Annual report 2005 - Xeikon
Annual report 2005 - Xeikon
Annual report 2005 - Xeikon
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<strong>Annual</strong> <strong>report</strong> <strong>2005</strong>
HIGHLIGHTS<br />
* EBITDA excludes impairment losses on current assets.<br />
Beyond graphic excellence
CONTENTS<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
Financial highlights<br />
Business strategy – Beyond graphic excellence<br />
Chairman’s statement<br />
Operational review<br />
Financial review<br />
Directors and advisors<br />
Directors’ <strong>report</strong><br />
Corporate governance <strong>report</strong><br />
Remuneration <strong>report</strong><br />
Social responsibility <strong>report</strong><br />
Auditors’ <strong>report</strong><br />
FINANCIAL STATEMENTS<br />
Consolidated income statement<br />
Consolidated balance sheet<br />
Company balance sheet<br />
Consolidated cash flow statement<br />
Company cash flow statement<br />
Reconciliations of equity<br />
Significant accounting policies<br />
Notes to the accounts<br />
Notice of AGM<br />
Proxy card<br />
2<br />
4<br />
6<br />
8<br />
10<br />
12<br />
14<br />
16<br />
20<br />
24<br />
28<br />
30<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
43<br />
64
2<br />
BUSINESS STRATEGY – BEYOND GRAPHIC EXCELLENCE<br />
Punch Graphix<br />
Punch Graphix provides innovative, competitive and<br />
environmentally friendly imaging and printing solutions<br />
of the highest quality for the global graphics industry.<br />
The Company’s aim is to drive successful graphic<br />
technology towards a higher level of performance and<br />
help Punch Graphix’s customers achieve an edge over<br />
the competition.<br />
Under the <strong>Xeikon</strong> brand name, Punch Graphix designs,<br />
develops and delivers high-end digital colour printing<br />
systems, software and consumables for the document<br />
printing and industrial markets. Under the basysPrint<br />
brand name, the company creates mid to high-end<br />
imaging systems for offset prepress commercial and<br />
industrial markets.<br />
Digital printing solutions: <strong>Xeikon</strong><br />
Digital technology prints documents directly from<br />
electronic files onto many substrates and is, therefore,<br />
a more cost-effective and efficient solution than other<br />
traditional printing processes. It also allows each consecutive<br />
print to be different, in both content and form,<br />
which allows the print to be exceptionally personalised.<br />
The <strong>Xeikon</strong> product range employs electro-photographic<br />
imaging technology based on LED-array imaging and an<br />
environmental friendly dry toner. The presses combine<br />
unique features specifically designed for highly<br />
productive printing environments such as: web-fed<br />
press; widths of up to 500 mm; a wide variety of<br />
substrates – from 40 to 350 gsm; and a truly open,<br />
scalable and modular front-end.<br />
4
Pre-press solutions: basysPrint and OEM<br />
Computer-to-Plate (CtP) is a digital technology that<br />
allows the transfer of content (text or image) directly<br />
onto the printing plate by means of a specific light<br />
source. Thanks to CtP technology, the intermediate film<br />
production process that traditional plate setting needs<br />
to undergo can be bypassed. This saves substantial<br />
money and time, and allows printers to meet the<br />
growing challenge of living up to shorter print runs and<br />
tighter deadlines.<br />
The basysPrint UV-setters range combines state-ofthe-art<br />
CtP technology with a unique ability to image<br />
UV-sensitive plates. This process offers the best working<br />
conditions for operation in prepress and in the<br />
pressroom, as well as the lowest cost per plate and<br />
outstanding image quality.<br />
Punch Graphix prepress solutions also offer a range of<br />
CtP products based on visible light technology for the<br />
newspaper markets through an OEM partnership<br />
with Agfa.<br />
Strategy for growth<br />
Punch Graphix’s long-term strategy is to grow, and<br />
achieve leadership positions, in selected market<br />
segments. Focused innovation and improvement will<br />
drive further sustainable growth, and the focus on<br />
continuous technological enhancement allows the<br />
company to deliver market and customer-oriented<br />
innovations that bring a competitive advantage to<br />
its customers.<br />
Punch Graphix’s long-term growth strategy aims at<br />
addressing market growth opportunities through its<br />
own sales and customer support organisations and<br />
entails three major phases, each focusing on a specific<br />
objective:<br />
1. Drive operational excellence<br />
2. Extend and enhance technology leadership<br />
3. Selectively address market growth opportunities<br />
“Drive successful graphic technology towards a<br />
higher level of performance.”<br />
5
3<br />
CHAIRMAN’S STATEMENT<br />
It is a pleasure to present Punch Graphix’s first <strong>Annual</strong><br />
Report and Accounts as a listed company following its<br />
admission to AIM in May <strong>2005</strong>.<br />
I am delighted to <strong>report</strong> that our performance for the<br />
year exceeded our expectations at the time of the<br />
flotation in almost every respect.<br />
Turnover for the year to 31 December <strong>2005</strong> increased by<br />
46%, operating profit by 58%, and profit before taxation<br />
68%. Earnings per share rose 51%. Sales of the <strong>Xeikon</strong><br />
products, including the industry leading <strong>Xeikon</strong> 5000<br />
model, showed good growth, both in the European and<br />
North and South American markets and throughout<br />
<strong>2005</strong>, sales of both the basysPrint and OEM products<br />
distributed by Agfa also showed promising growth.<br />
In Asia, the uptake of digital printing technology has<br />
been slower, with customers still preferring to use more<br />
traditional printing methods. However, this has resulted<br />
in stronger demand for our pre-press technology in<br />
this region as customers are able to use cheaper<br />
consumables and therefore enjoy the benefits of much<br />
reduced production costs over time.<br />
As <strong>report</strong>ed at the interim stage, the Group is focused on<br />
improving efficiency across all of its operations. Excellent<br />
progress was made during <strong>2005</strong> and this remains an<br />
ongoing programme and an important element of the<br />
Group’s strategy for future profitable growth.<br />
The flotation of the Group raised €28.3 million net of<br />
expenses which is being used to develop its marketing<br />
infrastructure, to expand its direct sales organisation into<br />
key countries and to enhance its product development<br />
programme. During the year, the group invested<br />
€7.9 million in plant and machinery in order to support<br />
its expansion programme and opened new sales offices<br />
in China, Canada and Brazil. The new manufacturing<br />
facility in Shenzhen, China, outlined in the interim<br />
statement, will begin assembling its first products,<br />
in 2006.<br />
Dividend<br />
As set out in the Company’s AIM Admission Document,<br />
it is the Board’s intention to pay an aggregate annual<br />
dividend representing 30 per cent of the Group’s<br />
consolidated profit after taxation and minority interests,<br />
split as to one third / two thirds between the interim and<br />
final dividends. The Board is therefore recommending a<br />
final dividend payment of 2.35 Eurocents, in line with this<br />
policy, to be paid on 9 June 2006 to shareholders on the<br />
register on 12 May 2006.<br />
Chief Executive Officer<br />
Management and staff were all shocked by the sad and<br />
unexpected death of Dick Tilanus, the Company’s CEO,<br />
in January 2006. Dick joined the Punch International<br />
Group as CEO of the Graphic Solutions Division in<br />
November 2004 and led the formation of Punch Graphix<br />
and its subsequent flotation. The performance of the<br />
group in its maiden year, detailed in this <strong>report</strong>, is a<br />
testament to Dick’s managerial skills. He was an<br />
inspiration to us all and will be sorely missed.<br />
The process to recruit a new CEO was completed on 5<br />
April 2006, with the announcement of the appointment<br />
of Ben C. Van Assche.<br />
Ben C. Van Assche was previously CEO of Cytec Surface<br />
Specialties nv and a member of the Executive Committee<br />
of the Cytec Group. Before that he was a member of the<br />
Executive Committee of the UCB Group, responsible for<br />
the chemical sector.<br />
We are extremely pleased to welcome Ben to Punch<br />
Graphix. Ben’s experience will allow us to continue with<br />
our stated strategy and he will bring further focus to our<br />
internal and external global growth ambitions.<br />
6
Outlook<br />
The group has produced a first class set of results in<br />
its first year as a public company, not just in terms of<br />
sales and profit growth, but also in regard to product<br />
development and improved operating efficiency. Our<br />
focus remains on maintaining a position of technological<br />
leadership and we will continue to invest in the<br />
development of new products and technologies, including<br />
post-press and niche applications. This will be achieved<br />
both through internal research and development and<br />
through acquisition.<br />
Management will continue to focus on streamlining<br />
the organisation, both operationally and financially, and<br />
we expect to realise the benefits of our work to integrate<br />
the sales and servicing functions of both business lines<br />
into single, national organisations during 2006.<br />
Following the creation of sales offices in China, Brazil and<br />
Canada towards the end of <strong>2005</strong>, we fully expect to further<br />
expand our presence in these markets through direct sales<br />
and we are continuing the concentration of our efforts to<br />
maintain and expand our installed base across the Group’s<br />
range of products in all our markets.<br />
The buoyancy of those markets and the quality of our<br />
product range allows us to look forward to the future<br />
with confidence.<br />
Geoffrey White<br />
Non-executive Chairman<br />
We will continue to build our production platform in<br />
China, which in time will provide a low cost manufacturing<br />
base for a range of products from across the Group.<br />
“I am delighted to inform you that our<br />
performance for the year exceeded<br />
expectations in almost every respect.”<br />
Dick Tilanus and Jan Smits in the London Stock Exchange at the occasion of the flotation of the Company on May 26, <strong>2005</strong>, accompanied<br />
by people of the London Stock Exchange and Altium Capital.<br />
7
4<br />
OPERATIONAL REVIEW<br />
Turnover for the year to 31 December <strong>2005</strong> increased<br />
by 46% to €153.2m (2004: €105.2m). Of this, €49.9m<br />
was generated by the pre-press activities, and €103.3m<br />
by the digital printing activities. The split between<br />
equipment and consumables sales was 57% / 43%.<br />
Operating profit for the period was €21.5m (2004:<br />
€13.6m), an increase of 58%.<br />
Profit before taxation rose by 68% to €18.5m (2004:<br />
€11.0 m). Earnings per share were 13.32 euro cent<br />
(2004: 8.84 euro cent), an increase of 51%.<br />
At 31 December <strong>2005</strong>, net assets amounted to €96.0m<br />
(2004: €54.2 m) including cash and deposit balances<br />
of €30.0m (2004: €5.1m).<br />
In the year to December <strong>2005</strong>, market conditions<br />
were positive, due principally to the rapidly increasing<br />
number of applications for digital printing and<br />
continuing progress in the acceptance of computer<br />
to plate pre-press procedures. This market growth has<br />
also been driven by the replacement of first generation<br />
computer to plate machines with new improved<br />
products. As at December <strong>2005</strong>, Punch Graphix’s<br />
installed base was in excess of 2,700 machines.<br />
Pre-press solutions<br />
Pre-press activities saw strong growth throughout the<br />
year, with an increase in sales of 84% to €49.9 million,<br />
compared with €27.0 million last year.<br />
Customer interest in basysPrint’s Computer to Plate,<br />
based on UV sensitive plates technology remains high.<br />
Our sales teams are also receiving positive market<br />
feedback on the newly launched scrolling capability,<br />
which avoids the interruptions characteristic<br />
of the traditional exposure techniques, resulting<br />
in a faster and more stableprocess and new lens filters,<br />
which improve the lifetime of the DMD processors.<br />
Both enhancements to the Group’s offering were<br />
launched during <strong>2005</strong>.<br />
In May <strong>2005</strong>, the Group extended its OEM agreement<br />
with Agfa for the manufacture of CtP (computer to plate)<br />
machines until 2009. The Group accepted a reduction in<br />
margin in exchange for greater levels of long-term cooperation;<br />
the initial impact of which were seen in the<br />
second half of <strong>2005</strong>.<br />
In aggregate during the year, the pre-press division<br />
- basysPrint and the agreement with Agfa - substantially<br />
increased the number of machines manufactured by<br />
over 58% from 249 units in 2004 to 393 units in <strong>2005</strong>.<br />
During the second half of <strong>2005</strong>, basysPrint continued<br />
to transfer sales and servicing capabilities from third<br />
party dealers to the Group’s newly expanded in-house<br />
organisation. The benefits of this are expected to be<br />
realised during 2006 and beyond.<br />
Digital printing solutions<br />
Sales of <strong>Xeikon</strong> digital printing equipment and associated<br />
consumables, in particular the <strong>Xeikon</strong> 5000 launched in<br />
February 2004, have been strong throughout the year,<br />
resulting in sales of €103.3 million (2004: €78.1 million).<br />
The number of units sold increased 39%, from 80 units in<br />
2004 to 111 units in <strong>2005</strong>.<br />
In the US, the appointment of a new General Manager<br />
to oversee both the sales and servicing operations has<br />
reinforced the operation and helped generate very<br />
encouraging results, despite competitive pricing<br />
pressure. The <strong>Xeikon</strong> 5000 remains one of the leaders in<br />
its market, in terms of quality and speed.<br />
The balance between the first and second halves of<br />
the year reflects both the expected seasonality, and the<br />
strong contribution from a number of high margin rental<br />
contracts in the first half.<br />
8
The Digital printing solutions business saw a small<br />
increase in the sales of consumables during the year.<br />
Consumable sales tend to lag behind the delivery and<br />
installation of printing equipment as customers often<br />
take time to run the newly installed equipment at full<br />
capacity. As a result, the machines delivered in <strong>2005</strong><br />
will contribute to further growth in consumable sales in<br />
due course.<br />
During <strong>2005</strong> we established our sales and servicing<br />
joint venture in Shenzhen to serve the Chinese market.<br />
Whilst there is strong demand for the Group’s pre-press<br />
products, the adoption of high-end digital printing<br />
in this region is proving slower than first anticipated.<br />
Management’s forward planning reflects these market<br />
conditions.<br />
People<br />
The separation of Punch Graphix from Punch International<br />
led to an internal reorganisation and the<br />
appointment of new people to the management team.<br />
During the year Véronique Mathias was appointed<br />
to the management team, responsible for business<br />
development and marketing and Siegfried Trinker<br />
joined as Chief Sales Officer early 2006. Wim Deblauwe,<br />
Piet De Paepe and Koenraad Van der Elst have all<br />
stepped down from the management team during the<br />
year and we thank each of them for their contribution<br />
during the creation and flotation of Punch Graphix.<br />
Jan Smits<br />
Chief Financial Officer<br />
Capital expenditure<br />
During the <strong>report</strong>ed year, the group invested €7.9m in<br />
plant and machinery in order to support its expansion<br />
programme.<br />
Research & development<br />
Punch Graphix continues to invest in improvements to<br />
its product range that are essential if the Group is to<br />
maintain its position as a leading supplier of printing<br />
equipment and supporting consumables. A total of<br />
€11.5m was spent during the year on the development<br />
of products and technologies (2004: €11.8 million), of<br />
which €6.1 million was charged to the profit and loss<br />
account. The balance is to be written off over three to<br />
four years, in line with the Group’s accounting policy.<br />
Part of the proceeds of the AIM IPO in May <strong>2005</strong> have<br />
and will continue to be used to further advance our<br />
research and investment in new product development.<br />
Current areas of R&D focus in digital printing are the print<br />
engines, the toner consumable and the digital front-end;<br />
with a specific focus on image quality, lower total cost<br />
per page, and substrate independence. In pre-press, the<br />
focus is on reduced cost price per machine, and higher<br />
speed solutions.<br />
9
5<br />
FINANCIAL REVIEW<br />
Introduction<br />
The results published in this annual <strong>report</strong> have been<br />
prepared under the International Financial Reporting<br />
Standards as adopted by the European Union.<br />
The group has delivered a first year of excellent sales,<br />
profits and earnings per share. The proceeds of the IPO<br />
are being used to reinforce the company’s balance sheet,<br />
speed up its development and extend its geographic<br />
presence.<br />
Minority interests and earnings per share<br />
Minority interests decreased slightly. The group acquired<br />
the minority interests in the UK and France at the time<br />
of the IPO.<br />
In the <strong>report</strong>ed year, earnings per share increased by<br />
more than 51% to 13.32 euro cent. The average number<br />
of shares in issue used in the calculation of earnings per<br />
share was 93,258,058. For 2004 the company used a<br />
number of 80,000,000 shares.<br />
Trading<br />
Sales increased from €105.2m, in 2004, to €153.2m in<br />
<strong>2005</strong>. Of this amount €15m relates to the acquisition of<br />
basysPrint, which was acquired in December 2004. For<br />
this reason, only the balance sheet figures are included<br />
in the comparable figures of 2004. That year basysPrint’s<br />
turnover was €17.7m.<br />
The split between digital printing and pre-press was 65%<br />
against 35%. The split between equipment sales and<br />
recurring revenues (sales of consumables for the digital<br />
printing machines, spare parts and servicing) saw results<br />
comparable to the previous year: 57% equipment and<br />
43% recurring revenues. Geographically, Europe is the<br />
most important market (67%), followed by the US (28%)<br />
and Asia (5%).<br />
The EBITDA (earnings before interest, tax, depreciation<br />
and amortisation) increased by 69%, from €20.6m, in<br />
2004, to €34.7m in <strong>2005</strong>. In sales terms this represents<br />
a margin of 22.6%. Operating profit on sales for the year<br />
was €21.5 m (14%), which represents an increase of<br />
1.1 percentage points.<br />
The tax charge of €5.5 m reflects an effective tax rate<br />
of 30.3%. This compares to an effective rate of 31.7% in<br />
2004. The group has benefited from some tax losses in<br />
Belgium and Germany.<br />
Dividend<br />
The Board recommends a final dividend of 2.35 euro<br />
cent. This is a payout ratio of approximately 20% of the<br />
net profit.<br />
Cash flow<br />
Cash flow from operating activities was €3.9m due to an<br />
increase in working capital of €21m.<br />
Receivables were up by €13m due to the increase in<br />
sales and a very strong last quarter. Inventories increased<br />
by €4m, primarily by using more sea freight instead of<br />
air freight for purchasing raw materials and transporting<br />
Punch Graphix equipment and consumables.<br />
Capital expenditure was €7.9m for tangible assets,<br />
spent on improvements or replacements of production<br />
equipment and own assets held for rental contracts and<br />
demonstration equipment. For intangible assets a total<br />
amount of €6.6m was spent on software development<br />
and implementation, as well as on capitalised development<br />
costs.<br />
During the year Punch Graphix created its own sales<br />
organisation in Canada and Brazil. It also embarked on a<br />
joint venture in China to sell and service the company’s<br />
digital printing presses.<br />
10<br />
Cash and short-term investments at the end of the year<br />
amounted to €30m.
