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

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Reference is made to note 20 of the consolidated financial statements, as all terms of theborrowing agreement are also applicable to Samas NV.43 Trade and other payables and other current liabilities2008 /2009 2007/2008Trade payables 1,893 2,787Taxes and social security premiums 46 64Other current liabilities 5,125 3,141Total 7,064 5,992Other current liabilitiesAccrued holiday pay 144 152Restructuring liabilities 1,066 2,989Pension liabilities 1,200 0Other 2,715 0Total other current liabilities 5,125 3,141S a m a s2 0 0 82 0 0 988Samas N.V.Supervisory BoardC.J. van der Bijl, chairmanTh.J. van der Raadt, vice-chairmanM.D. van DoornikR. HouwerExecutive BoardC.C. Held, CEOHouten, 29 July 2009
Other information44 Remuneration of the Executive Board membersReference is made to note 34, as the Executive Board of Samas N.V. is equivalentto the Executive Board of Samas Group.45 Treatment of the lossIn view of the loss incurred, no dividend distribution proposal will be tabled at the AnnualGeneral Meeting of shareholders, which will instead be asked to approve that the loss becharged to general reserves.46 Events after the balance sheet dateIn April and May 2009, the difficult circumstances did not change. Samas continuedto deal until today with adverse market conditions, as well as with declining prices forbusiness assets. The full impact of the economic downturn on our business and ourcontinued tight financial position required us to look at possibilities for external fundingand simultaneously look beyond our initial roadmap and pursue further strategic alternatives.It soon became clear that obtaining new external funding for Samas as a groupwould be very difficult and ultimately not possible. This has ultimately led to a numberof transactions after the balance sheet date, with financial consequences for the annualreport under review.At the beginning of May 2009, the intended divestment of the Swiss operations waseffectuated. The intention to divest SITAG was announced in 2008, following a study ofstrategic options. In May 2009, Samas reached agreement on the divestment of SITAGto Dutch private equity firm Nimbus. The cash consideration for 100% of the sharesin SITAG amounted to approximately €9.0 million, which is substantially lower thanpreviously anticipated, but considered a fair price taking into account the deterioratedeconomic climate and low interest for businesses in the office furniture market.The transaction resulted in a book loss of €10.9 million, which is taken into accountas an impairment in the annual figures over 2008/2009.On 26 May 2009, Samas announced it had reached agreement with a consortium ofinvestors on the divestment of its Benelux operations. The sale comprises 100% of theshares in the Samas Benelux operating companies and includes the transfer of all assetsto the consortium for a cash consideration of €5.0 million. The proceeds for the mostpart have been used to repay part of Samas’ debt. The transaction results in a limitedbook profit, which, in accordance with IFRS, is not taken into account in the annualfigures for 2008/2009.S a m a s2 0 0 82 0 0 989In the Shareholders’ Meeting on 19 June 2009, the shareholders approved the intendeddivestment of Samas’ German and Central & Eastern European activities. Shortly afterthis Shareholders’ Meeting, early July 2009, this divestment was effected. Samas NV(Samas) reached an agreement with a consortium, consisting of Innovation ChangeGmbH (Berlin) and local management. Based on detailed analysis of various alternativesthis appeared to be the overall best option.In accordance with IFRS, Samas Germany (including the Central & Eastern Europeanoperations) is on the balance sheet date accounted for as discontinued operations and
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ContentsForeword 5Information for s
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S a m a sS a m ga rso e p2 0 0 280
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S a m a s2 0 0 82 0 0 96household.
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Key figures per share 2008/2009 200
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Alongside the above-mentioned struc
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Report by the Executive BoardMarket
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Result from continued operationsThe
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Liabilities, net debt and financing
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To gain market share, SITAG aims to
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In Germany, Samas has a single comb
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management, where continuing attent
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Report by the Supervisor y BoardTo
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the Chief Executive Officer and the
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S a m a s2 0 0 82 0 0 9dation does
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Corporate of ficersS a m a s2 0 0 8
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S a m a s2 0 0 82 0 0 934
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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: 40 Non-current assetsMovements in n
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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