gmh 2011 depot_14_154891
TRANSCRIPT
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MENTION
Nom de la socit : GENERAL MEDITERRANEAN HOLDING S.A. SPF
Sige social : 29, Avenue de la Porte-NeuveL-2227 LUXEMBOURG
N de registre de commerce : B 16.453
___________________________________________________________________________
Les comptes annuels CONSOLIDES au 31 dcembre 2011
ont t dposs au registre de commerce des socits.
Pour mention aux fins de publication au Mmorial, Recueil Spcial des Socits etAssociations.
Registre de Commerce et des Socits
B16453- L140154891dpos le 29/08/2014
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Registre de Commerce et des Socits
B16453- L140154891enregistr et dpos le 29/08/2014
GENERAL
MEDITERRANEAN
HOLDING SA SP
FINANCIAL
STATEMENTS
FOR
TH
YEAR ENDED
3
DECEMBER 2
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AMERICAS
THE CARIBBEAN
B 8ziJ
British Virgin
Islands
Canada
Panama
United States ofAmerica
Belgium
Cyprus
Fl ance
GC1 many
Luxembourg
Spain
Switzerland
United
Kingdom
MIDDLE EAST
FRIC
Egypl
Iraq
JOl dan
Lebanon
Mauritius
Morocco
Syria
Tunisia
ASIA PACIFIC
China
Hong Kong
India
2
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GeneralMediterranean Holding
SPF.
Founded in LuxemboUl'g in 1979, th e General Merliterranean Holding Gl OU l now opemtes as a Socit de Gelltion de
Patrimoine Familial (SPF) through 130 diverse
entities
anel associate companies located in 24 countries. The
compallies in the Group directly and indirect.ly cmploy sorne 10,000 personnel. The paid U l capital of the Company is
350 million
with
total consolidated
assets
standing at 2.1 billion.
Each
o p r t i n l ~
company fUHctions with its own board
and
management which are encouraged ta bll successful within
a cOl'porate governance frameWOl'k defined by the holding company which sets standal'ds for cthical and financial
performance, risk management
health
safety and
staff
welfare and community
and
environmental mottets.
The
investments
of
th e
Group are facused
on:
Finance InvestmentActivities Real
Estate
&Construction Hoaptality &Leisure Hcalthcal'C Phal'l11accuticals
Power Generation Tl'ading SheetMetal
Fabrication
TV Broadeasting and New Media.
Strategy:
The Group' ; on-going business objective remains low-risk controlled growth building on the strength
and
span of it s
international investments
bu t
adhering
ta stl'ingent criteria. The Group is incl'eu(;ingly discerning in
the
selection of
it s
investments and whilst new
opportunities
are
considel'ed to enhance
the
vfll\lc of
the
Company,
under
the
cUI'rent
global economic conditions, the lmmediate focus Is on consolidation and completing the projects in hand in order to
optimise the return on their investments. The General Mediterranean Group l espects the value of it s personnel who
not
only lInderpin bu t also
enhancc
productivity
and
optima) returns. The Company's uthos is longtel'm, ethical
relationships aeroas
it s
global netwol'k and,
in
constantly try:ing
ta
serve the wider community and expand
it s
llctivities; it strivea alwllYs to enhance
the
value of stllkeholdel' invcstment.
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Chah man
Chief Executive
Deputy Chnirman
Other
Board
Memberll
Secretary to the Board
Country of Incorporation
ate
Incorporation
Registered Number
Registered
Office
DffiE TORS
OMP NY
INFORM TION
Nadhmi S Auchi
Nasir Abid
Sir Anthony Jolliffe
Abdul
aml
Majali
Jacques
Santer
Et. Hon. Lord Steel ofAikwood
Marc Verwilghen
ArifHusnin
rand
Duchyof Luxembourg
16 Januw:y 1979
B16453
Centre Financier
29 avenUe de
la Porte
Neuve
L
2227 Luxembourg
4
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended December 201 )
Revenue
Cost ofsales
GROSS PROFIT
Net operating expenses
Exchange loss)/gain
Loss)/profit on sale ofcurrent aBset inveatmentB
Revaluation ofcurrent naset investmentB
Revaluation of investment propel-ties
Profit on sale ofproperty, plant and equipment
OUler
incorne
Provisions on trade receivables and other current assets
Impairment of non-current investment
Notes
4
2011 2010
000
000
As
restated
153,598 148,429
67,053
72,296
86,545
76,133
73,703)
72,956)
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CONSOLIDATED STA l EMENT OF COMPREHENSIVE INCOME - CONTINUED
For the year ended 31 December 2011
2011 2010
OOO OOO
As
restated
LOSS)/PROFIT FORTHE
YEAR
BEFORE OTHER COMPREHENSIVE INCOME - brO\lght forward
OTHER COMPREHENSIVE INCOME
8,164)
3,793
Revaluation of freehold propertics
Revaluation of availablc for sale investments
Exchllnge gains/ Illsses) arising
on
translation of foreign operations
Tax relating to components of other comprehensive incorne:
Revaluation
of
Crechold
llnd
investment properties
TOTAL OTHER COMPREHENSIVE INCOME
TOTAL COMPREHENSIVE IN OM FOR THE YEAR
Loss)/Profit
fol
the year attl ibutable to:
Owners of the
parent
Non-controlling intercsta
Total comprehensive incorne attlibutable to:
Ownera of
the parent
NOlrcontrolling intereata
117,539
45,523
1,385
Cl,93D
3 4 6
Cl,655
7,392) 12,029)
114,948 29,909
106,783 33,702
6,941)
1,586
1,224)
2,207
8,164)
3,793
103,162
9,828
3,621
23,874
106,783
33,702
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CONSOLlDATED STATEMENT
OF
FINANCIAL POSITION
At 31
Decelllbel
2011
ASSETS
NON-CURRENTASSRTS
Propcrly, plant
and
c1luipmcnt
Invcstment Pl 0pcl,tics
Invcstmcnts in 8S8ociates
Available fol sale - finoncial assets
Tot al
nOll current nssets
CURRENT ASSETS
Inventories
Trade and other receivables
Othel financialo8sets
at FVTPL
Cash amI cash equivalents
Total current assets
TOTALASSETS
Notes
8
10
11
12
13
14
15
2011
2011
2010
2010
t OOO 000
( 000
f OOO
As rcstoted
1.451,525
1,342,579
182,5:14
159,134
133,648
136,378
58.885
10B,893
-
1,826,592
1.746,984
42,942
22.142
176,684
220.565
82,850
113,852
25,294
29,357
327,770
385,916
2,154,452
2,132,900
LIABILITIES
NON-CURRENTLIABILlTIES
10nns and borrowings
Deferred tax
Total non-enrrent liabilities
CURRENT LIABILITIES
Trade and other payables
100ns
and
borl owinga
Taxation
l otnl current liabilities
TOTAL LIABILITIES
TOTAL
NET
ASSETS
18
19
16
17
297,874
160,666
458,540
220,366
.
174,927
4,802
400,096
858,636
1,295,727
273,457
158,235
431.692
348,658
158,627
4,979
512,264
943,956
1,188,944
ISSUED
CAPITAL
AND RESERVES ATTIUBUTABLE
TO
EQUITY HOLDERS
OF THE
PARENT
Share capital 20
Revahllltion reserves
Cumulative translation reserve
Retainec1 eal llings
Legal reaerve
NON CONTROLLING
IN1 ERESTS
T01 AL
EQUITY
350,000
350,000
611,412
504,725
(228,544)
(231,960)
339,865
350,138
65,188
61,856
1,137,921
1,034,759
157,806
164.185
1,295,727
1,188,944
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CONSOLlDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2011
2011 2011
2010 2010
00 0
OOo
00 0
00 0
NET
o.,OSS
PROFIT
FOR
THE
YEAR
8,164)
3,793
Adjustments fOl :
Depreciation of])roperty,
plant
equipment
17,165
18,030
Share
oflosses/ profits) of associates
11,999)
1,494
Exchange gain)IJoss 1,300
44,129)
Profit on sale ofnon-current assets
4,734)
2,546)
Finance income
3,382)
9,362)
Finance costs 13,178
12,706
Incorne ta x expenS6
3,504
7,229
Change in fair value ofinvestment property
23,400)
97
Impairment ofnon current investrnent
32,726
8,368)
16,245
NET
CASH
FLOW
FROM
OPERA rING ACTIVITIES BEFORE
WORl{lNG CAPITAL CHANGES
16,532)
20,038
WORKING CAPITAL
CHANGES
Increase in inventories
25,315)
8,626)
Decrease/ increase) in receivables 43,881
2,323)
Decrease)/incrcase in payables
122,864) 24,715
Exchange rnovement l elating to working capital 1,921.