Shareholders’ funds<br />
Shareholders’ funds totaled €95.4m. The increase in the<br />
year of €41.8m is driven mainly by the retained earnings<br />
of €12.4m and share capital issued on flotation.<br />
Jan Smits<br />
Chief Financial Officer<br />
“In the <strong>report</strong>ed year, earnings per share increased<br />
by more than 51% to 13.32 euro cent.”<br />
11
6<br />
DIRECTORS AND ADVISORS<br />
Board of Directors, Secretary and advisors of<br />
the company<br />
Independent non-executive directors<br />
Executive directors<br />
Geoffrey Charles White<br />
Non-executive Chairman<br />
appointed March 30, <strong>2005</strong><br />
Dirk Willem Jacob Tilanus<br />
Chief Executive Officer (passed away January 9, 2006)<br />
appointed March 24, <strong>2005</strong><br />
Dick Tilanus (Chief Executive Officer) – aged 57.<br />
Dick passed away on January 9, 2006. Dick was<br />
appointed Chief Executive Officer of the company on<br />
its formation in March <strong>2005</strong>, having joined the graphics<br />
division of Punch International in November 2004. Prior<br />
to this, he spent 30 years at Royal Philips Electronics BV<br />
working in The Netherlands, France, Italy, Japan and Hong<br />
Kong. His career encompassed senior management<br />
positions in operations, business process re-engineering,<br />
change management, supply chain management and<br />
human resources, most recently as senior vice president<br />
of Philips People Services from 2002 to 2004.<br />
Geoffrey Charles White - aged 53.<br />
Geoff was a Managing Director within the W. Canning<br />
plc Group and was Chief Executive Officer of Pressac<br />
plc from 1989 to 2001, where he previously held the<br />
position of Finance Director between 1986 and 1989.<br />
Geoff is currently non-executive Deputy Chairman of<br />
iSoft Group plc and a non-executive of Tekdata<br />
Distribution Ltd. and Tekdata Interconnect Ltd. He is a<br />
Fellow of the Institute of Chartered Accountants. He was<br />
appointed as Chairman and non-executive director of<br />
Patientline plc on April 3, 2006.<br />
12<br />
Jan Agnes Jozef Smits<br />
Chief Financial Officer<br />
appointed March 24, <strong>2005</strong><br />
Jan Smits (Chief Financial Officer) – aged 47.<br />
Jan was appointed Chief Financial Officer of the<br />
company on its formation. He joined Punch<br />
International as Financial Director in 1990 and in 1999<br />
became Managing Director whilst retaining responsibility<br />
for finance and administration. Jan was involved<br />
in the initial public offering of Punch International in<br />
1999. He was previously head of accounting at Pluma<br />
Vleeswarenbedrijf and worked in a senior financial role<br />
at Massive International. He graduated as a Commercial<br />
Engineer at the University of Antwerp and Tax Science<br />
at Sint-Aloysius College in Brussels.<br />
Kenneth Humphreys<br />
Non-executive Director<br />
appointed March 30, <strong>2005</strong><br />
Kenneth Humphreys - aged 59.<br />
Ken spent 35 years with Royal Philips Electronics BV<br />
working in the UK, the Netherlands, Belgium and Austria<br />
in a range of senior positions including that of Executive<br />
Vice President of the Consumer Electronics Division.
Henry Nigel Pakenham McCorkell<br />
Non-executive Director<br />
appointed March 30, <strong>2005</strong><br />
Henry Nigel Pakenham McCorkell - aged 59.<br />
Nigel held positions of seniority during 12 years at<br />
Meggitt plc including those of Finance Director,<br />
Managing Director and Deputy Chairman. He was<br />
previously Finance Director of Flight Refuelling<br />
(Holdings) plc (now Cobham plc) and was Chairman of<br />
Cork Industries Ltd. for three years. Nigel is currently V<br />
Chairman of Aero Inventory plc and Deputy Chairman<br />
of Ffastfill plc. He is a fellow of the Institute of Chartered<br />
Accountants and was elected a Companion of the<br />
Institute of Management in 1994.<br />
Non-independent non-executive director<br />
Registered office<br />
Chestnut House<br />
Hackness Road<br />
Northminster Business Park<br />
Upper Poppleton<br />
York YO26 6QR - UK<br />
Nominated advisor and broker<br />
Altium Capital Limited<br />
30 St. James’s Square<br />
London SW1Y 4AL - UK<br />
Auditors<br />
BDO Stoy Hayward LLP<br />
8 Baker Street<br />
London W1U 3LL - UK<br />
Legal advisors to the company<br />
Allen & Overy LLP<br />
One New Change<br />
London EC4M 9QQ - UK<br />
Philip Ashworth & Co<br />
121 The Mount<br />
York YO24 1DU - UK<br />
Guido Pieter Lieven Dumarey<br />
Non-executive Director<br />
appointed March 30, <strong>2005</strong><br />
Guido Pieter Lieven Dumarey – aged 46.<br />
In 1982 Guido initiated the growth of New Impriver nv,<br />
a Ghent-based company that laid the foundations for<br />
Punch International. Guido founded Punch International<br />
in 1983 and has led the growth of that company since.<br />
He became Managing Director and was appointed<br />
Chairman of its Board in 1998.<br />
Registrars<br />
Capita Registrars<br />
The Registry<br />
Beckenham Road<br />
Beckenham<br />
Kent BR3 4TU - UK<br />
Company Number<br />
5403372<br />
13
7<br />
DIRECTORS’ REPORT<br />
14<br />
Directors’ <strong>report</strong><br />
The directors present their <strong>report</strong> and the financial<br />
statements for the year ended December 31, <strong>2005</strong>.<br />
The company was incorporated on March 24, <strong>2005</strong>.<br />
The company’s shares were admitted to the Alternative<br />
Investment Market on May 26, <strong>2005</strong>, at the price of 98p.<br />
Activities<br />
The company and its principal operating subsidiaries<br />
focus on the provision of digital and prepress printing<br />
systems. It also provides ongoing consumables and<br />
services to its installed base.<br />
A review of the group’s trading during the year and of its<br />
prospects is contained in the Chairman’s statement and<br />
the operating and financial review and in the notes to<br />
the financial statements.<br />
Details of significant events since the balance sheet date<br />
are contained in the operating and financial review.<br />
Financial results and dividends<br />
The profit after tax for the year was €12.9m (2004:<br />
€7.5m). The amount attributable to the equity interest of<br />
€12.4m (2004: €7.1m) has been transferred to reserves.<br />
The directors are recommending a dividend of 2.35 euro<br />
cent per share (2004: €0)<br />
Directors’ interests<br />
The interests of the directors, including the interests<br />
of their spouses and infant children and the interests<br />
of any persons connected with them within the<br />
meaning of section 346 of the Companies Act 1985<br />
(“the Act”) (“Connected Person”), all of which are<br />
beneficial (save where otherwise stated) which (i) have<br />
been notified to the company pursuant to sections 324<br />
or 328 of the Act or (ii) are required to be entered in the<br />
register maintained under section 325 of the Act, or (iii)<br />
are interests of a Connected Person which would, if the<br />
Connected Person were a director, be required to be<br />
disclosed under (i) or (ii) above, and the existence of<br />
which is known or could with reasonable diligence<br />
be ascertained by the director, at December 31, <strong>2005</strong>,<br />
are as follows:<br />
Name<br />
Geoffrey White<br />
Dick Tilanus*<br />
Jan Smits*<br />
Guido Dumarey<br />
Kenneth Humphreys<br />
Nigel McCorkell<br />
31/12/<strong>2005</strong><br />
Ordinary<br />
shares<br />
20,408<br />
157,706<br />
140,783<br />
% of issued<br />
share capital<br />
0.02<br />
0.15<br />
0.14<br />
*On admission of its company’s shares to AIM, Dick Tilanus<br />
and Jan Smits, through their respective interests in Tilanus<br />
Consulting BVBA and SWAP nv, were granted awards over<br />
157,706 and 140,183 Ordinary Shares respectively, pursuant<br />
to the terms of the LTIP as further described in the<br />
Remuneration Report.<br />
Following the death of Dick Tilanus on January 9, 2006<br />
and in accordance with the Rules of the LTIP plan, the<br />
Board of Directors decided, on February 27, 2006, to<br />
grant with immediate effect the total award of shares<br />
to Tilanus Consulting BVBA.<br />
Directors’ responsibilities in respect of the<br />
preparation of financial statements<br />
The directors are required by the Companies Act 1985<br />
to prepare financial statements for each financial year<br />
which give a true and fair view of the state of affairs of the<br />
company and Group as at the end of the financial<br />
year and of the profit or loss for the financial year. The<br />
directors are required to prepare the financial statements<br />
on a going concern basis, unless it is inappropriate to<br />
presume that the company will continue in business<br />
The directors consider that in preparing the financial<br />
-<br />
10,204<br />
8,163<br />
-<br />
0.01<br />
0.008
statements on pages 30 to 63 the company has used<br />
suitable accounting policies, which have been<br />
consistenly applied. They also confirm that reasonable<br />
and prudent judgements and estimates have been<br />
made in preparing the financial statements for the<br />
year ended December 31, <strong>2005</strong> and that applicable<br />
accounting standards have been followed.<br />
The directors have responsibility for ensuring that the<br />
company keeps proper accounting records which disclose<br />
with reasonable accuracy at any time the financial<br />
position of the company and Group and which enable<br />
them to ensure that the financial statements comply<br />
with the Companies Act 1985.<br />
The directors have general responsibility for taking such<br />
steps as are reasonably open to them to safeguard the<br />
assets of the company and Group and to prevent and<br />
detect fraud and other irregularities.<br />
International Financial Reporting Standards<br />
(IFRS)<br />
Following admission to the Alternative Investment<br />
Market in <strong>2005</strong>, the company has applied IFRS<br />
as adopted in the EU for its financial <strong>report</strong>ing and<br />
accounting.<br />
2. Where practical, to continue the employment of<br />
and arrange appropriate training for employees of<br />
the company who become disabled during their<br />
employment with the company.<br />
3. To encourage training and career development for all<br />
personnel employed by the company, including<br />
disabled persons.<br />
Payments to suppliers<br />
It is the company’s policy to agree the terms of<br />
payment at the start of business with a supplier. The<br />
company seeks to abide by the payment terms agreed<br />
with suppliers whenever it is satisfied that the supplier<br />
has provided the goods or services in accordance with<br />
the agreed terms and conditions.<br />
Charitable donations<br />
No charitable donations were made in the year <strong>2005</strong>.<br />
Post balance sheet events<br />
Post balance sheet events are disclosed in note 32 to the<br />
financial statements.<br />
Directors’ remuneration<br />
The Directors’ remuneration is described in the Remuneration<br />
Report.<br />
Financial instruments<br />
Details of financial instruments are set out in note 25 to<br />
the financial statements.<br />
Employee participation<br />
It is the company’s policy to provide employees of<br />
the group, on a regular basis, with financial and other<br />
information on matters of concern to them, by means<br />
of in-house communications and during meetings with<br />
employee delegations.<br />
Every endeavour is made to consult, wherever possible,<br />
with employees, so that their views can be taken into<br />
account in making decisions which are likely to affect<br />
their interests.<br />
Research and development<br />
The group engages in research and development<br />
activity.<br />
Auditors<br />
The auditors, BDO Stoy Hayward LLP, have indicated their<br />
willingness to continue in office and a resolution concerning<br />
their re-appointment will be proposed at the<br />
<strong>Annual</strong> General Meeting.<br />
Employment of disabled persons<br />
The company’s policy on employment of disabled persons<br />
is:<br />
Geoffrey C. White<br />
Chairman of the Board<br />
1. To give full and fair consideration to applications<br />
for employment with the company made by disabled<br />
persons, having regard to their particular aptitudes<br />
and abilities.<br />
15
8<br />
CORPORATE GOVERNANCE REPORT<br />
Introduction<br />
The group is committed to high standards of corporate<br />
governance and the Board believes that this is a key<br />
element to continuing to deliver the group’s strategy.<br />
While the group is not required to comply with the<br />
provisions of the 2003 FRC Combined Code, the group<br />
complies wherever possible with principles of good<br />
governance.<br />
Statement of directors’ responsibilities<br />
The Board are responsible for leading and controlling<br />
the group and is accountable to the shareholders for<br />
the operational and financial performance for the group.<br />
The directors are responsible for internal controls and<br />
company law requires the directors to prepare financial<br />
statements for each financial year which give a true and<br />
fair view of the state of affairs of the company and group<br />
and of the profit or loss for that period.<br />
A more detailed description of the directors responsibilities<br />
in respect of the financial statements can be found in the<br />
Directors’ <strong>report</strong>.<br />
Going concern<br />
Having made due enquiries the directors have a<br />
reasonable expectation that the group has adequate<br />
resources to continue in operational existence for<br />
the foreseeable future. For this reason, they continue<br />
to adopt the going concern basis in preparing the<br />
financial statements.<br />
The Board<br />
The Board meets regularly throughout the year and met<br />
five times during <strong>2005</strong>. It is responsible for:<br />
• Overall group strategy;<br />
• Approving revenue and capital budgets and material<br />
expenditure plans;<br />
• Approving substantial acquisitions and disposals of<br />
businesses, subsidiaries or material assets;<br />
• Determining the financial and corporate structure of<br />
the group (including financing and dividend policy);<br />
• Approving material or extraordinary contracts;<br />
• Setting the company’s values and standards and<br />
ensuring that its obligations to its shareholders and<br />
others are understood and met; and<br />
• Ensuring appropriate training of directors and other<br />
senior executives.<br />
Day to day management of the company’s business<br />
is delegated to the management team. At each<br />
meeting the Board reviews comprehensive financial<br />
information produced by management each month<br />
and considers the trends in the company’s business<br />
and their performance against strategic objectives and<br />
plans. It also regularly reviews the work of its formally<br />
constituted standing committees as described below<br />
and compliance with the group’s management policies<br />
and compliance with legal requirements.<br />
All members of the Board and its committees attended<br />
all scheduled meetings held in <strong>2005</strong> except that Dick<br />
Tilanus was absent on one occasion due to illness and<br />
Guido Dumarey was absent on one occasion.<br />
Details of the service contracts of the executive<br />
directors are shown in the Remuneration <strong>report</strong>. The<br />
non-executive directors do not have service contracts<br />
but have appointment letters, which can be renewed<br />
or extended.<br />
In furtherance of the principles of good corporate<br />
governance, the Board has appointed the Audit,<br />
Remuneration and Nomination Committees.<br />
16
Audit committee<br />
The Audit Committee has primary responsibility for<br />
monitoring the quality of internal controls and ensuring<br />
that the financial performance of the company is<br />
properly measured and <strong>report</strong>ed on. In particular,<br />
the Audit Committee shall make recommendations<br />
as to the appointment, reappointment or removal of<br />
external auditors and shall monitor the expertise and<br />
independence of such auditors. It will receive and<br />
review <strong>report</strong>s from Punch Graphix’s management and<br />
auditors relating to the interim and annual accounts<br />
and the accounting and internal control systems in<br />
use throughout the company. The Audit Committee<br />
expects to meet at least twice a year and will have<br />
unrestricted access to the company’s auditors. The<br />
chairman of the Audit Committee is Nigel McCorkell. The<br />
Audit Committee met once in <strong>2005</strong>.<br />
Remuneration committee<br />
Chaired by Kenneth Humphreys, the Remuneration<br />
Committee will review the performance of the Executive<br />
Directors and make recommendations to the Board<br />
on matters relating to their remuneration and terms<br />
of employment. The Remuneration Committee<br />
will also make recommendations to the Board on<br />
proposals for the granting of share options and other equity<br />
incentives pursuant to any share option scheme or<br />
equity incentive scheme in operation from time to time.<br />
The Remuneration Committee expects to meet at least<br />
twice a year. The Remuneration Committee met once in<br />
<strong>2005</strong>.
