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Ovostar Union PLC Interim / Quarterly Report 2011

Aug 23, 2011

5746_ir_2011-08-23_60fff258-6c8d-4837-b0ff-d5aa4ba96708.pdf

Interim / Quarterly Report

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LLC Ovostar Union and its subsidiaries
Consolidated condensed interim financial statements (Unaudited)
For the six month ended 30 June 2011

BAKER TILLY UKRAINE


CONTENTS

REPORT ON REVIEW 3

CONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME 5

CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION 6

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS 9

  1. Corporate information 9
    2.1. Basis of preparation 10
    2.2. Basis of consolidation 10
  2. New standards, interpretations and amendments 11
  3. Seasonality of operations 12
  4. Segment information 12
  5. Other operating income 14
  6. Other operating expenses 15
  7. Amortization and depreciation expenses 15
  8. Employee benefits expense 15
  9. Income tax 16
  10. Biological assets 16
  11. Property, plant and equipment 18
  12. Other non-current assets 19
  13. Interest-bearing loans and other non-current financial liabilities 19
  14. Inventories 20
  15. Trade and other receivables (current) 20
  16. Equity 21
  17. Trade and other payables (current) 22
  18. Related party disclosures 22
  19. Commitments and contingencies 24
  20. Subsequent events 25

BAKER TILLY UKRAINE

28 FIZKULTURY ST,
KYTV, 03680 UKRAINE
TEL: +38 044 284 1865
FAX: +38 044 284 1866
E-MAIL: [email protected]
www.bakertillyukraine.com

Report on Review

To the attention of Shareholders and Directors of LLC Ovostar Union

Introduction

We have reviewed the accompanying consolidated condensed interim statement of financial position of LLC Ovostar Union (the Group hereinafter), as at June 30, 2011, and the related consolidated condensed interim statements of comprehensive income, changes in equity and cash flows for the six months then ended. Management is responsible for the preparation and presentation of this Consolidated Condensed Interim Financial Statements in accordance with International Financial Reporting Standards. Our responsibility is to express a conclusion on this Consolidated Condensed Interim Financial Statements based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for Qualified Conclusion

In the adoption of IFRS 1 “First time Adoption of International Reporting Standards”, the Group assumed the carrying amount of property, plant and equipment formed in accordance with the previous conceptual framework as their deemed cost. At the date of the transition to IFRS, property, plant and equipment with the carrying amount of USD 7 686 thousand were accounted for in accordance with the property, plant and equipment valuation model, which is inconsistent with IAS 16 “Property, plant and equipment”. In our opinion, during the preparation of these consolidated condensed interim financial statements, the Group should have assumed the fair value of property, plant and equipment as their deemed cost. The effect of these deviations from the requirements of the International Financial Reporting Standards on the carrying amount of property, plant and equipment ant the amount of net profits, income taxes and retained earnings for the six month ended 30 June 2011 was not identified.

an independent member of BAKER TILLY INTERNATIONAL


Qualified Conclusion

Except for the adjustments to the Consolidated Condensed Interim Financial Statements that we might have become aware of had it not been for the situation described above, based on our review, nothing has come to our attention that causes us to believe that the accompanying Consolidated Condensed Interim Financial Statements is not prepared, in all material respects, in accordance with IAS 34 "Interim Financial Reporting".

Partner

"BAKER TILLY UKRAINE" ILP

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Sergey Kesarev

15 August 2011

Kiev, Ukraine

Registration # 1737


LLC OVOSTAR UNION AND ITS SUBSIDIARIES

Consolidated condensed interim financial statements (Unaudited)

ovostar union

CONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

For the six month ended 30 June 2011

(in USD thousand, unless otherwise stated)

Notes 6 months ended 30 June
2011 2010
(unaudited) (unaudited)
Revenue 22 110 16 540
Net change in fair value of Biological assets 11 1 286 359
Cost of sales (14 670) (11 974)
Gross profit 8 726 4 925
Other operating income 6 2 445 1 985
Selling and distribution costs (1 246) (1 476)
Administrative expenses (731) (781)
Other operating expenses 7 (794) (239)
Operating profit 8 400 4 414
Finance costs (473) (472)
Finance income 312 281
Profit before tax 8 239 4 223
Income tax expense 10 (58) (455)
Profit for the period 8 181 3 768
Other comprehensive income
Exchange differences on translation of foreign operations (64) 259
Other comprehensive income for the period, net of tax (64) 259
Total comprehensive income for the period, net of tax 8 117 4 027
Profit attributable to:
Owners of the parent 8 160 4 567
Non-controlling interests 29 (799)
8 189 3 768
Other comprehensive income attributable to:
Owners of the parent (61) 232
Non-controlling interests (3) 27
(64) 259

On 15 August of 2011 the Board of Directors of Ovostar Union LLC authorised these consolidated condensed interim financial statements for issue.

Borys Bielikov
Chief Executive Officer

Yuriy Doroshev
Chief Financial Officer

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES

Consolidated condensed interim financial statements (Unaudited)

ovostar

union

CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

As at 30 June 2011 and 31 December 2010

(in USD thousand, unless otherwise stated)

Notes As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
Assets
Non-current assets
Non-current biological assets 11 11 721 6 121
Property, plant and equipment 12 13 073 11 629
Intangible assets 2 2
Other non-current assets 13 1 684 1 149
Deferred tax assets 7 29
26 487 18 930
Current assets
Inventories 15 6 361 8 990
Current biological assets 11 3 092 5 026
Trade and other receivables 16 14 985 7 174
Prepayments 560 326
Prepayments for income tax 18 -
Cash and cash equivalents 303 358
25 319 21 874
Total assets 51 806 40 804
Equity and liabilities
Equity
Issued capital 17 45 45
Foreign currency translation reserve (7 671) (7 610)
Retained earnings 44 797 36 637
Equity attributable to owners of the parent 37 171 29 072
Non-controlling interests 2 379 2 353
Total equity 39 550 31 425
Non-current liabilities
Interest-bearing loans and other non-current financial liabilities 14 2 444 230
Deferred tax liabilities 64 5
2 508 235
Current liabilities
Trade and other payables 18 3 297 4 448
Advances received 572 524
Interest-bearing loans and borrowings 14 5 855 4 150
Provisions 24 22
9 748 9 144
Total liabilities 12 256 9 379
Total equity and liabilities 51 806 40 804

Borys Bielikov

Chief Executive Officer

Yuriy Doroshev

Chief Financial Officer

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES

Consolidated condensed interim financial statements (Unaudited)

ovostar union

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

For the six month ended 30 June 2011

(in USD thousand, unless otherwise stated)

Issued capital Foreign currency translation reserve Merger reserve Retained earnings Total Non-controlling interests Total equity
As at 31 December 2009 18 (7 459) 11 551 22 970 27 080 2 929 30 009
Profit for the period 4 567 4 567 (799) 3 768
Other comprehensive income 232 - 232 27 259
Total comprehensive income - 232 - 4 567 4 799 (772) 4 027
Other equity movements (Note 17) - - 254 (157) 97 - 97
As at 30 June 2010 (unaudited) 18 (7 227) 11 805 27 380 31 976 2 157 34 133
As at 31 December 2010 45 (7 610) - 36 637 29 072 2 353 31 425
Profit for the period 8 160 8 160 29 8 189
Other comprehensive income (61) - (61) (3) (64)
Total comprehensive income - (61) - 8 160 8 099 26 8 125
As at 30 June 2011 (unaudited) 45 (7 671) - 44 797 37 171 2 379 39 550

Borys Bielikov

Chief Executive Officer

Yuriy Doroshev

Chief Financial Officer

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS

For the six month ended 30 June 2011
(in USD thousand, unless otherwise stated)

