future probable taxable profits before expiration date of the unused tax deductions. These estimates are made prudently in the limit of the best current knowledge. Where circumstances should change and the final tax outcome would be different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax assets in the period in which such determination is made.
Management is of the opinion that they will not generate future taxable profits that will enable to use the unused deductions within the expiration deadline.
As investor in tropical agro business projects, the company has to deal with potential high risk. That is why the company is not investing directly in the projects but through well structured listed companies that have developed the know-how in that business and are designed to manage the risk.
The Company invested in a company whose shares are listed on stock exchange. Nevertheless, it is a long term investment with no resale purposes. Based on experiences in prior years and the impact on equity, we deem the risk limited.
In current year 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.
Prudent liquidity risk management implies maintaining cash available for investment opportunities. Mopoli NV manages cash and short term deposit according to the needs. Mopoli NV currently has no liquidity risk.
The reporting currency of the financial statements is the euro. The 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 as well as the income received on cash investments. If applicable, the Company applies the IFRS standards related to borrowing costs.
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. They include shares in non-consolidated companies.
Initial value of assets is measured at cost, i.e., generally, at acquisition cost, plus transaction costs.
The fair value of shares in listed companies is the stock exchange price as at balance sheet date while the fair value of the shares of non listed companies is based in generally accepted valuation models like discounted cash flow.
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.
None of the new standards listed below and that need to be applied for the first time has an impact on the financial statements.
Standards and interpretations issued but not yet effective up to the date of issuance of the financial statements are listed below. None of them are expected to have an impact on the financial statements.
IFRS 9 Financial Instruments, effective 1 January 2018
IFRIC 21 Levies, effective 17 June 2014
Annual Improvements to IFRSs - 2010-2012 Cycle (Issued December 2013), effective 1 February 2015 Annual Improvements to IFRSs - 2011-2013 Cycle (Issued December 2013), effective 1 February 2015 Annual Improvements to IFRSs - 2012-2014 Cycle (Issued September 2014)1 , effective 1 January 2016 The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
1 Not yet endorsed by the EU as per 1 July 2015
Financial Fixed Assets
| 2015 | 2014 | |||
|---|---|---|---|---|
| Number of Shares |
% | Number of Shares |
% | |
| Other Financial fixed assets | ||||
| SOCFIN S.A. | 703.000 | 4,94 | 703.000 | 4,94 |
(in thousands of euro) Available- for-sale investments
| As at 30 June 2013 | 23.360 |
|---|---|
| Sales | 0 |
| Acquisitions | 2.291 |
| Fair value adjustment | -5.440 |
| As at 30 June 2014 | 20.211 |
| Sales | 0 |
| Acquisitions | 0 |
| Fair value adjustment | -386 |
| As at 30 June 2015 | 19.825 |
| Evaluation at cost (historical) |
Evaluation at fair value |
|||
|---|---|---|---|---|
| (in thousands of euro) | 30 June 2015 |
30 June 2014 |
30 June 2015 |
30 June 2014 |
| Available-for-sale investments | ||||
| Shares | 2.529 | 2.529 | 19.825 | 20.211 |
Available-for-sale investments are invested in shares listed on regulated European markets and may be subject to large and/or sudden variation of price. In 2015, the only shares held are Socfin shares (listed and quoted).
This instrument is qualified as a level 1 according to the fair value hierarchy.