Nomination committee<br />
The Nominations Committee will meet as and when<br />
necessary to assess the suitability of candidates<br />
proposed for appointment by the Board and to<br />
prepare a description of the role and capabilities<br />
required for a particular appointment. The chairman<br />
of the Nomination Committee is Geoffrey White.<br />
Relationships with shareholders<br />
The Board recognises the importance of maintaining<br />
regular dialogue with institutional shareholders to<br />
ensure that its strategy and any concerns can be<br />
addressed. In addition, all shareholders have the<br />
opportunity to attend the <strong>Annual</strong> General Meeting<br />
where the group’s operations can be discussed with<br />
the directors. The Chairman and Chief Financial Officer<br />
make themselves available for meetings with<br />
analysts and representatives of the major shareholders on<br />
the day of the preliminary announcement of the<br />
annual results and half year results or shortly thereafter<br />
and upon request at other times of the year. They<br />
<strong>report</strong> to the Board on shareholders’ views.<br />
Relationship with the auditor<br />
During the <strong>report</strong>ed year BDO Stoy Hayward LLP<br />
provided tax advice to the company and its principal<br />
subsidiaries. The Board has considered the effect on<br />
independence of the auditor and the objective criteria on<br />
which any decisions to appoint BDO Stoy Hayward LLP<br />
should be made. It was concluded that in the<br />
circumstances its appointment as tax advisors was the<br />
most cost-effective means of securing appropriate<br />
advice without a serious risk of affecting the<br />
independence of the auditor. BDO Stoy Hayward<br />
LLP has confirmed that it does not consider its<br />
independence to be affected. The Board has developed<br />
policies to safeguard the independence of the auditor<br />
based on:<br />
• Internal BDO Stoy Hayward LLP processes to<br />
prevent information being shared between<br />
teams except where it is appropriate;<br />
• Separate consideration of each category or major<br />
item of work, including the cost effectiveness of any<br />
proposed work and the suitability of competing<br />
advisors; and<br />
• Consideration of the total level of fees payable<br />
to BDO Stoy Hayward LLP and other member firms.<br />
18
Internal controls<br />
The Board of directors is responsible for the group’s<br />
system of internal controls and has established a<br />
framework of financial and other controls.<br />
The Board has taken and will continue to take<br />
appropriate measures to ensure that the chances of<br />
financial irregularities occurring are reduced as far as<br />
possible by improving the quality of information at all<br />
levels in the group, fostering an open environment and<br />
ensuring that financial analysis is rigorously applied.<br />
Any system of internal control can, however, only<br />
provide reasonable, but not absolute, assurance<br />
against material misstatement or loss.<br />
The major elements of the system of internal control are<br />
as follows:<br />
1. Major commercial, strategic and financial risks are<br />
formally identified, quantified and assessed by<br />
each operating unit during the annual budgeting<br />
exercise and presented to and discussed with<br />
executive directors, after which they are<br />
considered by the Board.<br />
2. There is a comprehensive system of planning,<br />
budgeting, <strong>report</strong>ing and monitoring of the<br />
group’s operating units. This includes monthly<br />
management <strong>report</strong>ing and monitoring of<br />
performance and forecasts. The <strong>report</strong>s are reviewed<br />
by group staff and are also submitted to the<br />
Board for review. Monthly and quarterly reviews<br />
are embedded in the internal control process<br />
and cover each principal operating unit. Monthly<br />
reviews require each operating unit to consider,<br />
inter alia, business development, financial<br />
performance against budget and forecast, and<br />
capital expenditure proposals. Quarterly reviews of<br />
operating units also include a review of longer<br />
term business development performance against<br />
budget and forecast and all other aspects of the<br />
business. They are attended by executive directors<br />
and other group staff as appropriate.<br />
3. There is a structure which clearly defines lines of<br />
responsibility and delegation of authority.<br />
4. Each operating unit is required to comply with<br />
defined policies, financial controls and procedures<br />
and authorisation levels which are clearly<br />
communicated.<br />
By order of the Board<br />
Filip Beernaert<br />
Secretary<br />
19
9<br />
REMUNERATION REPORT<br />
Introduction<br />
The Remuneration Committee deals with all aspects<br />
of remuneration of the executive directors and certain<br />
other senior executives. The committee <strong>report</strong>ing to the<br />
Board is composed of Ken Humphreys, Geoffrey White,<br />
Nigel McCorkell, all non executives, and is chaired by<br />
Ken Humphreys.<br />
The Committee is responsible for:<br />
• Establishing and recommending to the Board the<br />
policy for executive remuneration;<br />
• Determining on behalf of the Board and shareholders<br />
the level and structure of the remuneration packages<br />
of the executive directors and selected senior<br />
executives; and<br />
• Reviewing and ensuring the alignment of executive<br />
remuneration throughout the organisation, including<br />
company share schemes.<br />
During the <strong>report</strong>ed year, the committee received advice<br />
and was assisted by the Hay Group - a global company<br />
providing a range of HR services to companies - on<br />
training, evaluation and salary levels.<br />
Policy<br />
The Remuneration Committee aims to ensure the<br />
packages offered are competitive and designed to<br />
attract, retain and motivate executive directors of the<br />
highest calibre. The committee seeks to reward the<br />
delivery of challenging targets over the long term<br />
for both growth and profitability. A base salary,<br />
a bonus scheme and a Long Term Incentive Plan (shares),<br />
are designed to ensure the delivery of best-in-class<br />
performance and align interests of shareholders<br />
and executives.<br />
Packages<br />
The basic salary is set using external market data<br />
for similar jobs in companies of comparable size<br />
and complexity.<br />
Incentives scheme<br />
The executive directors participate in an annual cash<br />
bonus scheme which is designed to reward the<br />
delivery of challenging business targets, growth,<br />
profitability, cash and individual personal targets. The<br />
Committee ensures that these are aligned with<br />
shareholders interests. The maximum bonus achievable<br />
for the CEO is 50% of salary and for the CFO 30%<br />
of salary.<br />
Long Term Incentive Plan<br />
The Long Term Incentive Plan (hereafter LTIP) is intended<br />
to offer an effective incentive over the longer term to<br />
executive directors and certain other senior executives.<br />
Further details of the LTIP can be found in the company’s<br />
admission document.<br />
The LTIP plan was adopted by the company on April 28,<br />
<strong>2005</strong>. The LTIP plan allows the Board to grant awards<br />
of shares in the company to employees of Punch<br />
Graphix group companies or to service companies<br />
the Board determines to be eligible for such grant.<br />
The total number of new ordinary shares that may be<br />
issued pursuant to the LTIP over a 10 year period may<br />
not exceed five percent of the total share capital of<br />
the company.<br />
20
A participant receiving an award under the LTIP will<br />
have full legal and beneficial ownership of the<br />
ordinary shares from the date of grant, subject to certain<br />
restrictions. Participants will have voting rights and are<br />
entitled to dividends and other distributions in relation<br />
to these ordinary shares.<br />
The ordinary shares of an award may not be disposed<br />
of before the end of the vesting period, which is, for the<br />
current awards granted, 3 years from the date of grant.<br />
The awards granted are subject to performance<br />
conditions. These conditions are linked to the growth<br />
and performance of the company in relation to the<br />
AIM UK 50 and to a peer group of companies such<br />
as Xerox, Océ, Eastman Kodak, Hewlett Packard,<br />
Agfa, Nipson, Domino, Heidelberg, Konika Minolta.<br />
If a participant is an employee who ceases employment<br />
within any of the Punch Graphix group companies<br />
either due to retirement, disability, illness, injury,<br />
redundancy or as a result of the sale of the business<br />
or subsidiary by which the participant is employed,<br />
the award will continue to vest. If employment<br />
ceases for other reasons, the award will be forfeited.<br />
If the participant (employee) dies, the award will<br />
vest immediately.<br />
Pension and gratuities for directors<br />
The Board may exercise all the powers of the company<br />
to pay, provide or procure the grant of pensions or<br />
other retirement or superannuation benefits and death,<br />
disability or other benefits, allowances or gratuities to<br />
any person who is or has been at any time a director of<br />
the company or in the employment or service of the<br />
company or of any company which is or was a subsidiary<br />
of or associated with the company or the predecessors<br />
in business of the company or any such subsidiary or<br />
associated company or the relatives or dependants of<br />
any such person.<br />
Non-executive directors<br />
Fees of non-executive directors are determined by<br />
the Board with regard to market rates. The Board may<br />
pay additional remuneration outside the scope of<br />
the ordinary duties of a non-executive director. The<br />
non-executives do not have service agreements and<br />
there are no provisions for early termination payments.<br />
If a participant is a service company and ceases to<br />
provide services to the Punch Graphix group<br />
companies, the award will be forfeited, unless the Board<br />
determines otherwise.<br />
On the lapse of an award, the ordinary shares subject<br />
to an award will be transferred to a third party specified<br />
by the company, unless the participant transfers to the<br />
company a cash amount equal to the market value of<br />
such number of ordinary shares.<br />
The following awards were granted at the moment of<br />
admission to AIM:<br />
Grantee Provision of management services by N o of ordinary shares<br />
Tilanus Consulting BVBA<br />
SWAP nv<br />
Herault BVBA 1<br />
Wimel BVBA 1&2<br />
FDVV Consult BVBA<br />
Mathias Business Consulting BVBA<br />
Aurelius BVBA 1<br />
Horst Steppat<br />
Dick Tilanus<br />
Jan Smits<br />
Koenraad Van der Elst<br />
Wim Deblauwe<br />
Frank Deschuytere<br />
Véronique Mathias<br />
Piet de Paepe<br />
n/a<br />
157,706<br />
140,183<br />
94,623<br />
84,110<br />
84,110<br />
84,110<br />
43,807<br />
43,807<br />
1<br />
The awards of Herault BVBA, Wimel BVBA, Aurelius BVBA have lapsed.<br />
2<br />
The award of Wimel BVBA has been re-awarded by the Board to Mr. Siegfried Trinker, Chief Sales Officer.<br />
As the scheme is in its first year, the committee have no<br />
plans to change the terms of the scheme.<br />
21
Directors’ emoluments<br />
Remuneration and<br />
emoluments paid <strong>2005</strong><br />
Bonus fees <strong>2005</strong><br />
Allowances<br />
Total<br />
Executive director<br />
Dick Tilanus<br />
€219,375<br />
€40,000<br />
€12,000<br />
€271,375<br />
Jan Smits<br />
€195,000<br />
€30,000<br />
€12,000<br />
€237,000<br />
Non - executive director<br />
Geoffrey White<br />
£45,000<br />
Nil<br />
None<br />
£45,000<br />
Nigel McCorkell<br />
£22,500<br />
Nil<br />
None<br />
£22,500<br />
Ken Humphreys<br />
£22,500<br />
Nil<br />
None<br />
£22,500<br />
Guido Dumarey<br />
£22,500<br />
Nil<br />
None<br />
£22,500<br />
Notes<br />
Consultancy agreements<br />
The consultancy agreements with the service companies for the provision of management services by the executive<br />
directors are entered into without time limit and may be terminated by either party by a three months’ notice or by paying<br />
equivalent compensation.<br />
Letters of appointment<br />
The letters of appointment of the non-executive directors are entered into for a three year period, can be renewed and may be<br />
terminated by either party on a one month’s written notice.<br />
Reimbursements<br />
The executive directors receive reimbursement for mobile phone costs and travel costs by plane.<br />
The consultancy agreement for management services provides for reimbursement of expenses incurred on company business.<br />
Allowances<br />
The service companies providing management services through the executive directors receive a monthly car allowance<br />
of €1.000.<br />
Save as set out above, there are no existing or proposed service or consultancy contracts between any member of the Group of<br />
Punch Graphix companies and any of the directors.<br />
22
10<br />
SOCIAL RESPONSIBILITY REPORT<br />
Safety, health and environment<br />
Punch Graphix is committed to building, implementing<br />
and ensuring working practices and production<br />
processes that pay need to the safety, health and<br />
environmental protection of its employees, products,<br />
customers and stakeholders. It constantly strives to<br />
ensure its products have the largest possible positve<br />
impact on the local and global environment.<br />
An example of this was the Belgian Environment Award<br />
that Punch Graphix received in 2003-2004 for the<br />
development of its new generation of digital colour<br />
printing presses. This Award is an initiative of the<br />
Federation of Enterprises of Belgium, the Federation<br />
of Flemish Enterprises, the Federation of Walloon<br />
Enterprises and the Federation of Enterprises<br />
in Brussels. It rewards enterprises and institutions who<br />
have distinguished themselves in the last five years by<br />
taking actions concerning enduring development and,<br />
more specifically, environmental technology or strategy.<br />
Punch Graphix’s commitment to the safety, health and<br />
environmental protection of its products covers all<br />
phases of the production process:<br />
Conception<br />
The Punch Graphix product range keeps the<br />
environment in mind even at the conceptual stage of the<br />
product. Its digital presses are environmentally friendly<br />
in three different aspects:<br />
• <strong>Xeikon</strong> presses allow printing on demand thanks to<br />
the low set-up times. Only those items that are<br />
actually required are printed. This is a revolutionary<br />
concept for fully personalised marketing campaigns,<br />
but it is also extremely important in terms of<br />
environmental friendliness, since this means that<br />
there is no need for keeping a stock of printed matter.<br />
The printer will only use the exact amount of paper<br />
and ink needed at that moment.<br />
• Digital technology makes it possible for the digital<br />
master of the document to be transferred via the<br />
Internet and then printed locally. Hence, there are no<br />
transportation costs involved in the document<br />
transfer, and this helps reduce CO2 emissions in road or<br />
air transport.<br />
• Punch Graphix makes sure that the marking material<br />
used for its products, such as toner particles, makes<br />
for environmentally friendly digital presses. With<br />
traditional printing methods volatile organic<br />
compounds (VOCs), harmful to the environment and<br />
to human health, are released into the air. <strong>Xeikon</strong><br />
digital presses use a quick, clean and environmentally<br />
friendly printing method and thus do not release VOCs.<br />
Moreover, the marking material the company selects<br />
is totally recyclable.<br />
In the conception of the pre-press product range,<br />
environmental friendliness is also given high priority:<br />
• When using basysPrint prepress technology in a<br />
traditional printing process, there is no need for the<br />
usual intermediate step illumination-to-film. The<br />
removal of the film lessens the environmental stress<br />
of the printing process.<br />
• The fact that basysPrint allows the use of conventional<br />
plates is highly beneficial to the environment and is,<br />
moreover, energy-efficient. Other CtP technologies<br />
require the newer digital plates and, thus, need<br />
hazardous developing liquids. Conventional plates<br />
do not use hazardous developing liquids and do not<br />
require as much energy.<br />
24
Design<br />
The RoHs Directive is a European regulation that restricts<br />
the use of certain hazardous substances in electrical and<br />
electronic equipment. A program is defined for all Punch<br />
Graphix products to comply with this Directive and the<br />
new generation of pre-press and digital products is,<br />
furthermore, designed to optimise energy efficiency.<br />
At the toner production plant in Heultje (Belgium),<br />
substantial investment plans have been undertaken to<br />
optimise energy consumption. Also, this year special<br />
investment programmes are underway to implement<br />
recycling in the production process, which will increase<br />
yield and reduce waste.<br />
Production<br />
In all three production plants special care has been<br />
taken to comply with the WEEE (waste from electronic<br />
and electrical equipment) regulation, which limits the<br />
total quantity of waste that may go to final disposal, and<br />
the M.A.P. (Milieu Actie Plan – Environmental Action Plan)<br />
regulation on energy efficiency. At these plants, waste<br />
water is separated from the pluvial water to reduce the<br />
stress on the waste water treatment.<br />
25
Quality<br />
The entire Punch Graphix product range meets<br />
international quality standards thanks to the<br />
rigorous quality programme the company implements<br />
in its production processes. Its production plants in<br />
Ieper (Belgium) and Boizenburg (Germany) are<br />
ISO 9001:2000 certified and its production plant in<br />
Lier (Belgium) is expected to gain the ISO 9001 by<br />
the end of 2006.<br />
Human resources<br />
People are Punch Graphix’s most precious asset,<br />
which is why its human resources (HR) strategy is a key<br />
element that flows from and supports the company’s<br />
business strategy. Good HR management is essential<br />
to succeed in business and it is only through its<br />
employees that the company will build on its<br />
current competitive advantages. With an HR policy<br />
that goes beyond legal requirements, Punch Graphix<br />
takes care that it is and is seen as an attractive,<br />
transparent and honest organisation that encourages<br />
employee development and provides a safe, pleasant<br />
working environment.<br />
Family support<br />
Punch Graphix recognises that its future depends<br />
on the ability to recruit and retain the right people.<br />
The company has an open approach to flexible<br />
working conditions and concurs with its employees<br />
in their requests and concerns about supporting<br />
a healthy family life. Its employee-friendly policies cover<br />
maternity leave, paternity pay and leave, among others.<br />
Initiatives<br />
In the past two years, Punch Graphix has been<br />
committed to supporting the Plato Initiative in the<br />
Mechelen region (Antwerp). Plato is an intensive<br />
counselling and supporting programme that helps<br />
SMEs grow and prosper. Plato seeks to professionalise<br />
the management of SMEs by means of work experience<br />
exchanges and networking under the supervision<br />
of large companies in order to achieve SME growth<br />
and development.<br />
Equal opportunities<br />
The Punch Graphix policy rigorously stipulates that all<br />
persons should be treated fairly irrespective of their colour,<br />
race, sexual orientation, age, religious or political<br />
beliefs. The company is committed to the principles of<br />
equal opportunity; it specifically prohibits discrimination<br />
of any type; and it ensures that employees who are<br />
physically impaired can work for the company wherever<br />
and whenever this is reasonably possible.<br />
26
11<br />
AUDITORS’ REPORT<br />
Independent auditors’ <strong>report</strong> to the<br />
shareholders of Punch Graphix plc<br />
We have audited the group and parent company financial<br />
statements (the “financial statements”) of Punch<br />
Graphix plc for the year ended 31 December <strong>2005</strong> which<br />
comprise the Consolidated Income Statement, the<br />
Consolidated and Company Balance Sheets, the<br />
Consolidated and Company Cash Flow Statement,<br />
the Consolidated and Company Statement of Change<br />
in Shareholders’ Equity and the related notes. These<br />
financial statements have been prepared under the<br />
accounting policies set out therein.<br />
Respective responsibilities of directors and<br />
auditors<br />
The directors’ responsibilities for preparing the <strong>Annual</strong><br />
Report and the financial statements in accordance with<br />
applicable law and International Financial Reporting<br />
Standards (IFRSs) as adopted by the European Union are<br />
set out in the Statement of Directors’ Responsibilities.<br />
Our responsibility is to audit the financial statements<br />
in accordance with relevant legal and regulatory<br />
requirements and International Standards on Auditing<br />
(UK and Ireland).<br />
We <strong>report</strong> to you our opinion as to whether the<br />
financial statements give a true and fair view and<br />
whether the financial statements have been properly<br />
prepared in accordance with the Companies Act 1985.<br />
We also <strong>report</strong> to you if, in our opinion, the Directors’<br />
Report is not consistent with the financial statements,<br />
if the company has not kept proper accounting records,<br />
if we have not received all the information and<br />
explanations we require for our audit, or if information<br />
specified by law regarding directors’ remuneration and<br />
other transactions is not disclosed.<br />
We read other information contained in the <strong>Annual</strong><br />
Report and consider whether it is consistent with the<br />
audited financial statements. The other information<br />
comprises only the Financial Highlights, the<br />
Business Strategy, Chairman’s Statement, the<br />
Operational Review, the Directors’ Report and the<br />
Remuneration Report, the Financial Review, the Social<br />
Responsibility Report, Directors and Advisors and the<br />
Corporate Governance Report. We consider the<br />
implications for our <strong>report</strong> if we become aware of any<br />
apparent misstatements or material inconsistencies<br />
with the financial statements. Our responsibilities do not<br />
extend to any other information.<br />
28
Our <strong>report</strong> has been prepared pursuant to the<br />
requirements of the Companies Act 1985 and for no<br />
other purpose. No person is entitled to rely on this<br />
<strong>report</strong> unless such a person is a person entitled to rely<br />
upon this <strong>report</strong> by virtue of and for the purpose of the<br />
Companies Act 1985 or has been expressly authorised<br />
to do so by our prior written consent. Save as above,<br />
we do not accept responsibility for this <strong>report</strong> to any<br />
other person or for any other purpose and we hereby<br />
expressly disclaim any and all such liability.<br />
Basis of audit opinion<br />
We conducted our audit in accordance with<br />
International Standards on Auditing (UK and Ireland)<br />
issued by the Auditing Practices Board. An audit includes<br />
examination, on a test basis, of evidence relevant to the<br />
amounts and disclosures in the financial statements.<br />
It also includes an assessment of the significant<br />
estimates and judgments made by the directors in the<br />
preparation of the financial statements, and of<br />
whether the accounting policies are appropriate to<br />
the group’s and company’s circumstances, consistently<br />
applied and adequately disclosed.<br />
Opinion<br />
In our opinion:<br />
• The group financial statements give a true and fair<br />
view, in accordance with IFRSs as adopted by the<br />
European Union, of the state of the group’s affairs as<br />
at 31 December <strong>2005</strong> and of its profit for the year<br />
then ended;<br />
• The parent company financial statements give a true<br />
and fair view, in accordance with IFRSs as adopted<br />
by the European Union as applied in accordance<br />
with the provisions of the Companies Act 1985,<br />
of the state of the company’s affairs as at<br />
December 31, <strong>2005</strong>; and<br />
• The financial statements have been properly<br />
prepared in accordance with the Companies Act<br />
1985.<br />
BDO Stoy Hayward LLP<br />
Chartered Accountants and Registered Auditors<br />
London, April 28, 2006<br />
We planned and performed our audit so as to obtain all<br />
the information and explanations which we considered<br />
necessary in order to provide us with sufficient<br />
evidence to give reasonable assurance that the financial<br />
statements are free from material misstatement,<br />
whether caused by fraud or other irregularity or error.<br />
In forming our opinion we also evaluated the overall<br />
adequacy of the presentation of information in the<br />
financial statements.<br />
29
12 FINANCIAL STATEMENTS<br />
Consolidated income statement<br />
31/12/04<br />
Note € '000<br />
31/12/05<br />
€ '000<br />
Sales<br />
1/2<br />
105,198<br />
153,210<br />
Other operating income<br />
3,056<br />
5,053<br />
Total revenues<br />
108,254<br />
158,263<br />
Change in inventories<br />
5,775<br />
2,952<br />
Purchases<br />
(44,792)<br />
(69,066)<br />
Salaries & employee benefits<br />
4<br />
(23,026)<br />
(29,963)<br />
Depreciation & amortisation<br />
9/11<br />
(6,221)<br />
(10,167)<br />
Impairment losses on current assets<br />
3<br />
(766)<br />
(3,117)<br />
Other operating charges<br />
3<br />
(25,605)<br />
(27,425)<br />
Total operating expenses<br />
94,635<br />
136,786<br />
Operating result<br />
13,619<br />
21,477<br />
Finance income<br />
5<br />
545<br />
1,329<br />
Finance cost<br />
5<br />
(3,239)<br />
(4,084)<br />
Share of results of associates<br />
12<br />
81<br />
(269)<br />
Result before tax<br />
11,006<br />
18,453<br />
Taxes<br />
6<br />
(3,492)<br />
(5,594)<br />
Net result<br />
7,514<br />
12,859<br />
Net result - equity interest<br />
7,071<br />
12,424<br />
Net result - minority interest<br />
443<br />
435<br />
Earnings per share - basic (euro cent per share)<br />
7<br />
8.84<br />
13.32<br />
Earnings per share - diluted (euro cent per share)<br />
7<br />
8.84<br />
13.26<br />
30<br />
The notes on pages 43 to 63 are part of the financial statements.
