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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Total Produce Plc | LSE:TOT | London | Ordinary Share | IE00B1HDWM43 | ORD EUR0.01 (CDI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 165.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMTOT
RNS Number : 2924Y
Total Produce Plc
02 March 2017
TOTAL PRODUCE PLC
2016 PRELIMINARY RESULTS
TOTAL PRODUCE CONTINUES STRONG GROWTH
Hot Features
Premium
-- Revenue up 8.9% to EUR3.76 billion
-- Adjusted fully diluted EPS up 14.1% to 12.07 cent
-- Adjusted EBITDA up 14.5% to EUR94.8m
-- Adjusted EBITA up 15.0% to EUR73.7m
-- Adjusted profit before tax up 16.8% to EUR67.7m
-- Total dividend up 10%
-- Targeting 2017 adjusted fully diluted EPS in the range of
12.0 to 13.0 cent per share
Key performance indicators are defined overleaf
Commenting on the results, Carl McCann, Chairman, said:
"We are pleased that Total Produce has continued to deliver very strong growth in 2016. Total revenue has increased by 8.9% to EUR3.76 billion with a 14.1% increase in adjusted earnings per share to 12.07 cent.
The Group has made a number of fresh produce acquisitions in 2016 in Europe and North America with a total expenditure of EUR60m, including EUR17m of contingent consideration. The Group acquired 65% of Progressive Produce, the Los Angeles based company with sales in excess of $200 million along with further investments in a number of top quality produce companies.
In addition, Total Produce has in 2017 agreed to invest EUR28m to increase its shareholding in the North American based Oppenheimer Group which has entered into strategic agreements in North America with the New Zealand based T&G Global.
We are pleased to propose a 10% increase in final dividend to 2.2297 cent per share. The Group is continuing to actively pursue additional acquisitions and is targeting 2017 adjusted earnings per share in the range of 12.0 to 13.0 cent per share."
2 March 2017
For further information, please contact:
Brian Bell, Wilson Hartnell PR - Tel: +353-1-669-0030, Mobile: +353-87-243-6130
TOTAL PRODUCE PLC PRELIMINARY RESULTS FOR THE
YEARED 31 DECEMBER 2016
2016 2015
EUR'million EUR'million % change
Total revenue (1) 3,762 3,454 +8.9%
Group revenue 3,105 2,875 +8.0%
Adjusted EBITDA (1) 94.8 82.8 +14.5%
Adjusted EBITA (1) 73.7 64.1 +15.0%
Operating profit after intangible asset
amortisation 56.2 52.6 +6.8%
Adjusted profit before tax (1) 67.7 58.0 +16.8%
Profit before tax 50.6 46.8 +8.2%
Euro cent Euro cent % change
Adjusted fully diluted earnings per share
(1) 12.07 10.58 +14.1%
Basic earnings per share 8.91 9.07 (1.8%)
Diluted earnings per share 8.80 8.97 (1.9%)
Total dividend per share 3.0393 2.7630 +10.0%
(1) Key performance indicators defined
Total revenue includes the Group's share of the revenue of its joint
ventures and associates.
Adjusted EBITDA is earnings before interest, tax, depreciation, acquisition
related intangible asset amortisation charges and costs, fair value
movements on contingent consideration and exceptional items. It also
excludes the Group's share of these items within joint ventures and
associates.
Adjusted EBITA is earnings before interest, tax, acquisition related
intangible asset amortisation charges and costs, fair value movements
on contingent consideration and exceptional items. It also excludes
the Group's share of these items within joint ventures and associates.
Adjusted profit before tax excludes acquisition related intangible
asset amortisation charges and costs, fair value movements on contingent
consideration and exceptional items. It also excludes the Group's
share of these items within joint ventures and associates.
Adjusted fully diluted earnings per share excludes acquisition related
intangible asset amortisation charges and costs, fair value movements
on contingent consideration, exceptional items and related tax on
such items. It also excludes the Group's share of these items within
joint ventures and associates.
Forward-looking statement
Any forward-looking statements made in this press release have been made in good faith based on the information available as of the date of this press release and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in these statements, and the Company undertakes no obligation to update any such statements whether as a result of new information, future events, or otherwise. Total Produce's Annual Report contains and identifies important factors that could cause these developments or the Company's actual results to differ materially from those expressed or implied in these forward-looking statements.
Overview
Total Produce (the 'Group') has delivered a very strong performance
in 2016. Total revenue, adjusted EBITA and adjusted fully diluted earnings
per share grew by 8.9%, 15.0% and 14.1% respectively. The results benefited
from acquisitions completed in the year and a circa 4% like-for-like
growth in revenue arising from both marginal volume growth and higher
average prices. The Group continues to be cash generative with operating
cashflows of EUR44.2m (2015: EUR60.8m).
The Board is pleased to announce a 10.0% increase in the final dividend
to 2.2297 (2015: 2.027) cent per share subject to the approval of shareholders
at the forthcoming AGM. If approved, the total dividend for 2016 will
amount to 3.0393 (2015: 2.763) cent per share which represents an increase
of 10.0% on 2015.
Operating review
Total revenue increased 8.9% to EUR3.76 billion (2015: EUR3.45 billion)
with adjusted EBITA up 15.0% to EUR73.7m (2015: EUR64.1m). The results
benefited from the contribution of acquisitions completed in the past
twelve months and good trading conditions in many key locations. This
was offset in part by the EUR1.9m negative impact on translation of
the results of foreign currency denominated operations to Euro, including
the weaker Sterling, and unsatisfactory trading conditions in the non-fresh
produce businesses. On a like-for-like basis, excluding acquisitions,
divestments and currency translation, revenue was circa 4% higher arising
from both marginal volume growth and higher average prices.
The table below details a segmental breakdown of the Group's revenue
and adjusted EBITA for the year ended 31 December 2016. Each of the
operating segments is primarily involved in the procurement, marketing
and distribution of hundreds of lines of fresh produce. Each segment
also includes businesses involved in the marketing and distribution
of healthfoods and consumer products. Segment performance is evaluated
based on revenue and adjusted EBITA.
Year ended Year ended
31 December 2016 31 December 2015
Total Adjusted Total Adjusted
revenue EBITA revenue EBITA
EUR'000 EUR'000 EUR'000 EUR'000
Europe - Eurozone 1,753,328 25,953 1,653,035 22,170
Europe - Non-Eurozone 1,521,936 38,769 1,537,842 38,603
International 543,713 9,020 320,808 3,362
Inter-segment revenue (56,572) - (57,920) -
----------- ---------- ----------- ----------
Third party revenue and adjusted
EBITA 3,762,405 73,742 3,453,765 64,135
----------- ---------- ----------- ----------
Europe - Eurozone
This segment includes the Group's businesses in France, Ireland, Italy,
the Netherlands and Spain. Revenue increased by 6.1% to EUR1,753m (2015:
EUR1,653m) with a 17.1% increase in adjusted EBITA to EUR26.0m (2015:
EUR22.2m). There was a positive contribution from acquisitions completed
in the past twelve months. Overall trading conditions were favourable
with growth in certain regions offsetting more challenging conditions
in the Netherlands. Excluding the effect of acquisitions, revenue on
a like-for-like basis was up 3% on prior year with both volume and
average price growth.
Europe - Non-Eurozone
This segment includes the Group's businesses in the Czech Republic,
Poland, Scandinavia and the UK. Revenue decreased by 1.0% to EUR1,522m
(2015: EUR1,538m) with adjusted EBITA marginally increasing by 0.4%
to EUR38.8m (2015: EUR38.6m). The reported performance was impacted
by the translation of the results of foreign currency denominated operations
into Euro including the weakening of Sterling by 12% in the year. Trading
was also weaker in a sports nutrition business due to a more competitive
environment.
On a like-for-like basis excluding acquisitions, divestments and currency
translation, revenue was circa 3% ahead of prior year with average
price increases offsetting a marginal volume decline. In the second
half of the year, post the outcome of the EU referendum in the UK and
as a consequence of the weakening of Sterling, volumes declined marginally
in the UK but this was offset by higher average prices. Overall while
the decision of the UK to leave the European Union has created some
macro-economic uncertainties, it is not expected to have a material
impact on the Group going forward.
International
This division includes the Group's businesses in North America and
India. Revenue increased to EUR544m (2015: EUR321m) with adjusted EBITA
increasing to EUR9.0m (2015: EUR3.4m). The results benefited from the
incremental contribution from the Progressive Produce acquisition in
February 2016 and a strong trading performance in the existing businesses.
This was offset in part by a loss of EUR0.9m on the disposal of a US
sports nutrition business in April 2016.
Financial Review
Revenue and Adjusted EBITA
An analysis of the factors influencing the changes in revenue and adjusted
EBITA are discussed in the operating review above.
Share of profits of joint ventures and associates
Share of after tax profits of joint ventures and associates increased
in 2016 to EUR12.3m (2015: EUR10.1m) reflecting the incremental impact
of recent acquisitions and a strong performance of associate companies
in the International division. Dividends received from joint ventures
and associates in the year amounted to EUR8.3m (2015: EUR8.1m).
Intangible asset amortisation
Acquisition related intangible asset amortisation within subsidiaries
increased to EUR7.7m (2015: EUR5.2m) due to additional charges relating
to recent acquisitions. The share of intangible asset amortisation
within joint ventures and associates was EUR2.6m (2015: EUR2.4m).
