Results 2013
April 30, 2014
The Board of Directors of OIM Plc informs the market about the Company’s results during the financial year 2013. The Directors would like to summarize the following observations and comments:
Group revenues decreased slightly from € 44,733 million to € 44,315 million due to slightly lower revenues by the group's main trading entity, Fleischhauer GmbH & Co KG. The Group achieved gross margin of € 17,848 million as compared with gross margin of € 18,308 million in the previous year. Loss for the year was € 438,000 (2012 Profit restated: € 3,409 million). The profit of 2012 of € 3,4 million contained a profit on change in value of Your Drinks of € 2,7 million. During 2013 the Group incurred a loss on this position of € 0,75 million. As described below Your Drinks has been consolidated as of October 1 2013.
Fleischhauer Group
The Fleischhauer Group realised total revenues of € 44,315 million, a decrease of 1% compared to the previous year. Cost of sales increased by € 42,000 to € 26,467 million. Gross profit amounted to € 17,848 million a decrease of nearly € 0.46 million in comparison with the preceding year. Profit before interest and tax decreased by € 284,000 to € 2,717,000.
Your Drinks
Your Drinks AG, in which the Group holds 49.3%, was treated as an associate in the financial year 2012 and 2011 and carried at fair value, through profit or loss.
During 2013 there have been changes in circumstances following discussions in second half of 2013 summer between the Group and Your Drinks on the financial position and its future funding needs for the development of the Mad-Croc business which cause the directors to regard Your Drinks as controlled by OIM Plc and therefore requiring to be consolidated.
The Group started to exercise control over the day-to-day business of Your Drinks towards the end of September 2013. Accordingly, from 1 October 2013, Your Drinks AG has been consolidated and non-controlling interest recognised as a separate component of equity in the consolidated balance sheet. The directors consider this to be appropriate under IAS 27 (2012).
The Group’s consolidated statement of comprehensive includes revenue of €nil and a loss after tax made by Your Drinks of € 101,000 for the period 01 October 2013 to 31 December 2013. If control over Your Drinks had been obtained as at the start of 2013, the Group would have reported consolidated revenues of €44,315,000 and profit after tax of €4,000 for the year.
Commercial developments of Your Drinks have been announced to the market in the company’s trading update of April 23 2014.
Revaluation of investments at OIM parent company
On April 17 2014, the Board announced that an exclusivity agreement has been signed with a party interested in the acquisition of all shares of the Fleischhauer Group, with a confirmed indicative offer that is expected to lead to a final price exceeding € 20 million, depending on the due diligence to be carried out and the negotiations of the final purchase agreement. Based on confirmed indicative offers, the Group has revalued its investment in Fleischhauer Group using a mid-range of the indicative offers. Based on the confirmed indicative offers, the investment in the Fleischhauer Group has been revalued to € 20 million in line with the Group’s accounting policy of carrying investments at fair value. The carrying value of investment as at 31 December 2012 was € 9,7 million resulting in a revaluation of € 10,3 million.
Relationship with significant shareholder
Mercurius Beleggingsmaatschappij BV (“Mercurius”) which is a 30.1 per cent. shareholder in the Company has requisitioned an extraordinary general meeting of shareholders at May 12 2014 requesting that; (i) the chairman J.E. Haag be removed from the Board; (ii) three appointees of Mercurius be appointed to the Board; and (iii) an additional article be included in the articles of association of the Company, the effect of which would be to require shareholders to approve transactions of a certain size.
The Board is unambiguously opposed to all the Resolutions proposed by Mercurius. It is the Board's belief that the approach by Mercurius is an opportunistic attempt to obtain control of the Company's assets without making a formal offer to all shareholders and without presenting any alternative strategy which creates greater value for shareholders than is being achieved by the Board. On 5 March 2014 The Takeover Panel announced that Mercurius and Budeste were a concert party at the time Budeste acquired its shares in the Company and has required Mercurius and Budeste to reduce their joint shareholding to no more than 30.13% by selling shares and the meantime not to exercise votes in any general meeting of the Company of greater than 30.13% of the votes exercisable at any such meeting.
Code compliance
The Board announced that in the AGM held on 02 October 2013, Mercurius BV voted against all resolutions proposed and as a result the Group was left with only two directors with Mr. R Verhoef joining the board on 28 October 2013. As a result of this, the Group was not fully compliant throughout the year under review with the provisions set out in the UK Corporate Governance Code principally on the composition of the board, its committees and independence of the directors which has been discussed below. The directors of the Company recognise the importance of sound corporate governance and the Board expects to resolve this situation in the near future.
Annex press release April 30 2014 1 of 2 Annex press release April 30 2014 2 of 2
Voor meer informatie kunt u contact opnemen met:
OIM plc
Marius Ritskes, CEO
+31 (0)40 214 65 65