Consolidated balance sheet<br />
31/12/04 31/12/05<br />
Note € '000 € '000<br />
Non current assets<br />
82,190<br />
84,817<br />
Intangible assets<br />
9/10<br />
20,422<br />
25,152<br />
PPE: Property, Plant & Equipment<br />
11<br />
54,364<br />
49,973<br />
Investments in associates<br />
12<br />
2,240<br />
2,171<br />
Receivables<br />
13<br />
2,536<br />
6,497<br />
Deferred tax assets<br />
23<br />
2,628<br />
1,024<br />
Current assets<br />
70,070<br />
108,962<br />
Inventories<br />
14<br />
28,092<br />
32,491<br />
Trade receivables<br />
15<br />
30,330<br />
34,995<br />
Other amounts receivable<br />
15<br />
6,590<br />
11,409<br />
Cash and cash equivalents<br />
17<br />
5,058<br />
30,029<br />
Financial instruments<br />
25<br />
0<br />
38<br />
Total assets<br />
152,260<br />
193,779<br />
Shareholders equity<br />
53,605<br />
95,403<br />
Ordinary shares<br />
18<br />
11,746<br />
15,027<br />
Share premium account<br />
23,558<br />
50,378<br />
Consolidated reserves<br />
18,076<br />
30,604<br />
Other reserves<br />
3,300<br />
3,300<br />
Translation differences<br />
(3,075)<br />
(3,906)<br />
Minority interests<br />
20<br />
604<br />
624<br />
Total equity<br />
54,209<br />
96,027<br />
Non current liabilities<br />
45,595<br />
46,187<br />
Interest bearing loans & borrowings<br />
21<br />
40,567<br />
40,932<br />
Deferred tax liabilities<br />
23<br />
3,356<br />
4,180<br />
Other liabilities<br />
1,672<br />
1,075<br />
Current liabilities<br />
52,456<br />
51,565<br />
Trade payables<br />
24<br />
21,351<br />
21,457<br />
Other current payables<br />
24<br />
24,772<br />
20,715<br />
Current tax liabilities<br />
2,910<br />
4,025<br />
Borrowings<br />
21<br />
1,375<br />
2,848<br />
Provisions<br />
22<br />
2,048<br />
2,190<br />
Financial instruments<br />
25<br />
0<br />
330<br />
Total liabilities and equity<br />
152,260<br />
193,779<br />
The financial statements on were approved by the Board of Directors and authorised for issue on April 28, 2006 and were<br />
signed on its behalf by Jan Smits, CFO. The notes on pages 43 to 63 are part of these financial statements.<br />
31
Company balance sheet<br />
Note<br />
31/12/05<br />
€ '000<br />
Non current assets<br />
Investments<br />
Current assets<br />
Trade receivables<br />
Other amounts receivable<br />
Deferred charges and accruals<br />
Cash and cash equivalents<br />
Total assets<br />
Shareholders equity<br />
Ordinary shares<br />
Share premium account<br />
Retained earnings<br />
Other reserves<br />
Translation differences<br />
Total equity<br />
Current liabilities<br />
Trade payables<br />
Other current payables<br />
Current tax liabilities<br />
Total liabilities and equity<br />
12<br />
15<br />
15<br />
17<br />
40,394<br />
40,394<br />
31,615<br />
851<br />
16,099<br />
127<br />
14,538<br />
72,009<br />
71,361<br />
15,027<br />
50,378<br />
3,518<br />
3,300<br />
(862)<br />
71,361<br />
648<br />
191<br />
184<br />
273<br />
72,009<br />
The financial statements were approved by the Board of Directors and authorised for issue on April 28, 2006, and were signed<br />
on its behalf by Jan Smits, CFO.<br />
32<br />
The notes on pages 43 to 63 are part of these financial statements.
Consolidated cash flow statement<br />
31/12/04<br />
€ '000<br />
31/12/05<br />
€ '000<br />
Cash flow from operating activities<br />
Profit before taxation<br />
Adjustments for:<br />
Impairment losses<br />
Depreciation<br />
Change in provisions<br />
Profit on sale of fixed assets<br />
Share of results of associated undertakings<br />
Net finance charges<br />
Change in trade & other receivables<br />
Change in inventories<br />
Change in trade & other payables<br />
Interest paid<br />
Income taxes paid<br />
Net cash used in operating activities<br />
Cash flow from investing activities<br />
Investment in associates<br />
Purchase of property, plant & equipment<br />
Proceeds from sale of equipment<br />
Purchase of intangible assets<br />
Own production of intangible fixed assets<br />
Acquisitions<br />
Interest received<br />
Net cash used in investing activities<br />
Cash flow from financing activities<br />
Proceeds from the issue of share capital<br />
Proceeds from new leasings<br />
Payment of finance lease liabilities<br />
Dividend paid<br />
Net cash from financing activities<br />
Foreign exchange<br />
Net increase in cash & cash equivalents<br />
Cash and cash equivalents at beginning of period<br />
Cash and cash equivalents at end of period<br />
11,006<br />
6,221<br />
493<br />
(81)<br />
2,694<br />
20,333<br />
(8,657)<br />
(5,163)<br />
10,391<br />
16,904<br />
(2,645)<br />
(653)<br />
13,606<br />
(2,104)<br />
(3,472)<br />
592<br />
(878)<br />
(4,846)<br />
441<br />
260<br />
(10,007)<br />
236<br />
(694)<br />
(193)<br />
(651)<br />
164<br />
2,925<br />
1,916<br />
5,058<br />
18,453<br />
265<br />
10,167<br />
143<br />
(257)<br />
269<br />
2,753<br />
31,793<br />
(13,482)<br />
(4,398)<br />
(4,202)<br />
9,711<br />
(3,792)<br />
(1,975)<br />
3,944<br />
(497)<br />
(7,951)<br />
4,352<br />
(901)<br />
(5,386)<br />
1,329<br />
(9,054)<br />
28,311<br />
6,440<br />
(4,798)<br />
29,953<br />
128<br />
24,971<br />
5,058<br />
30,029<br />
33
Company cash flow statement<br />
Cash flow from operating activities<br />
Profit before taxation<br />
From incorporation to<br />
31/12/05<br />
€ '000<br />
3,737<br />
Adjustments for:<br />
Net interest received<br />
(638)<br />
3,099<br />
Change in trade & other receivables<br />
Change in trade & other payables<br />
(17,509)<br />
429<br />
(13,981)<br />
Income taxes paid<br />
Net cash used in operating activities<br />
(219)<br />
(14,200)<br />
Cash flow from investing activities<br />
Investment in subsidiary undertakings<br />
Interest received<br />
Net cash used in investing activities<br />
(22)<br />
449<br />
427<br />
Cash flow from financing activities<br />
Proceeds from the issue of share capital<br />
Net cash used in financing activities<br />
Net increase in cash & cash equivalents<br />
Cash and cash equivalents at beginning of period<br />
Cash and cash equivalents at end of period<br />
28,311<br />
28,311<br />
14,538<br />
-<br />
14,538<br />
34
Consolidated statement of equity<br />
Ordinary<br />
shares<br />
Share<br />
premium<br />
account<br />
Consolidated<br />
reserves<br />
Translation<br />
differences<br />
Other<br />
reserves<br />
Shareholders<br />
equity<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
At January 1, <strong>2005</strong><br />
11,746<br />
23,558<br />
18,076<br />
(3,075)<br />
3,300<br />
53,605<br />
New share capital issued<br />
3,281<br />
28,957<br />
32,238<br />
Share issue costs<br />
(2,137)<br />
(2,137)<br />
Result of the year<br />
12,424<br />
12,424<br />
LTIP (1)<br />
104<br />
104<br />
Translation differences<br />
(831)<br />
(831)<br />
At December 31, <strong>2005</strong><br />
15,027<br />
50,378<br />
30,604<br />
(3,906)<br />
3,300<br />
95,403<br />
(1) LTIP: Long Term Incentive plan (see note 19).<br />
The only movement in shareholders’ equity in the year ended December 31, 2004 was the result of the year of € 7,071,000 and<br />
translation differences of € (975,000).<br />
Company statement of equity<br />
Called-up<br />
share capital<br />
Share<br />
premium<br />
account<br />
Other<br />
reserves<br />
Consolidated<br />
reserves<br />
Translation<br />
differences<br />
Total<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
At January 1, 2004 and <strong>2005</strong><br />
11,746<br />
23,558<br />
3,300<br />
38,604<br />
New shares issued<br />
3,281<br />
28,957<br />
32,238<br />
Share issue costs<br />
(2,137)<br />
(2,137)<br />
Result of the year<br />
3,518<br />
3,518<br />
Translation differences<br />
(862)<br />
(862)<br />
At December 31, <strong>2005</strong><br />
15,027<br />
50,378<br />
3,300<br />
3,518<br />
(862)<br />
71,361<br />
As permitted by s230 of the Companies Act 1985 a separate income statement for Punch Graphix plc has not been presented.<br />
The company’s profit after tax for the year ended December 31, <strong>2005</strong> was €3,518,000.<br />
35
36<br />
Significant accounting policies<br />
Basis of preparation<br />
These financial statements have been prepared in<br />
accordance with International Financial Reporting<br />
Standards (IFRS and IFRIC interpretations) issued by<br />
the International Accounting Standards Board (IASB)<br />
as adopted by the EU and with those parts of the<br />
Companies Act 1985 applicable to companies preparing<br />
their accounts under IFRS.<br />
These are the first financial statements presented by the<br />
group. The transition date for IFRS 1 has been taken as<br />
January 1, 2004. The only exemption taken under IFRS 1<br />
is the transition date for IAS39 and IAS32 which has been<br />
taken as January 1, <strong>2005</strong>.<br />
The company was incorporated in the United Kingdom<br />
as Punch Graphix Limited on March 24, <strong>2005</strong> and<br />
re-registered as a public limited company with the<br />
name Punch Graphix plc on April 29, <strong>2005</strong>. On April 20,<br />
<strong>2005</strong> the company acquired <strong>Xeikon</strong> International nv<br />
(‘<strong>Xeikon</strong>’), Strobbe Graphics nv (‘Strobbe’), basysPrint<br />
GmbH (‘basysPrint’), and certain other companies, in<br />
which Punch International nv (‘Punch International’)<br />
had an investment immediately prior to April 20, <strong>2005</strong>.<br />
Following the company’s Admission onto AIM on May<br />
26, <strong>2005</strong>, its issued share capital was £10,282,922 divided<br />
into 102,829,220 fully paid ordinary shares. This is the first<br />
period that the company has presented consolidated<br />
financial statements.<br />
The company’s controlling interest in its directly held<br />
subsidiaries was acquired through a transaction under<br />
common control, as defined in IFRS 3 Business<br />
Combinations. The directors note that transactions<br />
under common control are outside the scope of IFRS 3<br />
and that there is no guidance elsewhere in IFRS covering<br />
such transactions.<br />
IFRS contain specific guidance to be followed where a<br />
transaction falls outside the scope of IFRS. This guidance<br />
is included at paragraphs 10 to 12 pf IAS 8 Accounting<br />
Policies, Changes in Accounting Estimates and Errors.<br />
This requires, inter alia, that where IFRS does not include<br />
guidance for a particular issue, the directors should also<br />
consider the most recent pronouncements of other<br />
standard setting bodies that use a similar conceptual<br />
framework to develop accounting standards. In this<br />
regard, it is noted that the United States Financial<br />
Accounting Standards Board (FASB) has issued an<br />
accounting standard covering business combinations<br />
(FAS 141) that is similar in a number of respects to IFRS<br />
3. Further, there is currently a major project being run<br />
jointly by the IASB and FASB to converge IFRS and<br />
US GAAP.<br />
In contrast to IFRS 3, FAS 141 does include, as an<br />
Appendix, limited accounting guidance for transactions<br />
under common control which, as with IFRS 3, are outside<br />
the scope of that accounting standard. The guidance<br />
contained in FAS 141 indicates that a form of accounting<br />
that is similar to pooling of interests accounting, which<br />
was previously set out in Accounting Principles Board<br />
(APB) Opinion 16, may be used when accounting for<br />
transactions under common control.<br />
Having considered the requirements of IAS 8, and the<br />
guidance included within FAS 141, it is considered<br />
appropriate to use a form of accounting which is<br />
similar to pooling of interests when dealing with<br />
the transaction in which the company acquired its<br />
controlling interest in its subsidiaries.<br />
In consequence, the Financial Information for Punch<br />
Graphix plc <strong>report</strong>s the result of operations for the<br />
period as though the acquisition of its controlling<br />
interest through a transaction under common control<br />
had occurred on January 1, 2004. The effects of<br />
intercompany transactions have been eliminated in<br />
determining the results of operations for the period<br />
prior to the acquisition of the controlling interest,<br />
meaning that those results are on substantially the same<br />
basis as the results of operations for the period after the<br />
acquisition of the controlling interest.<br />
Similarly, the consolidated balance sheets and other<br />
financial information have been presented as though<br />
the assets and liabilities of the combining entities had<br />
been transferred on January 1, 2004.<br />
A summary of the more important accounting policies<br />
is set out below. The accounting principles have been<br />
applied consistently for all years presented.<br />
Basis of consolidation<br />
Where the company has the power, either directly or<br />
indirectly, to govern the financial and operating policies<br />
of another entity or business so as to obtain benefits<br />
from its activities, it is classified as a subsidiary. The<br />
consolidated financial statements present the results<br />
of the company and its subsidiaries (“the group”) as if<br />
they formed a single entity. Intercompany transactions<br />
and balances between group companies are therefore<br />
eliminated in full.<br />
Business combinations<br />
The consolidated financial statements incorporate the<br />
results of business combinations using the purchase<br />
method. In the consolidated balance sheet, the<br />
acquiree’s identifiable assets, liabilities and contingent<br />
liabilities are initially recognised at their fair values<br />
at the acquisition date. The results of acquired<br />
operations are included in the consolidated income<br />
statement from the date on which control is obtained.