Exceptional Items
Exceptional items in the year amounted to a net charge of EUR1.4m compared
to a net gain of EUR2.0m in 2015. The current year charge relates to
a non-cash goodwill impairment charge of EUR5.2m relating to a sports
nutrition business offset by EUR3.8m in profit relating to property
and leasehold disposals and related insurance income. The EUR2.0m gain
in 2015 related to profits on sale of property and leaseholds. A full
analysis of these exceptional items is set out in Note 5 of the accompanying
financial information.
Operating profit
Operating profit before intangible asset amortisation and exceptional
items increased 17.0% to EUR65.2m (2015: EUR55.8m). Operating profit
after these items increased 6.8% to EUR56.2m (2015: EUR52.6m).
Net Financial Expense
Net financial expense in the year decreased to EUR5.5m (2015: EUR5.8m)
with lower cost of funding offsetting higher average net debt. The
Group's share of the net interest expense of joint ventures and associates
in the year was EUR0.5m (2015: EUR0.3m). Net interest cover for the
year was 13.3 times based on adjusted EBITA.
Profit Before Tax
Excluding exceptional items, fair value movements on contingent consideration
and acquisition related intangible asset amortisation charges and costs,
the adjusted profit before tax increased by 16.8% to EUR67.7m (2015:
EUR58.0m). Statutory profit before tax after these items was up 8.2%
to EUR50.6m (2015: EUR46.8m).
Taxation
The tax charge for the year, including the Group's share of joint ventures
and associates tax and before non-trading items, as set out in Note
6 of the accompanying financial information, was EUR16.7m (2015: EUR14.2m)
representing an underlying tax rate of 24.7% (2015: 24.4%) when applied
to the Group's adjusted profit before tax.
Non-Controlling Interests
The non-controlling interests' share of after tax profits in the year
was EUR10.8m (2015: EUR7.5m). Included in the charge was the non-controlling
interests' share of exceptional items, amortisation charges and acquisition
related costs of EUR1.1m (2015: EUR0.9m). Excluding these non-trading
items, the non-controlling interests' share of after tax profits increased
by EUR3.5m. The increase was primarily due to non-controlling interests'
share of the after tax profits of recent acquisitions completed in
the past twelve months.
Adjusted and Basic Earnings per Share
Adjusted fully diluted earnings per share increased by 14.1% to 12.07
cent per share (2015: 10.58 cent) in the year assisted by the incremental
contribution from acquisitions and the positive impact of the share
buyback program completed in January 2016. Management believes that
adjusted fully diluted earnings per share, which excludes exceptional
items, acquisition related intangible asset amortisation charges and
costs, fair value movements on contingent consideration and related
tax on these items, provides a fairer reflection of the underlying
trading performance of the Group.
Basic earnings per share and diluted earnings per share after these
non-trading items amounted to 8.91 cent per share (2015: 9.07 cent)
and 8.80 cent per share (2015: 8.97 cent) respectively.
Note 7 of the accompanying financial information provides details of
the calculation of the respective earnings per share amounts.
Cash Flow and Net Debt
Net debt at 31 December 2016 was EUR48.4m compared to EUR18.1m at 31
December 2015. Net debt relative to adjusted EBITDA at 31 December
2016 was 0.5 times and interest is covered 13.3 times by adjusted EBITA.
Average net debt for 2016 was EUR95.9m (2015: EUR66.6m). In addition,
the Group has non-recourse trade receivables financing at 31 December
2016 of EUR43.0m (2015: EUR40.5m).
The Group generated EUR53.7m (2015: EUR45.9m) in operating cash flows
in 2016 before working capital movements. There were EUR9.5m of working
capital outflows in the year compared to a EUR14.9m inflow in 2015.
The prior year working capital movement included the benefit of an
incremental EUR9.2m in trade receivables financing year-on-year whereas
the current year incremental benefit was EUR2.5m. Cash outflows on
routine capital expenditure, net of disposals, were EUR15.3m (2015:
EUR18.1m). Dividends received from joint ventures and associates in
the year increased to EUR8.3m (2015: EUR8.1m) which is a function of
the Group's increased investments in the past number of years while
dividends paid to non-controlling interests increased to EUR6.8m (2015:
EUR2.4m) due to both higher profits in companies with non-controlling
shareholdings and the timing of dividend payments.
The cash inflows of EUR3.0m (2015: EUR3.1m) from exceptional items
relate to proceeds from sale of property and leasehold interests and
related compensation. Cash outflows on acquisitions amounted to EUR44.2m
(2015: EUR11.3m) with contingent and deferred consideration payments
relating to prior period acquisitions of EUR4.8m (2015: EUR12.7m) in
the year. The Group received cash of EUR6.4m (2015: EURNil) on the
disposal of trading assets of a US sports nutrition business as set
out in more detail below. Payments for non-routine property and plant
additions amounted to EUR7.8m (2015: EUR4.2m). The Group distributed
EUR9.1m (2015: EUR8.3m) in dividends to equity shareholders in the
year and also made payments of EUR6.0m (2015: EUR14.4m) acquiring its
own shares. There was an exchange rate gain of EUR0.4m (2015: EUR2.1m
loss) on the translation of foreign currency debt into Euro at 31 December
2016 with the movement due to the weaker Sterling and Swedish Krona
rates partly offset by stronger US Dollar and Canadian Dollar exchange
rates at year-end compared to those prevailing at 31 December 2015.
2016 2015
EUR'million EUR'million
Adjusted EBITDA 94.8 82.8
Deduct adjusted EBITDA of joint ventures and associates (22.1) (18.6)
Net financial expense and tax paid (17.3) (16.8)
Other (1.7) (1.5)
------------- -------------
Operating cash flows before working capital movements 53.7 45.9
Working capital movements (9.5) 14.9
------------- -------------
Operating cash flows 44.2 60.8
Routine capital expenditure net of routine disposal
proceeds (15.3) (18.1)
Dividends received from joint ventures and associates 8.3 8.1
Dividends paid to non-controlling interests (6.8) (2.4)
------------- -------------
Free cash flow 30.4 48.4
Cashflows from exceptional items 3.0 3.1
Acquisition payments, net (1) (44.2) (11.3)
Net cash/(debt) assumed on acquisition of subsidiaries 0.8 (0.7)
Contingent and deferred consideration payments (4.8) (12.7)
Disposal of trading assets 6.4 -
Non-routine capital expenditure / property additions (7.8) (4.2)
Dividends paid to equity shareholders (9.1) (8.3)
Buyback of own shares (6.0) (14.4)
Other 0.6 0.9
------------- -------------
Total net debt movement in year (30.7) 0.8
Net debt at beginning of year (18.1) (16.8)
Foreign currency translation 0.4 (2.1)
Net debt at end of year (48.4) (18.1)
============= =============
(1) Includes payments in year on subsidiaries, non-controlling interests, joint ventures and associates and is net of contributions from non-controlling interests and proceeds on disposal of a joint venture and shares of non-controlling interests.
Defined Benefit Pension Obligations
The net liability of the Group's defined benefit pension schemes
(net of deferred tax) increased to EUR31.8m at 31 December 2016 from
EUR14.5m at 31 December 2015. The increase in the liability is primarily
due to a significant decrease in the discount rates underlying the
calculations of the present value of the schemes obligations offset
in part by positive returns on pension schemes assets. Further details
are outlined in Note 8 of the accompanying financial information.
Shareholders' Equity
Shareholders' equity decreased by EUR12.5m to EUR226.3m at 31 December
2016. Profit after tax of EUR28.5m attributable to equity shareholders
was offset by remeasurement losses of EUR19.7m (net of deferred tax)
on post-employment defined benefit schemes, foreign currency loss
of EUR8.3m on the retranslation of the net assets of foreign currency
denominated operations, the payment of dividends of EUR9.1m to equity
shareholders of the Company and the share buyback of EUR6.0m.
Development Activity
A key part of the Group's strategy is growth by acquisition. In line
with this strategy the Group made a number of acquisitions and investments
in 2016 with committed investments of EUR60m, including deferred
and contingent consideration payable of EUR17m on the achievement
of future profit targets.
On 1 February 2016, the Group made a 65% investment in Progressive
Produce LLC ('Progressive Produce'), headquartered in Los Angeles,
California. Progressive Produce is a grower, packer and distributor
of conventional and organic produce to the retail, wholesale and
foodservice sectors in the US and Canada. Progressive Produce was
founded in 1967 and today is one of California's premier produce
companies with revenues in excess of $200m. An initial payment was
made on closing with further consideration due in 2019 contingent
on achievement of future profit targets. In addition to this, long
term put and call options are in place for the remaining 35% shareholding.
In addition to this, the Group made a number of other investments
in the year including;
* the acquisition in April 2016 of a 60% interest in
Organic Trade Company Holland BV, a company
headquartered in The Netherlands and specialising in
organic fruit and vegetables.
* the incorporation in April 2016 of Vezet Convenience
Nordic ('VCN'), jointly owned 50/50 with a Dutch
based company G Kramer & Zonen trading as Vezet. Over
a period of three to five years, VCN will invest in a
state-of-the-art facility to be used for the
production of fresh cut and pre-packed meal salads
for supply to the Nordic market.
* the acquisition in April 2016 by Provenance Partners
Limited (a 50% subsidiary of the Group), of 100% of
the share capital of Planet Produce Limited, a
company headquartered in the UK specialising in the
import of exotic fruit and vegetables.
* the acquisition in December 2016 of a 50%
shareholding in the El Parque Group, a fresh produce
company headquartered in Chile and specialising in
avocados, citrus and grapes.