6 months ended 30 June
2011 2010
(unaudited) (unaudited)
Operating activities
Profit before tax 8 239 4 223
Non-cash adjustment to reconcile profit before tax to net cash flows
Depreciation of property, plant and equipment and amortisation of intangible assets 911 853
Net change in fair value of Biological assets (1 286) (359)
Loss on disposal of property, plant and equipment 65 -
Finance income (312) (252)
Finance costs 473 472
Movements in provisions 2 (61)
Working capital adjustments:
(Increase)/Decrease in trade and other receivables less receivables for securities sold but not yet settled (7 806) (3)
(Increase)/Decrease in prepayments to suppliers (234) (169)
(Increase)/Decrease in inventories 2 629 (573)
(Increase)/Decrease in biological assets (2 380) (2 615)
(Increase)/Decrease in short-term deposits - 1 370
Increase/(Decrease) in trade and other payables and Advances received (1 128) (351)
(827) 2 535
Interest received 2 73
Income tax paid (41) (76)
Net cash flows from/(used in) operating activities (866) 2 532
Investing activities
Proceeds from sale of property, plant and equipment - -
Purchase of property, plant and equipment (2 388) (333)
Outflow from current loans issued (5) -
Proceeds from repayment of current loans issued - 98
Net cash flows from/(used in) in investing activities (2 393) (235)
Financing activities
Proceeds from borrowings 10 647 4 696
Repayment of borrowings (6 728) (7 273)
Interest paid (282) (948)
Net cash flows from/(used in) financing activities 3 637 (3 525)
Net increase/(decrease) in cash and cash equivalents 378 (1 228)
Net foreign exchange difference 433 (732)
Cash and cash equivalents at 1 January 358 577
Cash and cash equivalents at 30 June 303 81

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

1. Corporate information

Principal activities of Limited Liability Company "Ovostar Union" (referred to herein as the "Company") and its subsidiaries (together – the "Group") include egg production, distribution and egg products manufacturing. The holding company of the Group was registered under the name Limited Liability Company "Boryispol Agro Trade" in accordance with the laws of Ukraine as a limited liability company on 28 July 1999. It was renamed to Limited Liability Company "Ovostar Union" on 27 December 2010. The registered office and principal place of business of the Company is 34 Petropavlivska Street, 34, Kyiv, Ukraine. Its principal activity is the holding of ownership interests in its subsidiaries and strategic management. The Group operates through a number of subsidiaries in Ukraine (the list of the subsidiaries is disclosed below) and has a concentration of its business in Ukraine, where its production facilities are located.

The Group was formed in December 2010, through a number of transactions resulting in the transfer to the Company of controlling ownership interest in the subsidiaries from entities which were under common control at the time of the reorganization and Beneficial Owners, which is further described in Note 17.

All subsidiaries companies are registered under the laws of Ukraine. The Group is controlled by the Beneficial Owners – Mr. Borys Bielikov and Mr. Vitalii Veresenko (hereinafter, the "Beneficial Owners").

On 22 March 2011 Ovostar Union N.V. was incorporated for the purposes of initial public offering. Ovostar Union N.V. is a Dutch limited liability company. The registered office of the Company is Koningslaan 17, 1075AA, Amsterdam, the Netherlands. On 28 March 2011 Ovostar Union N.V. (the Netherlands) acquired 99.8% of corporate rights of the Company from Beneficial Owners at its nominal value. In June 2011 the shares of Ovostar Union N.V. were admitted on the regulated market of the Warsaw Stock Exchange.

The Group's included the following subsidiaries as at 30 June 2011 and 31 December 2010:

Name of the subsidiary Business activities As at 30 June 2011 As at 31 December 2010
Limited Liability Company "Ovostar" Egg-derivatives production and distribution 98% 98%
Open Joint Stock Company "Poultry Farm Ukraine" Production of shell eggs, assets holding 92% 92%
Open Joint Stock Company "Krushynskyy Poultry Complex" Trading company 76% 76%
Closed Joint Stock Company "Malynove" Production of shell eggs, assets holding 94% 94%
Limited Liability Company "Yasensvit" Breeder farms, production of hatching eggs, farms for growing young laying flock and for laying flock, production and distribution of shell eggs, animal feed production 98% 98%
Limited Liability Company "Skybynskyy Fodder Plant" In the process of liquidation 99% 99%

The consolidated condensed interim financial statements for the six month ended 30 June 2011 were authorised for issue on the 15 August 2011.

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

2.1. Basis of preparation

These consolidated condensed interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting".

The consolidated condensed interim financial statements do not include all the information and disclosures required in the annual financial statements. These consolidated condensed interim financial statements should be read in conjunction with the annual consolidated financial statements for the year ended 31 December 2010, which have been prepared in accordance with IFRSs.

The consolidated condensed interim financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The accounting policies adopted are consistent with those of the previous financial year, except as described below.

Exceptional items are disclosed and described separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount.

The companies of the Group maintain their accounting records under Ukrainian Accounting Standards ("UAS"). UAS principles and procedures may differ from those generally accepted under IFRS. Accordingly, the consolidated condensed interim financial statements, which have been prepared from the Group entities' UAS records, reflect adjustments necessary for such financial statements to be presented in accordance with IFRS.

The consolidated condensed interim financial statements have been prepared on a historical cost basis, except for biological assets, agricultural produce, and certain financial instruments that have been measured at fair value. The consolidated condensed interim financial statements are presented in US dollars and all values are rounded to the nearest thousand, except when otherwise indicated.

Relevant exchange rates are presented as follows:

As at 30 June 2011 As at 31 December 2010
USD 7.972 7.962
EUR 11.5 10.573

The financial statements are prepared on a going-concern basis, under which assets are sold and liabilities are repaid in the ordinary course of business. The accompanying consolidated condensed interim financial statements do not include adjustments that would need to be made in case if the Group was unable to continue as a going concern.

2.2. Basis of consolidation

The consolidated condensed interim financial statements comprise the financial statements of the Group and its subsidiaries as at 30 June 2011.

The consolidated condensed interim financial statements incorporate the financial statements of the Parent and entities controlled by the Parent (its subsidiaries). Control is achieved when the Parent has the power to govern the financial and operating policies of an entity, either directly or indirectly, so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated condensed interim financial statements of the Group from the date when control effectively commences.

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

All significant intercompany transactions, balances and unrealized gains/(losses) on transactions are eliminated on consolidated condensed interim, except when the intragroup losses indicate an impairment that requires recognition in the consolidated condensed interim financial statements.

Non-controlling interests represent the interest in subsidiaries not held by the Group. Non-controlling interests at the reporting date represent the minority shareholders' portion of the fair value of the identifiable assets and liabilities of the subsidiary at the acquisition date and the minorities' portion of changes in net assets since the date of the combination. Non-controlling interests are presented within the shareholders' equity.

Any excess or deficit of the consideration paid over the net assets on the acquisition of non-controlling interests in subsidiaries is charged or credited to accumulated profits.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those adopted by the Group.

3. New standards, interpretations and amendments

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2010, except for the adoption of new standards and interpretations as of 1 January 2011, as noted below:

IAS 24 Related Party Disclosures (Amendment)

The amended standard is effective for annual periods beginning on or after 1 January 2011. It clarified the definition of a related party to simplify the identification of such relationships and to eliminate inconsistencies in its application. The revised standard introduces a partial exemption of disclosure requirements for government-related entities. The Group does not expect any impact on its financial position or performance. Early adoption is permitted for either the partial exemption for government-related entities or for the entire standard.

IAS 32 Financial Instruments: Presentation – Classification of Rights Issues (Amendment)

The amendment to IAS 32 is effective for annual periods beginning on or after 1 February 2010 and amended the definition of a financial liability in order to classify rights issues (and certain options or warrants) as equity instruments in cases where such rights are given pro rata to all of the existing owners of the same class of an entity's non-derivative equity instruments, or to acquire a fixed number of the entity's own equity instruments for a fixed amount in any currency. This amendment will have no impact on the Group after initial application.

IFRS 9 Financial Instruments: Classification and Measurement

IFRS 9 as issued reflects the first phase of the IASBs work on the replacement of IAS 39 and applies to classification and measurement of financial assets as defined in IAS 39. The standard is effective for annual periods beginning on or after 1 January 2013. In subsequent phases, the IASB will address classification and measurement of financial liabilities, hedge accounting and derecognition. The completion of this project is expected in early 2011.

IFRIC 14 Prepayments of a minimum funding requirement (Amendment)

The amendment to IFRIC 14 is effective for annual periods beginning on or after 1 January 2011 with retrospective application. The amendment provides guidance on assessing the recoverable amount of a net pension asset. The amendment permits an entity to treat the prepayment of a minimum funding requirement as an asset. This amendment will have no impact on the Group after initial application.

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

Improvements to IFRSs (issued in May 2010)

In May 2010, the IASB issued its third omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The adoption of the following amendments resulted in changes to accounting policies, but did not have any impact on the financial position or performance of the Group.