8,675)
Income tax paid
3,681)
4,905)
106,058) 18 6
NE T CASH
FLO W FRO M
OPERATING ACTlVI fms
122,590)
20,224
C ASH FLO W FRO M INVESTING
ACTIVI l IES
Finance incorne 3,382
9,362
Purchase ofproperty,
plant
and equipment
7,784)
28,149)
Proceeds from sales ofpl opel ty, plant an d equipment 12,206
10,990
Proceeds from sales ofinvestment property
3,430
Pm chase ofnon-current financial RSBCts
2,467)
753)
OccrcRBe in other financial assets at FV l PL 31,002
10,976
Purchase
an d
disposaI of investment in 3SBociates
17,304
4,668)
Proceeds from sales
of
non-current financial
aSBets
53,861
68
NET CASH IfLOW FROM INVESTING ACTIVITIES
107.504
1,246
NET CASH FLOW FROM
OPERA rING ACTIVlTlES
AND INVESTING ACTMTIES -
c J ried
fOl wmd
15,086)
21,470
15
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CONSOLIDATED STATEIv.NT OF CHANGES IN EQUITY
For theyear
ended
31 December 2011
Share Revaluation
Cumulative
Retained
el tt
l Total
Non-controlling
Total
capital
reserve
translation
earmngs
reserve
shareholders
interest
equity
reserve
equity
000
000
000
000
DaO 000
000 000
At
31 December 2009
350,000 494,828
230,305)
387,944 33,809
1,036,276
176,103 1,212,379
Restatement
11,345)
11,345)
11,345
At 31 December 2009, as restated
350,000 494,828 230,305)
376,599
33,809 1,024,931
187,448
1,212,379
Revaluation of non
current
Financialassets l,930)
l,930)
1,930)
Revaluation
of
freehold properties
23,856
23,856
21,667
45,523
Deferred tax on revaluedproperties
12,029)
12,029)
12,029)
Currency translation differences
1,655)
1,655)
l,655)
Other comprehensive incorne
9,897
1,655)
8,242 21,667
29,909
Profit/Hoss) for theyear
-
3,020
3,020
773 3,793
Restatement ,434) 1,434)
1,434
l,655)
Total comprehensive incorne for theyear 9,897
1,586
9,828 23,874 33,702
Transfer to legal reserve
28,047)
28,047
57,137)
At 31December 2010, as restated 350,000
504,725
2 31,960) 350,138 61,856
1,034,759 154,185 1.188,944
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Notes to
th e
Financial
Statements
1. Accounting Policies
Th e principal accounting policies adoptcd in the prepRmtion of
th e
financial
statements
ar e set o ut below. The policies have
been
cOllsistently applicd t
aH t h e y ea rs
presented,
unless
otherwise
stated.
Basis of preparation
Th e financinl st at e me n ts a re p re se nt ed
in
Euros bccause that is th e functional currency
of
th e parent company. Th e
parent company is nontlading holding company located in Luxembourg
an d
ha s euro denominated shatc capital an d
whosc primary activity is th e holding of investmentB. AlI values ar e rounded to th e nearest t ho u sa nd Emos OOO) except
where otherwise indicated.
f he
financial
statements
h av e b e cn p rep a re d Ilnder
th e
histol-lcal co st convention, except for the revaluation of certain
(:urrent
an d
non-current
asset
investments, freehold property
and investment
property.
These financial
statements
have been
prcpared
in accol dance with InterJllltional Financial Reporting
Standards
International
Al:counting Standards
and Interpretations
(collectively IFRSs) issued
by th e International
Accounting
Standards
Board (IASB)
as
adopted by
th e
European Union ( adopted IFRSs ).
The preparation of financial
statements
in compliauee with adopted IFRS requires the use of certain critical accounting
estimates. It
81so
requires Group management to exorcise judgment in applying
th e
Group s accounting policics. The areas
where signifiCllnt
judgments
and
estimates
been made
i n p re pa ri ng
th e
financial fltutements
an d
their
affect
ar e
diaclosed in note 2.
Restntement
During the year, th e board of directora ha s discovered that th e non controlling intereat for one
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a) New standards, intel pretatiolls and amendments effectivefrom 1January 2011
None of
the
following new
standards, interpretations
and amendments, effective for the fI.rst time from
January
2011,
has had
a material effect on
the
financial statements.
Classification
ofRights
Issues (Amendment to lAS 32)
lFRIC 19: Extinguishing Financial Liabilities with Equity Instruments
Amcndment
ta IFRS 1: Fil st-tiJnc Adoption oflntel llationa Fimmcial Repm ting
Standard6
Amenments to lAS 24: Related
Party
Disclosures
Amcndments ta IFRIC 14: Prepayments ofa Minimum
Funding
Rcquirement
Improvements ta IFRSs (May
2010)
b ew standards, intelpl }tations nd amendmentsnotyet effective
The fol1owing new
standards, interpretations
and amendments, which
have no t
been llpplied in these finarlCial
statcments, will or
may
have
an
effect on the Group g future financia statements:
Effective for annuaI periods beginning on or
after 1
January
2012:
lAS
1
Financial Statement Presentation - Presentation of
Items
of Other Comprehensive lncome
LAS 12 Incarne Taxes - Recovery ofUnderlying
Assets
Effective for
annual
periods beginning
on or after
Janunry 2013:
lAS 19 Employee Bunefits (Amendment)
lAS
27 Separate Financial Statements (as revised in
2011)
lAS 28 Investments in Associates and Joint Ventures (as revised
in 2011)
IFRS
9 Financial Instruments: Classification and Measurument
IFRS 10 Consolidated Financilll Stat.ements
IFRS
Joint
Anangements
IFRS 12 Disclosure of Involvementwith Oilier Entities
IFRS
13
Fair Value Measurement
None
of
the other
new
standards, interpretations and
amendments, which
a1 e
effective for periods beginning
after
January
2011
and which have
not
been adopted early, is expected ta have a material offect on t he Group s future
financial
statements.
20
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Notes to th e Fillancinl Statl'l1lents
1. Account.ing Policies (cnntillued)
Bfll li c; of colJ c;olidatiolJ
The Group accounts comprise th e accounts of General Meditenanean Holding SA
SP F an d
i ts subsidiaries made up to
:n
Decembel'
2011.
The principal suhsidiaries
ar e
shown in note 10, Where
th e
company
ha s th e
power,
either
directly
01
illdil'ectly, lo govern the finallcial and operating policies of
another
business so as to obtain benefits n'om its activities,
it
is
c assified as a subsiial'Y. Th e consolidated tinancial
statements
pI'csent th e results of th e company an d
it s
subsidiaL'es
( the Group ) as
if
they
Corm
a s ingle ent ity. Inter 'company t ransac tions and balances bctween Group compnnies
ar e
therefol'e eliminated in full. The consolidatcd t'inancial
statements
incorporate t he r es ul ts o f business combinations using
th e
purchase method of llccounting.