Goodwill<br />
Goodwill represents the excess of the cost of a business<br />
combination over the interest in the fair value of<br />
identifiable assets, liabilities and contingent liabilities<br />
acquired. Cost comprises the fair values of assets given,<br />
liabilities assumed and equity instruments issued, plus<br />
any direct costs of acquisition.<br />
Goodwill is capitalised as an intangible asset with any<br />
impairment in carrying value being charged to the<br />
income statement.<br />
Where the fair value of identifiable assets, liabilities<br />
and contingent liabilities exceeds the fair value of<br />
consideration paid, the excess is credited in full to the<br />
income statement.<br />
Intangibles<br />
Research and development costs<br />
Expenditure on research activities, undertaken with<br />
the prospect of gaining new scientific or technical<br />
knowledge, is recognised in the income statement as<br />
an expense as incurred. Costs incurred on development<br />
projects (relating to the design and testing of new or<br />
improved products) are recognised as intangible assets<br />
to the extent that such expenditure is expected to<br />
generate future economic benefits and meets the<br />
recognition criteria set out in IAS 38 ‘Intangible Assets’.<br />
Other development expenditures are recognised as<br />
an expense as incurred. Development costs previously<br />
recognised as an expense are not recognised as assets in<br />
a subsequent period. Development costs that have been<br />
capitalised are amortised from the commencement<br />
of the commercial production of the product on a<br />
straight-line basis over the period of its expected benefit.<br />
The amortisation periods adopted do not exceed<br />
five years. The capitalised development costs are assessed<br />
for impairment whenever events or changes in<br />
circumstances indicate that their carrying amount may<br />
not be recoverable.<br />
Computer software development costs<br />
Generally, costs associated with developing or<br />
maintaining computer software programmes are<br />
recognised as an expense as incurred. However,<br />
costs that are directly associated with identifiable<br />
and unique software products controlled by the group<br />
that have probable economic benefits exceeding<br />
the cost beyond one year, are recognised as assets.<br />
Direct costs include staff costs of the software<br />
development team. Computer software costs that<br />
have been capitalised are amortised on a straight-line<br />
basis over the period of their expected useful lives, not<br />
exceeding a period of five years.<br />
Other intangible assets<br />
Expenditure on acquired patents, trademarks and<br />
licences are capitalised and amortised on a straight-line<br />
basis over their useful economic lives, but not exceeding<br />
20 years. Amortisation of intangible assets is included<br />
within depreciation and amortisation expenses in the<br />
income statement.<br />
Impairment of non-financial assets<br />
Impairment tests on goodwill and other intangible<br />
assets with indefinite useful economic lives are<br />
undertaken annually on December 31. Other nonfinancial<br />
assets are reviewed for impairment whenever<br />
events or changes in circumstances indicate that their<br />
carrying amount may not be recoverable. Whenever<br />
the carrying amount of an asset exceeds its recoverable<br />
amount (being the higher of its fair value less cost to<br />
sell and its value in use), an impairment loss is recognised<br />
within other operating charges. The fair value less cost<br />
to sell is the amount obtainable from the sale of an asset<br />
in an arm’s length transaction while value in use is the<br />
present value of estimated future cash flows expected<br />
to arise from the continuing use of an asset and from<br />
its disposal at the end of its useful life. Recoverable<br />
amounts are estimated for individual assets or, if this is<br />
not possible, for the cash generating unit to which the<br />
assets belong. Reversal of impairment losses recognised<br />
in prior years is recorded in income when there is an<br />
indication that the impairment losses recognised for<br />
the assets no longer exist or have decreased. As an<br />
exception, impairment losses recognised for goodwill<br />
are not reversed.<br />
Property, plant and equipment<br />
Items of property, plant and equipment are stated at<br />
purchase price or production cost including directly<br />
attributable costs less accumulated depreciation and<br />
impairment losses. Expenses for the repair of property,<br />
plant and equipment are usually charged as an expense<br />
when incurred. They are, however, capitalised when<br />
they increase the future economic benefits expected to<br />
arise from the item of Property, plant and equipment.<br />
Property, plant and equipment are depreciated on a<br />
straight-line basis over the estimated useful life of the<br />
item. Land is not depreciated. Assets under construction<br />
represent plant and properties under construction and<br />
are stated at cost. This includes cost of construction,<br />
plant and equipment acquired and other direct costs.<br />
Assets under construction are not depreciated until<br />
such time as the relevant assets are available for their<br />
intended use.<br />
37
The estimated useful lives of the various identified asset<br />
categories are as follows:<br />
Buildings<br />
Machinery and equipment<br />
Furniture and fixtures<br />
Other fixed assets<br />
25 to 40 years<br />
3 to 8 years<br />
5 to10 years<br />
3 to 5 years<br />
The depreciation is calculated to write off the carrying<br />
value of items on a straight-line basis starting from the<br />
month of purchase. Where the carrying amount of an<br />
asset is greater than its estimated recoverable amount,<br />
it is written down immediately to its recoverable value.<br />
Government grants<br />
Government grants relating to the purchase of property,<br />
plant and equipment are included in non-current<br />
liabilities as deferred income and are credited to the<br />
income statement on a straight-line basis over the<br />
expected lives of the related assets.<br />
Leases<br />
As lessee<br />
Finance leases<br />
Leases of property, plant and equipment, where the<br />
group substantially has all the risks and rewards of<br />
ownership, are classified as finance leases. Finance leases<br />
are capitalised at the inception of the lease at the lower<br />
of the fair value of the leased property or the present<br />
value of the minimum lease payments. Each lease<br />
payment is allocated between the liability and the<br />
finance charges so as to achieve a constant rate on the<br />
finance balance outstanding. The corresponding rental<br />
obligations, net of finance charges, are included as<br />
borrowing. The interest element of the finance cost is<br />
charged to the income statement over the lease term.<br />
The leased assets are depreciated over their expected<br />
useful lives on a basis consistent with similar owned<br />
property, plant and equipment. If there is no reasonable<br />
certainty that ownership will be acquired by the end of<br />
the lease term, the asset is depreciated over the shorter<br />
of the lease term and its useful life.<br />
the sale occurs.<br />
Operating leases<br />
Assets leased out under operating leases are included<br />
in property, plant and equipment in the balance sheet.<br />
They are depreciated over their expected useful lives<br />
on a basis consistent with similar owned property,<br />
plant and equipment. Rental income (net of any<br />
incentives given to the lessee) is recognised on a<br />
straight-line basis over the lease term or in accordance<br />
with usage as appropriate.<br />
Inventories<br />
Inventories are initially valued at cost, and subsequently<br />
at the lower of cost or net realisable value, fixed according<br />
to the weighted average cost method. Work in progress<br />
and finished goods are valued at direct production cost.<br />
The cost of production comprises the direct cost of<br />
materials, direct manufacturing expenses, appropriate<br />
allocation of material and manufacturing overhead,<br />
and an appropriate share of the depreciation and<br />
write-downs of assets used for production. If the<br />
purchase or production cost is higher than the net<br />
realisable value, inventories are written down to net<br />
realisable value. Net realisable value is the estimated<br />
selling price in the ordinary course of business, less the<br />
estimated costs of completion and selling expenses.<br />
Trade receivables<br />
Trade receivables are carried at original invoice amount<br />
less impairment losses as a result of a past event that occurred<br />
subsequent to the assets’ recognition.<br />
Operating leases<br />
Lease payments under operating leases are recognised<br />
as an expense on a straight-line basis over the lease<br />
term.<br />
38<br />
As lessor<br />
Finance leases<br />
When assets are leased under a finance lease, the present<br />
value of the lease payment is recognised as a receivable.<br />
Financial income is recognised over the term of the<br />
lease using the net investment method, which reflects a<br />
constant periodic rate of return. Profits arising on sales<br />
under finance leases are recognised in the period that
Taxation including deferred tax<br />
Deferred income tax is provided in full using the<br />
balance sheet liability method, on temporary differences<br />
between the carrying amount of assets and liabilities for<br />
financial <strong>report</strong>ing purposes and the tax bases.<br />
Deferred taxes are not calculated on the following<br />
temporary differences:<br />
• Initial recognition of goodwill;<br />
• Goodwill for which amortisation is not tax<br />
deductible; and<br />
• The initial recognition of assets or liabilities that are<br />
not a business combination and at the time of<br />
the transaction affects neither the accounting nor<br />
taxable profit.<br />
The amount of deferred tax provided is based on the<br />
expected manner of realisation or settlement of the<br />
carrying amount of assets and liabilities, using tax<br />
rates enacted or substantially enacted at the balance<br />
sheet date. A deferred tax asset is recognised only to<br />
the extent that it is probable that future taxable profits<br />
will be available against which the unused tax losses<br />
and credits can be utilised. Deferred tax assets are<br />
reduced to the extent that it is no longer probable<br />
that the related tax benefit will be realised. Deferred tax<br />
balances are not discounted.<br />
Deferred tax assets and liabilities are offset when the<br />
group has a legally enforceable right to offset current<br />
tax assets and liabilities and the deferred tax assets and<br />
liabilities relate to the taxes levied by the same tax<br />
authority on either:<br />
• The same taxable group company; or<br />
• Different group entities which intend either to settle<br />
current tax assets and liabilities on a net basis, or to<br />
realise the assets and settle the liabilities simultaneously,<br />
in each future period in which significant<br />
amounts of deferred tax assets or liabilities are<br />
expected to be settled or recovered.<br />
Investments in Associates<br />
An associate is an entity over which the Group is in a<br />
position to exercise significant influence, but not control<br />
or joint control, through participation (but not control<br />
of ) in the financial and operating policy decisions of<br />
the investee.<br />
The results and assets and liabilities of associates are<br />
incorporated in these financial statements using the<br />
equity method of accounting except when classified<br />
as held for sale. Investments in associates are carried<br />
in the balance sheet at cost as adjusted by postacquisition<br />
changes in the group’s share of the net<br />
assets of the associate, less any impairment in the value<br />
of individual investments. Losses of the associates in<br />
excess of the group’s interest in those associates are not<br />
recognised unless there is an obligation to make good<br />
those losses.<br />
Any excess of the cost of acquisition over the group’s<br />
share of the fair values of the identifiable net assets of<br />
the associate at the date of acquisition is recognised<br />
as goodwill and included in the carrying value of the<br />
investment. Any deficiency of the cost of acquisition<br />
below the group’s share of the fair values of the identifiable<br />
net assets of the associate at the date of acquisition<br />
(i.e. discount on acquisition) is credited in profit and loss<br />
in the period of acquisition.<br />
Where a group company transacts with an associate of<br />
the group, profits and losses are eliminated to the extent<br />
of the group’s interest in the relevant associate. Losses<br />
may provide evidence of an impairment of the asset<br />
transferred in which case appropriate provision is made<br />
for impairment.<br />
Cash and cash equivalents<br />
For the purposes of the cash flow statement, cash and<br />
cash equivalents comprise cash on hand, deposits<br />
held on call with banks, other short-term highly liquid<br />
investments, and bank overdrafts. In the balance<br />
sheet, bank overdrafts are included in borrowings in<br />
current liabilities.<br />
Share capital and share premium<br />
External costs directly attributable to the issue of<br />
new shares, other than on a business combination,<br />
are shown as a deduction, net of tax, in equity from<br />
the proceeds. Share issue costs incurred directly in<br />
connection with a business combination are included in<br />
the cost of acquisition.<br />
39
Dividends on ordinary shares are recognised in equity<br />
in the period in which they are declared. Where<br />
the company or its subsidiaries purchase its own or<br />
its parent company’s equity share capital, the<br />
consideration paid, including any attributable<br />
transaction costs, net of income taxes, is deducted from<br />
the total shareholders’ equity as treasury shares until<br />
they are cancelled. Where such shares are subsequently<br />
sold or reissued, any consideration received is included<br />
in shareholders’ equity.<br />
Provisions<br />
Provisions are recognised when the group has a present<br />
legal or constructive obligation as a result of past<br />
events, it is probable that an outflow of resources will be<br />
required to settle the obligation, and a reliable estimate<br />
of the amount can be made.<br />
Warranty<br />
The operating group recognises the estimated liability<br />
to repair or replace its products still under warranty<br />
at the balance sheet date. This provision is calculated<br />
based on the past history of the level of repairs and<br />
replacements or on a basis of best estimates.<br />
Onerous contracts<br />
The operating group recognises a provision for onerous<br />
contracts when the expected benefits to be derived<br />
from a contract are less than the unavoidable costs of<br />
meeting the obligations under the contract.<br />
Restructuring<br />
Restructuring provisions mainly comprise lease termination<br />
penalties and employee termination payments, and<br />
are recognised in the period in which the group becomes<br />
legally or constructively committed to payment.<br />
A constructive obligation to restructure arises only when<br />
an entity:<br />
• has a detailed formal plan for restructuring; and<br />
• has raised a valid expectation in those affected that<br />
it will carry out the restructuring by starting to<br />
implement that plan or announcing its main features<br />
to those affected by it.<br />
Capitalisation of borrowing costs and interest<br />
Borrowings are recognised initially at the proceeds<br />
received, net of transaction costs incurred. In subsequent<br />
periods, borrowings are stated at amortised cost using<br />
the effective yield method; any difference between<br />
proceeds (net of transaction costs) and the redemption<br />
value is recognised in the income statement over the<br />
period of the borrowing. When borrowings are<br />
repurchased or settled before maturity, any difference<br />
between the amount repaid and the carrying amount is<br />
recognised immediately in the income statement.<br />
Revenue recognition<br />
Revenue is recognised when significant risks and rewards<br />
have been transferred to the buyer, when the group no<br />
longer retains significant management involvement in<br />
the sold item, when it is probable that the economic<br />
benefits associated with a transaction will flow to the<br />
enterprise, when the amount of the revenue can be<br />
measured reliably and when the costs incurred can be<br />
reliably measured.<br />
Sales are recognised net of sales tax and discounts.<br />
Revenue from rendering services is recognised by<br />
reference to the stage of completion when this can<br />
be measured by reference to labour hours incurred<br />
prior to the year end as a percentage of total estimated<br />
labour hours for the contract. When the outcome of the<br />
transaction involving the rendering of services cannot<br />
be estimated reliably, revenue is recognised only to the<br />
extent of the expenses recognised that are recoverable.<br />
No revenue is recognised on barter transactions involving<br />
the exchange of similar goods and services. Interest<br />
is recognised on a time proportion basis that reflects<br />
the effective yield of the asset. Royalties are recognised<br />
on an accrual basis in accordance with the terms of<br />
agreements. Dividends are recognised when the<br />
shareholders’ right to receive payment is established.<br />
Employee benefit costs<br />
Employees benefits are generally paid in cash and<br />
expensed to the income statement.<br />
Costs relating to the ongoing activities of the group are<br />
not provided for in advance. Any fixed assets that are no<br />
longer required for their original use are transferred to<br />
current assets and carried at the lower of the carrying<br />
amount or the fair value less costs to sell.<br />
40
Foreign currency<br />
Transactions entered into by group entities in a currency<br />
other than the currency of the primary economic<br />
environment in which it operates (the “functional<br />
currency”) are recorded at the rates ruling when the<br />
transactions occur. Foreign currency monetary assets<br />
and liabilities are translated at the rates ruling at the<br />
balance sheet date. Exchange differences arising on the<br />
retranslation of unsettled monetary assets and liabilities<br />
are similarly recognised immediately in the income<br />
statement, except for foreign currency borrowings as a<br />
hedge of a net investment in a foreign operation.<br />
On consolidation, the results of overseas operations are<br />
translated into euros at rates approximating to those<br />
ruling when the transactions took place. All assets and<br />
liabilities of overseas operations, including goodwill<br />
arising on the acquisition of those operations, are<br />
translated at the rate ruling at the balance sheet<br />
date. Exchange differences arising on translating the<br />
opening net assets at opening rate and the results of<br />
overseas operations at actual rate are recognised directly<br />
in equity (the “foreign exchange reserve”). The company<br />
balance sheet has been translated at a rate of 0,6843€/£.<br />
On disposal of a foreign operation, the cumulative<br />
exchange differences recognised in the foreign<br />
exchange reserve relating to that operation up to the<br />
date of disposal are transferred to the income statement<br />
as part of the profit or loss on disposal.<br />
Financial instruments<br />
Financial assets<br />
The group classifies its financial assets into one of the<br />
following categories, depending on the purpose for<br />
which the asset was acquired. Other than financial<br />
assets in a qualifying hedging relationship (see below), the<br />
group’s accounting policy for each category is as follows:<br />