  • IFRS 3 Business Combinations
  • IFRS 7 Financial Instruments: Disclosures
  • IAS 1 Presentation of Financial Statements
  • IAS 27 Consolidated and Separate Financial Statements
  • IFRIC 13 Customer Loyalty Programmes

4. Seasonality of operations

The Group earns a major part of its revenues and margins in the second half of the calendar and financial year. Typically egg prices are the lowest in May-August and the highest during the winter months. The Group attempts to minimize the seasonal impact through the management of inventories to meet demand; however, the first half year typically results in lower revenues for all reportable segments.

5. Segment information

All of the Group’s operations are located within Ukraine.

Segment information is analyzed on the basis of the types of goods supplied by the Group’s operating divisions. The Group’s reportable segments under IFRS 8 are therefore as follows:

  • Egg operations segment
  • sales of egg
  • sales of chicken meat
  • Egg products operations segment
  • sales of egg processing products
  • Sunflower products operations segment
  • sales of sunflower oil and related products

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 4. Sales between segments are mainly carried out at market prices. Segment result represents operating profit before tax. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

For the purposes of monitoring segment performance and allocating resources between segments:

  • All assets are allocated to reportable segments.
  • All liabilities are allocated to reportable segments.

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

The following table presents revenue, results of operations information regarding segments for six month ended 30 June 2011:

For the six months ended 30 June 2011 Egg operations segment Egg products operations segment Sunflower products operations segment Eliminations Consolidated
External sales 16 410 5 699 - - 22 110
Sales between business segments 7 206 450 - (7 656) -
Total revenue 23 617 6 149 - (7 656) 22 110
Segment results 14 688 1 207 - (7 656) 8 239
Profit before tax 14 688 1 207 - (7 656) 8 239

The following table presents revenue, results of operations information regarding business segments for the six month ended 30 June 2010:

For the six months ended 30 June 2010 Egg operations segment Egg products operations segment Sunflower products operations segment Eliminations Consolidated
External sales 12 470 4 070 - - 16 540
Sales between business segments 29 989 546 - (30 535) -
Total revenue 42 459 4 617 - (30 535) 16 540
Segment results 33 782 976 - (30 535) 4 223
Profit before tax 33 782 976 - (30 535) 4 223

Segment assets and liabilities as at 30 June 2011 and 31 December 2010 were presented as follows:

As at 30 June 2011 Egg operations segment Egg products operations segment Sunflower products operations segment Eliminations Consolidated
Segment assets 66 124 8 293 310 (22 921) 51 806
Consolidated total assets 66 124 8 293 310 (22 921) 51 806
Segment liabilities 26 317 8 880 - (22 941) 12 256
Consolidated total liabilities 26 317 8 880 - (22 941) 12 256

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

As at 31 December 2010 Egg operations segment Egg products operations segment Sunflower products operations segment Eliminations Consolidated
Segment assets 68 015 5 993 353 (33 557) 40 804
Consolidated total assets 68 015 5 993 353 (33 557) 40 804
Segment liabilities 31 169 5 858 - (27 648) 9 379
Consolidated total liabilities 31 169 5 858 - (27 648) 9 379

For the six month ended 30 June 2011 and 2010 respectively other information regarding operating segments was the following:

For the six month ended 30 June 2011 Egg operations segment Egg products operations segment Sunflower products operations segment Eliminations Consolidated
Additions to property, plant and equipment 2 362 3 23 - 2 388
Depreciation and amortization 783 96 32 - 911
Net change in fair value of biological assets and agricultural produce 1 286 - - - 1 286
For the six month ended 30 June 2010 Egg operations segment Egg products operations segment Sunflower products operations segment Eliminations Consolidated
--- --- --- --- --- ---
Additions to property, plant and equipment 447 16 - - 464
Depreciation and amortization 707 146 - - 853
Net change in fair value of biological assets and agricultural produce 359 - - - 359

6. Other operating income

6 months ended 30 June
2011 2010
(unaudited) (unaudited)
Income from government grants and incentives 2 140 1 409
Other income 305 576
Total other operating income 2 445 1 985

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

7. Other operating expenses

Notes 6 months ended 30 June
2011 2010
(unaudited) (unaudited)
Fines and penalties (32) (1)
Impairment of doubtful accounts receivable (1) 16 (356) (76)
Losses from shortages and damage of inventories (69) (118)
Other expenses (337) (44)
Total other operating expenses (794) (239)

(1) For the six month ended 30 June 2011 allowance for doubtful debts include charge on prepayment to related party Aleksa LTD LLC in amount of USD 132 thousand.

8. Amortization and depreciation expenses

6 months ended 30 June
2011 2010
(unaudited) (unaudited)
Depreciation and amortization - Cost of sale (825) (630)
Depreciation and amortization - Selling and distribution costs (10) (24)
Depreciation and amortization - Administrative expenses (76) (199)
Total (911) (853)

9. Employee benefits expense

6 months ended 30 June
2011 2010
(unaudited) (unaudited)
Wages, salaries and social security costs of production personnel 2 329 2 587
Wages, salaries and social security costs of distribution personnel 225 361
Wages, salaries and social security costs of administrative personnel 275 320
Total employee benefits expense 2 829 3 268

Total number of employees of all companies of the Group constituted:

As at 30 June 2011 – 1 292 employees.

As at 30 June 2010 – 1569 employees.

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

10. Income tax

Companies of the Group that are involved in agricultural production pay the Fixed Agricultural Tax (the "FAT") in accordance with the applicable laws. The FAT is paid in lieu of corporate income tax, land tax, duties for geological survey works and duties for trade patents.

The FAT is calculated by local authorities and depends on the area and valuation of land occupied. This tax regime is valid indefinitely. FAT does not constitute an income tax, and as such, is recognized in the statement of comprehensive income in administrative expenses.

During the years ended 31 December 2010 the Group companies which have the status of the Corporate Income Tax (the "CIT") payers in Ukraine were subject to income tax at a 25% rate. The new Tax Code of Ukraine effective as of 1 January 2011, introduced gradual decreases in income tax rates over the future years (from 23% effective 1 April 2011 to 16% effective 1 January 2014), as well as certain changes to the rules of income tax assessment starting from 1 April 2011. The deferred income tax assets and liabilities as of 30 June 2011 were measured based on the tax rates expected to be applied to the period when the temporary differences are expected to reverse.

The major components of income tax expense for the six month ended 30 June 2011 and 2010 are:

For the six months ended 30 June 2011 For the six months ended 30 June 2010
(unaudited) (unaudited)
Current income tax:
Current income tax charge (23) (2)
Adjustments in respect of current income tax of previous year 46 -
Deferred tax:
Relating to origination and reversal of temporary differences (80) (454)
Income tax (expense)/benefit reported in the income statement (57) (456)

11. Biological assets

As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
Non-current biological assets
Replacement poultry 11 721 6 121
Current biological assets
Commercial poultry 3 092 5 026
Total biological assets 14 813 11 147

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

As at 30 June 2011 and 31 December 2010 commercial and replacement poultry were presented as follows:

As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
Number, thousand heads Carrying value Number, thousand heads Carrying value
Hy-line 1 088 7 870 123 461
Hy-sex 982 3 987 1 273 6 707
Rodonit (brown) 564 2 956 1 009 3 979
Total biological assets 2 634 14 813 2 405 11 147

Reconciliation of commercial and replacement poultry carrying values for the 6 months ended 30 June 2011 and 2010 was presented as follows:

6 months ended 30 June
2011 2010
(unaudited) (unaudited)
As at 01 January 11 147 7 418
Increase in value as a result of assets acquisition 93 180
Increase in value as a result of capitalization of cost 2 982 2 896
Income/(Losses) from presentation of biological assets at fair value (1) 1 286 359
Decrease in value as a result of assets disposal (507) -
Decrease in value as a result of assets slaughter (166) (455)
Exchange differences (22) (6)
As at 30 June 14 813 10 392

(1) Fair value of biological assets was estimated by Group's specialists who have experience in valuation of such assets. Fair value was calculated by discounting of expected net cash flow (in nominal measuring) at the moment of eggs produced selling using corresponding discount rate which is equal to 26.93% at 30 June 2011 (for 31 December 2010: 27.44%).