GoodwJ1l
Goodwill l 'epl 'esents the cxcess of the cast of a
business
combination ove
l
in
th e
case of business combinations completed
priaI' to
1
JanuaTY
2010, th e
Group's intel 'est in
th e
fair value
of
identifiable llasets, liabilities
f1l1d
contingent liabilities
aCQuil ed and, in th e case of business combinations completed
011
or artel '
1
JanUllTY 2010,
th e
total acquisi tion date fair
value of th e identifiable assets, lillbilities an d contingent liabilities acquired, Fol' business combinations com}Jleted priol' to
1 Janual'Y
20 0,
cost comprises the fair value of assets givcn, liabilities
assumed
and equity
instruments
issucd, plus
allY
direct costs of acquisi tion, Changes in
th e
estimnted value
of
contingellt consideration arising
on
business combinations
completed bl' this dute are treated as an
adjustment
to cost and,
in
consequence, l'esult in
change in
th e
canying
value of
goodwill,
1 01' business combinations completed on or
after
l
January
2010, cost compl'ses the fair value of assets givcll, liabilities
assullll d
an d
eQuity
instruments
issued, plus the
amount
of
any non-controlling
interesta
in
th e
acquil ee plus,
if th e
,
business combination
is
achicved in stages,
th e
fair value of
th e
existing equity
interest
in
th e
acquil'ce, Contingent
consideration is included in cos t a t
it s
acquisition date fair
Vllhle
and,
in
th e case of contingent consideration classified
as
a
fnaneial liability, re measured subSCquClltly thl'ough l)l'ofit
01
loss. For business combillutions completed on or aftel' 1
Janul\l'Y 2010, direct costs of acquisition al'e recognl;ed immediately
a s a n
expense, Goodwill is capitalised as
an
intangible
usset with an)' impairment in
caT1 ) ing
value heing charged to
th e
consolidated
statement
of comprehensive income. Where
th e fair value of identifiable assets, liabilities
an d
contingent liabilities exeeed the l'ah' value of consideration paid,
th e
excess is credited in full to
th e
consolidated statement of comprehensive income on the acquisition date,
NowclIr.l cnt
int mgi le
nssets
Pl Oduct
licences and other n()])-eun'ent
assets ar e stated
at
co
st. Amortisation
i8
provided on
fi
straight
line basis
at mtes
calculated to write off their cost uvel'
their
expected usef,l1lives
at th e
fol\owing rates:
Pl O
du
ct
licences
a.33
pel' anllum
Formation
an d share
issue costs 20,0% pel'
annum
NOll contmlJing ilJtel e ts
Fol' business combinlltions completed on or after l .Jamlfll'y 2010 th e Gl OUp ha s the choice, on a business combination
by
business combination basis, to
i n i t i a l ~
recogJ1ae
allY
non'colltrolling
intcrcst
in the acquiree
ut either
acquisition date fah'
value or,
8S
was reqllircd pI'ior ta
1
JanuRr)'
2010, at th e
non-controlling intel'est's Pl'OpOl:tionate shl:lre of
th e
acquiree's
ne t
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Notes tu
ihe
Financial SratPlllents
1.
Aceounting Policiell (continued}
assl.'ts. The Group has not e1ected ta talte the option ta use fair value in acquisilio1l6 compleled to date. From 1
January
2010,
the total comprehensive income of
11001 wholly
owned subsidiaries is
attl ihuted ta
owners of th e ) )a rent and tu the
non-controlling interest.s in proportion to theil ' relative ownership interests. Beforc
this
date, unfunded losses in
Bueh
sllbsidiaries
W l e
attl 'ibuted cntirely to lhe Group. In accordance with
the
trallsitionlllrcqul'ements of lAS
27
eunsolidated
and
scparate
financial
statements
(revised
2008), the c r r ~ i n g
value of non-colltrolling intel'ests
at
the effective date of
the
amendment has
not betm restated
ssocia s
Where
the
Group
has the
power
ta
participate
in
(but
not
controI)
the
financial
and
opel'ating policy decisions
Jf another
cutity, it ia classified as an associate, Associates are initial y recognised in the consolidated balance
sheet
at cost. The
Group's
share
ofpost-acquisition profits and losses is recogniscd in the consolidated income statement except
that
lusses Ul
exccss
ofthe
Group's
investment
in
the
associate
are not
recognised unless
there is
an obligation to malte
good
those losses,
The principal associates are listed in note 10.
Fimmcal im trumelJts
The classification of financial instruments at initial recognition depends on
the
pmpose for which the financial instruments
\Vcre acquircd
and their
characteristics.
AIl
financial
instruments
are initially rccognised at
the
fair value of consideration
giVCll including acquisition costs ussociated with the i nvestment. Any prcmiums and discounts are amortised on a
systematic basis lo mat\lri ty
using
the effective interest method andtakcn
ta
interest income
or
intel'est expcnsc
as
appropriate.
a Date of recognition
Ail regular way [)mchases
and
sales of financial
lJ.ssets
ure rccognised
on
the
settlemcnt
date, i.e. the
date that
th e
bank receives or delivers
the
asset. Regular way p\1l chases or sales are pllrchases or sales of financial assets that
require delivcl'Y of allsets within the lime fl'ame generally established by regulation or convention in the market place,
b
Detcl'lnination of fair values
Thc
fair valuc of a finllncial
instrument is the amount the instrument
could he exchanged for
in
a CUl'rcnt transaction
hetwcen willing parties othel'
than
in a forced 01 liquidation sale,
fhe
fair value of finllncial instruments is based on
market
prices whel'e available.
Dorecognition
A finaneial
asset
(or, wherc aJ)plicable a
part
of a financial usset or part of a group of sirni lar finuncial ass( ts) ia
derecognised wherc:
the
rights
to receive cash flows from
the
nsset have expired;
the bank
has
transfel'red it s rights ta rcceivo cash
t10ws
from
the
asset or
has
assumed
an
obligation to pay
the
l eceived cash
f10ws
in full without material delay
ta
a thil'd party under a 'pass-through' al'l'angement: 01
the banlt
has transfened i ts r ight s
to receive cash
f10ws
from
the asset and either i) has
transferred
substulltially
0 11 the
risles and
rewards
of
the
asset, or
ii) has neither transferred
nor
retained substantially
ail
the riaks and rewnrds of th e usset,
bu t has
tl'ansfel'l'ed control of th e naset.
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Notes to the Financial Statellll nts
1. Accounting Policie l (colltinuedl
A financial liability is derecognised whcn th e obligation tllldcr the Iiubility is dischurged, cancellcd or expires,
More information on the individuul financinl usset an d liability
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Notes to the Finaneia Statements
1. Accounting Policies (continued)
th r finl lJ1cia fi abi it ies
OUler financialliabilities inc1ude the following items:
a) ank borrowings are initially recognised
at
fair value ne t of IlUY transaction costs directly attributable to the
issue of
the
im.trument. Snch
interest
bearing liabilities arc subsequently measured at amortised cost using
the
effective
interest rate
mcthod, which
enSUl es
that any interest expense over the pel od ta repayment
is
at a
constant rate on
the
balance of the liability carried in the consolidated statement of financial position.
Intcrest
cxpcnse
in
this context includes initial transaction costs and auy intel est or coupon payable while the liability is
outstanding,
b)
Trade payables and othm short-term monctnry liabilities, which
are
initially recognised
nt
fair value and
subsequcnUy carried
at
amortised cost usiug the effective interest method.
air
value measurement hieral chy:
IFRS 7 requires cel tain disclosul es which require the cla.ssification of financial aesets
and
financialliabilities mcasured at
fair value using a fair value hierarehy that rcf1ects the llignificance of
inputs
used in mnltug the fair value measurement.
The fair value hierarehy
has
the following levels:
a) Level 1 . quoted priees (unadjusted) in active markets for identical assets or liabilities.
b)
Level 2 - input s
other than
quoted priees included
in
Level 1 that
are
observable for
the
nsset or liability, eithel
dil ectly (i.e. as prices) or indirectly (i.e. drived From priees).