The Group has liquidated the Luxembourg subsidiary in March 2014. Since then, there are no subsidiaries anymore.
| Total of other current assets | 3 | 38 |
|---|---|---|
| Accrued income | 0 | 35 |
| Deferred charges | 3 | 3 |
| (in thousands of euro) | 30 June 2015 | 30 June 2014 |
| Note 5 : Equity (In units) |
Ordinary shares |
|---|---|
| Number of shares as at 30 June 2013 | 100 100 |
| Changes during the year | 0 |
| Number of shares as at 30 June 2014 | 100 100 |
| Changes during the year | 0 |
| Number of shares as at 30 June 2015 | 100 100 |
| Number of ordinary shares issued, fully paid, without nominal value | 100 100 |
The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:
100,000: Common shares of a nominal value of Nlg 50 (EUR 22.69) (listed on Euronext Brussels) 100: Preferred stock of a nominal value of Nlg 1,000 (EUR 453.78) (not listed on Euronext Brussels)
2,400: Founders' shares with no nominal value. (listed on Euronext Brussels)
At year end, the company owned 5.447 (2014 : 5.444) of its own common shares, and 212 (2014 : 208) of its founders shares.
| 30 June 2015 | 30 June 2014 | |
|---|---|---|
| Revaluation reserves - Available-for-sale investments | 17.225 | 17.609 |
| Total of revaluation reserves | 17.225 | 17.609 |
| Statutory reserves (not distributable) | 231 | 231 |
| Other reserves (distributable) | 523 | 523 |
| Total of the other reserves | 754 | 754 |
The extraordinary general meeting as at 10th June 2008 authorised the company to acquire its own shares.
The General Meeting as at 12th December 2014 renewed the authorization for 18 months from 10 June 2014. At the end of the year, 212 founder's shares and 5.447 have been bought back for a total of 3.187 million euros, deducted from the Shareholder's equity.
The revaluation reserve available-for-sale is not distributable.
(in thousands of euro)
| Retained earnings at 30 June 2013 | 37.767 |
|---|---|
| Profit of the year | 998 |
| Dividends | -3 |
| Retained earnings at 30 June 2014 | 38.762 |
| Profit of the year | 1.154 |
| Dividends | -3 |
| Retained earnings at 30 June 2015 | 39.913 |
| (in thousands of euro) | 30 June 2015 | 30 June 2014 |
|---|---|---|
| As at 1 July | 73 | 7.859 |
| Revaluation of available-for-sale investments | -2 | 0 |
| Change in tax rate | 0 | -7.786 |
| As at 30 June | 71 | 73 |
The Deduction for Notional Interest unused is 590.450 euros for current year (expiration date : 31/12/2018)
These deferred tax assets on unused notional interest deductions have not been recognised as management estimates that they will not be able to use those assets before they expire.
Due to the company meeting all the conditions to benefit from a reduced tax rate on the gains on sale of the AFS shares held, the deferred tax liability has been reduced from a tax rate of 33,99% to 0,412% in 2014.
Deferred tax liabilities are related to items included in equity only.
| Trade and other payables whose recovery is awaited 1 year at the most |
50 | 93 |
|---|---|---|
| Total of Trade and other payables | 50 | 93 |
| Other payables | 0 | 30 |
| Trade | 50 | 63 |
| (in thousands of euro) | 30 June 2015 | 30 June 2014 |
Unrealised variations in fair value are recognised directly in equity. When the shares are disposed,
| Operating profit | 343 | 659 |
|---|---|---|
| Other operating expenses | 0 | 0 |
| Administrative expenses | -149 | -223 |
| Other operating revenues | 0 | 0 |
| Other operating income (Dividends) | 492 | 882 |
| (in thousands of euro) | 30 June 2015 | 30 June 2014 |
The decrease in administrative expenses is due to the liquidation of the Luxembourg subsidiary in
| (in thousands of euro) | 30 June 2015 | 30 June 2014 |
|---|---|---|
| Other financial costs | -1 | -3 |
| Total of financial costs | -1 | -3 |
| Interests | 812 | 346 |
| Other financial revenue | 812 | 346 |
| Financial result | 811 | 343 |
The increase in interests received is mainly related to the loan granted to a related party , bearing a higher interest rate than the bank account.