Value measurement is a maximum value exposed to the following assumptions which were used in fair value calculations:

As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
Eggs sale price, USD/per item 0.07 0.07
Discount rate, % 26.93% 27.44%
Long-term inflation rate of Ukrainian hrivnya, % 108.90% 108.90%

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

Changes in key assumptions that were used in fair value estimation of biological assets will have the following influence on the value of biological assets as at 30 June 2011 and 31 December 2010:

As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
1% decrease in eggs sales price (237) (899)
1% increase in discount rate (207) (424)
1% increase in long-term inflation rate of Ukrainian hrivnya 184 685

12. Property, plant and equipment

During the six months ended 30 June 2011 and 30 June 2010, the Group’s additions to property, plant and equipment amounted to USD 2 388 thousand and USD 466 thousand respectively. In particular in June 2011 the company Ovostar LLC acquired cellular equipment for poultry in the amount equal to USD 1 833 thousand.

During the six months ended 30 June 2011 the main capital expenditures in amount of USD 462 thousand were incurred in connection with the reconstruction and improvement of the existing facilities and completion of poultry buildings.

During the six months ended 30 June 2010 there were no significant reconstruction and improvement of the existing facilities.

Assets with net book value equal to USD 65 thousand were disposed of by the Group during the six months ended 30 June 2011 (2010: USD 30 thousand).

As at 30 June 2011 loans were secured by property plant and equipment with book value (except finance lease assets) equal to USD 13 104 thousand.

For six month ended 30 June 2011 and 2010 respectively the Group has put into operation fixed assets of book value equal to USD 667 thousand and USD 3 thousand respectively.

As at 30 June 2011 the book value of property, plant and equipment subjected to finance lease agreements was equal to USD 1 009 thousand.

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

13. Other non-current assets

As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
Long-term loan issued to the Beneficial Owner (1) 1 457 1 149
Prepayments for property, plant and equipment 227 -
Total other non-current assets 1 684 1 149

(1) Long-term loan issued to the Beneficial Owner represent interest-free loan, issued for a period of 5 years with a maturity date on 12 November 2013 and a nominal value of UAH 22 000 thousand (approximately USD 2 770 thousand), which is recorded at amortized cost using 16% effective interest rate.

14. Interest-bearing loans and other non-current financial liabilities

Interest rate, % Maturity As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
Current interest-bearing loans and borrowings
Credit Agricole loan (1) 5,92%+EURIBOR 17.09.2015 381 -
UniCreditBank loan 10,5% + Libor (1m), 15,5% in UAH 30.06.2015 101 -
UniCreditBank loan 10,5% + Libor (1m), 15,5% in UAH 30.06.2011 - 3 333
UniCreditBank loan 14,5% 31.03.2012 4 853 377
UniCreditBank loan 5,0% + LIBOR (3m) 19.12.2012 230 230
UniCreditBank loan 17,8% 10.05.2011 - 84
Obligations under finance leases and hire purchase contracts 28.09.2017 165 -
Other current loans 291 126
Total current interest-bearing loans and borrowings 5 855 4 150
Non-current interest-bearing loans and borrowings
Credit Agricole loan (1) 5,92%+EURIBOR 17.09.2015 1 142 -
UniCreditBank loan 10,5% + Libor (1m), 15,5% in UAH 30.06.2015 303 -
UniCreditBank loan 5,0% + LIBOR (3m) 19.12.2012 116 230
Long-term finance lease liabilities 28.09.2017 883 -
Total non-current interest-bearing loans and borrowings 2 444 230

(1) As at 30 June 2011 loan from Credit Agricole is represented by the letter of credit issued for cage equipment acquisition in June 2011.

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

Covenants

The Group's loan agreements contain a number of covenants and restrictions, which include, but are not limited to, financial ratios and other legal matters. Covenant breaches generally permit lenders to demand accelerated repayment of principal and interest.

At 30 June 2011 the Group was not in breach of any financial covenants which allow lenders to demand immediate repayment of loans.

15. Inventories

As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
Raw materials 1 351 2 515
Work in progress 49 146
Agricultural produce and finished goods 3 884 5 282
Package and packing materials 740 728
Other inventories 337 319
Total inventories at the lower of cost and net realisable value 6 361 8 990

For the 6 months ended 30 June 2011 the Group recognized impairment losses of agricultural produce and finished goods in the amount of USD 33 thousand (As at 31 December 2010: USD 337 thousand).

The impairment losses recognized were due to decreased net realizable value and illiquidity of finished goods.

16. Trade and other receivables (current)

As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
Trade receivables 7 133 4 564
Allowances for doubtful accounts receivable (608) (387)
VAT for reimbursement (1) 3 423 2 569
Current loans issued 285 280
Short-term notes received (2) 4 432 -
Other accounts receivable 320 148
Total trade and other receivables 14 985 7 174

(1) As of 30 June 2011 and 31 December 2010 the balance of VAT recoverable was accumulated on continuing capital expenditures and increased investments in working capital.

(2) At March 2011 the Group has received short-term note from Millenium-Telecom LLC as a settlement for storage services with a nominal value of UAH 3 435 thousand (approximately USD 431 thousand) and the maturity date 21 March 2012, which is recorded at nominal value.

At April 2011 the Group has received short-term notes from Kalkan LLC, issued by Scandinavia-Fish LLC on demand, with a nominal value of UAH 31 898 thousand (approximately USD 4 001 thousand), which are recorded at a nominal value. The notes were received for repayment of receivables for securities, which were acquired and sold during the reporting period.

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

17. Equity

Issued capital and capital distribution

As referred to in Note 1, the Group was formed in December 2010 through a series of transactions that ultimately resulted in the Company obtaining controlling ownership interest in the subsidiaries from entities which were under common control at the time of reorganisation and Beneficial Owners. As part of the reorganisation all the shares of the subsidiaries have been transferred from Beneficial Owners and entities under their common control to the Company.

As at 31 December 2009, charter capital of the Company in the amount of UAH 90 thousand (equivalent of USD 18 thousand) was issued and fully paid.

In December 2010 the Company issued additional shares capital in the amount of UAH 215 thousand (equivalent of USD 27 thousand) to its current shareholders (Beneficial Owners) due to exchange for the controlling ownership interests in subsidiaries, which have been transferred at the nominal share value to the Company in the process of the reorganisation of the Group carried out during 2010.

As at 31 December 2010, charter capital of the Company in the amount of UAH 305 thousand (equivalent of USD 45 thousand) was issued and fully paid.

In March 2011 99.8 % of corporate rights of Mr. Borys Bielikov and Mr. Vitalii Veresenko were sold to Ovostar Union N.V. in the course of the Group's initial public offering. Ovostar Union N.V. is a Dutch limited liability company. The registered office of the Company is Koningslaan 17, 1075AA, Amsterdam, the Netherlands.

As at 30 June 2011, 31 December 2010 the Shareholders' interest in the Company was as follows:

As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
Ovostar Union N.V. 99.8 %
Mr. Borys Bielikov (Beneficial Owner) 0.1 % 50.0%
Mr. Vitalii Veresenko (Beneficial Owner) 0.1 % 50.0%
Total 100% 100%

The shares of the Company were not listed as at 30 June 2011 and 31 December 2010.

In June 2011 the shares of the Parent company Ovostar Union N.V. were admitted on the regulated market of the Warsaw Stock Exchange.

Dividends payable of the Company

During the reporting periods ended 30 June 2011 and ended 30 June 2010, no dividends have been declared and paid.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

Merger reserve

Merger reserve represents the merger reserve set up in relation for the transactions that ultimately resulted obtaining controlling ownership interest in the subsidiaries from Beneficial Owners during 2008-2010.

18. Trade and other payables (current)

| | As at 30 June 2011
(unaudited) | As at 31 December 2010
(audited) |
| --- | --- | --- |
| Trade payables | 2 528 | 3 662 |
| VAT liabilities | - | 7 |
| Interest payable | 25 | - |
| Employee benefit liability | 302 | 295 |
| Taxes payable | 52 | 46 |
| Other payables | 390 | 438 |
| Total trade and other payables | 3 297 | 4 448 |

19. Related party disclosures

For the purposes of these financial statements, the parties are considered to be related, if one of the parties has the ability to exercise control over the other party or influence significantly the other party in making financial and operating decisions. In considering the transactions with each possible related party, the particular attention is paid to the essence of relationships, not merely their legal form.

Related parties may enter into transactions, which may not always be available to unrelated parties, and they may be subject to such conditions and such amounts that are impossible in transactions with unrelated parties.