Fair value through profit or loss<br />
This category comprises only in-the-money derivatives.<br />
They are carried in the balance sheet at fair value<br />
with changes in fair value recognised in the income<br />
statement. The group does not have any assets held for<br />
trading nor does it voluntarily classify any financial assets<br />
as being at fair value through profit or loss.<br />
Loans and receivables<br />
These assets are non-derivative financial assets with fixed<br />
or determinable payments that are not quoted in an<br />
active market. They arise principally through the<br />
provision of goods and services to customers (trade<br />
debtors), but also incorporate other types of contractual<br />
monetary asset. They are carried at cost less any<br />
provision for impairment.<br />
Held-to-maturity investments<br />
These assets are non-derivative financial assets with<br />
fixed or determinable payments and fixed maturities<br />
that the group’s management has the positive<br />
intention and ability to hold to maturity. These assets are<br />
measured at amortised cost, with changes through the<br />
income statement.<br />
Available-for-sale<br />
Non-derivative financial assets not included in the<br />
above categories are classified as available-for-sale and<br />
comprise the group’s strategic investments in entities<br />
not qualifying as subsidiaries, associates or jointly<br />
controlled entities. They are carried at fair value with<br />
changes in fair value recognised directly in equity. Where<br />
a decline in the fair value of an available-for-sale financial<br />
asset constitutes objective evidence of impairment,<br />
the amount of the loss is removed from equity and<br />
recognised in the income statement.<br />
41
Financial liabilities<br />
The group classifies its financial liabilities into one of two<br />
categories, depending on the purpose for which the<br />
liability was acquired. Other than financial liabilities in a<br />
qualifying hedging relationship, the group’s accounting<br />
policy for each category is as follows:<br />
Fair value through profit or loss<br />
This category comprises only out-of-the-money derivatives.They<br />
are carried in the balance sheet at fair<br />
value with changes in fair value recognised in the<br />
income statement.<br />
Other financial liabilities<br />
Other financial liabilities include the following items:<br />
Trade payables and other short-term monetary<br />
liabilities, which are recognised at amortised cost. Bank<br />
borrowings drawn by the group are initially recognised<br />
at the amount advanced net of any transaction costs<br />
directly attributable to the issue of the instrument.<br />
Such interest bearing liabilities are subsequently<br />
measured at amortised cost using the effective<br />
interest rate method, which ensures that any interest<br />
expense over the period to repayment is at a constant<br />
rate on the balance of the liability carried in the balance<br />
sheet. “Interest expense” in this context includes initial<br />
transaction costs and premiums payable on redemption,<br />
as well as any interest or coupon payable while the<br />
liability is outstanding.<br />
Share-based payments<br />
Where share options are awarded to employees, the fair<br />
value of the options at the date of grant is charged to the<br />
income statement over the vesting period. Non-market<br />
vesting conditions are taken into account by adjusting<br />
the number of equity instruments expected to vest at<br />
each balance sheet so that, ultimately, the cumulative<br />
amount recognised over the vesting period is based<br />
on the number of options that eventually vest. Market<br />
vesting conditions are factored into the fair value<br />
of the options granted. As long as all other vesting<br />
conditions are satisfied, a charge is made irrespective of<br />
whether the market vesting conditions are satisfied. The<br />
cumulative expense is not adjusted for failure to achieve<br />
a market vesting condition.<br />
Where the terms and conditions of options are modified<br />
before they vest, the increase in the fair value of the<br />
options, measured immediately before and after the<br />
modification, is also charged to the income statement<br />
over the remaining vesting period.<br />
On December 31, <strong>2005</strong> the group did not apply the<br />
principles of hedge accounting.<br />
42
NOTES TO THE ACCOUNTS<br />
1A. Business segment <strong>report</strong>ing<br />
The group’s operating businesses are organised and managed separately according to the nature of products and services<br />
provided, with each segment representing a distinct business line that offers different products and serves different markets.<br />
Unallocated costs, mainly represent corporate expenses. Segment assets consist primarily of property, plant and equipment,<br />
intangible assets, inventories, receivables and operating cash and exclude financial assets. Segment liabilities comprise operating<br />
liabilities and corporate borrowings. Capital expenditures comprise additions to property, plant and equipment (see note 11) and<br />
intangible assets (see note 9), including additions resulting from acquisitions. For the primary <strong>report</strong>ing format, the two business<br />
segments are CtP (Computer to Plate) and DP (Digital Printing).<br />
Business segment <strong>report</strong>ing<br />
31/12/04 31/12/05 31/12/04 31/12/05 31/12/04 31/12/05 31/12/04 31/12/05<br />
CtP CtP DP DP Other Other Total Total<br />
€ '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000<br />
Total revenues<br />
27,061<br />
49,876<br />
78,137<br />
103,334<br />
105,198<br />
153,210<br />
Other operating income<br />
1,162<br />
6,356<br />
1,894<br />
(1,303)<br />
3,056<br />
5,053<br />
Total revenues<br />
28,223<br />
56,232<br />
80,031<br />
102,031<br />
108,254<br />
158,263<br />
Operating result<br />
4,660<br />
8,883<br />
9,084<br />
12,594<br />
(125)<br />
13,619<br />
21,477<br />
Finance income / (cost)<br />
(2,694)<br />
(2,755)<br />
(2,694)<br />
(2,755)<br />
share of results of associates<br />
81<br />
(269)<br />
81<br />
(269)<br />
Result before tax<br />
11,006<br />
18,453<br />
Taxes<br />
(3,492)<br />
(5,594)<br />
Net result<br />
7,514<br />
12,859<br />
Net result - minority interest<br />
443<br />
435<br />
443<br />
435<br />
Total assets<br />
28,608<br />
31,579<br />
103,379<br />
107,272<br />
20,273<br />
54,928<br />
152,260<br />
193,779<br />
Total liabilities<br />
9,989<br />
4,723<br />
32,803<br />
29,395<br />
58,558<br />
63,634<br />
101,350<br />
97,752<br />
Total capital expenditure<br />
819<br />
2,662<br />
6,655<br />
13,925<br />
7,474<br />
16,587<br />
Total depreciation and amortisation<br />
797<br />
1,437<br />
5,309<br />
8,730<br />
115<br />
6,221<br />
10,167<br />
Total impairment losses on current assets<br />
0<br />
(392)<br />
(766)<br />
(2,725)<br />
(766)<br />
(3,117)<br />
Total other non cash expenses<br />
(1,468)<br />
(2,397)<br />
(1,751)<br />
(367)<br />
(3,219)<br />
(2,764)<br />
Investment in associates<br />
2,240<br />
2,171<br />
2,240<br />
2,171<br />
1B. Revenue<br />
An analysis of the revenue is as follows :<br />
Sale of parts and options<br />
Sale of consumables<br />
Sale of printing systems<br />
Revenue from service arrangements<br />
Equipment leasing income<br />
Other operating income<br />
31/12/04<br />
9,992<br />
40,040<br />
37,965<br />
9,926<br />
7,275<br />
105,198<br />
3,056<br />
31/12/05<br />
9,588<br />
41,081<br />
86,021<br />
10,353<br />
6,167<br />
153,210<br />
5,053<br />
108,254<br />
158,263<br />
43
2. Geographical segment <strong>report</strong>ing<br />
The group’s manufacturing facilities are based in Europe. The group conducts its selling activities on a global basis through sales<br />
companies. The following table provides an analysis of the group’s sales by geographic market irrespective of the origin of the<br />
goods and services.<br />
31/12/04 31/12/05 31/12/04 31/12/05 31/12/04 31/12/05 31/12/04 31/12/05<br />
Europe Europe US US Asia Asia IFRS IFRS<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
Total revenues<br />
79,980<br />
102,576<br />
22,130<br />
42,594<br />
3,088<br />
8,040<br />
105,198<br />
153.210<br />
Segment assets<br />
124,987<br />
158,253<br />
11,671<br />
16,806<br />
15,602<br />
18,720<br />
152,260<br />
193,779<br />
Total capex<br />
6,849<br />
13,371<br />
165<br />
3,191<br />
460<br />
25<br />
7,474<br />
16,587<br />
3. Other operating charges<br />
31/12/04<br />
31/12/05<br />
€ '000<br />
€ '000<br />
Rental, leasing and maintenance of land, property and equipment<br />
Utility and service costs of land, property and equipment<br />
Insurance costs<br />
Research and development costs<br />
Sales, marketing and representation costs<br />
Other fees and expenses<br />
Foreign exchange gain/loss<br />
3,138<br />
6,085<br />
597<br />
7,023<br />
6,264<br />
2,498<br />
1,538<br />
4,976<br />
7,180<br />
742<br />
6,107<br />
7,261<br />
1,159<br />
(215)<br />
BDO Stoy Hayward LLP audit renumeration: €139,000 for which €139,000 was for Punch Graphix plc. BDO Stoy Hayward<br />
LLP and affiliates non-audit services including tax advice, corporate finance services: €460,000 (2004: €0)<br />
of which €460,000 for Punch Graphix plc. Of the total amount of non-audit fees, €308,000 were incurred in connection with the<br />
issue of share capital and, accordingly, the amount has been offset against the share premium account.<br />
The total group audit fee payable to BDO Stoy Hayward LLP and other member firms amounted to €209,000 (2004: € nil)<br />
Impairment losses on current assets comprice €1,472,000 (2004: €470,000) in respect of inventory and €1,381,000<br />
(2004 : €296,000) in respect of trade receivables.<br />
44
4. Personnel costs<br />
Employees and directors<br />
31/12/04<br />
31/12/05<br />
Staff costs of the year<br />
Wages and salaries<br />
Social security costs<br />
Other staff costs<br />
Pension costs<br />
Share based payment - equity settled<br />
Salaries & employee benefits<br />
Average number of people employed by business unit<br />
Digital Printing (DP)<br />
Computer to Plate (CtP)<br />
Other<br />
Average number of people employed by business unit<br />
€ '000<br />
17,379<br />
4,803<br />
145<br />
699<br />
23,026<br />
312<br />
203<br />
515<br />
€ '000<br />
23,412<br />
5,289<br />
323<br />
835<br />
104<br />
29,963<br />
403<br />
235<br />
3<br />
641<br />
Aggregate emoluments paid to directors during the period amounted to €672,000. Emoluments comprise short-term benefits<br />
only. The aggregate emoluments of the highest paid director was €271,375 and the highest paid director received 157,706<br />
ordinary shares under the long term incentive plan with a total value of €138,000.<br />
In addition, €104,000 was expensed during the year in respect of the LTIP scheme (2004: €0). Directors received 732,456 shares<br />
under the LTIP with a value of €520,000. The company had no employees.<br />
5. Financial income and charges<br />
Net finance cost<br />
31/12/04<br />
31/12/05<br />
Interests on bank borrowings<br />
Interest on finance leases<br />
Other financial expenses<br />
Finance cost<br />
Interests on bank accounts<br />
Interest income from finance leases<br />
Other financial income<br />
Finance income<br />
Net finance cost<br />
€ '000<br />
(401)<br />
(2,505)<br />
(333)<br />
(3,239)<br />
177<br />
100<br />
268<br />
545<br />
(2,694)<br />
€ '000<br />
(834)<br />
(2,247)<br />
(1,003)<br />
(4,084)<br />
782<br />
285<br />
262<br />
1,329<br />
(2,755)<br />
45
6. Income taxes<br />
31/12/04<br />
Analysis of charge arising in year € '000<br />
31/12/05<br />
€ '000<br />
UK (at 30%)<br />
Belgium (at 34%)<br />
Other (between 22% and 40%)<br />
Total current tax<br />
Deferred tax<br />
Taxation<br />
153<br />
621<br />
221<br />
995<br />
2,497<br />
3,492<br />
518<br />
1,876<br />
708<br />
3,102<br />
2,492<br />
5,594<br />
31/12/04<br />
31/12/05<br />
Current tax charged to P&L € '000<br />
€ '000<br />
Corporation tax<br />
Total current tax liabilities<br />
995<br />
995<br />
3,102<br />
3,102<br />
31/12/04<br />
31/12/05<br />
Tax in profit & loss account € '000<br />
€ '000<br />
Current tax<br />
995<br />
3,102<br />
Deferred tax<br />
2,497<br />
2,492<br />
Taxes<br />
3,492<br />
5,594<br />
Reconciliation of tax charge<br />
Result before tax<br />
11,006<br />
18,721<br />
Income tax using the Belgian tax rate<br />
3,742<br />
34%<br />
6,365<br />
34%<br />
Tax effect of non deductable expenses<br />
314<br />
3%<br />
490<br />
3%<br />
Tax effect of tax exempt revenues<br />
(276)<br />
(3%)<br />
(116)<br />
(1%)<br />
Tax effect of unrecognised tax losses<br />
(280)<br />
(3%)<br />
(783)<br />
(4%)<br />
Under/over-provided in prior years<br />
15<br />
(6)<br />
Effect of tax rates in foreign jurisdictions<br />
(44)<br />
(286)<br />
(2%)<br />
Other tax effects<br />
21<br />
(70)<br />
Total tax reconciliation<br />
3,492<br />
32%<br />
5,594<br />
30%<br />
46
7. Earnings per share<br />
31/12/04<br />
31/12/05<br />
Profit for the year (€ '000)<br />
Average number of shares<br />
Shares issued under LTIP - number<br />
Average number of shares - diluted<br />
EPS (euro cent per share)<br />
EPS - diluted (euro cent per share)<br />
7,071<br />
80,000,000<br />
80,000,000<br />
8,84<br />
8,84<br />
12,424<br />
93,258,058<br />
444,472<br />
93,702,530<br />
13,32<br />
13,26<br />
The shares used in the EPS calculation from January 1, 2004, to the date of the admission to AIM in May <strong>2005</strong> of 80 million shares<br />
represent the shares issued both on the company’s incorporation and to acquire the company’s subsidiary undertakings from<br />
Punch International nv.<br />
8. Dividends<br />
On March 20, 2006 the Board proposed a final dividend payment of 2.35 euro cent per share, totalling €2,416,000, for the year<br />
ended December 31, <strong>2005</strong>. This dividend has not been accrued for in these financial statements.<br />
9. Intangible assets<br />
Development costs<br />
Software licenses<br />
Goodwill<br />
Intangibles<br />
Acquisition value € '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
At January 1, <strong>2005</strong><br />
10,013<br />
1,155<br />
13,106<br />
24,274<br />
Additions - acquisitions<br />
5,433<br />
178<br />
2,011<br />
7,622<br />
Additions - internally generated<br />
996<br />
996<br />
Disposals<br />
(60)<br />
(248)<br />
(308)<br />
Transfers<br />
(319)<br />
319<br />
Currency translation adjustments<br />
33<br />
33<br />
At December 31, <strong>2005</strong><br />
15,386<br />
1,762<br />
15,469<br />
32,617<br />
Amortisation<br />
At January 1, <strong>2005</strong><br />
(969)<br />
(577)<br />
(2,306)<br />
(3,852)<br />
Charge for the year<br />
(3,143)<br />
(574)<br />
(114)<br />
(3,831)<br />
Disposals<br />
17<br />
206<br />
0<br />
223<br />
Other movements<br />
17<br />
(17)<br />
Currency translation adjustments<br />
(4)<br />
(1)<br />
(5)<br />
At December 31, <strong>2005</strong><br />
(4,095)<br />
(932)<br />
(2,438)<br />
(7,465)<br />
Net book value<br />
At January 1, <strong>2005</strong><br />
9,044<br />
578<br />
10,800<br />
20,422<br />
At December 31, <strong>2005</strong><br />
11,291<br />
830<br />
13,031<br />
25,152<br />
Capitalised development costs principally comprise internally generated expenditure on major projects where it is reasonably<br />
anticipated that the costs will generate future economic benefits. All amortisation charges have been determined in accordance<br />
with the accounting policies described on page 37.<br />
47
The movement table of 2004 is as follows :<br />
Development costs<br />
Software licenses<br />
Goodwill<br />
Intangibles<br />
Acquisition value € '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
At January 1, 2004<br />
5,167<br />
981<br />
10,163<br />
16,311<br />
Additions - acquisitions<br />
199<br />
2,943<br />
3,142<br />
Additions - internally generated<br />
4,846<br />
4,846<br />
Currency translation adjustments<br />
(25)<br />
At December 31, 2004<br />
10,013<br />
1,155<br />
13,106<br />
24,274<br />
Amortisation<br />
At January 1, 2004<br />
(340)<br />
(1,809)<br />
(2,149)<br />
Charge for the year<br />
(907)<br />
(241)<br />
(497)<br />
(1,645)<br />
Disposals<br />
22<br />
22<br />
Currency translation adjustments<br />
(62)<br />
(19)<br />
1<br />
(80)<br />
At December 31, 2004<br />
(969)<br />
(577)<br />
(2,306)<br />
(3,852)<br />
10. Goodwill<br />
At December 31, <strong>2005</strong>, goodwill can be allocated to the group's business segments as follows:<br />
CtP<br />
Digital Printing<br />
Other<br />
Total<br />
31/12/05<br />
€ '000<br />
9,699<br />
3,317<br />
15<br />
13,031<br />
Management have assessed the carrying value of this goodwill on a value in use basis, using cash flow projections from<br />
formally approved budgets covering a five year period to 2010. The discount rate applied to the cash flow projections is the<br />
weighted average cost of capital. The projected gross profit margin is a key assumption and is based on the management’s past<br />
experience. Forecast profit margins have been set in a conservative manner. The impairment test demonstrated that no loss<br />
should be recognised.<br />
48
11. Property plant & equipment<br />
Acquistion values<br />
Land &<br />
buildings<br />
€ '000<br />
Machinery<br />
& equipment<br />
€ '000<br />
Furniture<br />
& fixtures<br />
€ '000<br />
Other fixed<br />
assets<br />
€ '000<br />
PPE<br />
€ '000<br />
At January 1, <strong>2005</strong><br />
47,932<br />
15,811<br />
1,989<br />
4,046<br />
69,778<br />
Additions<br />
172<br />
5,821<br />
487<br />
1,488<br />
7,968<br />
Sales and disposals<br />
(3,764)<br />
(579)<br />
(1,550)<br />
(5,893)<br />
Other movements<br />
211<br />
648<br />
1<br />
(1,026)<br />
(166)<br />
Currency translation adjustments<br />
16<br />
205<br />
56<br />
(3)<br />
274<br />
At December 31, <strong>2005</strong><br />
44,567<br />
21,906<br />
2,533<br />
2,955<br />
71,961<br />
Depreciation<br />
At January 1, <strong>2005</strong><br />
(3,911)<br />
(10,008)<br />
(1,251)<br />
(244)<br />
(15,414)<br />
Disposals<br />
355<br />
355<br />
Charge for the year<br />
(1,345)<br />
(4,290)<br />
(366)<br />
(335)<br />
(6,336)<br />
Other movements<br />
(30)<br />
(263)<br />
(248)<br />
(541)<br />
Currency translation adjustments<br />
(5)<br />
(3)<br />
(44)<br />
(52)<br />
At December 31, <strong>2005</strong><br />
(4,936)<br />
(14,564)<br />
(1,661)<br />
(827)<br />
(21,988)<br />
Net book value<br />
At January 1, <strong>2005</strong><br />
44,021<br />
5,803<br />
738<br />
3,802<br />
54,364<br />
At December 31, <strong>2005</strong><br />
39,631<br />
7,342<br />
872<br />
2,128<br />
49,973<br />
The movement table of 2004 is as follows:<br />
At January 1, 2004<br />
43,735<br />
12,864<br />
2,187<br />
1,798<br />
60,584<br />
Acquisitions<br />
3,245<br />
714<br />
51<br />
4,010<br />
Additions<br />
1,123<br />
2,933<br />
511<br />
2,224<br />
6,791<br />
Sales and disposals<br />
(171)<br />
(684)<br />
(544)<br />
(28)<br />
(1,427)<br />
Currency translation adjustments<br />
(16)<br />
(165)<br />
1<br />
(180)<br />
At December 31, 2004<br />
47,932<br />
15,811<br />
1,989<br />
4,046<br />
69,778<br />
Depreciation<br />
At January 1, 2004<br />
(1,850)<br />
(7,997)<br />
(1,451)<br />
(13)<br />
(11,311)<br />
Disposals<br />
264<br />
502<br />
766<br />
Charge for the year<br />
(2,061)<br />
(1,936)<br />
(348)<br />
(231)<br />
(4,576)<br />
Currency translation adjustments<br />
(339)<br />
46<br />
(293)<br />
At December 31, 2004<br />
(3,911)<br />
(10,008)<br />
(1,251)<br />
(244)<br />
(15,414)<br />
Assets held under finance lease can be analysed as follows:<br />
Net book value<br />
2004<br />
€ '000<br />
<strong>2005</strong><br />
€ '000<br />
Land & buildings<br />
38,027<br />
33,774<br />
Machinery & equipment<br />
614<br />
38,641<br />
868<br />
34,642<br />
49
12. Fixed assets investments<br />
Interests in associated undertakings<br />
At January 1<br />
- Net assets excluding goodwill<br />
