Total Produce Plc Half Yearly Report -11-
September 02 2014 - 2:01AM
UK Regulatory
in the net present value of the obligations of these pension schemes.
This was partly offset by positive returns on pension scheme assets
and the impact of the reduction in the long term inflation rate in
Eurozone schemes.
8. Dividends
The Board has approved an interim dividend of 0.64 (2013: 0.6095)
cent per share which represents a 5.0% increase on the comparative
period. This dividend, which will be subject to Irish withholding
tax rules, will be paid on 17 October 2014 to shareholders on the
register at 19 September 2014. In accordance with company law and
IFRS, this dividend has not been provided for in the balance sheet
at 30 June 2014. The final dividend for 2013 of EUR5,495,000 was
paid in May 2014.
Also during the period, the Group paid dividends of EUR3,705,000
(2013: EUR3,421,000) to non-controlling shareholders in certain of
the Group's non wholly-owned subsidiaries.
9. Businesses acquired and other developments
In the six months to 30 June 2014, the Group made a number of investments
in the business as explained below.
Acquisition of subsidiary interests
In the first half of 2014, the Group invested EUR6.1m in new subsidiary
interests including EUR4.3m contingent consideration payable on the
achievement of profit targets. In addition the Group assumed EUR10.8m
of net debt on these acquisitions including bank loans, bank overdrafts
and finance lease obligations.
The principal acquisition in the period was the agreement to acquire
the second 50% shareholding in All Seasons Fruit ('ASF') in The Netherlands
in three stages. An initial 20% shareholding was acquired on completion
of the deal on 28 May 2014 with the balance to be acquired in subsequent
years. ASF specialises in the soft fruit category. Prior to date
of completion of this acquisition, ASF was a 50% joint venture of
the Group and following the acquisition of the additional shareholding
it becomes a subsidiary of the Group.
Also during the year, the Group invested in a number of other subsidiary
interests in Northern Europe and the Eurozone.
For all acquisitions, the purchase method of accounting has been
applied. The initial assignment of fair values to net assets has
been performed on a provisional basis in respect of these acquisitions
given the timing of completion of these transactions and will be
finalised within twelve months of the acquisition date, as permitted
by IFRS 3 (Revised) Business Combinations.
Analysis of consideration paid and identifiable assets acquired and
liabilities assumed
In respect of acquisitions during the period, information on the
cost of combination, amounts recognised at acquisition date for assets,
liabilities and contingent liabilities and goodwill are disclosed
in aggregate as the combinations are considered individually immaterial.
(Unaudited)
6 months to
30 June 2014
EUR'000
Consideration paid and payable
Cash consideration 1,831
Contingent consideration 4,314
----------------
Total fair value of consideration 6,145
----------------
Identifiable assets acquired and liabilities assumed
Property, plant and equipment 6,403
Intangible assets 3,836
Investment in joint ventures and associates 870
Inventories 1,754
Trade and other receivables 28,117
(Bank overdrafts)/cash and cash equivalents acquired,
net (7,391)
Bank borrowings (1,620)
Finance leases (1,766)
Corporation tax (5)
Trade and other payables (23,074)
Deferred tax liabilities (811)
----------------
Fair value of net identifiable assets and liabilities
acquired 6,313
----------------
Goodwill calculation
Total fair value of consideration 6,145
Fair value of pre-existing interest in acquiree 3,728
Fair value of net identifiable assets and liabilities
acquired (6,313)
----------------
Goodwill arising 3,560
----------------
Cashflows relating to acquisition of subsidiaries
(Unaudited)
6 months to
30 June 2014
EUR'000
Consideration paid and payable
Cash consideration for acquisition of subsidiary undertakings (1,831)
Cash, cash equivalents and bank overdrafts acquired (7,391)
--------------
Total fair value of consideration (9,222)
--------------
Investment in joint ventures and associates
The Group invested over EUR1.1m in new and existing joint ventures
and associates.
The initial assignment of fair values to net assets for all investments
has been performed on a provisional basis in respect of these acquisitions
given the timing of the completion of these transactions and will
be finalised within twelve months from the acquisition date, as permitted
by IFRS 3 (Revised) Business Combinations.
Acquisition of non-controlling interests
During the period, the Group invested up to EUR2.2m in acquiring
the remaining shareholding of non-wholly owned subsidiaries. The
investment includes EUR1.0m cash, EUR0.6m in deferred consideration
to be paid at a later date and EUR0.6m contingent consideration payable
on achievement of future profit targets. The EUR1.5m difference between
the fair value of the consideration of EUR2.2m and the Group carrying
value of the non-controlling interests acquired of EUR0.7m was accounted
for directly in retained earnings in the period.
Payment of contingent and deferred consideration
During the period, the Group paid EUR0.4m of contingent consideration
and EUR0.8m of deferred consideration relating to prior period acquisitions.
The Group continues to actively pursue further investment opportunities
in both new and existing markets.
10. Financial instruments
The fair values of financial assets and financial liabilities, together
with the carrying amounts in the Condensed Group Balance Sheet at
30 June 2014, 30 June 3013 and 31 December 2013 are as follows:
(Unaudited) (Unaudited) (Audited)
6 months to 6 months to Year ended
30 June 2014 30 June 2013 31 Dec 2013
EUR'000 EUR'000 EUR'000
Carrying Fair Carrying Fair Carrying Fair
value value value value value value
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Other financial
assets 574 574 603 603 649 649
Trade and other
receivables 359,013 359,013 365,492 365,492 276,880 276,880
Bank deposits 4,700 4,700 - - 4,740 4,740
Cash and cash
equivalents 92,693 92,693 88,623 88,623 103,463 103,463
Derivative financial
assets 303 303 549 549 20 20
---------- ---------- ---------- ---------- ---------- ----------
457,283 457,283 455,267 455,267 385,752 385,752
========== ========== ========== ========== ========== ==========
Trade and other
payables 391,957 391,957 385,446 385,446 342,181 342,181
Bank overdrafts 42,604 42,604 26,487 26,487 2,285 2,285
Bank borrowings 117,920 117,427 131,103 131,474 112,040 111,751
Finance lease
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