Further details on development activity in 2016 including details
of consideration paid and assets and liabilities acquired are provided
in Note 10 of the accompanying financial information.
In April 2016, the Group disposed of a sports nutrition business
in the US for total proceeds of EUR7.7m. Details of this disposal
are outlined in Note 10 of the accompanying financial information.
The Group continues to actively pursue further investment opportunities
in both new and existing markets.
Share Buyback
On 27 January 2016, the Group completed the EUR20m share buyback
program that commenced on 8 October 2015 with a total of 14,017,270
ordinary shares being repurchased and cancelled. Within this program,
during January 2016, 4,073,872 of these shares were repurchased and
cancelled at a cost of EUR6.0m. The share buyback programme is earnings
accretive.
Under the authority granted at the AGM in 2016, the Group will continue
to exercise this authority should the appropriate opportunity arise.
Under this authority, the Group is permitted to purchase up to 10%
of its issued share capital in the market at a price which would
not exceed 105% of the average price over the previous five trading
days.
Dividends
The Board is proposing a 10.0% increase in the final dividend to
2.2297 (2015: 2.027) cent per share subject to the approval of shareholders
at the forthcoming AGM. If approved, this dividend will be paid on
26 May 2017 to shareholders on the register at 5 May 2017 subject
to dividend withholding tax. The total dividend for 2016 will amount
to 3.0393 (2015: 2.763) cent per share and represents an increase
of 10.0% on 2015. The total dividend represents a pay-out of 25.2%
of the adjusted earnings per share.
Post Balance Sheet Events
Post year end, on 1 March 2017 the Group has agreed to invest EUR28m
to increase its shareholding in the North American based Oppenheimer
Group ("Oppy") from 35% to 65%, and Oppy has entered into strategic
agreements in North America with the New Zealand based T&G Global.
There have been no other material events subsequent to 31 December
2016 which would require disclosure or adjustment in the report.
Summary and Outlook
We are pleased that Total Produce has continued to deliver very strong
growth in 2016. Total revenue has increased by 8.9% to EUR3.76 billion
with a 14.1% increase in adjusted earnings per share to 12.07 cent.
The Group has made a number of fresh produce acquisitions in 2016
in Europe and North America with a total expenditure of EUR60m, including
EUR17m of contingent consideration. The Group acquired 65% of Progressive
Produce, the Los Angeles based company with sales in excess of $200
million along with further investments in a number of top quality
produce companies.
In addition, Total Produce has in 2017 agreed to invest EUR28m to
increase its shareholding in the North American based Oppenheimer
Group which has entered into strategic agreements in North America
with the New Zealand based T&G Global.
We are pleased to propose a 10% increase in final dividend to 2.2297
cent per share. The Group is continuing to actively pursue additional
acquisitions and is targeting 2017 adjusted earnings per share in
the range of 12.0 to 13.0 cent per share.
Carl McCann, Chairman
On behalf of the Board
2 March 2017
Total Produce plc
Extract from the Group Income Statement
for the year ended 31 December 2016
Note Before Before
Exceptional Exceptional
exceptional items exceptional items
items (Note 5) Total items (Note 5) Total
2016 2016 2016 2015 2015 2015
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Revenue, including
Group share of
joint ventures
and associates 3 3,762,405 - 3,762,405 3,453,765 - 3,453,765
Group revenue 3 3,105,475 - 3,105,475 2,875,388 - 2,875,388
Cost of sales (2,672,585) - (2,672,585) (2,479,072) - (2,479,072)
------------- ------------ ------------ ------------- ------------ ------------
Gross profit 432,890 - 432,890 396,316 - 396,316
Operating expenses
(net) (379,924) (1,409) (381,333) (350,662) 2,028 (348,634)
Share of profit of
joint ventures 7,258 - 7,258 7,706 - 7,706
Share of profit of
associates 5,012 - 5,012 2,393 - 2,393
Operating profit
before acquisition
related intangible
asset amortisation 65,236 (1,409) 63,827 55,753 2,028 57,781
Acquisition related
intangible asset
amortisation (7,675) - (7,675) (5,183) - (5,183)
------------- ------------ ------------ ------------- ------------ ------------
Operating profit after
acquisition
related intangible
asset amortisation 57,561 (1,409) 56,152 50,570 2,028 52,598
Financial income 1,309 - 1,309 1,017 - 1,017
Financial expense (6,833) - (6,833) (6,832) - (6,832)
------------- ------------ ------------ ------------- ------------ ------------
Profit before tax 52,037 (1,409) 50,628 44,755 2,028 46,783
Income tax expense 6 (10,638) (686) (11,324) (8,930) (351) (9,281)
------------- ------------ ------------ ------------- ------------ ------------
Profit for the year 41,399 (2,095) 39,304 35,825 1,677 37,502
============= ============ ============ ============= ============ ============
Attributable to:
Equity holders of the
parent 28,536 30,027
Non-controlling
interests 10,768 7,475
------------ ------------
39,304 37,502
============ ============
Earnings per ordinary
share
Basic 7 8.91 9.07
Fully diluted 7 8.80 8.97
Adjusted fully diluted 7 12.07 10.58
------------- ------------ ------------
Total Produce plc
Extract from the Group Statement of Comprehensive Income
for the year ended 31 December 2016
2016 2015
EUR'000 EUR'000
Profit for the year 39,304 37,502
---------- ------------
Other comprehensive income:
Items that may be reclassified subsequently to
profit or loss:
Foreign currency translation effects:
* foreign currency net investments - subsidiaries (12,189) 8,471
* foreign currency net investments - joint ventures and
associates 629 704
* foreign currency borrowings designated as net
investment hedges 3,496 (4,015)
Effective portion of changes in fair value of
cash flow hedges 1,880 (386)
Fair value of cash flow hedges transferred to
income statement and recognised in cost of sales (1,923) 395
Deferred tax on items taken directly to other
comprehensive income 11 (1)
---------- ------------
(8,096) 5,168
---------- ------------
Items that will not be reclassified to profit
or loss:
Remeasurement (losses)/gains on post-employment
defined benefit schemes (23,769) 9,870
Revaluation gains on property, plant and equipment 1,421 2,261
Revaluation losses on property, plant and equipment (292) (2,233)
Deferred tax on items taken directly to other
comprehensive income 4,679 (782)
Share of joint ventures and associates remeasurement
losses on post-employment defined benefit schemes
(net of tax) (820) (564)
(18,781) 8,552
---------- ------------
Other comprehensive income for the year (26,877) 13,720
========== ============
Total comprehensive income for the year 12,427 51,222
========== ============
Attributable to:
Equity holders of the parent 1,643 42,764
Non-controlling interests 10,784 8,458
---------- ------------
12,427 51,222
========== ============
Total Produce plc
Extract from the Group Balance Sheet
as at 31 December 2016
2016 2015
EUR'000 EUR'000
Assets
Non-current assets
Property, plant and equipment 145,184 141,994
Investment property 8,585 9,698
Goodwill and intangible assets 220,490 190,518
Investments in joint ventures and associates 92,910 76,115
Other financial assets 649 732
Other receivables 7,761 5,781
Deferred tax assets 15,458 9,071
Total non-current assets 491,037 433,909
---------- ----------
Current assets
Inventories 61,195 63,429
Biological assets 194 -
Trade and other receivables 317,530 279,223
Corporation tax receivable 1,472 3,875
Derivative financial instruments 187 196
Bank deposits 2,500 2,500
Cash and cash equivalents 127,280 129,738
---------- ----------
Total current assets 510,358 478,961
---------- ----------
Total assets 1,001,395 912,870
========== ==========
Equity
Share capital 3,429 3,446
Share premium 148,204 254,512
Other reserves (113,707) (106,727)
Retained earnings 188,396 87,589
---------- ----------
Total equity attributable to equity holders of
the parent 226,322 238,820
Non-controlling interests 72,600 74,959
---------- ----------
Total equity 298,922 313,779
---------- ----------
Liabilities
Non-current liabilities
Interest-bearing loans and borrowings 130,162 131,885
Deferred government grants 481 1,800
Other payables 2,021 1,411
Contingent consideration 36,746 28,363
Put option liability 21,215 -
Corporation tax payable 5,836 6,319
Deferred tax liabilities 17,915 17,397
Employee benefits 37,777 17,174
---------- ----------
Total non-current liabilities 252,153 204,349
---------- ----------
Current liabilities
Interest-bearing loans and borrowings 47,984 18,408
Trade and other payables 389,708 369,457
Contingent consideration 9,629 5,149
Derivative financial instruments 569 407
Corporation tax payable 2,430 1,321
---------- ----------
Total current liabilities 450,320 394,742
---------- ----------
Total liabilities 702,473 599,091
