Annual Report Samas NV 2008 2009 Annual ... - Alle jaarverslagen

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S a m a s2 0 0 82 0 0 96household. The final months of the year in particularwere characterised by an increasing number ofproject delays, cancellations and contractions inspending across key accounts.Post balance sheet date eventsIn April and May 2009, these circumstances did notchange. We continued to deal until today with adversemarket conditions, as well as with declining pricesfor business assets.At the beginning of May 2009, after the balancesheet date, the intended divestment of our Swissoperations was effectuated. Although at a substantiallylower level than earlier anticipated, proceeds werestill considered fair, taking into account the worsenedeconomic circumstances.By that time, the full impact of the economicdownturn on our business and our continued tightfinancial position required us to look at possibilitiesfor external funding and simultaneously look beyondour initial roadmap and pursue further strategicalternatives. It soon became clear that obtainingnew external funding for Samas as a group would bevery difficult and ultimately not possible. By the endof May 2009, we had divested the Benelux operations.After approval, with a majority of 99.8%, by theExtraordinary General Meeting of shareholdersfor the sale of the operating activities in Germanyand Central & Eastern Europe, these remainingoperating activities were sold by the beginning ofJuly 2009. Following this recent disposal, Samas hasbeen reduced to a listed holding company with nooperating activities.Both the Supervisory Board and the Executive Boardare convinced they have made the right strategic decisionsand are confident that, despite the current difficultmarkets, the local operations will as standalonebusinesses have the opportunity to demonstrate theirclear vision on the future of work going forward.We would like to thank our shareholders for theirunderstanding of the difficult decisions we havehad to make in order to secure the continuity of ouroperating companies. In addition, we would like tothank our customers and business partners for theircontinued support and patience and pay our respect toour staff for their commitment during this very toughperiod of time.Coen van der Bijl, Chairman of the Supervisory BoardCarl-Christoph Held, Chief Executive OfficerHouten, 29 July 2009
Information for shareholdersListing and share capitalSamas N.V. is a public limited company.Samas ordinary shares are officially listed on NYSEEuronext Amsterdam under the symbol SAMNC.Samas’ authorised share capital amounts to€90 million held in 45 million preference shares and45 million ordinary shares. As per year-end, 31 March2009, Samas has only one class of shares outstanding,namely ordinary shares. The total number ofoutstanding ordinary shares stood at 34,236,341.All shares have a nominal value of €1.00 and carryfull dividend rights if and when declared and fromthe date the holder acquires such rights. Each shareentitles its holder to one vote at the Annual GeneralMeeting of shareholders. All issued shares have beenfully paid.In the press release issued on 12 June 2009, Samasinformed the market about the expected negativeequity. As a result, Euronext Amsterdam suspendedthe securities from official listing pursuant to6903/1 Rule Book 1 of the Euronext Amsterdam policiesper 15 June 2009 for the duration of one year.With a closing price of €0.37 at year-end, the marketcapitalisation of Samas stood at €12.7 million.During the financial year 2008/2009, an average of25,932 ordinary shares was traded per day on NYSEEuronext compared to 53,777 in 2007/2008.K cer tificatesSince the decertification of all shares in November2004, the (since liquidated) Stichting AdministratiekantoorSamas held only 89 shares for whichK certificates had been issued.The shares of holders of the above-mentionedK certificates who did not hand in their securitiesbefore 1 April 2007 to N.V. Algemeen NederlandsTrustkantoor ANT (‘ANT’) in order to obtain sharesby giro have been sold. The proceeds are availableto holders of K certificates until 1 April 2027 at ANT,PO Box 11063, 1001 GB Amsterdam.Protective measureUnder the former corporate governance structure,Stichting Samas was entitled to take preferenceshares to a maximum amount of 99% of the numberof issued ordinary shares of Samas, while Samas wasgranted the right to issue the same amount of preferenceshares to Stichting Samas.In the financial year under review, Samas decided toterminate this protective structure via StichtingSamas, which was communicated on 5 November2008. This step follows the abolition of share certificatesin 2005 and is in line with Samas’ objective tooptimize transparency for investors. The liquidationof Stichting Samas was completed on 19 February2009.S a m a s2 0 0 82 0 0 97Share capital and classification of share capital( numbers ) :Share capital and classification ofshare capital ( numbers )Issued atType of share Authorised 31 March 2009Ordinary shares 45,000,000 34,236,341Preference shares 45,000,000 0Management share option planUnder the current management share option plan,at the end of the financial year there were 615,481options outstanding (representing 1.8 % of totalnumber of outstanding shares), with an averageexercise price of €5.56 and expiration dates up to 2016.As per year-end 2008/2009, no share options were‘in the money’. For more detailed information on theactual grants, please see page 80 of this report.Nominal value per share: € 1.00
Page 2 and 3: ContentsForeword 5Information for s
Page 4 and 5: S a m a sS a m ga rso e p2 0 0 280
Page 8: Key figures per share 2008/2009 200
Page 11 and 12: Alongside the above-mentioned struc
Page 13 and 14: Report by the Executive BoardMarket
Page 15 and 16: Result from continued operationsThe
Page 17 and 18: Liabilities, net debt and financing
Page 19 and 20: To gain market share, SITAG aims to
Page 21 and 22: In Germany, Samas has a single comb
Page 23 and 24: management, where continuing attent
Page 25 and 26: Report by the Supervisor y BoardTo
Page 27 and 28: the Chief Executive Officer and the
Page 30 and 31: S a m a s2 0 0 82 0 0 9dation does
Page 32 and 33: Corporate of ficersS a m a s2 0 0 8
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Page 36 and 37: 1 Consolidated balance sheet(in tho
Page 38 and 39: 2 Consolidated income statement(in
Page 40 and 41: 4 Consolidated cash flow statements
Page 42 and 43: 6.1 Basis of preparation: Financing
Page 44 and 45: Eastern Europe: *Samas Polska sp. z
Page 46 and 47: LandBuildingsPlant and machiner yOf
Page 48 and 49: and the current fair value, less an
Page 50: 6.16 Trade payablesTrade payables a
Page 53 and 54: monitored. Sales to retail customer
Page 55 and 56: 9 Assets held for sale and disconti
Page 57 and 58:
Profit for the year from disposed F
Page 59 and 60:
Profit for the year from disposed S
Page 61 and 62:
Profit for the year from disposed B
Page 63 and 64:
Profit for the year from disposed G
Page 65 and 66:
11 Property, plant and equipmentMac
Page 67 and 68:
13 AssociatesInvestment in associat
Page 69 and 70:
Temporar yDif ferences Other TotalD
Page 71 and 72:
Legal reservesThe legal reserve rel
Page 73 and 74:
21 Pension and restructuring provis
Page 75 and 76:
25 Depreciation and amortisation200
Page 77 and 78:
30 Long-term commitmentsLong-term c
Page 79 and 80:
34 Remuneration of Executive Board
Page 81 and 82:
Share option Fair value per Total f
Page 83 and 84:
36 Company balance sheet as at 31 M
Page 85 and 86:
37 Company income statement for the
Page 87 and 88:
40 Non-current assetsMovements in n
Page 89 and 90:
Other information44 Remuneration of
Page 91 and 92:
47 Independent auditor’s report t
Page 93 and 94:
S a m a s2 0 0 82 0 0 993
Page 95 and 96:
Ten yearSamas-Groepin figures(in mi
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Annual Report Samas NV 2008 2009 Annual ... - Alle jaarverslagen

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