| Income tax expense | 0 | 4 | |
|---|---|---|---|
| Adjustment related to previous year tax assesment | 0 | 0 | |
| Deduction for Notional Interest | -392 | -337 | |
| Non-deductible expenses | 0 | 0 | |
| Revenue exempt from tax | 0 | 0 | |
| Tax at the applicable local rate | 33,99% | 392 | 341 |
| Applicable local rate | 33,99% | 33,99% | |
| Profit before tax | 1.154 | 1.003 | |
| Income tax | 0 | 4 | |
| Net income attributable to equity holders of the parent | 1.154 | 999 | |
| Reconciliation of income tax expense | |||
| Income tax expense | 0 | -4 | |
| Current income tax | 0 | -4 | |
| (in thousands of euro) | 30 June 2015 | 30 June 2014 | |
| Components of income tax |
The Deduction for Notional Interest unused is 590.450 euros at the end of this year (expiration date : 31/12/2018)
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 company did not issued any financing instrument requiring to disclose a diluted earnings per share.
| (in thousands of euro) | 30 June 2015 | 30 June 2014 |
|---|---|---|
| Numerator | ||
| Net profit from continuing operations | 1.154 | 999 |
| Net profit from discontinued operations | 0 | 0 |
| Net profit | 1.154 | 999 |
| Denominator | ||
| Weighted average number of ordinary shares | 94.655,75 | 94.656,00 |
| Net profit from continuing operations per share (in euro) | 12.19 | 10.55 |
| Net profit from discontinued operations per share (in euro) | 0,00 | 0,00 |
| Net profit per share (in euro) | 12.19 | 10.55 |
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 2015 | 30 June 2014 |
|---|---|---|
| Cash at banks and in hand | 430 | 851 |
| Short-term deposits | 1.472 | 35.277 |
| Cash and cash equivalents | 1.902 | 36.128 |
| There are not undrawn borrowing facilities. |
Note 13 : Related parties
| (in thousands of euro) | 30 June 2015 | 30 June 2014 |
|---|---|---|
| Attendance fees (1) | 0 | 3 |
(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 € 72.600 for administrative assistance to Centrages in which it has a indirect share interest of 2.2%. All administrative and accounting services are provided by Centrages.
The Company has granted a loan of € 35 million to Socfinaf, a company affiliated to Socfin. This loan bears an interest rate of 4% and has an indefinite term, but it can be recalled at any time. The loan is measured at amortized cost, which is equal to the nominal value of the loan. The fair value of the loan equals the valuation at amortized cost.
The transactions with related parties are done at arm's length.
| (in thousands of euro) | 30 June 2015 | 30 June 2014 | |
|---|---|---|---|
| Other receivables | 35.410 | 73 | |
| Total of Other receivables | 35.410 | 73 | |
| Other receivables whose recovery is awaited 1 year at the most |
35.410 | 73 |
| Note 15 : Off balance sheet rights and commitments | ||
|---|---|---|
| (in thousands of euro) | 30 June 2015 | 30 June 2014 |
| Statutory deposits | 1 | 7 |
| Total of rights and commitments received | 1 | 7 |
The Group has liquidated the Luxembourg subsidiary in March 2014. Since then, there are no subsidiaries anymore.
None
DUTCH GAAP BALANCE SHEET BEFORE APPROPRIATION OF PROFIT AS AT 30 JUNE (In thousands of euros)
| Notes | 2015 | 2014 | |
|---|---|---|---|
| 19.825 | 20.211 | ||
| 19 | 19.825 | 20.211 | |
| 37.315 | 36.240 | ||
| 22 | 1.902 | 36.128 | |
| 21 | 35.413 | 111 | |
| 57.140 | 56.450 | ||
| 2015 | 2014 | ||
|---|---|---|---|
| SHAREHOLDERS' EQUITY | 57.019 | 56.285 | |
| Share capital | 24 | 2.314 | 2.314 |
| Revaluation reserves | 25 | 17.225 | 17.609 |
| Statutory reserve | 25 | 231 | 231 |
| Other reserves | 25 | -2.664 | -2.632 |
| Result for the year | 23 | 1.154 | 998 |
| Retained earnings | 23 | 38.759 | 37.765 |
| PROVISIONS | 71 | 73 | |
| Deferred taxes | 6 | 71 | 73 |
| CURRENT LIABILITIES | 50 | 92 | |
| Other debts | 26 | 50 | 92 |
| TOTAL EQUITY AND LIABILITIES | 57.140 | 56.450 |
(In thousands of euros)
| 2015 | 2014 | |
|---|---|---|
| Income from participations in group companies after taxes | 0 | -65 |
| Other income after taxes | 1.154 | 1.063 |
| Net income | 1.154 | 998 |
Unless stated otherwise, all amounts are in thousands of euro.