---------- ----------
Total liabilities and equity 1,001,395 912,870
========== ==========
Total Produce plc
Extract from the Group Statement of
Changes in Equity
for the year ended 31 December 2016
Attributable to equity holders of the parent
---------------- -----------
Undenominated Own Currency Reval-uation Other Non-controlling
Share Share capital De-merger shares translation reserve equity Retained interests Total
capital premium EUR'000 reserve reserve reserve EUR'000 reserves* earnings Total EUR'000 equity
For the year EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
ended 31
December
2016
As at 1 January
2016 3,446 254,512 99 (122,521) (8,580) 70 22,178 2,027 87,589 238,820 74,959 313,779
--------- ------------ -------------- ----------- -------- ------------ ------------- ---------- ---------- ---------- ---------------- -----------
Comprehensive
income
--------- ------------ -------------- ----------- -------- ------------ ------------- ---------- ---------- ---------- ---------------- -----------
Profit for the
year - - - - - - - - 28,536 28,536 10,768 39,304
--------- ------------ -------------- ----------- -------- ------------ ------------- ---------- ---------- ---------- ---------------- -----------
Other
comprehensive
income:
Items that may
be reclassified
subsequently to
profit or loss:
Foreign currency
translation
effects,
net - - - - - (7,745) - (514) - (8,259) 195 (8,064)
Effective
portion of cash
flow
hedges, net - - - - - - - (19) - (19) (24) (43)
Deferred tax on
items taken
directly
to other
comprehensive
income - - - - - - - 4 - 4 7 11
Items that will
not be
reclassified
subsequently to
profit or loss:
Revaluation
gains/(losses)
on
property, plant
and equipment,
net - - - - - - 1,138 - - 1,138 (9) 1,129
Remeasurement
losses on
post-employment
defined benefit
schemes - - - - - - - - (23,584) (23,584) (185) (23,769)
Deferred tax on
items taken
directly
to other
comprehensive
income - - - - - - 772 - 3,875 4,647 32 4,679
Share of joint
ventures and
associates
remeasurement
losses on
post-employment
defined benefit
schemes (net of
tax) - - - - - - - - (820) (820) - (820)
Total other
comprehensive
income - - - - - (7,745) 1,910 (529) (20,529) (26,893) 16 (26,877)
--------- ------------ -------------- ----------- -------- ------------ ------------- ---------- ---------- ---------- ---------------- -----------
Total
comprehensive
income - - - - - (7,745) 1,910 (529) 8,007 1,643 10,784 12,427
--------- ------------ -------------- ----------- -------- ------------ ------------- ---------- ---------- ---------- ---------------- -----------
Transactions
with equity
holders
of the parent
New shares
issued 24 1,763 - - - - - (651) 651 1,787 - 1,787
Own shares
acquired and
cancelled (41) - 41 - - - - - (5,973) (5,973) - (5,973)
Capital
reduction (Note
13) - (108,071) - - - - - - 107,963 (108) - (108)
Non-controlling
interest
arising
on acquisition
of subsidiaries
(Note 10) - - - - - - - - - - 15,215 15,215
Recognition of
put option
liability
on acquisition
(Note 10) - - - - - - - (17,155) - (17,155) - (17,155)
Put option
granted to
non-controlling
interests (Note
10) - - - - - - - (3,367) - (3,367) - (3,367)
Remeasurement of
put option
liability - - - - - - - (179) - (179) - (179)
Acquisition of
non-controlling
interests (Note
10) - - - - - - - - (692) (692) (3,796) (4,488)
Disposal of
shareholding to
non-controlling
interests (Note
10) - - - - - - - - - - 3,993 3,993
Contribution by
non-controlling
interests - - - - - - - - - - 5 5
Share of buyback
within
associate
company - - - - - - - - (73) (73) - (73)
Subsidiary
becoming a
joint venture - - - - - - - - - - (1,503) (1,503)
Dividends paid - - - - - - - - (9,076) (9,076) (6,798) (15,874)
Share-based
payment
transactions - - - - - - - 436 - 436 - 436
--------- ------------ -------------- ----------- -------- ------------ ------------- ---------- ---------- ---------- ---------------- -----------
Total
transactions
with equity
holders of the
parent (17) (106,308) 41 - - - - (20,916) 92,800 (34,400) 7,116 (27,284)
--------- ------------ -------------- ----------- -------- ------------ ------------- ---------- ---------- ---------- ---------------- -----------
As at 31
December 2016 3,429 148,204 140 (122,521) (8,580) (7,675) 24,088 (19,418) 188,396 206,063 92,859 298,922
========= ============ ============== =========== ======== ============ ============= ========== ========== ========== ================ ===========
Transfer of NCI
subject to put
option for
presentation
purposes - - - - - - - 20,259 - 20,259 (20,259) -
--------- ------------ -------------- ----------- -------- ------------ ------------- ---------- ---------- ---------- ---------------- -----------
As at 31
December 2016 3,429 148,204 140 (122,521) (8,580) (7,675) 24,088 841 188,396 226,322 72,600 298,922
========= ============ ============== =========== ======== ============ ============= ========== ========== ========== ================ ===========
*Other equity reserves comprise the share option reserve, the cash flow hedge reserve and the put option reserve.
Total Produce
plc
Extract from the Group Statement of Changes in Equity
for the year
ended 31
December
2016 (Continued)
--------- -------------------------------------------------------------------------------------------------------------- ----------------- ---------
Attributable to equity holders of the parent
Un-
denom Own Currency Reval-uation Other Non-controlling
Share Share inated De-merger shares translation reserve equity Retained interests Total
capital premium capital reserve reserve reserve EUR'000 reserves* earnings Total EUR'000 equity
For the year EUR'000 EUR'000 EUR'000 EUR'000 EUR'00 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
ended 31
December
2015
As at 1 January
2015 3,533 253,565 - (122,521) (8,580) (4,483) 21,882 2,024 71,628 217,048 68,341 285,389
--------- --------- -------- ----------- --------- ------------- -------------- ----------- ---------- --------- ----------------- ---------
Comprehensive
income
--------- --------- -------- ----------- --------- ------------- -------------- ----------- ---------- --------- ----------------- ---------
Profit for the
year - - - - - - - - 30,027 30,027 7,475 37,502
--------- --------- -------- ----------- --------- ------------- -------------- ----------- ---------- --------- ----------------- ---------
Other
comprehensive
income:
Items that may
be reclassified
subsequently to
profit or loss:
Foreign currency
translation
effects,
net - - - - - 4,553 - - - 4,553 607 5,160
Effective
portion of cash
flow
hedges, net - - - - - - - (11) - (11) 20 9
Deferred tax on
items taken
directly
to other
comprehensive
income - - - - - - - 6 - 6 (7) (1)
Items that will
not be
reclassified
subsequently to
profit or loss:
Revaluation
gains/(losses)
on property,
plant and
equipment, net - - - - - - 105 - - 105 (77) 28
Remeasurement
gains on
post-employment
defined benefit
schemes - - - - - - - - 9,638 9,638 232 9,870
Deferred tax on
items taken
directly
to other
comprehensive
income - - - - - - 191 - (1,181) (990) 208 (782)
Share of joint
ventures and
associates
remeasurement
losses on
post-employment
defined benefit
schemes (net of
tax) - - - - - - - - (564) (564) - (564)
Total other
comprehensive
income - - - - - 4,553 296 (5) 7,893 12,737 983 13,720
--------- --------- -------- ----------- --------- ------------- -------------- ----------- ---------- --------- ----------------- ---------
Total
comprehensive
income - - - - - 4,553 296 (5) 37,920 42,764 8,458 51,222
--------- --------- -------- ----------- --------- ------------- -------------- ----------- ---------- --------- ----------------- ---------
Transactions
with equity
holders
of the parent
New shares
issued 12 947 - - - - - (373) 373 959 - 959
Own shares
acquired and
cancelled (99) - 99 - - - - - (14,388) (14,388) - (14,388)
Non-controlling
interests
arising
on acquisition - - - - - - - - - - 4,132 4,132
Acquisition of
non-controlling
interests - - - - - - - - 351 351 (4,265) (3,914)
Disposal of
shareholding to
non-controlling
interests - - - - - - - - - - 599 599
Contribution by
non-controlling
interests - - - - - - - - - - 36 36
Dividends paid - - - - - - - - (8,295) (8,295) (2,342) (10,637)
Share-based
payment
transactions - - - - - - - 381 - 381 - 381
--------- --------- -------- ----------- --------- ------------- -------------- ----------- ---------- --------- ----------------- ---------
Total
transactions
with equity
holders (87) 947 99 - - - - 8 (21,959) (20,992) (1,840) (22,832)
--------- --------- -------- ----------- --------- ------------- -------------- ----------- ---------- --------- ----------------- ---------
As at 31
December 2015 3,446 254,512 99 (122,521) (8,580) 70 22,178 2,027 87,589 238,820 74,959 313,779
========= ========= ======== =========== ========= ============= ============== =========== ========== ========= ================= =========
*Other equity reserves comprise the share option reserve, the cash flow hedge reserve and the put option reserve.