The following companies and individuals are considered to be the Group's related parties as at 30 June 2011 and 31 December 2010:

Individuals (shareholders)

  • Borys Bielikov
  • Vitalii Veresenko

Key management personnel

  • Natalia Malyovana
  • Viacheslav Protsyhyn
  • Vitalii Voron
  • Yuriy Doroshev

Parties under the significant influence of the Beneficial Owners

  • Agrofirma Boryspilsky Hutir LLC
  • Aleksa LTD LLC
  • Anglo-Brit Management Limited
  • BVV-Invest LLC*
  • Kompromis - Invest LLC*
  • Lagoda Confectionery Firm CJSC*
  • Ovostar LTD LLC

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES

Consolidated condensed interim financial statements (Unaudited)

ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

  • At the end of 2010 as a result of restructuring operations of the Group, Beneficial Owners withdrew from the shareholders of companies indicated above.

As at 30 June 2011 and 31 December 2010, trade accounts receivable from related parties, advances issued to related parties and trade and other accounts payable to related parties were presented as follows:

As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
Long-term loan issued to the Beneficial Owners
Borys Bielikov 1 457 1 149
1 457 1 149
Trade receivables from related parties
Lagoda Confectionery Firm CJSC N/a 699
- 699
Current loans issued to related parties
Borys Bielikov 18 -
Key management personnel 268 277
285 277
Current loans issued to Beneficial Owners
Vitalii Veresenko - 3
- 3
Other accounts receivable from related parties
Ovostar LTD LLC 13 13
Borys Bielikov 1 -
Key management personnel 1 1
15 14
Prepayments to related parties
Aleksa LTD LLC 132 145
Agrofirma Boryspilsky Hutir LLC 8 9
140 154

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

As at 30 June 2011 As at 31 December 2010
(unaudited) (audited)
Trade payables to related parties
Lagoda Confectionery Firm CJSC N/a 165
Agrofirma Boryspilsky Hutir LLC 1 -
1 165
Prepayments from related parties
Anglo-Brit Management limited 1 -
1 -
Other payables to related parties
Anglo-Brit Management limited 103 104
Borys Bielikov 4 1
Vitalii Veresenko - 1
107 106

For the six month ended 30 June 2011 and 2010 revenues and expenses from related parties were presented as follows:

6 month ended 30 June
2011 2010
(unaudited) (unaudited)
Revenue from related parties
Lagoda Confectionery Firm CJSC N/a 196
- 196
Administrative expenses
Aleksa LTD LLC 3 3
3 3
Purchases from related parties
Lagoda Confectionery Firm CJSC N/a 7
Agrofirma Boryspilsky Hutir LLC 5 -
5 7

20. Commitments and contingencies

Contingent liabilities

Operating environment – The principal business activities of the Group are within Ukraine. Emerging markets such as Ukraine are subject to different risks than more developed markets, including economic, political and social, and legal and legislative risks. As has happened in the past, actual or perceived financial problems or an increase in the perceived risks associated with investing in emerging economies could adversely affect the investment climate in Ukraine and the Ukraine's economy in general. Laws and regulations affecting businesses operating in Ukraine are subject to rapid changes and the Group's assets and operations could be at risk if there are any adverse changes in the political and business environment.

The Ukraine's economy returned to growth in 2010 after the global financial turmoil. Although significant economic uncertainties remain, Ukrainian economy experienced a 4.2% GDP growth in 2010 and further recovery is expected in 2011. The Ukrainian currency remained relatively stable in 2010 and for the first half 2011.

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


LLC OVOSTAR UNION AND ITS SUBSIDIARIES
Consolidated condensed interim financial statements (Unaudited)
ovostar union

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

Taxation – Ukrainian tax authorities are increasingly directing their attention to the business community as a result of the overall Ukrainian economic environment. In respect of this, the local and national tax environment in Ukraine is constantly changing and subject to inconsistent application, interpretation and enforcement. Non-compliance with Ukrainian laws and regulations can lead to the imposition of severe penalties and interest. Future tax examinations could raise issues or assessments which are contrary to the Group companies’ tax filings. Such assessments could include taxes, penalties and interest, and these amounts could be material. While the Group believes it has complied with local tax legislation, there have been many new tax and foreign currency laws and related regulations introduced in recent years which are not always clearly written.

In December 2010, the Tax Code of Ukraine was officially published. In its entirety, the Tax Code of Ukraine became effective on 1 January 2011, while some of its provisions take effect later (such as, Section III dealing with corporate income tax, came into force from 1 April 2011). Apart from changes in CIT rates from 1 April 2011 and planned abandonment of VAT refunds for agricultural industry from 1 January 2018, the Tax Code also changes various other taxation rules.

As of the date these financial statements were authorized for issue, additional clarifications and guidance on application of the new tax rules were published and certain revisions were proposed for consideration of the Ukrainian Parliament.

While the Group’s management believes the enactment of the Tax Code of Ukraine will not have a significant negative impact on the Group’s financial results in the foreseeable future, as of the date these financial statements were authorized for issue management was in the process of assessing of effects of its adoption on the operations of the Group.

Legal issues – The Group is involved in litigations and other claims that are in the ordinary course of its business activities. Management believes that the resolution of such matters will not have a material impact on its financial position or operating results.

Capital liabilities – As at 30 June 2011, the Group had capital commitments of USD 1 297 thousand principally relating to the reconstruction of existing laying hens houses and purchase of new cage equipment.

Liabilities for property, plant and equipment operating lease contracts – As at 30 June 2011 and 31 December 2010 the Group had no significant contractual liabilities for operating lease contracts.

21. Subsequent events

a) In 2011 the Group’s management made decision regarding restructuring of Limited Liability Company “Skybynskiyy Fodder Zavod”. All assets and liabilities of this Company and its major activities will be transferred to Limited Liability Company “Yasensvit”. As of the date of signing of these consolidated condensed interim financial statements the process of restructuring was not finished.

b) On 17 July 2011 the Group has acquired the short-term notes in amount of UAH 20 878 thousand (approximately USD 2 619 thousand).

c) In the course of significant production capacity development the Group has made a contract with SALMET INTERNATIONAL GMBH on equipment acquisition in amount of EUR 262 thousand (approximately USD 377 thousand).

Notes on pages 9 - 26 form an integral part of these consolidated condensed interim financial statements


الخارجية، ومن ثم فإننا نريد أن نكون في حالة من الخسارة، فبمجرد أن نكون في حالة من الخسارة، نكون في حالة من الخسارة، فبمجرد أن نكون في حالة الخسارة، نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة،


REPRESENTATION

of the Board of Directors of Ovostar Union N.V. on compliance of the condensed consolidated interim financial statements

The Board of Directors of Ovostar Union N.V. hereby represent that to the best of their knowledge the condensed consolidated interim financial statements of Ovostar Union N.V. for the period ended 30 June 2011 and the comparable information are prepared in accordance with the applicable accounting standards and that they give a true, fair and clear view of the assets, financial standing and financial results of Ovostar Union N.V., and that the interim statement for the six months ended 30 June 2011 gives a true view of the developments, achievements and situation of the Company, including a description of the key risks and threats.

Board of Directors of Ovostar Union N.V.

Borys Bielikov

Vitalii Veresenko

Marc M.L.J. van Campen

Oleksandr Bakumenko

img-1.jpeg

23 August 2011,
Amsterdam, The Netherlands


Ovostar Union N.V.
Interim Company Financial
Statements

For the period ended 30 June
2011

Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124 1090 GC Amsterdam
The Netherlands
phone: +31(0)20 644 28 40
[email protected]


CONTENTS

REVIEW REPORT ...3

STATEMENT OF COMPREHENSIVE INCOME ...4

STATEMENT OF FINANCIAL POSITION ...5

STATEMENT OF CHANGES IN EQUITY ...6

STATEMENT OF CASH FLOWS ...7

NOTES TO THE FINANCIAL STATEMENTS ...8

Baker Tilly Berk N.V.
EnFade 303
P.O. Box 94124, 1000 QC Amsterdam
The Netherlands
phone: +31 (0)20 644 28 40
[email protected]


Accountants

BAKER TILLY BERK

Baker Tilly Berk N.V.
Entrada 303
PO Box 94124
1090 GC Amsterdam
The Netherlands
T: +31 (0)20 644 28 40
F: +31 (0)20 646 35 07
E: [email protected]
Reg.no.: 24425560
www.bakertillyberk.nl

Ovostar Union N.V.
Koningslaan 17
1075 AA AMSTERDAM

REVIEW REPORT

Introduction

We have reviewed the accompanying interim company financial statements of Ovostar Union N.V., Amsterdam, which comprises the statement of financial position as at June 30, 2011, the statement of comprehensive income, changes in equity, and cash flows for the period from March 22, 2011 until June 30, 2011, and the notes. Management is responsible for the preparation and presentation of this interim company financial statements in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope

We conducted our review in accordance with Dutch law including standard 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim company financial statements as at June 30, 2011 is not prepared, in all material respects, in accordance with IAS 34, 'Interim Financial Reporting', as adopted by the European Union.