The financial statements have been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code. In accordance with the provisions of Section 362-8 of Book 2 of the Dutch Civil Code the accounting policies used are the same as those used in the Notes to the financial statements, prepared under IFRS as adopted by the European Union.
Investments in subsidiaries are accounted for in accordance with the equity method applying the IFRS accounting policies as described in the financial statements.
There are changes in the accounting policies and disclosures for the period covered by those financial statements.
The changes in financial fixed assets are as follows :
| Other Financial | |||||
|---|---|---|---|---|---|
| Subsidiaries | Fixed Assets | Total | |||
| Balance 30 June 2013 | 6.017 | 23.360 | 29.377 | ||
| Result from participations | -65 | ||||
| Disposal (sale) | -5.952 | -6.017 | |||
| Acquisition | 2.291 | 2.291 | |||
| Fair value adjustment | -5.440 | -5.440 | |||
| Balance 30 June 2014 | 0 20.211 |
20.211 | |||
| Result from participation Disposal (sale) Acquisition |
|||||
| Fair value adjustment | -386 | -386 | |||
| Balance 30 June 2015 | 0 19.825 |
19.825 |
| Shares valued at cost are listed below: | 2015 | 2014 | |||
|---|---|---|---|---|---|
| Number of shares |
% | Number of shares |
% | ||
| Subsidiaries (included in consolidated fi nancial statements) |
|||||
| None | 0 | 0,00 | 0 | 0,00 | |
| Other financial fixed assets | |||||
| SOCFIN S.A. | 703.000 | 4,94 | 703.000 | 4,94 |
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.
Detailed information about the loan to Socfinaf are reported in note 13. All other receivables are expected to be settled within one year after balance sheet date.
No restrictions exist on cash.
| (in thousands of euro) | Number of Share |
Share capital I. |
Revalua tion re serves II. |
Statutory reserves III. |
Other re serves IV. |
Retained earnings V. |
Total |
|---|---|---|---|---|---|---|---|
| As at 30th June 2013 | 100.100 | 2.314 | 15.263 | 231 | -2.632 | 37.766 | 52.942 |
| Fair value adjustment on available-for-sale investments |
|||||||
| Fair value adjustment on | -5.440 | -5.440 | |||||
| available-for-sale investments Deferred tax |
7.786 | 7.786 | |||||
| Total Income and expense for the year recognised directly in equity |
2.346 | 2.346 | |||||
| Result for the year | 998 | 998 | |||||
| Total Income and expense for the year |
2.346 | 998 | 3.344 | ||||
| Dividends Treasury Shares |
-3 | -3 | |||||
| As at 30th June 2014 | 100.100 | 2.314 | 17.609 | 231 | -2.632 | 38.763 | 56.285 |
| Fair value adjustment on available-for-sale investments (sales) |
|||||||
| Fair value adjustment on available-for-sale investments |
-386 | -386 | |||||
| Deferred tax | 2 | 2 | |||||
| Total income and expense for the year recognised directly in equity |
-384 | -384 | |||||
| Profit for the year | 1.154 | 1.154 | |||||
| Total income and expense for the year |
-384 | 1.154 | 770 | ||||
| Dividends | -3 | -3 | |||||
| Treasury shares | -32 | -32 | |||||
| As at 30th June 2015 See Note 5 for details on re |
100.100 | 2.314 | 17.225 | 231 | -2.664 | 39.913 | 57.019 |
| valuation reserves, other re serves and retained earnings |
The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:
| (in thousands of euro) | 30 June 2015 | 30 June 2014 |
|---|---|---|
| Revaluation reserves - Available-for-sale investments | 17.225 | 17.609 |
| Total of revaluation reserves | 17.225 | 17.609 |
| Statutory reserves (not distributable) | 231 | 231 |
| Total of statutory reserves | 231 | 231 |
| Other reserves (distributable) | -2.664 | -2.632 |
| Total of the other reserves | -2.664 | -2.632 |
By resolution of the extraordinary general meeting on 10 June 2008, the management board was authorised to purchase treasury shares. Altogether, 7 treasury shares were purchased in the financial year. Mopoli held 212 founders shares and 5.447 ordinary shares as of 30 June 2015 for a total of 3,2 million euros, deducted from the Other reserves.