Total Produce plc
Extract from the Group Statement of Cash Flows
for the year ended 31 December 2016
2016 2015
EUR'000 EUR'000
Net cash flows from operating activities (Note
11) 44,148 60,811
--------- ---------
Investing activities
Acquisition of subsidiaries (32,887) (4,312)
Cash assumed on acquisition of subsidiaries, net 1,940 2,235
Acquisition of, and investment in joint ventures
and associates (8,620) (7,338)
Payments of contingent consideration (1,976) (11,964)
Payments of deferred consideration (2,778) (692)
Proceeds from disposal of joint ventures and associates - 670
Proceeds from disposal of trading assets 6,419 -
Cash derecognised on subsidiary becoming a joint (491) -
venture
Disposal of shares in subsidiary to non-controlling
interests 273 599
Acquisition of property, plant and equipment (24,378) (16,506)
Acquisition of investment property - (4,176)
Expenditure on computer software (1,344) (2,448)
Development expenditure capitalised (253) (251)
Proceeds from disposal of property, plant and equipment 2,651 852
Proceeds from exceptional items 3,030 3,092
Dividends received from joint ventures and associates 8,339 8,070
Government grants received - 449
--------- ---------
Net cash flows from investing activities (50,075) (31,720)
--------- ---------
Financing activities
Drawdown of borrowings 68,144 95,673
Repayment of borrowings (40,671) (86,488)
Increase in bank deposits - (500)
Proceeds from the issue of share capital 1,787 959
Buyback of own shares (5,973) (14,388)
Costs of capital reduction (108) -
Capital element of finance lease repayments (2,175) (1,898)
Acquisition of non-controlling interests (3,044) (1,000)
Capital contribution by non-controlling interests 5 36
Dividends paid to non-controlling interests (6,798) (2,342)
Dividends paid to equity holders of the parent (9,076) (8,295)
Net cash flows from financing activities 2,091 (18,243)
--------- ---------
Net (decrease)/increase in cash, cash equivalents
and overdrafts (3,836) 10,848
Cash, cash equivalents and overdrafts at start
of year 123,205 110,390
Net foreign exchange difference (2,282) 1,967
--------- ---------
Cash, cash equivalents and overdrafts at end of
year (Note 12) 117,087 123,205
========= =========
Total Produce plc
Extract from the Summary Group Reconciliation of Net Debt
for the year ended 31 December 2016
2016 2015
EUR'000 EUR'000
Net (decrease)/increase in cash, cash equivalents
and overdrafts (3,836) 10,848
Drawdown of borrowings (68,144) (95,673)
Repayment of borrowings 40,671 86,488
Increase in bank deposits - 500
Interest-bearing loans and borrowings arising on
acquisition (474) (2,901)
Capital element of finance lease repayments 2,175 1,898
Other movements on finance leases (419) (242)
Finance leases arising on acquisition (673) -
Foreign exchange movement 389 (2,125)
--------- ---------
Movement in net debt (30,311) (1,207)
Net debt at beginning of the year (18,055) (16,848)
--------- ---------
Net debt at end of the year (Note 12) (48,366) (18,055)
========= =========
Total Produce plc
Selected explanatory notes for the Preliminary Results for the year
ended 31 December 2016
1. Basis of preparation
The financial information included in this preliminary results statement
has been extracted from the Group's Financial Statements for the
year ended 31 December 2016 and is prepared based on the accounting
policies set out therein, which are consistent with those applied
in the prior year with the exception of the effect of the new accounting
standards listed below. As permitted by European Union (EU) law
and in accordance with AIM/ESM rules, the Group Financial Statements
have been prepared in accordance with International Financial Reporting
Standards (IFRSs) and their interpretations issued by the International
Accounting Standards Board (IASB) as adopted by the EU.
The financial information prepared in accordance with IFRSs as
adopted by the EU included in this report do not comprise "full
group accounts" within the meaning of Regulation 40(1) of the European
Communities (Companies: Group Accounts) Regulations 1992 of Ireland
insofar as such group accounts would have to comply with the disclosure
and other requirements of those Regulations.
The information included has been derived from the Group Financial
Statements which were approved by the Board of Directors on 1 March
2017. The Financial Statements will be filed with the Irish Registrar
of Companies and circulated to shareholders in due course. The financial
information is presented in Euro, rounded to the nearest thousand
where appropriate.
Changes in accounting policy
The following are the new standards and amendments that are effective
for the Group's financial year ending on 31 December 2016. They
had no significant impact on the results and financial position
of the Group for the period ended 31 December 2016.
* Amendments to IFRS 11 Joint Arrangements - Accounting
for acquisition of interests in joint arrangements
* Amendments to IAS 16 Property, Plant and Equipment
and IAS 38: Intangible Assets - Clarification of
acceptable methods of depreciation and amortisation
* Amendments to IAS 16 Property, Plant and Equipment
and IAS 41 Agriculture - Bearer Plants
* Amendments to IAS 27 Separate Financial Statements -
Equity Method in Separate Financial Statements
* Amendments to IAS 1 Presentation of Financial
Statements - Disclosure Initiative
* Annual Improvements to IFRSs 2012-2014 Cycle
Accounting policy for put options over non-controlling interest
shares
If a put option is held by a non-controlling interest ('NCI') in
a subsidiary undertaking, whereby the holder of the put option can
require the Group to acquire the NCI's shareholding in the subsidiary
at a future date, the Group carefully examines the nature of such
a put option. The Group assesses whether or not the NCI continues
to have a present ownership interest in the shares subject to the
put option. Present ownership interest can be evidenced by NCI continuing
to have a right to the receipt of dividends, or benefitting from
increases in net assets while holding a voting entitlement to the
shares subject to the put option. If it is deemed that the put option
holders continue to have a present ownership interest, the Group
applies the partial recognition of NCI method as follows:
(a) the Group continues to recognise the amount that would have
been recognised for the non-controlling interest, including an update
to reflect its share of profit and losses, dividends and other changes;
(b) the Group recognises a financial liability in accordance with
IAS 32 being the estimate of the fair value of the consideration
to acquire the NCI shares that are subject to the put option and
records this in a separate reserve in equity;
(c) changes in the fair value of the financial liability are reflected
as a movement in the put liability reserve; and
(d) for presentation purposes in the balance sheet, the Group transfers
the non-controlling interest subject to the put option as an offset
to the put option reserve in equity.
If the NCI put option is exercised, the same treatment is applied
up to the date of exercise. The amount recognised as the financial
liability at that date is extinguished by the payment of the exercise
price. If the put option expires unexercised, the position is unwound
so that the non-controlling interest is recognised as the amount
it would have been as if the put option had never been granted and
the financial liability is derecognised with a corresponding credit
to equity.
If the non-controlling interest does not have present ownership
rights from the put option, then the transaction is accounted for
as if the Group had acquired the NCI at the date of entering into
the put option.
Accounting policy for forward commitments over non-controlling interest
shares
If a firm commitment is in place to acquire the shares held by a
NCI in a subsidiary undertaking, whereby the Group has an irrevocable
agreement to acquire the NCI's shareholding in the subsidiary at
a future date, the Group carefully examines the nature of such a
commitment. The Group assesses whether or not the NCI continues
to have a present ownership interest in the shares subject to commitment.
Present ownership interest can be evidenced by NCI continuing to
have a right to the receipt of dividends, or benefitting from increases
in net assets while holding a voting entitlement to the shares subject
to the put option. If it is deemed that the non-controlling shareholders
continue to have a present ownership interest, the Group applies
the partial recognition of NCI method as outlined above in the accounting
policy for put options over non-controlling interest shares.
Accounting policy for call options over non-controlling interest
shares
If the Group has a call option over the shares held by a NCI in
a subsidiary undertaking, where the Group can require the NCI to
sell its shareholding in the subsidiary at a future date, the option
is classified as a derivative and is recognised as a financial instrument
on inception with fair value movements recognised in the income
statement.
Accounting policy for put and call options over shareholdings of
joint venture and associate interests
If there are put and call options over the remaining shares in a
joint venture and associate undertakings, the option is classified
as a derivative instrument on inception with fair value movements
recognised in the income statement.
2. Translation of foreign currencies
The reporting currency of the Group is Euro. Results and cash flows
of foreign currency denominated operations have been translated
into Euro at the exchange rate at the date of the transaction or
an average exchange rate for the period where appropriate, and the
related balance sheets have been translated at the rates of exchange
ruling at the balance sheet date. Adjustments arising on the translation
of the results of foreign currency denominated operations at average
rates, and on restatement of the opening net assets at closing rates,
are accounted for in a separate translation reserve within equity,
net of differences on related foreign currency borrowings. All other
translation differences are taken to the income statement. The rates
used in the translation of results and balance sheets into Euro
were as follows:
Average rate Closing rate
2016 2015 % change 2016 2015 % change
Brazilian Real 3.6919 - - 3.4305 4.3198 20.6%
Canadian Dollar 1.4674 1.4184 (3.5%) 1.4141 1.5129 6.5%
Czech Koruna 27.0353 27.2862 0.9% 27.0210 27.0217 0.0%
Danish Kroner 7.4427 7.4584 0.2% 7.4344 7.4623 0.4%
Indian Rupee 74.2703 71.1987 (4.3%) 71.4680 72.2024 1.0%
Polish Zloty 4.3621 4.1769 (4.4%) 4.4051 4.2628 (3.3%)
Pound Sterling 0.8102 0.7223 (12.2%) 0.8526 0.7368 (15.7%)
Swedish Krona 9.4650 9.3489 (1.2%) 9.5773 9.1858 (4.3%)
US Dollar 1.1081 1.1106 0.2% 1.0520 1.0907 3.5%
-------- -------- --------- -------- -------- ---------
3. Revenue and Segmental Analysis
0BRevenue
1B2016 3B2015
2BEUR'000 4BEUR'000
Group Revenue 3,105,475 2,875,388
----------- -----------
Plus:
Share of revenue of joint ventures 397,659 355,620
Share of revenue of associates 259,271 222,757
Total share of revenue of joint ventures and associates 656,930 578,377
----------- -----------
Total Revenue 3,762,405 3,453,765
=========== ===========
Segmental Analysis
The table below details a segmental breakdown of the Group's total
revenue and adjusted EBITA for the years ended 31 December 2016 and
31 December 2015.
In accordance with IFRS 8, the Group's reportable operating segments
based on how performance is currently assessed and resources are allocated
are as follows:
- Europe - Eurozone: This reportable segment is an aggregation
of thirteen operating segments principally in France, Ireland,
Italy, the Netherlands and Spain primarily involved in the procurement,
marketing and distribution of fresh produce and some healthfoods
and consumer goods products. These operating segments have been
aggregated because they have similar economic characteristics.