Amsterdam, August 4, 2011
Baker Tilly Berk N.V.

img-2.jpeg

H.R. Dikkeboom
Partner

an independent member of BAKER TILLY INTERNATIONAL

Baker Tilly Berk N.V. is a limited liability company and is the exclusive contracting party in respect of all contracts and work. The company's general terms and conditions, final with the registry of the Dutch chamber of commerce under no. 24425560, which include a limitation of liability, are applicable to all work performed and all legal relationships with third parties.


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovostar

STATEMENT OF COMPREHENSIVE INCOME

For the period ended 30 June 2011
(in USD thousand, unless otherwise stated)

Period 22 March 2011
Notes 30 June 2011
Administrative expenses 5 (103)
Exchange rate differences 495
Operating result 392
Total comprehensive result for the period, net of tax 392
Total comprehensive income attributable to:
Owners of the parent 392
392

Mr B. Bielikov
Director

Mr V. Veresenko
Director

Mr M.M.L.J. van Campen
Director

Mr O.B. Bakumenko
Director

Notes on pages 8 - 16 form an integral part of these interim company financial statements.
Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124 1090 GC Amsterdam
The Netherlands
phone: +31 (0)20 644 28 40
[email protected]


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovestar union

STATEMENT OF FINANCIAL POSITION

As at 30 June 2011
(in USD thousand, unless otherwise stated)

| | Notes | As at
30 June
2011 |
| --- | --- | --- |
| Assets | | |
| Non-current assets | | |
| Financial assets | 7 | 38 |
| | | 38 |
| Current assets | | |
| Cash and cash equivalents | 8 | 31,552 |
| | | 31,590 |
| Total assets | | 31,590 |
| Equity and liabilities | | |
| Equity | | |
| Issued capital | 9 | 85 |
| Foreign currency translation reserve | | (1) |
| Share premium reserve | | 30,933 |
| Retained earnings | | 392 |
| Equity attributable to owners of the parent | | 31,409 |
| Non-controlling interests | | - |
| Total equity | | 31,409 |
| Current liabilities | | |
| Current account shareholders | | 79 |
| Trade and other payables | 10 | 102 |
| Total liabilities | | 181 |
| Total equity and liabilities | | 31,590 |

Mr B. Bielikov
Director

Mr V. Veresenko
Director

Mr M.M.L.J. van Campen
Director

Mr O.B. Bakumenko
Director

Notes on pages 8 - 16 form an integral part of these interim company financial statements

Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124 1090 GC Amsterdam
The Netherlands
phone: +31 (0)20 644 28 40
[email protected]


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovestar
union

STATEMENT OF CHANGES IN EQUITY

For the period ended 30 June 2011
(in USD thousand, unless otherwise stated)

Issued capital Foreign currency translation reserve Share premium Retained earnings Total Non-controlling interests Total equity
As at 22 March 2011 63 - - - 63 - 63
Shares issued 20 June 2011 21 - 33,048 - 33,069 - 33,069
Costs allocated to share issue - - (2,115) - (2,115) - (2,115)
Issued capital 1 (1) - - - - -
Result for the period - - - 392 392 - 392
As at 30 June 2011 85 (1) 30,933 392 31,409 - 31,409

Mr B. Bielikov
Director

Mr V. Veresenko
Director

Mr M.M.I.,J. van Campen
Director

Mr O.B. Bakumenko
Director

Notes on pages 8 - 16 form an integral part of these interim company financial statements


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovestar

STATEMENT OF CASH FLOWS

For the period ended 30 June 2011
(in USD thousand, unless otherwise stated)

| | Period ended
30 June 2011 |
| --- | --- |
| Operating activities | |
| Result | 392 |
| Working capital adjustments: | |
| Increase/(Decrease) in trade and other payables and
Advances received | 181 |
| | 573 |
| Investing activities | |
| Purchase of subsidiary | (38) |
| Net cash flows from/(used in) in investing
activities | 535 |
| Financing activities | |
| Share capital, net of costs | 31,017 |
| Net cash flows from/(used in) financing activities | 31,552 |
| Net increase/(decrease) in cash and cash equivalents | 31,552 |
| Net foreign exchange difference | - |
| Cash and cash equivalents at 22 March | - |
| Cash and cash equivalents at 30 June | 31,552 |

Notes on pages 8 - 16 form an integral part of these interim company financial statements
Baker Tilly Berk N.V.
Entsilda 303
P.O. Box 94124 1000 GT Amsterdam
The Netherlands
phone: +31 (0)20 644 28 40
[email protected]


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovostar
union

NOTES TO THE FINANCIAL STATEMENTS

1. Corporate information

The principal activity of Ovostar Union N.V. (referred to herein as the “Company”) is to act as a holding company. The registered office and principal place of business of the Company is Koningslaan 17, 1075 AA Amsterdam. Its principal activity is the holding of ownership interests in its subsidiaries ands strategic management.

The Company was incorporated on 22 March 2011 in Amsterdam. The largest shareholder is Prime One Capital Ltd., Lanarca, Cyprus.

The Company’s included the following subsidiaries as at 30 June 2011:

Name of the company Business activities Ownership as at 30 June 2011
LLC Ovostar Union Egg-derivatives production and distribution 99.8%

The interim company financial statements for the period ended 30 June 2011 were authorised for issue on 5 August 2011.

2. Basis of preparation

The interim company financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“IFRS-EU”).

The interim company financial statements are prepared on a going-concern basis, under which assets are sold and liabilities are repaid in the ordinary course of business. The accompanying interim company financial statements do not include adjustments that would need to be made in case if the Company was a nuble to continue as a going concern.

3. Summary of significant accounting policies

Recognition and measurement of financial instruments

Financial assets and financial liabilities are recorded in the Company’s interim company financial statements of the financial position when the Company becomes a contractual party regarding the corresponding financial instrument. The Company records the acquisition and sale of financial assets and financial liabilities at the settlement date.

Financial assets and liabilities are initially recognized at fair value plus, if a financial asset or financial liability is recognized not at fair value through profit or loss, incurred or perating expenses directly related to the acquisition or issue of this financial asset or financial liability.

Fair value of investments that are actively traded in organized financial markets is calculated on the basis of current market value at the close of trading on the reporting date. Regarding investments in securities for which there is no active market, fair value is calculated using other methods of valuation of financial instruments. Such valuation methods include the use of information on recent market transactions between well informed, willing to commit such transaction, independent parties, or data about the current market value of another similar instrument, discounted cash flow analysis or other pricing models.

Accounting policy for subsequent revaluation of these items is disclosed below in the appropriate sections of accounting policy.

Notes on pages 8 - 16 form an integral part of these interim company financial statements
Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124 1080 GC Amsterdam
The Netherlands
phone: +31 (0)20 644 28 40
[email protected]


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovostar union

NOTES TO THE FINANCIAL STATEMENTS

Financial assets

Investments recognized in the accounting records and derecognized at the time of transaction, in case if investments are purchased or sold in accordance with the contract, terms of which require delivery of an instrument within the time specified in the relevant market, are initially measured at fair value less transaction costs directly attributable to the transaction, except for financial assets belonging to the category of assets at fair value through profit or loss that are initially recognized at fair value.

Financial assets are classified into the following categories: financial assets at fair value through profit or loss; held-to-maturity financial assets; available-for-sale financial assets; loans and receivables. Classification of financial assets depends on their nature and purpose of acquisition and takes place at the time of recognition in the accounting records.

Effective interest rate method

The effective interest rate method is used to calculate the amortized cost of a financial asset and distribute interest income during the relevant period. The effective interest rate is the rate that enables discounting of estimated future cash receipts through the expected life of a financial asset or a shorter period, if applicable.

Revenues relating to debt instruments are recorded at the effective interest rate method, except for financial assets at fair value through profit or loss.

Financial assets at fair value through profit or loss - a financial asset is classified as at fair value through profit or loss if it is held for trading or designated at fair value through profit or loss.

A financial asset is classified as held-for-trading if it is:

  • purchased originally for the purpose of sale or repayment within a short period of time; or
  • a part of the portfolio of identified financial instruments that are managed together, and structure of which demonstrates the intention of profit earning in the short term; or
  • a derivative that is not classified as a hedging instrument and is not effective for these purposes.