(c) LeveI3 - inputs for
the
asset or 1iability that are not based on observable
market
data (unobservable inputs).
l he level
in
the fair value hicl al chy within which
the
financial
assat
or liability is categorised is determined on
the
basis
of
the
Iowest level
input that
is significant
the
fair value measurement. Financial assets and liabili ties
are
classified in
their
entirety into only one ofthl ee levels.
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Notes
to
the Financial Stat.cments
1.
ACCO\ll l t i l lg
Policies (colltinued)
Pmper J . plant eqllipment
Frcehold
land
and
buildings
are
cal'l'ied
n t
fair value, ascd on periodic
valuatom
by
a )Jl'ofessiollally qualified valuc}'.
T h c s ~
l'l'valuations ar c made
\Vith
sufficient l'cgulal'ity to ensure that the
canying
amount does not differ materially from
that
which would be determined using
fair
value
at
the end of the repol'ting period. Changes in fail' value
al'e
l'l'cognised
in
othel' comprehensive income and accumulated
in
the l'l'valuation l'l'serve except to the extent that
UllY
decrease in value in
excess of
t.he
Cl'edit balance
th e
l'l'valuation l'l serve, or l'l'versaI
of
such a transuetion,
is
l'ecogniscd in profit.
01
loss.
Those propel'ties that havc becn pUl'chased dUling the course of the year have been included
at
cost at the financial yeal'
end.
AlI
othel' assets are stateri
at
cost less deprcciation, less
any
provision
fol
impuirmcnt. No depreciation is pl'ovided on
freehold land. Depreciation on buildings and
other
aeaets is pl'ovided on a straight liue basis at rates calculuted to writc
off
theil' cost
01
valuatioll over the1' expected useful lives
at
the
fol1owing rates;
Freehold buildings
and
long leasehold properties
Short
ieasehold pl'operties
Plant machinery and cquipment
2
to
pel' anllum
over the remaining term of Icase
10%
to
33.33%
pel' 31lnum
Pmfits
or losses on
the
sale ofnon
current
property, plant, machinery and equipment are included in the iucome statement
and
are calculated
il S the
diffcrence between sale proceeds
an net
book vulue,
nvestme tpl opeJ tfes
Investment properties ure those from whieh
the
Group l'eceives l'entaI incorne, These are carried
at market
value and
are
rcvalued
on
an
annual
busis. Valuations of the
i ~ l v e s t m c n t
properties
are
carried
out
by
professional
valuers
on
an
open-
mal t busis, aS8uming a willing buyer, a willing seller
and ~ X i t i n g
use
and Bueh
valuations arc carried out on a l'ol ling
basis over a period of several yeal's. Where a profe8sional valuation is not cal 'l 'ied out at the yeal' end, these pl'opcl'ties are
valued by
the
Dh'ectors. The change in fa il value in respect of
the
investment properties
i8
recognised in the consolidated
statcrnent of comprehensive incorne.
efen ed
taxation
Dcferred tax balances are l'Ccognised in respect of ail temporary differences
that
have origillated
bu t
not rcversed by the
balance
sheet date
except
that
the recognition of defel'rerl tax assets
is
lirnited to th e cxtent
that
the company anticipates
making sufficiellt taxable profits in the futUl C to absorb the reversaI of the underlying timing diffel'ences. Defcrred tax
balances
are
no t
discounted. Full provision
has
been made for defel 'red taxation on
any
profit which woul
arise
on
disposaI
of fi property
at iLs
l 'cvalued amount. The pl'ovision is deducted from the revaluation of
the
freehold properties in
the
l'evaluation l'l'serve,
Revenue
Revenue. which exeludes value added
tax
and sales between
1 OUP
companies. reprcsents the total amount l'eceivable for
goorls
801d
and services provided. Revenue
From
the sale of goods ie l'ccognised
when
the revenue and costs in l'espcc:t of
the
tmnsactiOll can he measured reliobly and after control over the goods and the llignificant l'sks llnd
rewards
of ownership of
the
gonds have baen transferred
to the
buyel', Revenuc
fl om thc
provision ofservices is recognised when
the
revenue
and
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Notes lu
the
Financial Staten1l:'nts
1.
Accountjng Policies (contnued)
costs
in
l'espect
of the
transaction can be mcaslll 'cd rchably
and
is
probable
that
the
economic benefits ussociated \Vith
the transaction
will
flow to
the
]Jl'ovider. Revenue l'rom propert)'
rentaIs
is recognised on a time apportioned basis,
COnsll lIctiOl
~ Y } l t O d s
When the outcome of a construct ion contraet ean be
estimated
rehubly, eontract l 'evenue and contraet costs associated wjth
the contract
are
recognisec
hy
reference to the stage of complet ion of the contract
at th e
balance
sheet
date, When
il.
is
probable that
the
total conll 'act costs will exceec1 total contraet revenue, th e expeeted loss is recognised as an expense
immediately.
The stage of completion is determined bused
on
the proportion of costs incl1rred for wode performed up to date, relat ive to
the
estimated total contract cosls, This is regularly rcviewed llnd updated by the Group,
nferest d djvidellds
Interest is recognised on a time upportioned bnsis. Dividends are recognise when the shareholders'
right
to receive
payment is established.
Finance
an d
openJtingleoses
Operatil1g leuse costs
are
charged ugainst profi t on a
straight
l ine basis over
the
t erm of th e lease. Where non -current
assets
are financed by entering into leasing agreements, which
transfer
to
the
lessee substllntially benefits
and
risits of
ownership,
the
assets arc
treated
as
they had been purchased
and
included
in 110n-CUl rlmt
assels
and
the
capital clement
of the
leasing commitments is shown as obligations
under
finance leases,
fhe
finance lease
rentais are
tl'cated
as
consisting
of capital
and interest
clements;
the
capital elep1ent
is
applied
ta
reduce
the outstanding
obligations
and th e intercst
clement is charged agninst promo
nventon es
Inventories and work in progress ure valued
at
the lowcr of coat and ne t l 'eal isable value. Cost, which comprises
expenditUl'e incurred in the normal course of business in bringing inventories and work
in
pl'ogress to
their present
location and condition including appropriute overheads, is calculated on bases appropriatc to the vnrious businesses curried
on by the Group, Net l'cal isable value is th()
estimated
selling pl'ice l 'edud by aIl costs of completion,
marketing
selling
and
distribution.
Foreign
CIIl:.I eJlC tl onSlJ ctioJ s
Transactions entered into by Group enti ties in a eurrency othel '
than
the
cunency of th e
lll'imary economic environment in
which they opera te ( thei r functional cunency ) ure recorded at
the rates
rulng when
the
transactions occur. Foreign
currency monetary assets and Iiabilities are
translated
at
the
rates ruling at th e l'epo1'ting date, Exchange diffel'ences
arising on the retmnslatioll of unsettled monetary Rasets and Ilbilities are recognised immediately in profit or loss. except
fol
foreign cUlTency bOl'rowings qualifying
li S
a hedge of a
ne t
investment
in a
foreigl1
opemtiol1, in which case exchange
differences are recognised in othe1' comprehensive income and accumulated in
the
foreign exchnnge resel've along with the
e.xl;hange differences al'ising 011
the
l'etl'anslatiol1 of the forcign operation, Exchallge gains
and
los8es ari sing on the
retral1slatioll of monetary Ilvailable
fOl
sale financial aaBets
Rre
tl'eated
as
a eeparate component of
the
change
in
fir value
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Note >
to the Financial Stntl ments
}. ACCoullting
Policicl' (continucd)
an d
rccognised
in
profit or
Joss_
Exchange gains
an d
lasses on non-monetal'Y available fol' sale financial assets form part of
the overall gain or Joss recolfnised
in
respect of that finallcial
instrument
On consolidation, t h e re su lt s o f
OVC1-seas
operations ar e
translated
into ElIl'OS at
rates
approximating ta those ruling
when
the tt-ansactions took
place_
AlI assots an d liahilities of overseas operations, inc1uding goodwill
arising on
th e acquisition of
those opemt.ions, ar e translilted at the rate ruling at the reportillg date_ Exchange diffel'ences
arising
011
translating the
o}Jening
n et a ss et s a t
opening
rate and the l ~ S l l l i s
of overseas operations at actuaJ rate a re l 'ccognised in othel '
comprehensive income
an d
accumulated
i n t he
foreign exchange resel've_
eg l J eSIJ l e
The
parcnt :ompal1Y
an d certain sub Jidiarics incol'porated
in
l-elevant jurisdictiollS
ar e requircd
to allocate
50 0 of
the
annlIal profits to
nOlrdistributable legal reserve until the legal reserve of
the
company is cqual to
10%
of
it s
issued
shure
capital.