- Europe - Non-Eurozone: This operating segment is an aggregation
of six operating segments in Scandinavia, the United Kingdom,
Poland and the Czech Republic primarily involved in the procurement,
marketing and distribution of fresh produce and some healthfoods
and consumer goods products. These operating segments have been
aggregated because they have similar economic characteristics.
- International: This segment is an aggregation of five operating
segments in North America and India primarily involved in the
procurement, marketing and distribution of fresh produce. The
North American sports nutrition business ceased trading in April
2016.
Segment performance is evaluated based on revenue and adjusted EBITA.
Management believes that adjusted EBITA, while not a defined term
under IFRS, gives a fair reflection of the underlying trading performance
of the Group. Adjusted EBITA represents earnings before interest,
tax, acquisition related intangible asset amortisation charges and
costs, fair value movements on contingent consideration and exceptional
items. It also excludes the Group's share of these items within joint
ventures and associates. Adjusted EBITA is therefore measured differently
from operating profit in the Group financial statements as explained
and reconciled in full detail in the analysis that follows.
Finance costs, finance income and income taxes are managed on a centralised
basis. These items are not allocated between operating segments for
the purpose of the information presented to the Chief Operating Decision
Maker ('CODM') and are accordingly omitted from the detailed segmental
analysis that follows.
Year ended Year ended
31 December 2016 31 December 2015
--------------------------------- ---------------------------------
Segmental Total Adjusted Segmental Total Adjusted
revenue revenue EBITA revenue revenue EBITA
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Europe - Eurozone 1,753,328 1,731,675 25,953 1,653,035 1,636,479 22,170
Europe - Non-Eurozone 1,521,936 1,487,091 38,769 1,537,842 1,496,478 38,603
International 543,713 543,639 9,020 320,808 320,808 3,362
Inter-segment revenue (56,572) - - (57,920) - -
---------- ---------- --------- ---------- ---------- ---------
Third party revenue
and adjusted EBITA 3,762,405 3,762,405 73,742 3,453,765 3,453,765 64,135
========== ========== ========= ========== ========== =========
All inter-segment revenue transactions are at arm's length.
Reconciliation of segmental profit to operating profit
Below is a reconciliation of adjusted EBITA per the Group's management
reports to operating profit and profit before tax as presented in
the Group income statement:
2016 2015
Note EUR'000 EUR'000
Adjusted EBITA per management reporting 73,742 64,135
Acquisition related intangible asset amortisation
within subsidiaries (i) (7,675) (5,183)
Share of joint ventures and associates acquisition
related intangible asset amortisation (i) (2,557) (2,434)
Fair value movements on contingent consideration (ii) (73) (1,384)
Acquisition related costs within subsidiaries (iii) (922) (672)
Share of joint ventures and associates net
finance expense (iv) (481) (330)
Share of joint ventures and associates tax (iv) (4,473) (3,562)
--------- ---------
Operating profit before exceptional items 57,561 50,570
Exceptional items (Note 5) (v) (1,409) 2,028
--------- ---------
Operating profit after exceptional items 56,152 52,598
Net financial expense (vi) (5,524) (5,815)
--------- ---------
Profit before tax 50,628 46,783
========= =========
(i) Acquisition related intangible asset amortisation charges are
not allocated to operating segments in the Group's management
reports.
(ii) Fair value movements on contingent consideration are not allocated
to operating segments in the Group's management reports.
(iii) Acquisition related costs are transaction costs directly related
to the acquisition of subsidiaries and are not allocated to operating
segments in the Group's management reports.
(iv) Under IFRS, included within profit before tax is the Group's share
of joint ventures and associates profit after acquisition related
intangible amortisation charges and costs, tax and interest. In
the Group's management reports these items are excluded from the
adjusted EBITA calculation.
(v) Exceptional items (Note 5) are not allocated to operating segments
in the Group's management reports.
(vi) Financial income and expense is primarily managed at Group level
and is therefore not allocated to individual operating segments
in the Group's management reports.
4. Adjusted profit before tax, adjusted EBITA and adjusted EBITDA
For the purpose of assessing the Group's performance, Total Produce
management believes that adjusted EBITDA, adjusted EBITA, adjusted
profit before tax and adjusted earnings per share (Note 7) are the
most appropriate measures of the underlying performance of the Group.
2016 2015
EUR'000 EUR'000
Profit before tax per income statement 50,628 46,783
Adjustments
Exceptional items (Note 5) 1,409 (2,028)
Fair value movements on contingent consideration 73 1,384
Share of joint ventures and associates tax 4,473 3,562
Acquisition related intangible asset amortisation
within subsidiaries 7,675 5,183
Share of joint ventures and associates acquisition
related intangible asset amortisation 2,557 2,434
Acquisition related costs within subsidiaries 922 672
--------- ---------
Adjusted profit before tax 67,737 57,990
Exclude
Net financial expense - subsidiaries 5,524 5,815
Net financial expense - share of joint ventures
and associates 481 330
--------- ---------
Adjusted EBITA 73,742 64,135
Exclude
Amortisation of software costs 1,356 988
Depreciation - subsidiaries 17,423 15,527
Depreciation - share of joint ventures and associates 2,301 2,172
--------- ---------
Adjusted EBITDA 94,822 82,822
========= =========
5. Exceptional items
2016 2015
EUR'000 EUR'000
Matters relating to property, plant and equipment
and leasehold interests (a) 3,774 2,028
Impairment of goodwill (b) (5,183) -
Total exceptional items (1,409) 2,028
Net tax charge on exceptional items (c) (686) (351)
---------- ----------
Total (2,095) 1,677
========== ==========
Attributable as follows:
Equity holders of the parent (2,812) 1,349
Non-controlling interests 717 328
---------- ----------
(2,095) 1,677
========== ==========
(a) Matters relating to property, plant and equipment and leasehold
interests
During 2016 the Group received compensation for the exit of a leasehold
interest. The compensation of EUR1,889,000 net of associated costs
was recognised within other operating income. Also during 2016 the
Group received compensation for costs arising from a fire in a facility
in Europe which caused damage to buildings, plant and machinery, motor
vehicles and small amounts of inventory. The facility has been repaired
and was fully operational from mid-2016 onwards. The insurance income,
net of associated costs and impairment, recognised in 2016 was EUR1,885,000
and was disclosed as an exceptional item within other operating income.
During 2015, the Group realised a net profit of EUR2,028,000 after
associated costs on the disposal of property, plant and equipment
and leasehold interests in Europe.
(b) Impairment of goodwill
In 2016 the Group recognised a non-cash impairment charge of EUR5,183,000
in relation to a sports nutrition business as a result of a reduction
in the forecasted profitability due to a more competitive trading
environment.
(c) Tax charge on exceptional items
The net tax charge on exceptional items in 2016 was EUR868,000. Offsetting
this was a deferred tax credit of EUR182,000 on reassessment of deferred
tax on prior year investment property fair value movements. The net
tax charge on exceptional items in 2015 was EUR216,000. In addition
to this a deferred tax charge of EUR135,000 was recognised on fair
value movements on investment property in prior years.
Effect of exceptional items on cashflow statement
The net effect of the items above was a cash inflow of EUR3,030,000
(2015: cash inflow of EUR3,092,000).
6. Income tax
2016 2015
EUR'000 EUR'000
Income tax expense 11,324 9,281
Group share of tax charge of joint ventures
and associates netted in profit before tax 4,473 3,562
---------- ----------
Total tax charge 15,797 12,843
Adjustments
Deferred tax on amortisation of intangible assets
- subsidiaries 971 1,080
Share of joint ventures and associates deferred
tax credit on amortisation of intangible assets 636 593
Net deferred tax credit on fair value movements
on investment properties - subsidiaries 182 (135)
Tax impact of other exceptional items (868) (216)
---------- ----------
Tax charge on underlying activities 16,718 14,165
========== ==========
The total tax charge for the year amounted to EUR15,797,000 (2015:
EUR12,843,000), including the Group's share of the tax charge of its
joint ventures and associates of EUR4,473,000 (2015: EUR3,562,000),
which is netted in profit before tax in accordance with IFRS.
Excluding the impact of deferred tax credits related to the amortisation
of intangibles and the tax effect of exceptional items, the underlying
tax charge for the year was EUR16,718,000 (2015: EUR14,165,000), equivalent
to a rate of 24.7% (2015: 24.4%) when applied to the Group's adjusted
profit before tax.
7. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit for
the year attributable to ordinary equity holders of the parent by
the weighted average number of ordinary shares outstanding during
the year, excluding shares purchased by the company which are held
as treasury shares.
2016 2015
EUR'000 EUR'000
Profit attributable to equity holders of the
parent 28,536 30,027
========== =========
'000 '000
Shares in issue at beginning of year 344,609 353,312
New shares issued (weighted average) 1,417 655
Share repurchased by Company (weighted average) (3,891) (962)
Effect of treasury shares held (22,000) (22,000)
---------- ---------
Weighted average number of shares for basic
earnings per share calculation 320,135 331,005
========== =========
Basic earnings per share - cent 8.91 9.07
========== =========
Diluted earnings per share
Diluted earnings per share is calculated by dividing the profit for
the year attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding after adjustment
for the effects of all ordinary shares and options with a dilutive
effect.