A financial asset that is not a financial asset held-for-trading may be classified as a financial asset at fair value through profit or loss at the time of recognition in the accounting records if:

  • application of such classification eliminates or significantly reduces discrepancies in valuation or accounting, that otherwise might arise, or
  • a financial asset is a part of a group of financial assets, financial liabilities or both groups, which are managed and controlled on the basis of fair value in accordance with a documented risk or investment management strategy, and information about this group is provided internally on that basis, or
  • it exists in the framework of the contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits to classify the whole contract (asset or liability) as at fair value through profit or loss.

Financial assets at fair value through profit or loss are measured at fair value with arising gains or losses recognized in the statement of comprehensive income. Net gains or losses recognized in the income statement include dividends and interest received on the relevant financial asset. During the period covered by these interim company financial statements, the Company did not hold any investments.

Held-to-maturity investments - investments held to maturity are measured at amortized cost using the effective interest rate method, less impairment, and income is recognized using the effective yield method. During the reporting period presented in these interim company financial statements, the Company had no investments of this category.

Loans and receivables - accounts receivable regarding principal activities, loans, borrowings and other receivables with fixed or determinable payments that are not quoted in an active market are classified as "loans and receivables". Loans and receivables are measured at amortized cost using the effective interest rate

Notes on pages 8 - 16 form an integral part of these interim company financial statements
Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124 1000 SC Amsterdam
The Netherlands
phone: +31 (0)20 644 28 40
[email protected]


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovostar union

NOTES TO THE FINANCIAL STATEMENTS

method less impairment and uncollectible debts. Interest income is recognized by a pplying the effective interest rate, except for short-term receivables for which the amounts of such interest income is insignificant.

Available-for-sale financial assets - financial assets available for sale represent those non-derivative financial assets that are classified as available for sale or those that do not fall into any of the three previous categories. After initial recognition these assets are measured at fair value with revaluation result transferred directly in equity (in the allowance for unrealized profits) until they are sold; in this situation the accumulated gains and losses previously recognized in equity are recognized in the statement of comprehensive income. Interest received or paid on these investments is recorded as interest income or expenses using the effective interest rate. Dividends received on these investments are recorded in the statement of comprehensive income as part of dividends received at the time of registration of a corresponding right or receipt of payment.

Unquoted investments available for sale are accounted for at cost if their fair value cannot be reliably measured.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and cash in bank accounts.

Impairment of financial assets

Financial assets, except for financial assets at fair value through profit or loss, at each reporting date are assessed for signs indicating impairment. Impairment loss is recognized when there is objective evidence of reduction of the estimated future cash flows on this asset as a result of one or more events that occurred after the financial asset was recorded in the accounting. For financial assets at amortized cost, the amount of impairment is calculated as the difference between the asset's carrying amount and present value of the expected future cash flows discounted using the effective interest rate.

Impairment loss directly reduces the carrying amount of all financial assets, except for accounts receivable on principal activities, carrying amount of which is reduced due to the allowance formed. If the accounts receivable on principal activities are uncollectible, they are written-off against the related allowance. Subsequently received reimbursements of amounts previously written-off are recorded in credit of the allowance account. Changes in the carrying amount of the allowance account are recorded in the profit and loss.

Except for equity instruments available for sale, if in a subsequent period the amount of impairment loss decreases and such decrease can be objectively related to an event occurring after the impairment was recognized, the impairment loss previously recognized is recovered by adjusting the items in the income statement. In this case, the carrying amount of financial investments at the date of recovery of impairment cannot exceed its amortized cost, which would be reflected in the case, if impairment was not recognized.

In respect of equity securities available for sale, any increase in fair value after recognition of impairment loss relates directly to equity.

Derecognition of financial assets

The Company writes-off a financial asset only if rights for cash flows under the corresponding contract terminated the treaty or if a financial asset and corresponding risks and rewards are transferred to other organization. If the Company does not transfer or retain all the principal risks and rewards of ownership of the asset and continues to control the transferred asset, it shall record its share in the asset and related liability in the amount of possible payment of corresponding amounts. If the Company retains all the principal risks and rewards of ownership of the transferred financial asset, it shall continue to account for the financial asset, and reflect a secured loan on income earned.

Financial liabilities and equity instruments issued by the Company

Classification as liabilities or equity

Debt and equity financial instruments are classified as liabilities or equity based on the substance of the corresponding contractual obligations.

Notes on pages 8 - 16 form an integral part of these interim company financial statements
Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124 1090 GC Amsterdam
The Netherlands
phone: +31 (0)20 644 28 40
[email protected]


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovostar union

NOTES TO THE FINANCIAL STATEMENTS

Equity instruments

Equity instrument is any contract confirming the right for as bare in the company's assets: remaining after deducting all its liabilities. Equity instruments issued by the Company are recorded in the amount of generated income, net of direct expenses for their issue.

Financial liabilities

Financial liabilities: re classified as: i therfi nancial liabilities at fairv alue through profit or oss, or aso ther financial liabilities.

Financial liabilities at fair value through profit or loss - Financial liabilities are classified as at fair value through profit or loss if they are held for trading or designated as at fair value through profit or loss.

A financial liability is classified as held for trading if it is:

  • assumed mainly to be repurchased within a short period of time; or
  • a part oft he portfolio of: identified financial instruments that are managed together, and structure of which demonstrates the intention of profit earning in the short term; or
  • a derivative that is not classified as a hedging instrument and is not effective for these purposes

A financial liability that is not a financial liability held-for-trading may be classified as a financial liability at fair value through profit or loss at the time of recognition in the accounting records if:

  • application of such classification eliminates or significantly reduces discrepancies inv alustion or accounting, that otherwise might arise, or
  • a financial liability is a part of a group of financial assets, financial liabilities or both groups, which are managed and controlled on the basis of fair value in accordance with a documented risk or investment management strategy, and information about this group is provided internally on that basis, or
  • it exists in the framework of: the contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits to classify the whole contract (asset or liability) as at fair value through profit or loss.

Financial liabilities at fair value through profit or loss are measured at fair value with arising gains or losses recognized in the financial results. Net gains or losses recognized in the income statement include interest paid on a financial liability.

Other financial liabilities - other financial liabilities, including borrowings, are accounted for at fair value less transaction costs. Otherf inancial liabilities are subsequently measured at amortized cost using the effective interest rate method, with the recognition of intereste xpenses using the effective (actual) yield.

Trade and other accounts payable

Trade payables are recognized when the counterparty fulfils its contractual obligations and measured at amortized costs: sing the effective interest rate.

Derecognition of financial liabilities

The Company writes-off financial liabilities only when they are repaid, cancelled or expire.

Foreign currency transactions

Transactions in currencies other than the functional currency are initially recorded at exchange rates set on the dates of these transactions. Monetary assets and liabilities denominated in such currencies are translated at the rates applicable at the reporting date. All realized and unrealized gains and losses resulting from exchange rate differences are included in profit or loss for the period.

Notes on pages 8 - 16 form an integral part of these interim company financial statements

Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124 1000 GC Amsterdam
The Netherlands
phone: +31 (0)20 644 28 40
[email protected]


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovostar
union

NOTES TO THE FINANCIAL STATEMENTS

Relevant exchange rates are presented as follows:

As at 30 June 2011
EUR 0.6949
PLN 2.7597

Contingent assets and liabilities

Contingent liabilities are not recognized in the financial statements. Such liabilities are disclosed in the notes to the financial statements, except where the probability of outflow of resources embodying economic benefits is insignificant.

Contingent assets are not recognized in the financial statements, but disclosed in the notes to the extent that it is probable that the economic benefits will flow to the Company.

Revenue recognition

Revenues from the sale of goods are recognized when the Company has transferred to the buyer all significant risks and rewards of ownership of the goods, and it is probable that the economic benefits associated with this transaction will flow to the Company.

Revenues from renderings of services are recognized in the reporting period in which the services were provided, based on the level of completion of the specific transaction and only when the amount of revenue can be reliably measured and it is probable that the economic benefits associated with this transaction will flow to the Company.

Income and expenses relating to the same transaction or event are recognized simultaneously.

Interest income is recognized using the effective interest rate method.