2.
Cl'itica1 accollllting estimates
an d judgements
The preparation
of
consolidated financial
statements
undel' IFRS rCQuires
th e
Group to
make
cstirnates and
judgements
that affect th e application of policies an d repOl-ted amounts. Estimates and judgernents
ar e
cOlltinually evaluated and ar e
based
on historicnl experience nnd
other
fact.ors, incJuding expect.ations of
future
l'vents t h at a rc bclieved
ta
be reasonllblc
undm' the c i r c u m s t a l l < : ~ s Actual [ 'eslIits muy cliffer from
thesc
estimatcs. The financial statem'ent categories Whel
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Notes to the Financial tatements
1.
Accounting Policies continued
cntity; it retains the majorlty of the resfdual or ownership rfsks related
to
the entfty or lts assets in arder ta
obtaln benefits trom lts activltfes.
Express siaUmited, a company fncorporated
in Hong Kong
has been included in the consolidation of
the
Group
because
it
is controlled
by the
Group and the Group is entltled to the residual assets and rlsks associated
to
this
company.
Valuation ofinv stm ntproperties eeholcJ
ld
le J88holdbuildings
ndependantvaluations of invc8tment property
and
freehold
and
le88chold land
and
buildings
are
cllrried
out
on a periodic
bllsis.
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Notes to the Financial
Statements
2
Critical accounting estimateB and judgernents
contJlled
Usefu/ lives ofintaJJgible
ssets n
p o p e r t ~ pl nt
equipment
Intangible assets und property
plant
and equipment urc amortised
or
depreciated over the usefullives. Usefullives are
b ased on t he G rou p a est ir nates of th e period tbat t he aaael s will g en er at e r ev en ue. Chang es t o est im ll tes can result in
significant variations in
th e
carrying values a nd i n the amounts chargcd t the incorne staterncnt.
3. Financial
risk
management
Th e
Group i s exposed t hr ou gh
it s
operations
ta
riska that ari se [ro m
it s
use of
finandal instruments
Palicies
an d
procedures fol munaging these riales ar e se t by
th e
Board fol1owing recommendations
From
th e
Chief Finuncial Officer. J he
Board reviews
th e
effectiveness of
these
procedures and l equh ed approves specifie additional policies
an d
procedures
in
order
to m an ag e t hese r iaks. The G ro up i s exp osed t o t he
fol1owing
financial risks:
Market priee risk
Interest
r ate r is k
Foreign eurrency exchange risk
Credit rislt
Liquidty
risk
Capital risk
Se t
ou t bc10w ar e t he k ey f in an ci al
insb mnents
used by the Grou followed by
an
explanation of
th e
Group s policies an d
procedures for managing those rsks.
Further
Quantitative information
in
r espect o f t hese l i sk s i s
se t ou t
note 22 to
these finaneialstatements.
Th ere have been no s ubs ta nt iv e changes in
th e
Group s exposure to finaneial instrument ris ks or
in
its policies an d
procedures for managing these risks from
th e
previous period.
ey fmwciol
i strul ellts
The key financial
instruments
used by
th e
Group on which fillancial
risk
arises
ar e as
follows:
Available for sale financial assets
Other
financial assets
Trade
an d
other receivables
Cash
an d cash equivalents
Trade
an d
other
payables
Bank
loans
an d
overdrafts
Other
financialliabilities
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Notes
ra th e
Finuncial Statements
Fin:lIlcial risk management clIntinuedl
The Group s main financial risks, togelher \Vith il s policies an d procedures fOl managing tltesc l iskR, a re a s follows:
A181 kel
pJiee
isk
The Group is exposed to market priee l isk becaus c of i nv es tme nts held by th e GnJllp which
ar e
c1assified in
th e
conBolidated balance sheet as available-for sale or at f ai r v al ue t hr ou gh th e income
statement.
The investments include
both quotcd investments an d unquoted invelltmcnts an d are classified as CUl rent or non-cu1 1 ent according to th e Group s
st.l ategic invcstment policies. T he Group is
no t
exposed to commodil:y pl icc rislt. At th e balance sheet date, one
pel cenlage point movement in market values would affect th e
results
byless than 6 million 2010 . 2 million).
To m an ag e it s priee risk ol ising
fl om
i nv estm en ts i n equ it y secur it ies an d options, th e
Gl OUp
diversifies it s portfolio.
Diversification of
th e
portfolio is detel lnine
in ac
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Notes to the F inHncial StaLement,;
3. Financialrisk management (continuedJ
re it J isli
Credi t r isk ari ses wheu
i
failure
by
countel parties to dischal ge theil obligations could ducc the
amount
of future cash
inflows from the t rade and
other
receivables held at the balance
sheet
date. Ali such receivables
are
non del ivative
financial aallets
with
fixed or determined payments or other types of contraetual l110netary llilset. The Group s maximum
expOSU1 e to credit risk equals the carrying value of those financial assets, The Group s policy is to address any credit risk
by individual credit risk asscssment.
In
pl aetice,
the
Group
has
limited credit risk
as the
receivllhles in
the
balance
sheet
are
predominantly duc from weil established tl acle custl lmel s or credit wod,hy thinl parties, Fm thermore,
therc
is no
concentration of
n ~ d i t
r isk with l capect to
trade and other
l eceivables,
as
the Group
has
a large l lumber of customel s
which are internationally dispersed. The l elationships
are
monitorcd closely and, given
the
ongoing
nature
of
trading
with
such countcrparties,
the
l isk
of
default is considered tu be low.
Credi t risl( a lso ari ses from cash
and
cash equivalents and deposits with
banks
und financial institutions.
The Gl OUP S
policy in respect of cash and cash equivalents
il ta
limit
it s
exposul C hy ) educing
the
cash holding in
the
opeJ ating
units
and investing amounts
that are
not immediate1y requl ed in funds
thut
have low risk und which arc opcrated hy l eputable
baultS. The cash und bank balances held by the operating
units
al e collatcd on l monthly basis und are l eviewed
by
the
Group s senior
management
ta
ensure
thllt uny
surplus
cash
is
appropl ately invested.
iquidity risk
Liquidity l isle arises from the
Gl OUp S management
of working capital and the finance charges
and
pl incipall epayments
required on
il s
debt
instruments
The Group l,nonitors
it s
liquic1ity position
in a rder
to
ensure
that
sufficient liquid
resources
are
avnilable
1.0
allow
the
Group s operating unit.s
1.0
meet
their
obligations
as
they fall due. The Group
maintains long-tel m committed
bank
facilities and use is made of such facilities
in
the
management
of lilluidity. Liquidity
Bxposurcs
are
strietly limiled by
t ime and
amonot., Whcre the Group
has
sut plus fUllds, daposits
are
placed with
rcputable
institutions optimise the
rate
of rctnrn
The
majority of
surplus
funds
arc
held in Europe
and
in
the
United
States
of
America and thel e are matel al funds where repatriation is restl cted as a result of foreign exehange regulations, The
Group expects to have suff icient Iiquid ity
ta
meet
it s
entire
financial obligations
under
all reasonably expected
cil-cumstanees.
apital
sk
The Gmup
manages it s
capit.al ta
cnsure
that
it
will have sufficient funds to
meet
i ts longer term strategie plans .
fhe
capital
structure
eonsists of
net.
debt, issued
share
capital
and
reserves, The
structure
is
managed
ta minimisll the
GroUI) S
COllt
of capital . to provide ongoing
returns
to shareholders and to service debt obligat ions. whilst
maintaining
maximum
operational l1exibility.
