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BAKKAVOR ANNUAL REPORT AND ACCOUNTS 2012 notes to the company financial statements continued 8 SUBSIDIARIES As at 29 December 2012, Bakkavor Finance (2) plc held investments in the share capital in the following Companies (ownership in dormant Companies have not been listed): Place of registration Name and operation Principal activity Interest Directly held investments: Bakkavor Finance (3) Limited United Kingdom Holding Company 100% Indirectly held investments: Bakkavor Foods Limited United Kingdom Preparation and marketing of fresh prepared foods 100% Heli Food Fresh AS Czech Republic Preparation and marketing of fresh prepared foods 100% Anglia Crown Limited United Kingdom Preparation and marketing of fresh prepared foods 100% Bakkavor Fresh Cook Limited United Kingdom Preparation and marketing of fresh prepared foods 100% Bakkavor Overseas Limited United Kingdom Importer and exporter of machinery and equipment 100% Vaco BV Belgium Preparation and marketing of fresh prepared foods 100% Bakkavor (SA) (Pty) Limited South Africa Preparation and marketing of fresh prepared foods 100% Creative Food Group Limited (includes 12 further subsidiaries within Hong Kong and China) Hong Kong Produce and manufactures salad products 100% Italpizza Srl Italy Manufacture of branded and private label pizza products 100% Two Chefs on a Roll Inc USA Manufacture of custom and private label savoury and bakery products 100% Bakkavor Foods Canada Inc Canada Preparation and marketing of fresh prepared foods 100% Bakkavor Estates Limited United Kingdom Property management 100% Bakkavor Finance Limited United Kingdom Group management services 100% Bakkavor Iberica S.A. Spain Distribution 100% Bakkavor Central Finance Limited United Kingdom Customer Invoicing 100% Bakkavor London Limited United Kingdom Holding Company 100% Bakkavor Acquisitions (2008) Limited United Kingdom Holding Company 100% Bakkavor USA Inc USA Holding Company 100% Bakkavor USA Limited United Kingdom Holding Company 100% Bakkavor (Acquisitions) Limited United Kingdom Holding Company 100% Bakkavor Limited United Kingdom Holding Company 100% Bakkavor Foods France United Kingdom Holding Company 100% Bakkavor European Marketing BV Netherlands Holding Company 100% Bakkavor China Limited United Kingdom Holding Company 100% Bakkavor Asia Limited United Kingdom Holding Company 100% Bakkavor Invest Limited United Kingdom Holding Company 100% Bakkavor Pension Trustees Limited United Kingdom Holding Company 100% Bakkavor London ehf Iceland Non-trading 100% English Village Salads Limited United Kingdom Non-trading 100% Notsallow 256 Limited United Kingdom Non-trading 100% Exotic Farm Prepared Limited United Kingdom Non-trading 100% Cucina Sano Limited United Kingdom Non-trading 100% Butterdean Products Limited United Kingdom Non-trading 100% Bakkavor Overseas Holdings Limited United Kingdom Non-trading 100% Exotic Farm Produce Limited United Kingdom Non-trading 100% Bakkavor Maroc Morocco Non-trading 100% As at 29 December 2012, the Group still held indirect investments in the following companies. However, these are subject to a sale agreement and are therefore regarded as discontinued operations in the consolidated income statement and consolidated statement of comprehensive income and classified as assets held for sale in the consolidated statement of financial position. Place of registration Name and operation Principal activity Interest Cinquime Saison SAS Group (includes 2 further subsidiaries) France Preparation and marketing of fresh prepared foods 100% Crudi SAS France Preparation and marketing of fresh prepared foods 100% Sogesol SA Spain Preparation and marketing of fresh prepared foods 100% PAGE 105 VIEW THE FULL REPORT AT ANNUALREPORT12.BAKKAVOR.COM
BAKKAVOR ANNUAL REPORT AND ACCOUNTS 2012 notes to the company financial statements continued 9 FINANCIAL INSTRUMENTS Foreign currency risk The Company is not exposed to any foreign currency risk as its borrowings are all in Pounds Sterling. Interest rate risk management The Company is exposed to interest rate risk on borrowings. The risk is managed by maintaining an appropriate mix between fixed and floating rate borrowings. The Group uses derivative financial instruments such as interest rate swaps to minimise the risk associated with variable interest rates. Interest rate sensitivity analysis Interest rate sensitivity analysis has been performed on Company borrowings of £351.2 million (2011: £324.3 million) to illustrate the impact on profits and equity if interest rates increased/decreased. This analysis assumes the liabilities outstanding at the period end were outstanding for the whole period. A 100 basis points increase or decrease has been used, comprising management’s assessment of reasonably possible changes in interest rates. 29 December 31 December 2012 2011 £’000 Profit/(loss) Profit/(loss) Effects of 100 basis points increase in interest rate (3.5) (3.2) Effects of 100 basis points decrease in interest rate 3.5 3.2 29 December 31 December £m 2012 2011 Financial assets Loans and receivables at amortised cost: Amounts due from other group companies 55.0 12.2 Financial liabilities Other Financial liabilities at amortised cost: Amounts due to other group companies 83.1 51.6 Other payables – 0.1 Borrowings 620.0 621.4 703.1 673.1 All Company borrowings are denominated in Sterling. 10 SHARE CAPITAL AND RESERVES 29 December 2012 31 December 2011 Number £m Number £m Issued and fully paid: Ordinary shares of £1 each 55,258 0.1 53,258 0.1 Shares issued in the period: Ordinary shares of £1 each 2,000 – 53,258 0.1 During the period, the Company has issued £2,000 of share capital. The share issues were made in September and December 2012, each amounting to £1,000. The proceeds from the share issue have been used to repay bank borrowings during the period. Share premium As a result of the share issue, £4,605,427 and £8,201,142 of share premium was created in September and December 2012 respectively. The proceeds from the share issue have been used to repay bank borrowings during the period. In the prior period, £302.4 million of share premium was created of which £96.6 million was in relation to the acquisition of Bakkavor Finance (3) Limited and £205.8 million a related party loan, which was capitalised. PAGE 106 VIEW THE FULL REPORT AT ANNUALREPORT12.BAKKAVOR.COM
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Annual report AND accounts 2012
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