- Goodwill<br />
Share of profits retained<br />
Additions<br />
Impairments<br />
At December 31<br />
- Net assets excluding goodwill<br />
- Goodwill<br />
Total assets<br />
Total liabilities<br />
Revenue<br />
Profit after tax<br />
31/12/04<br />
€ ‘000<br />
81<br />
2,159<br />
2,240<br />
1,150<br />
1,090<br />
2,240<br />
15,383<br />
10,814<br />
12,124<br />
322<br />
31/12/05<br />
€ ‘000<br />
1,150<br />
1,090<br />
2,240<br />
(269)<br />
472<br />
(272)<br />
2,171<br />
1,081<br />
1,090<br />
2,171<br />
20,371<br />
14,744<br />
9,508<br />
(1,355)<br />
<strong>Xeikon</strong> Shenzhen Digital Printing Equipment Ltd. was founded in August <strong>2005</strong> in cooperation with Shenzhen Zhongsheng<br />
Electronic Stock Co., Ltd. The total capital of the company amounted to €1,000,000 of which €472,000 was contributed<br />
by Punch Graphix Hong Kong Ltd. Details of investments in associates are disclosed in note 29. During the year ended<br />
December 31, <strong>2005</strong>, the Company impaired its investment in Xeramics nv by €95,000 and its investment in Stora Enso Digital<br />
Solutions nv by €170,000.<br />
In <strong>2005</strong>, the company acquired for €40,394,000 new investments in subsidiairies<br />
13. Non current receivables<br />
Finance lease receivables (see note 16)<br />
Other financial assets<br />
Receivables<br />
31/12/04<br />
€ '000<br />
2,320<br />
216<br />
2,536<br />
31/12/05<br />
€ '000<br />
5,963<br />
534<br />
6,497<br />
Other financial assets comprise principally deposits with the Belgian social security authorities.<br />
50
14. Inventories<br />
Raw materials & components<br />
Work in progress<br />
Finished goods<br />
Inventories<br />
31/12/04<br />
€ '000<br />
13,161<br />
2,059<br />
12,872<br />
28,092<br />
31/12/05<br />
€ '000<br />
15,570<br />
2,387<br />
14,534<br />
32,491<br />
During the year an impairment loss of €1,472,000 (2004: €470,000) was recognised in the income statement following the<br />
Director’s assessment of the carrying value of the inventory.<br />
15. Trade and other receivables<br />
Trade debtors excluding related parties<br />
Less provision for impairment of receivables<br />
Trade debtors to related parties (see note 28)<br />
Finance lease receivables<br />
Advances received<br />
Trade debtors net<br />
Other amounts receivable<br />
Other amounts receivable from related parties (see note 28)<br />
Deferred charges and accruals<br />
Total other receivables<br />
Total trade and other receivables<br />
31/12/04<br />
€ '000<br />
26,938<br />
(718)<br />
1,131<br />
1,147<br />
1,832<br />
30,330<br />
1,247<br />
4,471<br />
872<br />
6,590<br />
36,920<br />
31/12/05<br />
€ '000<br />
32,695<br />
(1,387)<br />
1,891<br />
1,632<br />
164<br />
34,995<br />
4,347<br />
6,044<br />
1,018<br />
11,409<br />
46,404<br />
Related parties consist of members of the Punch International group, Linomedia, Xeramics and Stora Enso Digital Solutions.<br />
The amounts in the balance sheet are net of doubtful debts, estimated by the management, based on prior experience and<br />
assessment of the current economic environment. In <strong>2005</strong>, the average period of credit taken in respect of trade receivables<br />
was 73 days. Credit risk is primarily attributable to the group’s trade and finance lease receivables. The group has no significant<br />
concentration of credit risk, with exposure spread over a large numbers of counterparties and customers.<br />
The trade and other amounts receivable in the company’s balance sheet concerns mainly subsidiary undertakings.<br />
51
16. Finance lease receivables<br />
Minimum lease payments<br />
Present value of minimum lease payments<br />
31/12/04 31/12/05 31/12/04 31/12/05<br />
€ '000<br />
€ '000<br />
€ '000<br />
€ '000<br />
Within one year<br />
1,318<br />
1,972<br />
1,147<br />
1,632<br />
Second to fifth year<br />
2,407<br />
6,532<br />
2,252<br />
5,963<br />
After five years<br />
126<br />
68<br />
3,851<br />
8,504<br />
3,467<br />
7,595<br />
Finance charges<br />
384<br />
909<br />
3,467<br />
7,595<br />
Current finance lease receivables<br />
1,632<br />
Non current finance lease receivables<br />
5,963<br />
Total<br />
7,595<br />
The group enters into finance lease arrangements in respect of certain of its print systems. The average term of finance leases<br />
entered into is five years. The interest rate inherent in the leases is fixed at the contracts date for all of the lease term. The average<br />
effective interest rate contracted at December 31, <strong>2005</strong> approximates to 6,5 per cent.<br />
Future finance charges falling due within one year at 31 December <strong>2005</strong> were €340,000 (2004: €171,000), within the second to<br />
fifth year were €569,000 (2004: €155,000) and after five years were €nil (2004: €58,000).<br />
17. Cash and cash equivalents<br />
Short term bank deposits<br />
31/12/04 31/12/05<br />
€ '000<br />
€ '000<br />
957<br />
11,026<br />
Cash at bank and in hand<br />
Cash and cash equivalents<br />
4,101<br />
5,058<br />
19,003<br />
30,029<br />
At December 31, <strong>2005</strong> the company had €14,538,000 held in short term bank deposits. The weighted average effective interest<br />
rate on short-term bank deposits variates between 2 and 4%. These deposits have an average maturity date of 7 days.<br />
52
18. Share capital<br />
Called-up share capital<br />
<strong>2005</strong><br />
€ '000<br />
Authorised<br />
150,000,000 shares of 10p each<br />
21,920<br />
Issued and fully paid<br />
102,829,220 ordinary shares of 10p each<br />
15,027<br />
Movement in share capital<br />
Date<br />
Transaction<br />
N o shares<br />
Capital<br />
24/03/05<br />
Incorporation<br />
2<br />
0<br />
20/04/05<br />
Acquisition of investments<br />
79,999,998<br />
11,691<br />
26/05/05<br />
New shares issued at Admission to AIM (1)<br />
21,027,551<br />
3,073<br />
26/05/05<br />
New shares issued to acquire minorities (2)<br />
1,069,213<br />
156<br />
26/05/05<br />
New shares issued pursuant to the LTIP (3)<br />
732,456<br />
107<br />
Total<br />
102,829,220<br />
15,027<br />
(1) On admission to AIM the company raised €28,311,000 in cash after share issue costs of €2,137,000.<br />
(2) The Company entered into agreements with minorities shareholders of Punch Graphix France and Punch Graphix (UK) Ltd.<br />
to acquire outstanding minorities at admission.<br />
(3) The Company granted ordinary shares to key senior management, including Executive Directors, of the group in the<br />
framework of the long term incentive plan (LTIP) (see note 19).<br />
53
19. Share based payment<br />
At January 1, <strong>2005</strong><br />
Granted during the year<br />
Forfeited during the year<br />
At December 31, <strong>2005</strong><br />
<strong>2005</strong><br />
Number of shares<br />
732,456<br />
(138,430)<br />
594,026<br />
No shares were exercisable at the end of the year. The Long Term Incentive Plan (“LTIP”) is intended to offer an effective<br />
incentive over the longer term (3 years) to executive directors and certain other senior executives. Advice on the scheme<br />
was taken from Allen & Overy LLP and Altium Capital Limited, prior to the AIM launch and is detailed in the launch data. The<br />
LTIP plan was adopted by the Company on April 28, <strong>2005</strong>. The LTIP plan allows the Board to grant awards of shares in the<br />
company to employees of the group of Punch Graphix companies or to service companies, which the Board determines to be<br />
eligible for such grant. The total number of new ordinary shares, which may be issued may not exceed, when aggregated<br />
with ordinary shares issued pursuant to the LTIP in the previous 10 years, five percent of the total share capital of the<br />
company. A participant receiving an award under the LTIP will have full legal and beneficial ownership of the ordinary shares<br />
from the date of grant, subject to certain restrictions. Participants will have voting rights and are entitled to dividends and other<br />
distributions in relation to these ordinary shares. The ordinary shares of an award, may not be disposed of before the end of<br />
the vesting period, which is for the current awards granted, 3 years from the date of grant. The awards granted are subject<br />
to a minimum of the earning per share per annum and to other preformance conditions, which are linked to the growth and<br />
the performance of the company in relation to the AIM UK 50 and to a peer group of companies. If a participant, who is an<br />
employee ceases to be in employment within the group of Punch Graphix companies, due to retirement, disability, illness,<br />
injury, redundancy or as a result of the sale of the business or subsidiary, by which the participant is employed, the award will<br />
continue to vest. If employment ceases for other reasons, the award will be forfeited. If the participant, who is an employee,<br />
dies, the award will vest immediately. If a participant which is a servicecompany ceases to provide services to the Company or a<br />
subsidiary, the award will be forfeited, unless the Board determines otherwise. On the lapse of an award the ordinary shares<br />
subject to an award will be transferred to a third party specified by the Company, unless the participant transfers to the Company<br />
a cash amount equal to the market value of such number of ordinary shares. The weighted average fair value of each share<br />
award granted during the year was €0,87. This fair value has been based upon the IPO placing price taken into consideration a<br />
discount for the applicable market conditions of the LTIP. An amount of €104,000 has been recognised as an expense in the year<br />
in respect of the LTIP. This amount was calculated using the Black-Scholes model with following assumptions :<br />
Current share price (in €)<br />
Strike price (in €)<br />
Risk free rate<br />
Volatility<br />
Dividend yield<br />
Expected option life (years)<br />
1.88<br />
1.42<br />
3.26%<br />
50.10%<br />
2%<br />
3<br />
54
20. Minority Interest<br />
At January 1, <strong>2005</strong><br />
Acquisitions<br />
Share of profit<br />
Exchange adjustments<br />
At December 31, <strong>2005</strong><br />
€ ‘000<br />
604<br />
(383)<br />
435<br />
(32)<br />
624<br />
On admission to AIM, the group acquired the minority interest of Punch Graphix France and Punch Graphix (UK) Ltd. ( see note 18).<br />
55
21. Borrowings<br />
Loans & borrowings<br />
Leasings<br />
debts<br />
Total non<br />
current<br />
borrowings<br />
Leasing<br />
debts<br />
Bank<br />
debts and<br />
overdrafts<br />
Total current<br />
borrowings<br />
Total<br />
Movements in the year € ‘000 € ‘000<br />
€ ‘000 € ‘000 € ‘000 € ‘000<br />
At January 1, <strong>2005</strong><br />
40,567 40,567<br />
703<br />
672 1,375<br />
41,942<br />
New debts<br />
6,440<br />
6,440<br />
64<br />
64<br />
6,504<br />
Repayments<br />
(3,741)<br />
(3,741)<br />
(707)<br />
(350)<br />
(1,057)<br />
(4,798)<br />
Other movements<br />
(2,429)<br />
(2,429)<br />
2,429<br />
2,429<br />
Currency translation adjustment<br />
95<br />
95<br />
37<br />
37<br />
132<br />
At December 31, <strong>2005</strong><br />
40,932<br />
40,932<br />
2,526<br />
322<br />
2,848<br />
43,780<br />
Analysed as:<br />
At January 1, 2004<br />
Within 1 year<br />
703<br />
672<br />
1,375<br />
1,375<br />
Between 2 and 5 years<br />
5,020<br />
5,020<br />
5,020<br />
More than 5 years<br />
35,547<br />
35,547<br />
35,547<br />
At December 31, 2004<br />
40,567<br />
40,567<br />
703<br />
672<br />
1,375<br />
41,942<br />
Within 1 year<br />
2,526<br />
322<br />
2,848<br />
2,848<br />
Between 2 and 5 years<br />
9,709<br />
9,709<br />
9,709<br />
More than 5 years<br />
31,223<br />
31,223<br />
31,223<br />
At December 31, <strong>2005</strong><br />
40,932<br />
40,932<br />
2,526<br />
322<br />
2,848<br />
43,780<br />
The minimum lease payments under finance leases fall due as follows:<br />
31/12/04 31/12/05<br />
€ ‘000 € ‘000<br />
Not later than one year<br />
Later than one year but not more than five years<br />
More than five years<br />
Finance charge<br />
3,161<br />
12,662<br />
61,781<br />
77,604<br />
36,334<br />
41,270<br />
3,003<br />
14,671<br />
49,635<br />
67,309<br />
23,851<br />
43,458<br />
Future finance charges falling due within one year at 31 December <strong>2005</strong> were €477,000 (2004: €2,458,000), within the second to fifth<br />
year were €4,962,000 (2004: €7,642,000) and after five years were €18,412,000 (2004: €26,234,000).<br />
The Group has entered into finance leases for periods ranging from 4 to 40 years. The interest rate inherent in the leases is fixed at<br />
the contract date for all of the lease term. The average effective interest rate contracted approximates to 6,25 per cent. All leases are<br />
on a fixed repayment basis and no arrangements have been entered into for contingent rents. Obligations under finance leases are<br />
secured by the lessor’s charge over the leased assets.<br />
56
At December 31, 2004<br />
882<br />
66<br />
13,465<br />
1<br />
50<br />
2,196<br />
16,660<br />
22. Provisions<br />
Pensions<br />
Warranty<br />
Other<br />
Total<br />
Current<br />
€ ‘000<br />
€ ‘000<br />
€ ‘000<br />
€ ‘000<br />
At January 1, <strong>2005</strong><br />
295<br />
780<br />
973<br />
2,048<br />
Charged to income statement - expensed<br />
415<br />
415<br />
Charged to income statement - utilised<br />
(97)<br />
(184)<br />
(281)<br />
Currency translation adjustment<br />
3<br />
5<br />
8<br />
At December 31,<strong>2005</strong><br />
201<br />
1,195<br />
794<br />
2,190<br />
The warranty provision represents managements’ best estimate of the group’s liabilities under 12 month warranties granted on sale<br />
of print systems based on past experience. The pension provision principally relates to the group’s obligation in connection with<br />
certain early-retirement arrangements.<br />
23. Deferred taxes<br />
Deferred tax is calculated in full on temporary differences under the liability method using the local tax rate applicable in each<br />
country. Deferred tax assets have been recognised in full on taxable losses as realisation of the tax benefit from these losses is<br />
probable. The movements in gross deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction<br />
as permitted by IAS12) during the period are shown below:<br />
Deferred tax liabilities<br />
Depreciation<br />
& impairment<br />
Provisions<br />
Leasing<br />
Intangibles<br />
Other<br />
Total<br />
€ '000<br />
€ '000<br />
€ '000 € '000<br />
€ '000<br />
€ '000<br />
At January 1, 2004<br />
502<br />
37<br />
13,658<br />
1,708<br />
430<br />
16,335<br />
Charged to income statement<br />
373<br />
(5)<br />
(292)<br />
1,347<br />
(330)<br />
1,093<br />
Exchange differences<br />
(40)<br />
(40)<br />
At December 31, 2004<br />
875<br />
32<br />
13,366<br />
3,055<br />
60<br />
17,388<br />
Charged to income statement<br />
(311)<br />
41<br />
(2,181)<br />
775<br />
2,766<br />
1,090<br />
Exchange differences<br />
25<br />
25<br />
At December 31, <strong>2005</strong><br />
564<br />
73<br />
11,185<br />
3,830<br />
2,851<br />
18,503<br />
Deferred tax assets<br />
Depreciation<br />
& value reductions<br />
€ '000<br />
Provisions<br />
€ '000<br />
Leasing<br />
€ '000<br />
Intangibles<br />
Other<br />
€ '000 € '000<br />
Tax losses<br />
€ '000<br />
Total<br />
€ '000<br />
57<br />
At January 1, 2004<br />
797<br />
44<br />
13,515<br />
1<br />
76<br />
3,816<br />
18,249<br />
Charged to income statement<br />
208<br />
24<br />
(50)<br />
(23)<br />
(1,563)<br />
(1,404)<br />
Exchange differences<br />
(123)<br />
(2)<br />
(3)<br />
(57)<br />
(185)
Deferred tax assets<br />
Depreciation<br />
& value reductions<br />
€ '000<br />
Provisions<br />
€ '000<br />
Leasing<br />
€ '000<br />
Intangibles<br />
Other<br />
€ '000 € '000<br />
Tax losses<br />
€ '000<br />
Total<br />
€ '000<br />
At January 1, 2004<br />
797<br />
44<br />
13,515<br />
1<br />
76<br />
3,816<br />
18,249<br />
Charged to income statement<br />
208<br />
24<br />
(50)<br />
(23)<br />
(1,563)<br />
(1,404)<br />
Exchange differences<br />
(123)<br />
(2)<br />
(3)<br />
(57)<br />
(185)<br />
At December 31, 2004<br />
882<br />
66<br />
13,465<br />
1<br />
50<br />
2,196<br />
16,660<br />
Charged to income statement<br />
(274)<br />
12<br />
(1,883)<br />
(1)<br />
2,258<br />
(1,514)<br />
(1,402)<br />
Exchange differences<br />
(2)<br />
103<br />
(12)<br />
89<br />
At December 31, <strong>2005</strong><br />
608<br />
76<br />
11,582<br />
2,411<br />
670<br />
15,347<br />
Deferred taxes have been recognised in the balance sheet as follows :<br />
Assets<br />
Liabilities<br />
Total<br />
31/12/04<br />
€ '000<br />
2,628<br />
(3,356)<br />
728<br />
31/12/05<br />
€ '000<br />
1,024<br />
(4,180)<br />
3,156<br />
No deferred tax has been provided on the unremitted earnings on overseas subsidiary and associated undertakings.<br />
Deferred tax assets and liabilities are only offset where there is a legally enforcable right of offset and there is an intention to<br />
settle the balance net. Deferred tax assets have not been recognised in respect of tax losses when their recoverability is not<br />
considered probable.<br />
24. Trade and other payables<br />
Trade payables (excluding related parties)<br />
Trade payables to related parties (see note 28)<br />
Total trade payables<br />
Other tax and social security payables<br />
Advances received<br />
Other debts<br />
Other debts to related parties (see note 28)<br />
Accruals and deferred income<br />
Total other payables<br />
31/12/04<br />
€ '000<br />
18,765<br />
2,586<br />
21,351<br />
3,582<br />
1,585<br />
5,868<br />
7,135<br />
6,602<br />
24,772<br />
31/12/05<br />
€ '000<br />
20,413<br />
1,044<br />
21,457<br />
4,442<br />
924<br />
7,856<br />
7,493<br />
20,715<br />
58
25. Financial instruments<br />
(i) Financial risk factors<br />
The Group seeks to minimise potential adverse effects on the financial performance of their local business, however,<br />
fluctuations in market prices, foreign currency exchange rates on sales and purchases or inter-company loans are inherent<br />
risks in the performance of the business. The Group uses derivative financial instruments to hedge its exposure arising from<br />
its operational, financing and investment activities. The net exposure is managed on a central basis in accordance with the<br />
principles laid down by the directors. As a policy, the Group does not engage in speculative or leveraged transactions,<br />
nor does it hold or issue financial instruments for trading purposes.<br />
(ii) Foreign exchange risk<br />
Due to the international nature the Group’s business it is exposed to different foreign exchange risks arising from various<br />
currency exposures primarily with respect to the $US and £UK. Companies in the Group use forward contracts or<br />
other instruments, concluded with local banks to hedge their exposure to foreign currency risks in their local <strong>report</strong>ing<br />
currency. The Groups financial liabilities and assets can be analysed by currency as follows :<br />
Financial assets (€’000)<br />
Finance leases<br />
Trade & other receivables<br />
Financial assets (€’000)<br />
Finance leases<br />
Trade Financial & other liabilities receivables (€’000)<br />
Finance leases<br />
Borrowings<br />
Trade Financial & other liabilities payables(€’000)<br />
Finance leases<br />
€<br />
5,923<br />
25,248<br />
31,171 €<br />
5,923<br />
25,248<br />
€<br />
31,171 43,458<br />
22,533 €<br />
65,991 43,458<br />
£<br />
216<br />
1,496<br />
1,712 £<br />
216<br />
1,496<br />
£<br />
1,712<br />
630 £<br />
630<br />
10,615 $ CAD 326 1,139 SEK JPY 425 45,388 Total<br />
1,456<br />
9,159<br />
326 1,139<br />
425 37,793<br />
$ CAD SEK JPY Total<br />
10,615<br />
$ CAD SEK JPY Total<br />
326<br />
1,139<br />
425<br />
7,595<br />
45,388 43,458<br />
17,045 $ CAD 23 SEK 729 JPY 289 41,249 Total<br />
85,029 43,458<br />
Borrowings<br />
322<br />
322<br />
(iii) Credit risk<br />
Trade The & other Group payables has no significant concentration 22,533 of credit 630 risks and 17,045 has policies in place 23 to monitor 729 the credit 289 risks on customers. 41,249<br />