The revaluation reserve available-for-sale is not distributable.
| Trade and other payables whose recovery is awaited 1 year at the most |
50 | 92 |
|---|---|---|
| Total of Trade and other payables | 50 | 92 |
| Other payables | 0 | 0 |
| Trade | 50 | 92 |
| (in thousands of euro) | 30 June 2015 | 30 June 2014 |
The company does not have any employees. Directors' fee is regulated in the article of incorporation related to distribution of result. No Remuneration was paid to directors this year.
Refer to note 11 in the accounts prepared under IFRS
(in thousands of euro)
| 2015 | 2014 | ||||
|---|---|---|---|---|---|
| Ernst & Young Accountants LLP (Netherlands) | 11 | 11 | |||
| These fees solely relate to the audit of the financial statements. | |||||
| 2015 | 2014 | ||||
| Ernst & Young Belastingadviseurs LLP (Netherlands) | 0 | 4 | |||
| These fees solely relate to support for the Dutch corporate income tax returns. | |||||
| Note 30 : CONTINGENCIES | |||||
| 2015 | 2014 | ||||
| Statutory deposits | 1 | 7 | |||
| Total of rights and commitments received | 1 | 7 |
The Hague,
BOARD OF DIRECTORS
M. 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)
The Meeting, under article 14, decides what amortisations to apply.
After deducting amortisations, preferred shareholders will receive a first dividend corresponding to 7% of the amount cleared from their shares, overestimated by the amounts that could only have been attributed to up to 7% for a given preceding year. The dividend attributed per year to these preferred shares will never exceed 7%.
Of the amount after this distribution to preferred shareholders, it will, if possible:
a) be allocated 5% for the forming and maintenance of a reserve fund. This deduction ends when the reserve funds reach one tenth of the social capital.
b) be allocated for as long as needed, some amount to be distributed up to 5% of the interest on the amounts cleared from ordinary shares.
10% to the Board of Directors 40% to founders' shareholders 50% to ordinary shareholders
However, the Ordinary Annual Meeting of Shareholders can decide upon request of the Board of Directors that the 50% intended for ordinary shareholders will be fully or partially transferred to a special account or will be allocated to a special reserve.
The Annual Meeting of Shareholders determines the date on which the dividends will be paid.
The dividends that are not claimed five years after going into payment return to the company and are credited to the income statement.
If it appears over several years that the income statement shows a loss and if this cannot be attributed to a reserve or written off in another way, there will be no distribution profit over the following years for as long as this loss continues.
The Board of Directors submits the following proposal for the distribution of income and attribution of dividends to the approval of the General Meeting for Shareholders in accordance with article 12 of the Articles of Association. The purchased treasury shares restrict the distributable reserves (2.597).
| EUR | |
|---|---|
| Net result of the financial | 1.154 |
| Profit brought forward | 38.762 |
| Profit to be distributed | 39.916 |
| First : | |
| Dividend to preferred shares | 3 |
| Transferred to profit carried forward | 39.913 |
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.
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