2016 2015
EUR'000 EUR'000
Profit attributable to equity holders of the
parent 28,536 30,027
=================== ===================
'000 '000
Weighted average number of shares 320,135 331,005
Effect of share options with a dilutive effect 4,005 3,850
------------------- -------------------
Weighted average number of shares for diluted
earnings per share calculation 324,140 334,855
=================== ===================
Diluted earnings per share - cent 8.80 8.97
=================== ===================
The average market value of the Company's shares for the purpose of
calculating the dilutive effect of share options was based on the quoted
market prices for the period during which the options were outstanding.
Adjusted fully diluted earnings per share
Management believes that adjusted fully diluted earnings per share
as set out below provides a fair reflection of the underlying trading
performance of the Group after eliminating the impact of acquisition
related intangible asset amortisation charges and costs, remeasurement
to fair value of contingent consideration, property revaluations and
exceptional items and the related tax on these items.
Adjusted fully diluted earnings per share is calculated by dividing
the adjusted profit attributable to ordinary shareholders by the weighted
average number of ordinary shares outstanding after adjustment for
the effects of all ordinary shares and options with a dilutive effect.
2016 2015
EUR'000 EUR'000
Profit attributable to equity holders of the
parent 28,536 30,027
Adjustments:
Exceptional items - net of tax (Note 5) 2,095 (1,677)
Acquisition related intangible asset amortisation
within subsidiaries 7,675 5,183
Share of joint ventures and associates acquisition
related intangible asset amortisation 2,557 2,434
Acquisition related costs within subsidiaries 922 672
Fair value movements on contingent consideration 73 1,384
Tax effect of amortisation charge of goodwill
and intangible assets (1,607) (1,673)
Non-controlling interests share of items above (1,128) (910)
------------------- -------------------
Adjusted fully diluted earnings 39,123 35,440
=================== ===================
'000 '000
Weighted average number of shares at end of year
(diluted) 324,140 334,855
Adjusted fully diluted earnings per share - cent 12.07 10.58
=================== ===================
8. Post-employment benefits
2016 2015
EUR'000 EUR'000
Pension assets 189,008 179,136
Pension obligations (226,785) (196,310)
------------- ------------
Net liability at end of year (37,777) (17,174)
Net related deferred tax asset 5,956 2,643
------------- ------------
Net liability after tax at end of year (31,821) (14,531)
============= ============
Analysis of movement in the year
Net liability at beginning of year (17,174) (27,514)
Net interest expense and current service cost
recognised in the income statement (3,237) (4,693)
Employer contributions to schemes 5,010 5,411
Remeasurement (losses)/gains recognised in other
comprehensive income (23,769) 9,870
Foreign exchange movement 1,393 (248)
------------- ------------
Net liability at end of year (37,777) (17,174)
============= ============
The table above summarises the movements in the net liability of the
Group's various defined benefit pension schemes in Ireland, the UK and
Continental Europe in accordance with IAS 19 Employee Benefits (2011).
The Group's balance sheet at 31 December 2016 reflects net pension liabilities
of EUR37,777,000 (2015: EUR17,174,000) in respect of schemes in deficit,
resulting in a net deficit of EUR31,821,000 (2015: EUR14,531,000) after
deferred tax.
The current and past service costs and the net finance expense on the
net scheme liabilities are charged to the income statement. Remeasurement
gains and losses are recognised in other comprehensive income.
In determining the valuation of pension obligations, consultation with
independent actuaries is required. The estimation of employee benefit
obligations requires the determination of appropriate assumptions such
as discount rates, inflations rates and mortality rates.
Pension scheme assets increased by 5.5% to EUR189,008,000 (2015: EUR179,136,000)
while pension scheme obligations increased by 15.5% to EUR226,785,000
(2015: EUR196,310,000).
The increase in the net liability in the year was primarily due to the
significant decrease in discount rates which results in an increase
in the net present value of the obligations of these pension schemes.
This was offset in part by a return of 13.3% on pension scheme assets
in the year. The discount rate in Ireland and the Eurozone decreased
to 1.9% (2015: 2.6%) and in the UK decreased to 2.75%/2.80% (2015: 4.1%).
9. Dividends
2016 2015
EUR'000 EUR'000
Dividends paid on Ordinary Euro 1 cent shares
Final dividend for 2015 of 2.027 cent per share
(2014: 1.7630 cent) 6,482 5,850
Interim dividend for 2016 of 0.8096 cent per share
(2015: 0.736 cent) 2,594 2,445
Total dividend paid in the year 9,076 8,295
========== ==========
Total dividend per share paid in the year 2.8366 2.4990
========== ==========
The Board is proposing a 10.0% increase in the final dividend to 2.2297
cent per share (2015: 2.027 cent), subject to the approval at the forthcoming
AGM. If approved, this dividend will be paid on 26 May 2017 to shareholders
on the register at 5 May 2017 subject to dividend withholding tax. The
total dividend for 2016 will amount to 3.0393 (2015: 2.763) cent per
share and represents an increase of 10.0% on 2015. In accordance with
IFRS, this dividend has not been provided for in the Balance Sheet at
31 December 2016.
10. Businesses acquired and other developments in 2016
A key part of the Group's strategy is growth by acquisition. In line
with this strategy the Group made a number of acquisitions and investments
in 2016 as explained below.
Investments in subsidiaries
The Group made acquisitions in the Fresh Produce sector in Europe and
North America in 2016 with total committed expenditure of up to EUR44,760,000
including EUR11,598,000 of contingent consideration payable dependent
on the achievement of profit targets and EUR275,000 of deferred consideration.
On 1 February 2016, the Group made a 65% investment in Progressive Produce
LLC ('Progressive Produce'), headquartered in Los Angeles, California.
Progressive Produce is a grower, packer and distributor of conventional
and organic produce to the retail, wholesale and foodservice sectors
in the US. An initial payment was made on closing with further consideration
due in 2019 contingent on achievement of future profit targets. In addition
to this, long term put and call options are in place for the remaining
35% shareholding, exercisable from early 2022.
The Group also made a number of other bolt-on investments in subsidiaries
in the Non-Eurozone division with initial payments up front with further
consideration payable in later years contingent on achievement of future
profit targets. Included in this was the acquisition in April 2016,
by Provenance Partners Limited (a 50% subsidiary of the Group) of a
100% interest in Planet Produce Limited, a company headquartered in
the UK specialising in the import of exotic fruit and vegetables.
The table that follows provides details on the total fair value of acquisitions
of subsidiaries in 2016. The acquisition of Progressive Produce was
deemed to be a substantial transaction and separate disclosure of the
fair value of the identifiable assets and liabilities has therefore
been made. None of the remaining business combinations completed during
the year were considered sufficiently material to warrant separate disclosure
of the fair values attributable to those combinations.
The initial assignment of fair values to net assets for all investments
has been performed on a provisional basis in respect of these acquisitions
and can be finalised within twelve months from the acquisition date,
as permitted by IFRS 3 (Revised) Business Combinations.
2016 2016
Progressive Other acquisitions 2016 2015
Produce EUR'000 Total Total
EUR'000 EUR'000 EUR'000
Consideration paid and payable
Cash consideration 27,985 4,902 32,887 4,312
Contingent consideration 10,525 1,073 11,598 14,396
Deferred consideration - 275 275 1,675
------------- -------------------- ---------- ----------
Total fair value of consideration 38,510 6,250 44,760 20,383
============= ==================== ========== ==========
Identifiable assets acquired and liabilities
assumed
Property, plant and equipment 2,392 1,915 4,307 1,182
Intangible assets - Customer relationships 12,455 1,611 14,066 13,733
Intangible assets - Supplier relationships,
brand & other 9,130 84 9,214 3,491
Biological assets 308 - 308 -
Inventories 4,122 385 4,507 2,270
Trade and other receivables 21,213 2,049 23,262 6,654
Cash, cash equivalents and bank overdrafts (312) 2,252 1,940 2,235
Interest bearing borrowings (474) - (474) (2,901)
Finance leases (124) (549) (673) -
Corporation tax - (349) (349) 259
Trade and other payables (21,127) (2,802) (23,929) (6,605)
Deferred tax asset - - - 221
Deferred tax liability (1,822) (124) (1,946) (5,120)
Fair value of net identifiable assets
and liabilities acquired 25,761 4,472 30,233 15,419
============= ==================== ========== ==========
Non-controlling interests arising on
acquisition
Non-controlling interests measured
at fair value 15,552 - 15,552 -
Non-controlling interests measured
at share of net assets - (337) (337) 4,132
------------- -------------------- ---------- ----------
Total value of non-controlling interests
arising on acquisition 15,552 (337) 15,215 4,132
============= ==================== ========== ==========
Goodwill calculation
Fair value of consideration 38,510 6,250 44,760 20,383
Fair value of pre-existing interest
in acquiree - 324 324 426
Fair value of net identifiable assets
and liabilities acquired (25,761) (4,472) (30,233) (15,419)
Non-controlling interests arising on
acquisition 15,552 (337) 15,215 4,132
------------- -------------------- ---------- ----------
Goodwill arising 28,301 1,765 30,066 9,522
============= ==================== ========== ==========
The principal factor contributing to the recognition of EUR30,066,000
of goodwill is the realisation of costs savings and synergies expected
to be achieved for integrating the acquired entities, and the value
and skills of the assembled workforce in the acquired entities.