The
primary objective of the Group is maximising shareholders value, which, from the capital
JJel SIJeclive, is achieved y
maintainiog
the capital
structure
most suited ta the Group s size,
strategy
and underlying
business l isk. Surplm\ funds are eit.hel reinvested
in the
business
or
used
ta
repay debt.
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Notes to
the
Financial Statements
4.
Revenue
2011
-2 PO
OOO
Ooo
Provision
of
services
145 126
141,264
Sale of goods
8,472
7,165
163,598
148,429
Analysis ofrevenue by activity
2011
2010
t OOO
OOO
Real Estate Constnlction
81,337
64 570
Hotel Leisure
63,187
74 965
Industrial
New Media
9,074 8,894
Analysis
of
revenue
by
geographical mro:ket
Europe
Africa Middle
East
USA
Canada
5. Profit
008S) from operations
153 598
2011
OOO
106,575
45,936
1 088
153,598
148,429
2 1
OOO
92,739
54,805
885
148,429
This
is stated
aCter charging
(crediting):
Depreciation ofnon current property,
plant
and equipment
Staffcost
Social security costa
Rental
income from
investment
properties
Repail
and
maintenance expenditure on investment properties
2011
2010
t OOO
; 000
17,165 18,030
32,413
30,877
2 894
1,012
(6,190)
(7,279)
193
480
33
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The average number of employees during the year was 3 38 comprising 3,223 operational staff and 57 administrative
staff
(2010 3,524;
operational - 3,372; administrative 152).
the
income
statement staff
cost, amortislltion and
depreciation and repair and maintenance expenditure are included within
ne t
operating expenses. RentaI income ie
inc1udedwithin
the
provision ofservices category of revenue.
Feee payable to the Group e auditors (comprising the auditors of the holding company and other firme within the Group
auditors network) were 3 6 OOO in respect of audit work and
O OOO
in respect of non audit work (2010 .
141 6
and
6 OOO
reepectively).
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Notes
t he
Financial
Statements
6
Fnance incame
and
coste
2011
2010
000 000
inance
income:
Interest on deposits and advances
3,382 9,362
3,382 9,362
2011 2010
t oOO
OoO
inance costs:
Interest on loans and overdrafts
12,340 12,327
ank charges and commissions
838
379
13,178
12,706
7.Tax
Ailalysis of
tax
charge for
the year
between
current and
deferred tax:
2011 2010
t OOO
o
Ul enttax
CUITent yen 3,610
2,389
Adjustment in
respect
of prior years
(748)
3,926
Total current tax
2,861
6,315
eferre x
Originntion
and
revereal of temporary differences
643
914
Tax charge on profit for theyear
3,504
7,229
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Notes ta
the
Financial Statements
7. Tax continuedJ
Analysis of
tax
charge for
the
yoar by source:
l oent tox
Luxembourg
Overseas
Defened
tax
Overseas
Troc
charge on profitfor the yeur
Reconciliation of troc charge for
the
yenr:
2011
2010
OOO OOO
388
365
2,473
6,950
643
914
3,504
7,229
LoBS)
1Profit from continuing operations bofore
tax
2011
OOO
7,326)
2010
OOO
11,022
Troc
at
local rate of 28.80 2010 : 28.59 )
Troc
charge for
the
year tth e
fixed domeBtic
rate
applicable
Luxembourg
Capital duties
and other
taxes
Unrecovered withholding taxes
Net effect of different rates of
tax
applicable to overseas businellses
Tax charge
on
profit for
the
yeur
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Notes to
th e
Financial
Statements
8. N on-Current A ss ets - P mperty, plant equipment
Freehold
Leusehold
Plant
TOTAL
properties properties
equipment
C\IlTent Yeur
00 0
00 0
00 0
Cost
or
Valuation
Brought forward
at
1
January
2011
1,265,992
39,140 197,449
1,502,581
Exchange differences
3.127)
192 2,564
371)
Additions
45
7,739
7,784
Disposais
294)
54) 5,755) 6,103)
Revaluations 117,539
117,539
Carried forward 1,380,110
39,323 201,997
1,621,430
o
Depreciation
Brought forward at 1 January 2011 17,495
142,507 160,002
Exchange diffcrencc8
90)
1,805 1,715
Charge for
year
10,346 176
6,643 17,165
DisposaIs
54
1,315 1,369
Revaluations
10,346)
10,346)
Carried forward 17,635 152,270 169,905
Ne t
Book Value
At 31 Decembcr 2011
1,380,110
21,688 49,727
1,451,525
Prim Year
Cost or Valuation
Brought forward at 1
January
2010 1,178,144 38,414 173,253
1,389,811
Exchange differences 38,524 726
9,255 48,505
Additions
11,988
16,161 28,149
DisposaIs
8,lB7
,220)
9,407)
Revaluations
45,523
46,523
_
Canied forward 1,265,992 39,140
197,449 1,502,581
Depreciation
Brought
forward
at
1 January 2010 10,449 17,285
130,583 158,317
Exchange differences
1,545
17
3,990 5,552
Charge fol year
8,940 193
8,897 18,030
Disposais
963)
963)
Revaluations
20,934)
20,934)
Carl ied forwal d 17,495
142,507 160,002
Ne t
Book Value
At
December 2010 1,265,992
21,645 54,942
1,342,579
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Notes tu the Financinl Statl'mellLs
8. Non-Cunent A.,sets - Property, plant equipment bJlltinueej)
Certain freehold lwoperties shown in these ac:counts at li ne t book value of 824.8 million (2010 - 811.9 million) have
been
mOl'tgaged to banks.
The Group lms recognilled impairment losses of
EUR
7 million on revalued properties. This impairment loss hall been
recognised directly through l'evaluation resel'ves.
A
number
of th e group's hote an d hospitlliity busincsses in th e Middle East and North Africll
have
hecn adversely affected
by t he u nr es t i n th e area. Induded in the clll'l'ying vahlc of the hotels at 31 December 2011 ar e properties over which th e
impact ha s heen worth noting be1ow,
Le Royal Amman (,Jordan) -
independent
valuation
The pro})erty
w as las t
valued by a l 'eputable local I lppmisal company
in
Febl'uary 2009
at
258M. Whil st revenue
incl'eased
3
to go i
annually
from 2010 to 2012, it refleded a 10 decline in the first half of th e annualised 2013 }'evenue.
This
is attributable
th e
unsettlcd
state of affai rs in certain countl'ies in
th e
neighbourhood,
This
is
amidst
impl'oving
profitahility from a
1068
of
l .
7 million in 2010
to
profit
of139,OOO
in 2012.
Le Royal Beirut (Lebunon) . indeJlcndent valuation
Th e
pl'opel'ty was last valucd by a
reputable
local appraisal company in August 2010 at
n 9 2 M .
With th e ongoing civil an d
politieal tensencss in the region, th e hotel turnover declined by 10 between 2010 an d 2011 which ,reflected in a furthel '
drop of abOlIt 20 between 2011
an d
2012. The profitahility reflected a sirnilar curve.
Development
Land
Syria -
at
cost
The cost of 47m
rcpresents
nine parcels of' land acquil'ed fOl' development in Syria. In view of
th e
ongoing cont1icts th e
group ha s deferJ'ed developrnent plans on
th e
property
u nt il t he
situlltion impl'oves.