Income tax

Income tax is calculated in accordance with the requirements of the applicable legislation of The Netherlands. Income tax is calculated on the basis of financial results for the year adjusted to items that are not included in taxable income or that cannot be attributed to gross expenses. It is calculated using tax rates effective at the reporting date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base used to calculate taxable income. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recorded taking into account the degree of certainty in sufficient taxable income, which enables to realize temporary differences related to gross expenses.

Deferred tax is calculated at tax rates, which presumably will be applied during the sale of related assets or repayment of related liabilities.

Assets and liabilities on deferred income tax are offset when: a) The Company has a legally enforceable right to offset the recognized current income tax assets and liabilities; b) the Company intends either to perform settlement by offsetting counterclaims, or simultaneously sell the asset and settle the liability; c) deferred tax assets and liabilities relate to income taxes levied by the same taxation authority in each future period in which it is intended to repay or reimburse a significant amount of deferred tax liabilities and assets.

Deferred income tax is recognized in the income statement, except when it relates to items recognized directly in equity. In this case the deferred tax is also recognized in equity.

Notes on pages 8 - 16 from an integral part of these interim company financial statements
Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124 1090 GC Amsterdam
The Netherlands
phone: +31 (0)28 644 28 40
[email protected]


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovostar union

NOTES TO THE FINANCIAL STATEMENTS

Related party transactions

Fort he purposes of these interim company financial statements, the parties re considered to be related if one of the parties has a possibility to control or considerably influence the operational and financial decisions of other company. While considering any relation which can be defined as related party transactions it is necessary to take into consideration the substance of the transaction noto nly their legal form.

4. Standards issued but not yet effective

Standards issued but not yet effective up to the date of issuance oft he Company's financial statements are listed below. This listing is of standards and interpretations issued, which the Company reasonably expects to be applicable at a future date. The Company intends to adopt those standards when they become effective.

IFRS 9 Financial Instruments: Classification and Measurement

IFRS 9 as issued reflects the first phase of the IASBs work on the replacement of IAS 39 and applies to classification and measurement offi nancial assets as defined in IAS 39. The standard is effective for annual periods beginning on or after 1 January 2013. In subsequent phases, the IASB will address classification and measurement of financial liabilities, hedge accounting and derecognition. The completion of this project is expected in early 2011.

5. Administrative expenses

Period ended
Notes 30 June 2011
Legal, audit and other professional fees (103)
Total administrative expenses (103)

6. Income tax

During the period ended 30 June 2011, the Company iss object to Dutch Corporate Income Tax ("CIT"). The CIT levies tax on taxable profit at a rate of 25%. However, over the first tranch of BUR 200,000 taxable profit a tax rate of 20% is applicable. During the period under review no corporate income tax is due.

7. Financial assets

As at 30 June 2011
Investment in LLC Ovostar Union 38
Total other non current assets 38

On 28 March 2011 the Company acquired an interest of 99.8% in LLC Ovostar Union, Kyiv, Ukraine for a consideration of USD 37,928 from Messrs Bielikov and Veresenko.

8. Cash and short-term deposits

As at 30 June 2011
Cash in banks 31,552
Total cash at banks and on hand 31,552

Notes on pages 8 - 16 form an integral part of these interim company financial statements

Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124, 1090 GC Amsterdam
The Netherlands
phone: +31 (0)20 644 28 40
[email protected]


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovostar union

NOTES TO THE FINANCIAL STATEMENTS

9. Equity

Issued capital and capital distribution

As referred to in Note 1, the Company was incorporated on 22 March 2011.

The Company’s authorized share capital amounts to EUR 225,000 and consists of 22,500,000 ordinary shares with a nominal value of EUR 0.01 each. On 30 June 2011, 6,000,000 ordinary shares were issued and fully paid up.

At 30 June 2011 the largest single Shareholders’ interest in the Company was as follows:

As at 30 June 2011
Prime One Capital Ltd. 75%

Foreign currency translation reserve

According to section 373, Book 2 of the Dutch Civil Code, the Company’s share capital has been converted at the exchange rate prevailing at eporting date. The EUR 60,000 has been converted into USD 84,891. The result arising of exchange rate differences has been recorded in the ‘Foreign currency translation reserve’.

10. Trade and other payables (current)

As at 30 June 2011
Trade payables 102
Total trade and other payables 102

11. Related party disclosures

Related parties may enter into transactions, which may not always be available to unrelated parties, and they may be subject to such conditions and such amounts that are impossible in transactions with unrelated parties.

The following companies and individuals are considered to be the Company’s related parties as at 30 June 2011:

Individuals (shareholders)

  • Borys Bielikov
  • Vitalii Veresenko

On 28 March 2011 the Company acquired an interest of 99.8% in LLC Ovostar Union, Kyiv, Ukraine for a consideration of USD 37,928 from Messrs Bielikov and Veresenko.

On 9 May 2011, the Company entered into a loan agreement with Prime One Capital Ltd.

Notes on pages 8 - 16 form an integral part of these interim company financial statements
14
Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124 | 1900 GC Amsterdam
The Netherlands
phone: +31-(0)20 644 28 40
[email protected]


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovostar union

NOTES TO THE FINANCIAL STATEMENTS

Parties under the significant influence of the Beneficial Owners

  • LLC Ovostar Union
  • Agrofirma Boryspilsky Hutir LLC
  • Aleksa LTD LLC
  • Anglo-Brit Management Limited
  • Boryspilsky EKZ OJSC
  • BVV-Invest LLC
  • Kompromis - Invest LL
  • Lagoda Confectionery Firm CJSC
  • Ovostar LTD LLC
  • Prime One Capital Ltd.
  • Poltavarybgosp OJSC
  • Zootechnologiya LLC

12. Commitments and contingencies

Contingent liabilities

There are no contingent liabilities.

Legal issues – The Company is not involved in litigations and other claims that are in the ordinary course of its business activities.

Capital liabilities – As at 30 June 2011 the Company had no significant contractual liabilities for acquisition of property, planta nd equipment and intangible assets.

13. Capital risk management

The Company manages its capital to ensure that group companies will be able to continue as a going concern while maximizing the return to shareholders through a combination of debt and equity capital. The management of the Company reviews the capital structure on a regular basis. Based on the results of this review, the Company takes steps to balance its overall capital structure through the issue of new debt or the redemption of existing debt.

Liquidity risk

Liquidity risk is the risk of the Company’s failure to fulfil its financial obligations at the date of maturity. The Company’s approach to liquidity management is to ensure, to the extent possible, permanent availability of sufficient liquidity oft he Company to fulfil its financial obligations in due time (both in normal conditions and in non-standard situations), by avoiding unacceptable losses or the risk of damage the reputation of the Company.

In a ccordance with plans of the Company, its working capital needs are satisfied by cash flows from operating activities, as well as by use of loans if cashflows from operatinga crivities are insufficient for liabilities to be settled.

Currency risk

Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company undertakes certain transactions denominated in foreign currencies. The Company does not use any derivatives to manage foreign currency risk exposure, at the same time the management of the Group sets limits on the level of exposure by currencies.

Notes on pages 8 - 16 form an integral part of these interim company financial statements
15
Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124 1890 GC Amsterdam
The Netherlands
phone: +31 (0)20 644 28 40
[email protected]


OVOSTAR UNION N.V.
Interim Company Financial Statements
ovostar

NOTES TO THE FINANCIAL STATEMENTS

Exposure to foreign currency risk

The carrying amounts of the Company’s foreign currency denominated monetary assets and liabilities as of 30 June 2011 were as follows:

30 June 2011 USD EUR PLN Total
(in conversion to USD thousand)
Assets
Cash in banks 5,000 50 26,502 31,552
Liabilities
Currentx ccount shareholder (79) - - (79)
Trade accounts payable (12) (73) (17) (102)
Net exposure to foreign currency risk 4,509 (25) 26,485 31,371

This sensitivity rate represents Management’s assessment of the reasonably possible change inf oreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for expected change in foreign currency rates.

Effect in USD thousand:

30 June 2011 Increase in currency rate against USD Effect on profit before tax
EUR 1% (1)
PLN 1% 265

The effect of foreign currency sensitivity on shareholders’ equity is equal to that on profit or loss.

Interest rate risk

At 30 June 2011 the Company did not record any interest bearing loans receivable or payable on its books and hence the Company is not subject to an interest rate risk.

Notes on pages 8 - 16 form an integral part of these interim company financial statements
16
Baker Tilly Berk N.V.
Entrada 303
P.O. Box 94124/ 1090 GC Amsterdam
The Netherlands
phone: +31 (0)20 644 28 40
[email protected]