Cash flows relating to acquisition of subsidiaries
2016 2015
EUR'000 EUR'000
Cash consideration for acquisition of subsidiary
undertakings (32,887) (4,312)
Cash, cash equivalents and bank overdrafts acquired 1,940 2,235
---------- ---------
Cash outflow per statement of cash flows (30,947) (2,077)
========== =========
The Group incurred acquisition related costs of EUR922,000 on legal
and professional fees and due diligence in respect of completed acquisitions.
These costs have been included within operating expenses in the year.
Investment in joint ventures and associates
During 2016 the Group invested EUR11,948,000 (EUR8,620,000 in cash,
EUR513,000 in deferred consideration and EUR2,815,000 estimated contingent
consideration payable on achievement of certain profit targets). The
fair value of the contingent consideration recognised at the date of
acquisition of EUR2,815,000 was calculated using the expected present
value technique. The principal acquisitions in the year were as follows:
* the acquisition in April 2016 of a 60% interest in
Organic Trade Company Holland BV, a company
headquartered in The Netherlands and specialising in
organic fruit and vegetables.
* the incorporation in April 2016 of Vezet Convenience
Nordic ('VCN'), jointly owned 50/50 with a Dutch
based company G Kramer & Zonen trading as Vezet. Over
a period of three to five year, VCN will invest in a
state-of-the-art facility to be used for the
production of fresh cut and pre-packed meal salads
for supply to the Nordic market.
* the acquisition in December 2016 of a 50%
shareholding in the El Parque Group, a fresh produce
company headquartered in Chile and specialising in
avocados, citrus and grapes.
The initial assignment of fair values to net assets for all investments
has been performed on a provisional basis in respect of these acquisitions
and can be finalised within twelve months from the acquisition date,
as permitted by IFRS 3 (Revised) Business Combinations.
Acquisition of non-controlling interests
During 2016, the Group acquired additional shares in subsidiaries in
Continental Europe for consideration of EUR4,488,000 including EUR1,444,000
contingent on future profit targets being achieved. These changes in
the Group's ownership interest in existing subsidiaries were accounted
for as equity transactions. The difference of EUR692,000 between the
fair value of the consideration of EUR4,488,000 and the book value
of the non-controlling interest acquired of EUR3,796,000 was accounted
for directly in retained earnings.
Disposal of shareholding to non-controlling interests
During the year, the Group disposed of a portion of its shareholding
in a subsidiary company in Continental Europe to a non-controlling
interest for a total value of EUR3,993,000. The Group received cash
consideration of EUR273,000, with a deferred payment due of EUR700,000
and the extinguishment of a contingent consideration liability of EUR3,020,000
due to the non-controlling shareholder. No gain or loss resulted on
this disposal. Per the terms of the shareholders agreement, the Group
and the non-controlling interest have signed an agreement whereby it
is agreed that Total Produce will acquire the 27.5% non-controlling
interest in the subsidiary in early 2020 ('forward commitment'). The
price paid for such shares is to be determined by an agreed formula
based on profitability of the subsidiary.
Put option and forward commitment liabilities over shareholdings of
non-controlling interests
Within certain current year transactions, non-controlling shareholders
have a put option to put their shareholding to Total Produce or the
Group and the non-controlling interests ('NCI') have an irrevocable
agreement whereby Total Produce will acquire the non-controlling interest's
shareholding ('forward commitment'). Up to the point of exercise of
these put options or forward commitments, the non-controlling shareholder
continues to have a right to dividends and voting rights on the shareholdings
that are subject to the put option or the forward commitments. As outlined
in Note 1 of this statement, where non-controlling shareholders retain
a present ownership interest in such shares, the Group applies the
partial recognition of non-controlling interest method for put options
and forward commitment's. The non-controlling interest is therefore
recognised in the traditional manner but is transferred against the
put option liability reserve for presentation purposes in the balance
sheet.
The estimated fair value at date of acquisition for the consideration
on exercise of these put options was EUR20,522,000. This put option
liability has been recognised in a put option reserve attributable
to the equity holders of the parent. The valuation method applied for
the purposes of this fair value assessment was the option price formula
agreed in the share purchase agreements with the inputs based on the
budget plan for 2016 and an application of a steady growth rate, discounted
to a net present value with the assumption that the put option would
be exercised at the earliest possible date. In accordance with the
Group accounting policy for put options (partial recognition of NCI
method), and for presentation purposes in the balance sheet, the carrying
value of the NCI relating to these shareholdings with a put option
at year end has been transferred to the put option reserve.
Payment of contingent and deferred consideration
In 2016, the Group paid EUR1,976,000 of contingent consideration and
EUR2,778,000 of deferred consideration relating to prior period acquisitions.
The Group continues to actively pursue further investment opportunities
in both new and existing markets.
Disposal of business
In April 2016, the Group disposed of a sports nutrition business in
the US. Details of the proceeds received and assets and liabilities
disposed of are outlined below.
2016
EUR'000
Consideration received
Cash consideration 6,419
Deferred payments (all due within one year) 1,327
---------
Total fair value of consideration 7,746
---------
Identifiable assets and liabilities disposed including goodwill 8,689
---------
Loss on disposal of business (recognised within operating
expenses) (943)
---------
11. Cash Generated From Operations
2016 2015
EUR'000 EUR'000
Operating activities
Profit for the year 39,304 37,502
Non-cash adjustments to reconcile profit to net
cash flows:
Income tax expense 11,324 9,281
Income tax paid (11,531) (10,747)
Depreciation of property, plant and equipment 17,423 15,527
Impairment of property, plant and equipment - 743
Insurance income receivable - (743)
Exceptional items (Note 5) 1,409 (2,028)
Fair value movements on contingent consideration 73 1,384
Amortisation of intangible assets - acquisition
related 7,675 5,183
Amortisation of intangible assets - capitalised
development costs 407 249
Amortisation of intangible assets - computer software 1,356 988
Amortisation of government grants (602) (332)
Defined benefit pension scheme expense 3,237 4,693
Contributions to defined benefit pension schemes (5,010) (5,411)
Share based payment expense 436 381
Net gain on disposal of property, plant and equipment (416) (516)
Financial income (1,309) (1,017)
Financial expense 6,833 6,832
Financial income received 1,349 1,149
Financial expense paid (7,093) (7,155)
Gain on non-hedging derivative financial instruments 31 (23)
Loss on disposal of subsidiary 943 -
Fair value movements in biological assets 128 -
Loss on disposal of joint ventures and associates - 15
Share of profit of joint ventures (7,258) (7,706)
Share of profit of associates (5,012) (2,393)
Net cash flows from operating activities before
working capital movements 53,697 45,856
--------- ---------
Movements in working capital:
Movements in inventories 1,695 (10,798)
Movements in receivables (24,537) 14,598
Movements in payables 13,293 11,155
--------- ---------
Total movements in working capital (9,549) 14,955
--------- ---------
Net cash flows from operating activities 44,148 60,811
--------- ---------
12. Analysis of Net Debt and Cash and Cash Equivalents
Net debt is a non-IFRS measure which comprises bank deposits, cash
and cash equivalents and current and non-current interest-bearing loans
and borrowings. The calculation of net debt at 31 December 2016 and
31 December 2015 is as follows:
2016 2015
EUR'000 EUR'000
Current assets
Bank deposits 2,500 2,500
Cash and cash equivalents 127,280 129,738
Current liabilities
Bank overdrafts (10,193) (6,533)
Current bank borrowings (36,276) (10,073)
Current finance leases (1,515) (1,802)
Non-current liabilities
Non-current bank borrowing (128,729) (129,555)
Non-current finance leases (1,433) (2,330)
--------------- ---------------
Net debt at end of year (48,366) (18,055)
=============== ===============
Average net debt
Average net debt for 2016 was EUR95,945,000 (2015: EUR66,623,000).
Trade receivables financing
The Group has a number of sales of receivables arrangements. Under
the terms of these agreements, the Group has transferred substantially
all of the credit risk of these trade receivables which are subject
to these agreements. Accordingly EUR43,024,000 (2015: EUR40,501,000)
has been derecognised at year-end.
Reconciliation of cash and cash equivalents per balance sheet to cashflow
statement
2016 2015
EUR'000 EUR'000
Cash and cash equivalents per balance sheet 127,280 129,738
Bank overdrafts (10,193) (6,533)
---------- ---------
Cash, cash equivalents and bank overdrafts per cash
flow statement 117,087 123,205
========== =========
13. Reduction in company share premium account
On 8 July 2016, the High Court of Ireland confirmed approval for the
reduction of the Company's share premium account by an amount of EUR108,071,000.
Following registration of this court order with the registrar of Companies
on 11 July 2016, the Company reduced its share premium by the sum of
EUR108,071,000 and transferred this amount to retained earnings.
14. Post balance sheet events
Post year end, on 1 March 2017 the Group has agreed to invest EUR28m
to increase its shareholding in the North American based Oppenheimer
Group ("Oppy") from 35% to 65%, and Oppy has entered into strategic
agreements in North America with the New Zealand based T&G Global.
There have been no other material events subsequent to 31 December
2016 which would require disclosure or adjustment in the report.
15. Related party transactions
There have been no related party transactions or changes to related
party transactions other than those described in the 2015 Annual
Report that materially affect the financial position or the performance
of the Group for the year ended 31 December 2016.
16. Board approval
This announcement was approved by the Board of Directors of Total
Produce plc on 1 March 2017.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR JBMMTMBTMTRR
(END) Dow Jones Newswires
March 02, 2017 02:00 ET (07:00 GMT)
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