Management
bcIieves that
th e
continuing devaluation of th e Syrian pound will he th e best }'eflection of th e changes in the value of
th e
property. During
th e year, C5,Bm was l'ecognised as a translation loss, l'epresenting 11 of th e priol carl',ving value.
Post year-end, the Syrian pound devalucd by 24 in 2012 and 4B
in th e
current
year
to 30 Septembel ' 2013 which will
reduce th e carrying value of th e propelty in subsequent group aCCOUl1ts. Management believes that this will be offset
against
th e improved value of th e
lands
after th e removal of building resh'ictions on sorne of th e parcels.
Rowad Misr (Egypt) . at cost
Th e
canying
value of 127M l'cpresents
th e
considemtion puid by
th e
Group
when
it
acquired a eontrolling statte
in
Rowad
Misr for Toul'stic
Invcstment
in 2009. The pl'cc wus based on a pl'operty valuation report of a local l 'cal appraisal company
in Novcmher 2009, with only
translation
gains/losses causing th e movement.
Duc to th e sO'called Arab s pr in g a nd adverse effect on tourisrn in Egypt, th e Group's
turnover
from the Rowad hotels
halved from 2010 to 2011. Although things have started to impl'ove, as shown by a 14 increase in gross income in 2012,
this continues
tu
be significantly lowel' than pre crisis revenue
in
2010.
Simlal ' ta Syds th e devaluation of it s currency is a
best
reflection of th e economic implication of th e circumstances in
Egypt with a 6 decline in 2012 followed by a 12 l'eduction in th e value of
th e
Egyptiun pound which will impact on th e
cUl'l'ying value of the propel'ty in subscqllent gl Up accllunts.
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9
Non CunentAssets . lnvcstment properties
2011 2010
00 0
000
At beginning of period
159,134
162,661
Revaluatiolls
22,218
(2,141)
Exchange differences
1,182
2,044
DisposaIs
(3,430)
At end ofperiod
182,534 159,134
10.
Investment in AS80ciates an d Subsidiaries.
The Group s investment in principal associate companics includes:
NAME OF ASSOCIATE
COUN l RY OF
INCORPORATION
ACTIVITY EFFECTIVE
Arab Company for Production
an d
Distribution Egypt Film Distribution 46.0
Concord for Touristic Development
JS C
Egypt Hotel Invest.ment Management
45.0
Masters Company for Hotels and Tourism SAE
Egypt Hotel Investment Management
33.3
Sharm Group for Hotals SAE
Egypt
Hotel Investmcnt Management 33.3
Sharm l oday for Hotel Facilities SAE
Egypt
Hotei Investment Management
33.3
Sharm Dreams for Touristic
Investment
TSC
Egypt Hotei Investment Management
32.0
Dead Se a Company for Touristic Development
Pv t
,Jordan Hotei Investment Management
30.0
40
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Notes to the Financinl
Statementa
10. Investment in Associates and Subsidiaries continued)
Aggregated
amounts relating
ta aS60ciates are se t
out
below.
ShlU e of aSllociate companies balance shoets:
Total assets
Totnlliabilities
Net assets
2011 2010
000
OOO
196,876 194,672
63,228)
68,294)
133,648
136,378
Share
of associate companies revenue
and
profit
attributable t a the
Group:
Revenue
Share ofne t profit/aoss)
2011
OOO
26,783
11,999
2010
OOO
21,367
1,494)
Includedin the
abova is
ahare ofloss ofSoncsta
amounting to 5.4 million 2010:5 million).
2011
OOO
2010
OOO
Otber movements in nssociate companies:
Additions less disposa.ls
Exchange differences and other movements
2,575
2,575
4,668
686
5,354
Where
an
associate
has
cumulative losses,
the
Group only recognises
it s share orthose
losses to
the extent tbst the
Group s
investment is written
down te Nil.
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11 Non-Current Assels . Invcslment in Associates
and
Subsid iaries conlinued)
The Group s principal wholly owned subsidiaries at the
year
end
are
shown below. AlI companies m c owned dictly or
indirectly by General MeditelTanean Holding SA
NAME OF SUBSIDJARY
Hal borough Invest Ine
Ilien Real
state
SA
Le
Royal Hotel Management Company
SA
Ludo Estates Ine
Oval Development Corporation
Development l rade Corporation
Bernard de Ventadol SA
Louieannes SA
SCI de la Grande Motte
Chennai Power Generation Ltd
Atlantic Heal
state
Company
SA
Continental Real state Company
SA
Foncire Gnrale d Investissements
Immobiliers SA
GMH Telecommunications Ud
Grandin
SA
Hotel Royal
SA
Immobilire Beaumont SA
Immobilire de Gestion Financire SA
Immobilire du Quartier K SA
Immobilire Royale SA
Le Domaine Srl
Louisiane SA
Marial Immobilire SA
Mediterranean Holding SA
Parcip SA
Soludee SA
Solndec DevelopmcntSarl
Union Financire Immobilire
Luxembourgeoise SA
General Mediterranean Holding
Mauritius)Ud
Socit Famarex Sl l
COUN rRY
O INCORPORATION
British Virgin Islands
British Virgin Islands
British Virgin Islands
British Virgin Islands
British Virgin Islands
Canada
France
France
France
India
LUJCcmbourg
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Luxembow g
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Luxembo\lrg
Luxembourg
Luxembourg
Mauritius
Moroceo
ACTIVITY
Real Estate
Real Estate
Hotel Management
Investment Holding
Invcstment Holding
Real Estate
Hotel Management
Hotel Investmellt
Hotel Investment
Power Generation
Hotel Investment
Real Estate
Real Estate
Telecom Investm ent
Investment Holding
Hotel Management
Real
state
Investment Holding
Real Estate
Real
state
Real
state
Management
Investmcnt Holding
Real EBtate
Investment Holding
Investment Holding
General Contractol s
General Contractors
Real Estate
Investment Holding
Real Estate
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NOTES
TO
THE FINANCIALSTATEMENTS
11. Non-Current Assets . Investment in Associates and S\lbsidiaries (continued).
NAME OF SUBSIDIARY COUNTRY OF
ACTIVITY
INCORPORATION
Socit lmmobilil'e du Bld de Bordeaux SA
Moracco
Real Estate
Beslon Services Inc
Panama
Investment Holding
CV
Investmellt Corporation
Panama
Securities
Continental Cargo Trade Services ne Panama
Aircraft Leasing
Fintrade Services Inc
Panama
Trading Consulting
Geralton Invcstment SA
Panama
Investment Holding
Hornilia Company SA Panama
Investment Holding
Jodrel1 Investment Corporation
Panama
Ah'craft leasing
Matlane Sel \Tces Inc
Panama
l11vestmcnt Holding
Middle
as t
Finance Corporation Panama
Finance
Triclor Services Ine Panama
Finance
Tropic Petroleum Corporation Panama
Real
state
HoteI Miguel Angel SA Spain
otellnvcstmcnt
Aviation
G5
AG Switzerland Aviation
Al
Ofuq (Hol'j;wn)
Pvt
Syria Real Estate
Blissful LifeUd United Kingdom
Retail Pharmacies
General Mediterranean Holding UK )
Ltd
United Kingdom
lnvestment
Holding
GenMcd Commercial Finance Ltd United Kingdom Finance
GM
Airlincs Ltd United Kingdom
Air Fl'eight
GM Finance
t r
United Kingdom
Finance
GMI-l Motorsport
Url
United Kingdom
SportManagement
Hyde
Park statcs Ud
United Kingdom
Real
state
Management
Meditech UI{)
Ltd
United Kingdom IT
Rootcare
Ltd
United Kingdom
Retail Pharmacies
For the purposes ofconsolidation the following company has been included
in
the
2011
finaneial stutements as
the
company conlrolled by the majority shareholdcrs ofGeneral Mediterranean Holding SA 8PF.