For major projects the intervention of credit insurance companies or similar organisations is requested.<br />
65,991<br />
630 17,367<br />
23<br />
729<br />
289 85,029<br />
(iv) Liquidity risk<br />
Liquidity risk is linked to the evolution of the Group’s working capital and is managed centrally. The Group monitors the<br />
change in working capital through focused actions.<br />
1,456<br />
9,159<br />
322<br />
17,367<br />
326<br />
23<br />
1,139<br />
729<br />
425<br />
289<br />
7,595<br />
37,793<br />
322<br />
(v) Fair value interest risk<br />
The Group enters into lease arrangements as both lessee and lessor. These leases are transacted at fixed rate thereby<br />
Financial assets years 31/12/2004 31/12/<strong>2005</strong><br />
exposing the Group to fair value interest rate risk. Currently, the Group does not hedge any of this risk. Finance leases to<br />
which the Group is exposed to fair value risk can be analysed as follows:<br />
€ '000<br />
€ '000<br />
0-1<br />
1,147<br />
1,632<br />
Financial 1-2 assets years 31/12/2004 766<br />
31/12/<strong>2005</strong> 1,637<br />
2-3<br />
€ '000 662<br />
€ 1,588 '000<br />
0-1 3-4<br />
1-2 4-5<br />
2-3 >5<br />
3-4<br />
4-5<br />
>5<br />
Financial liabilities years<br />
1,147 430<br />
766 394<br />
662 68<br />
3,467 430<br />
394<br />
68<br />
31/12/2004 3,467<br />
1,632 1,381<br />
1,637 1,357<br />
1,588<br />
7,595 1,381<br />
1,357<br />
31/12/<strong>2005</strong> 7,595<br />
€ '000<br />
€ '000<br />
0-1<br />
703<br />
2,526<br />
Financial 1-2 liabilities years<br />
31/12/2004 1,153<br />
31/12/<strong>2005</strong> 2,328<br />
2-3<br />
€ 1,234 '000<br />
€ 2,391 '000<br />
0-1 3-4<br />
1-2 4-5<br />
2-3 >5<br />
1,295 703<br />
1,153 1,338<br />
35,547 1,234<br />
2,526 2,459<br />
2,328 2,532<br />
31,222 2,391<br />
59
2-3<br />
3-4<br />
4-5<br />
662<br />
430<br />
394<br />
1,588<br />
1,381<br />
1,357<br />
>5<br />
68<br />
Financial assets years 31/12/2004 3,467<br />
31/12/<strong>2005</strong> 7,595<br />
€ '000<br />
€ '000<br />
0-1<br />
1,147<br />
1,632<br />
Financial 1-2 liabilities years<br />
31/12/2004 766<br />
31/12/<strong>2005</strong> 1,637<br />
2-3<br />
€ '000 662<br />
€ 1,588 '000<br />
3-4 0-1<br />
703 430<br />
1,381 2,526<br />
4-5 1-2<br />
1,153 394<br />
1,357 2,328<br />
>5 2-3<br />
1,234 68<br />
2,391<br />
3-4<br />
3,467 1,295<br />
7,595 2,459<br />
4-5<br />
1,338<br />
2,532<br />
>5<br />
35,547<br />
31,222<br />
Financial liabilities years<br />
31/12/2004 41,270<br />
31/12/<strong>2005</strong> 43,458<br />
€ '000<br />
'000<br />
There Description is no significant difference between the book and fair value of Currency financial assets and Maturity liabilities. date Fair value € ‘000<br />
0-1<br />
703<br />
2,526<br />
Total options<br />
$<br />
26/06/06 38<br />
Hedging 1-2 activities<br />
1,153<br />
2,328<br />
At Total December 31, <strong>2005</strong>, the Group held several foreign exchange contracts to hedge future cash inflows in US dollar. The hedged 38<br />
2-3<br />
1,234<br />
2,391<br />
items concern recognised transactions (sale orders) and highly probable future transactions (from anticipated orders). Hedging<br />
activities 3-4 Description<br />
were effected by combining forward exchange contracts and<br />
Currency<br />
currency options<br />
Maturity<br />
and swaps, 1,295<br />
date<br />
which combines<br />
Fair value<br />
a<br />
€<br />
call 2,459<br />
‘000<br />
and<br />
put and aims to hedge future US dollar cash inflows. Since The Group does not apply the hedge accounting principles of IAS<br />
4-5 Total forwards<br />
$/€<br />
26/06/06 1,338<br />
2,532<br />
39 Financial Instruments: Recognition and Measurement, the hedged items that are recognised at year-end, are included (217) in the<br />
balance >5 Total options sheet at fair value and movements in fair value are taken directly to net $ profit or loss for 28/06/06 the 35,547 period. The following 31,222 foreign (79)<br />
exchange contracts are outstanding.<br />
Total swaps $/€<br />
26/06/06 41,270<br />
43,458 (34)<br />
Description<br />
Total<br />
Currency Maturity date<br />
(330)<br />
Fair value € ‘000<br />
Total options<br />
Total<br />
$<br />
26/06/06 38<br />
38<br />
Description<br />
Currency Maturity date Fair value € ‘000<br />
Total forwards<br />
Total options<br />
Total swaps<br />
Total<br />
$/€<br />
$<br />
$/€<br />
26/06/06<br />
28/06/06<br />
26/06/06<br />
(217)<br />
(79)<br />
(34)<br />
(330)<br />
26. Pension commitments<br />
The Group has established a number of pension schemes around the world covering many of its employees. The Group’s<br />
pension arrangements are principally defined contributions in nature. Defined benefit arrangements are not significant,<br />
covering just 9 employees. The assets of these schemes are held separately from those of the Group in funds administered and<br />
under the control of trustees.<br />
At December 31, <strong>2005</strong>, no contributions were outstanding to these schemes (2004: €107,000).<br />
Pension costs are disclosed in note 4.<br />
60<br />
27. Operating lease commitments<br />
Commitments under non-cancellable<br />
operating leases expiring :<br />
Within one year<br />
Later than one year and less than five years<br />
After five years<br />
Total<br />
Property (€’000)<br />
60<br />
1,397<br />
50<br />
1,507<br />
31/12/2004 31/12/<strong>2005</strong><br />
Vehicles, plant<br />
and equipment (€’000)<br />
735<br />
622<br />
1,357<br />
Property (€’000)<br />
863<br />
2,811<br />
947<br />
4,621<br />
Vehicles, plant<br />
and equipment (€’000)<br />
602<br />
569<br />
4<br />
1,175
At December 31, <strong>2005</strong>, the Group has lease agreements in respect of properties, vehicles, plant and equipment, for which<br />
payments extend over a number of years.<br />
Operating lease agreements relate to office premises, car leases and IT equipment.<br />
Leases are negotiated for an average term of 3 years.<br />
Included in property lease is the rent of the Heultje building from Punch Property International nv for a term of 9 years.<br />
Future minimum lease payments under non-cancellable operating lease where the Group is lessor are primarily under<br />
contingent rental agreements. Contingent rentals recognised in income for the year ended December 31, <strong>2005</strong> were €207,000<br />
(2004 : €513,000). The average length of rental contracts is 5 years.<br />
28. Related parties<br />
Related parties transactions : Subsidiaries<br />
2004 <strong>2005</strong><br />
Charges from:<br />
Directors fee<br />
€‘000 €‘000<br />
605<br />
Punch International and affliliates<br />
Linomedia (associate undertaking)<br />
Swap Invest Ltd.<br />
Sales to:<br />
Punch International and affiliates<br />
Linomedia (associate undertaking)<br />
Xeramics (associate undertaking)<br />
Stora Enso Digital Solutions (associate undertaking)<br />
Balance sheet receivables:<br />
Punch International and affiliates<br />
Linomedia (associate undertaking)<br />
Xeramics (associate undertaking)<br />
Stora Enso Digital Solutions (associate undertaking)<br />
Balance sheet payables:<br />
Punch International and affiliates (associate undertaking)<br />
Stora Enso Digital Solutions (associate undertaking)<br />
7,918<br />
7,918<br />
2,631<br />
2,631<br />
4,052<br />
1,373<br />
177<br />
5,602<br />
9,721<br />
9,721<br />
3,668<br />
500<br />
430<br />
5,106<br />
650<br />
1,577<br />
65<br />
1,766<br />
4,058<br />
5,887<br />
1,355<br />
183<br />
510<br />
7,935<br />
1,041<br />
3<br />
1,044<br />
The charge from Swap Invest Ltd., a company controlled by Jan Smits, relates to the recharge of costs incurred by Swap<br />
Invest Ltd. on behalf of the Group. During the year the Company paid €67,000 in respect of services of the directors. An amount of<br />
€880,000 was recharged to subsidiary undertakings in respect of management charges. Dividends of €3,400,000 were received<br />
from subsidiary undertakings. The total amount due from subsidiary undertakings at December 31, <strong>2005</strong> was €11,003,000.<br />
These amounts do not bear interest and are unsecured.<br />
61
29. List of companies<br />
Operating group<br />
Country of incorporation<br />
% of ownership<br />
31/12/05<br />
% of ownership<br />
31/12/04<br />
Principal activity<br />
Punch Graphix Plc<br />
UK<br />
Holding<br />
Punch Graphix International nv<br />
Belgium<br />
100%<br />
100%<br />
(1)<br />
Manufacturing<br />
Punch Graphix Prepress Belgium nv<br />
Belgium<br />
100%<br />
100%<br />
(1)<br />
Manufacturing<br />
Punch Graphix Prepress Germany GmbH<br />
Germany<br />
100%<br />
100%<br />
(1)<br />
Manufacturing<br />
Punch Graphix Americas Inc.<br />
United States<br />
100%<br />
100%<br />
Sales & Marketing<br />
Punch Graphix Japan<br />
Japan<br />
100%<br />
100%<br />
Sales & Marketing<br />
Punch Graphix Deutschland GmbH<br />
Germany<br />
80%<br />
80%<br />
Sales & Marketing<br />
Punch Graphix Nordic Oy<br />
Finland<br />
80%<br />
80%<br />
Sales & Marketing<br />
Punch Graphix Scandinavia AB<br />
Sweden<br />
100%<br />
100%<br />
Sales & Marketing<br />
Punch Graphix UK Ltd.<br />
United Kingdom<br />
100%<br />
79%<br />
(1)<br />
Sales & Marketing<br />
Punch Graphix Nederland B.V.<br />
Netherlands<br />
100%<br />
100%<br />
Sales & Marketing<br />
Punch Graphix Italia<br />
Italy<br />
51%<br />
51%<br />
Sales & Marketing<br />
Punch Graphix France S.A.<br />
France<br />
100%<br />
51%<br />
(1)<br />
Sales & Marketing<br />
Punch Graphix Austria GmbH<br />
Austria<br />
100%<br />
100%<br />
Sales & Marketing<br />
Punch Graphix Hong Kong<br />
China<br />
100%<br />
(1)<br />
Sales & Marketing<br />
Punch Participatiemaatschappij B.V.<br />
Netherlands<br />
100%<br />
100%<br />
(1)<br />
Holding<br />
Punch Graphix Canada<br />
Canada<br />
100%<br />
Sales & Marketing<br />
Basys Repro & Print<br />
Canada<br />
100%<br />
100%<br />
(1)<br />
Sales & Marketing<br />
<strong>Xeikon</strong> Ltd.<br />
UK<br />
100%<br />
(1)<br />
Sales & Marketing<br />
Interests in associated<br />
undertakings<br />
Country of incorporation<br />
% of ownership<br />
31/12/05<br />
% of ownership<br />
31/12/04<br />
Linomedia Integrated Publication Printing Systems,<br />
Commercial and Industrie Co S.A.<br />
Greece<br />
15%<br />
15%<br />
(2)<br />
Sales & Marketing<br />
Xeramics International nv<br />
Belgium<br />
25%<br />
25%<br />
Sales & Marketing<br />
Stora Enso Digital Solutions nv<br />
Belgium<br />
40%<br />
40%<br />
Sales & Marketing<br />
<strong>Xeikon</strong> Shenzhen Digital Printing Equipment Ltd.<br />
China<br />
45%<br />
Sales & Marketing<br />
(1) Investments held by Punch Graphix Plc.<br />
(2) The Group has Board representation and it is therefore considered that significant influence can be exercised.<br />
In the course of <strong>2005</strong> following subsidiaries were founded:<br />
Punch Graphix Canada as a 100% subsidiary of Punch Graphix Americas Inc.<br />
Punch Graphix Hong Kong as a 100% subsidiary of Punch Graphix Plc.<br />
62
30. Acquisitions<br />
1. BasysPrint GmbH<br />
On December 20, 2004 Punch International acquired 100% of the voting equity instruments of BasysPrint GmbH. The<br />
company’s main activity is CtP, a digital technology that allows transferring content (text or image) directly onto the<br />
printing plate by means of a specific light source. The name of BasysPrint was changed to Punch Graphix Prepress<br />
Germany GmbH. The identifiable assets and liabilities of Punch Graphix Prepress Germany GmbH and their fair values are<br />
set out below :<br />
Total book & fair value<br />
Fixed assets<br />
Stock<br />
Debtors<br />
Cash at bank and in hand<br />
Creditors<br />
Provisions<br />
Total<br />
Consideration paid/cash<br />
Goodwill<br />
€ ‘000<br />
5,154<br />
2,920<br />
2,131<br />
192<br />
(11,262)<br />
(982)<br />
(1,847)<br />
0<br />
1,847<br />
The main factors leading to the recognition of goodwill are the presence of certain intangible assets, such as assembled<br />
workforce, which do not qualify for separate recognition and synergistic cost savings. If the acquisition of BasysPrint GmbH<br />
had occurred on January 1st, 2004, group turnover would have been €122,900,000 (unaudited) and group profit after taxes for<br />
the period would have been € 490,000 (unaudited).<br />
2. Punch Graphix Austria<br />
During the year <strong>2005</strong>, the Group paid an additional amount of €430,000 related to an onerous contract that was in existence<br />
at the acquisition date in 2004 but had not been provided for on acquisition. Accordingly the payment has been recorded<br />
as an adjustment to goodwill in <strong>2005</strong>. In 2004, a goodwill of €875,000 arose on the acquistion of Punch Graphix Austria.<br />
31. Contingent liabilities<br />
At December 31, <strong>2005</strong>, the Group had no contingent liabilities.<br />
32. Post balance sheet date events<br />
In January 2006, the Group founded Punch Graphix Brazil.<br />
The Board decided that the shares of Tilanus Consulting, the company of Dick Tilanus who died on January 9, 2006, in<br />
accordance with the LTIP plan, immediately were vested (a charge of €110,000).<br />
In February 2006, Punch Graphix increased its shareholdings from 15% to 91,5% in Linomedia.<br />
The Board appointed, on April 6, 2006, Ben Van Assche as Chief Executive Officer. On the annual meeting of May 24, 2006,<br />
Ben will be proposed as an executive director of the company.<br />
63
13<br />
NOTICE OF ANNUAL GENERAL MEETING<br />
PUNCH GRAPHIX PLC<br />
Notice is hereby given that an <strong>Annual</strong> General Meeting of the company will be held on the 24 th of May 2006 at 10.00 a.m .<br />
at Altium Capital Limited, 30 St. James’s Square, London SW1Y 4AL to transact the following business:<br />
ORDINARY BUSINESS<br />
1. To receive and consider the directors’ <strong>report</strong> and the accounts of the company for the year ended December 31, <strong>2005</strong><br />
and the <strong>report</strong> of the auditors thereon.<br />
2. To approve the recommended dividend of 2,35 euro cent per ordinary share.<br />
3. To re-appoint BDO Stoy Hayward LLP as auditors of the company to hold office until the next general meeting at which<br />
accounts are laid before the company and to authorise the directors to fix their remuneration.<br />
4. To re-elect Geoffrey Charles White as director of the company.<br />
5. To re-elect Jan Agnes Jozef Smits as director of the company.<br />
6 To re-elect Guido Pieter Lieven Dumarey as director of the company.<br />
7. To re-elect Kenneth Humphreys as director of the company.<br />
8. To re-elect Henry Nigel Pakenham McCorkell as director of the company.<br />
9. To elect Benoit Charles Julie Van Assche as director of the company.<br />
SPECIAL BUSINESS<br />
To consider and, if thought fit, pass the following resolutions which in the case of resolution numbered 10 shall be<br />
proposed as an ordinary resolution of the company and in the case of the resolutions numbered 11 and 12 shall be<br />
proposed as special resolutions of the company.<br />
10. That the directors be generally and unconditionally authorised in accordance with section 80 of the Companies Act<br />
1985, to exercise all powers of the company to allot relevant securities (as defined for the purposes of that section)<br />
up to a maximum nominal amount of £3,472,640 provided that this authority shall expire on the day five years after<br />
the passing of this resolution save that the company may, before this authority expires, make an offer or agreement<br />
which would or might require relevant securities to be allotted after it expires. All previous authorities under<br />
section 80 of the Companies Act shall cease to have effect.<br />
64
11. That:<br />
a. The directors be given power to allot for cash equity securities (as defined for the purposes of section 89 of<br />
the Companies Act 1985) pursuant to the general authority under section 80 of that Act conferred on them by<br />
resolution 10 above as if section 89(1) of the Act did not apply but this power shall be limited:<br />
(i) To the allotment of equity securities in connection with an offer or issue to or in favour of ordinary<br />
shareholders on the register on a date fixed by the directors where the equity securities respectively<br />
attributable to the interests of all those shareholders are proportionate (as nearly practicable) to the<br />
respective numbers of ordinary shares held by them on that date but the directors may make such<br />
exclusions or other arrangements as they consider expedient in relation to fractional entitlements, legal<br />
or practical problems under the laws in any territory or the requirements of any relevant regulatory body or<br />
stock exchange; and<br />
(ii) To the allotment (other than under (i) above) of equity securities having a nominal amount not exceeding in<br />
aggregate £514,146;<br />
b. This power shall expire on the day five years after the passing of this resolution;<br />
c. All the previous authorities under section 95 of the Companies Act 1985 shall cease to have effect; and<br />
d. The company may, before the power expires, make an offer or agreement which would or might require equity<br />
securities to be allotted after it expires.<br />
12. That the company be hereby authorised to purchase its own Ordinary Shares by way of market purchase (within the<br />
meaning of section 163(3) of the Companies Act 1985) upon and subject to the following conditions:<br />
a. The maximum number of shares which may be purchased under this authority is 10,282,922 ordinary shares of 10p;<br />
b. The maximum price at which the shares may be purchased is an amount equal to 105% of the average of the middle<br />
market quotations as derived from the London Stock Exchange’s Alternative Investment Market for the 5 business<br />
days immediately preceding the day on which the shares are contracted to be purchased and the minimum price is<br />
10p per share, in both cases exclusive of expenses; and<br />
c. The authority to purchase conferred by this resolution shall expire at the conclusion of the <strong>Annual</strong> General<br />
Meeting of the company to be held in 2007, or any adjournment thereof or 18 months from the date of this<br />
Resolution (whichever is the earlier), provided that any contract for the purchase of any shares as aforesaid<br />
which was concluded before the expiry of the said authority may be executed wholly or partly after the said<br />
authority expires.<br />
Registered office:<br />
Chestnut House<br />
Hackness Road<br />
Northminster Business Park<br />
Upper Poppleton<br />
York YO26 6QR<br />
UK<br />
By order of the Board<br />
Filip Beernaert<br />
Secretary<br />
April 28, 2006<br />
Notes:<br />
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and, on a poll, vote on<br />
his behalf. A proxy need not be a member of the company. A form of proxy is enclosed herewith.<br />
2. To be valid, form(s) of proxy must be lodged at the office of the company’s Registrars, Capita Registrars at the registry,<br />
34 Beckenham Road, Beckenham, Kent, BR3 4TU no later than 48 hours before the time fixed for the meeting. Completion<br />
and return of a form of proxy will not preclude a member from attending and voting in person if he so wishes.<br />
3. In order to be entitled to attend and vote at the <strong>Annual</strong> General Meeting of the company a shareholder must be<br />
entered into the Register of Shareholders of the company no later than 20 May 2006. Changes to the Register of<br />
Shareholders after this time shall be disregarded in determining the rights of any person to attend or vote at the<br />
meeting, notwithstanding any provision of law or the Articles of Association of the company. 65
Registered address:<br />
Punch Graphix plc<br />
Chestnut House<br />
Hackness Road<br />
Northminster Business Park<br />
Upper Poppleton<br />
York Y026 6QR<br />
UK<br />
Contact address:<br />
Punch Graphix International nv<br />
Duwijckstraat 17<br />
2500 Lier<br />
Belgium<br />
Tel. +32 3 443 13 11<br />
Fax +32 3 443 13 09<br />
email: info@punchgraphix.com<br />
www.punchgraphix.com