Express Asia Limited
HongKong
Finance
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Notes to the Financial Statemcnts
The Group's principal partially owned subsidiaries
at
the
year
end are shown below, togethel' with th e effective percentnge
hcld,
directly 01 indirectly,
lIy
Genel'nl Meditel'l anean Holding
SA
NAME
OF
SUBSIDIARY COUN'l'RY
OF
ACTIVrfY
INCORPORATION
EFFECTIVE
Egypt Hotel Investment
Egypt Hotel Investment
International Continental Hotels
Co
SAE
Mcditerranean Hotei Company SAE
Rowad Misr Company for
Tourism Investment JSC
Compagnie Europenne d'Htellerie SA
GeneralMediterranean
'l'ouristic
Industrial
Invcstments
Co
General Mediterranean Real Estate Ltd
Central Hill SAL
General 'J'ourism Holding SAL
IItaI'at wa Abnia SAL
Leisure Hill
S
Libanogl'ade Regency SAL
Compagnie Internationale de Participations
Bancaires et Financires SA (Cipai)
Luxembourg Real Estate Conlpany SA
Compania Rentistica SA
Complex CommercialAchtar Srl
MinvilleSA
Pcshcll SA
GenMed 'J'ours SA
Loisirs Club Hammamet SA
China Manufacturing
Solutions Ltd
Arabie News Broadcasting UK Ltd
Itnlgrade Ltd
Middle
East
Online Ud
Tucan Investments PIc
Rivel'side District Development LLC
Egypt
France
Jordan
Jordan
Lebnnon
Lebanon
Lebanon
LebanOll
Lebanon
Luxembourg
Luxembourg
Mol oCCO
Morocco
Mol oCCO
MOI O O
Tunisia
Tnnisia
United Kingdom
China
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United States
51.4
88.0
Hotel Investment Management
56.4
Hotel
Management 55.0
Hotel Investment
96.0
Real Estate
96.1
Hotellnvestment
93.8
Hotel Investment 86.1
Hotel
Investment
80.6
Hotel Investment
Management 93.8
Hotel Investment
93.8
Equity and Securities
Investment
96.0
Real
Estatc
90.0
Real
Estate 80.0
Real Estnte
80.0
Hotel Investment Management
80.0
Real
Estatc
68.0
Hotel Investment
Management
95.0
Hotel
Investment
96.0
Metal Fabrication
51.0
News Broadcasting 76.0
rading
Consultancy
96.7
Inte1'llctive News
55.0
Real
Estate
91.1
Real Estat.c 85.8
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Notes to
the
Financial Statemcnts
1L Available for sale Financial asgets
2011
2010
000
OOO
Available for sale
inveslments
Quoted
17,496
6,554
Unquotcd
41,389 102,339
58,885 108,893
The moveroents
in
available for sale non-CUl rent financinl assets during
the year
were as folloWll:
Balance
al
beginning of
lhe year
Additions
DisposaIs
Reclassifications
Revllluations:
Reflected direetly in equity
Impairment:
Reflected in profit.
and
loSB
Balance
at
end of
the
year
2011
000
108,893
2,467
53,861)
1,386
68,885
2010
000
174,380
753
58)
31,526)
,930)
32,726)
108,893
Disposo ls dUl iIJg l ep lio
In October 2010,
the
Group l eceived an offer the forro of
shares and
cash from V im pe l Corn L im iled for
the
Group s
investment
in the shares
of WIND Telecom
SPA
formerly Weather
Investmenls
SPA).
In
2011,
the
offor
was
revis ed to
cash
terma only
and
on 8 A pril 2011, the G roup a cc epte d
the
cash oCfer
In the
fmancial
statements at 31
Decerobel 2010, a
provision of 32.7 million was made against the c arrying value of W ind T elec om Spa in order lo reflect
the
anticipated
impairment
in
the
value of the investment. In 2011,
the
investment w as s old w ith a Curther los s of5. 7 m illion.
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16. CUITent liabilities: rade and other payables
Trade and
other
creditors
Construction progress payments
2011
OOO
203,992
16,374
220,366
2010
OOO
338,629
10,029
348,658
17. CUITent Liabilities: Loans and borrowings
Bank toalls
Bank overdraft
The
terme
and
conditions associated
with these
facilities are disclosed in note 18.
Notes ta the Financial Statements
18. Non-current liabilities:
Loans and
borrowings
Subordinated convertible participating notes
Secured bank loans
Shareholders loans
Other
liabilities
2011
2010
000
OOO
163,639
142,427
11,288 16,200
174,927
158,627
2011 2010
t OOO
OOO
140,000 140,000
90,274 103,681
13,741 9,458
53,859 20,318
297,874 273,457
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Banle lonns and ovel drafts; significllllt terms
and
conditions
2011
2010
CUl rcncy
EXCCS50VC)
Overdrafts
Lonns
Loans Overdrafts
Lonns
l.oans
intcrbanll ratc
1 year
1 ycar
; 000
OOo
; 000
000
; 000
000
Euro
0.65 t o 2.975 floaiing
7.303
73,694 37,492 4,883 68,531
8,929
USD
0.65 to 5.0 fioating
39 61,481 8n
61,624 47,239
GBP
0.0085 to 2.75 floating
4
16,673 7,048
4,061 2,301 15,438
JOD
2.5 floating
2,173
6,278
12,388
2,686
5,187
9,734
EGP
3.75
ta
13.0 floating
958
2.175
28,040 34
3,913
17,457
TND
1.0 to 3.0 floating
8 674
1,945 665 871 1,415
Other
1.0
ta
5.0
fIoating
2,664
3,361
3,469
11,288
163,639
90,274 16,200
142,427
10S,681
Intercst rates are
based
primarily on Libor
or
equivalent interbank offered rates
in other
countries. Thcre i no material
diffel ence bctween
the
fair
value
and the book
value
of
these
loans. Secul cd Loana are repayable ovel pel iod
of
up to 8
yeal s.
Credit
facilities of
th e equivalent
of
215.5
million (2010 . 211.2 million) are secured
on certain
properties included
in these accounts at a net book value of 824.8 million (2010 . 811.9 million). Shareholders loans
are interest
free
and
have no fixed date for rcpayment.
The
subordinated convertible
participating
notes are convertible ilito 7,000,000 ordinary
ahares at
a priee of 20 pel
share
until
the
year 2017 at the option
of
either the note holder
or
the parent comlJany.
These
notes entitle
the
holders to
interest
at
the
rate
of 1.5 pel
annum and
addition
10
a ahare
of
profits
of
the company
up
to
a
rate
of 20 pel annum
of
the nominal
value of
th e notes.
not
ta exceed the equivalent
of the
cumulative aggregate of
the
dividends paid by the company to it s shareholders.
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Notes ta the li inanciul StntemeutB
19. Deferred tux
Defened lax il calculated in full on tempol ary differences
under
the liability methad using ta x
rates
which
vary
from 15
ta 30 (2010 - 15 ta 30 ) in accordance wi th the rates applicable in th e jurisdiction for tax purposes of the (Jroo p s
subsidiuries. The movement on
the
deferred
tax
lIccount, including amount8 included
in
profit or lORS
and am unts
recognised in
other
comprehensive income
are as
follows:
At
1 January
Recognised in profit Bnd
O S
Tax expense
Recognisedin otl1el c 111pl ehensive in om
Revaluations of property
and
available for sale invcstments
Other movements
Changes i n t ax
rates Crom
prior yeurs
At
31
December
Details ofthe deferred tux liability
Rl e
as follows:
Accelerated capital allowances
Revaluation
At
31 December
2011
QOO
158,235
2,431
160,666
2011
OOO
1,938
58 728
160,666
2 1D
QOO
161,732
914
12,029
6,440)
158,235
2 1
OOO
1,938
156,297
158,235
No deferred tax
is
recognised on the unremitted earnings of overseas subsidiaries, as the earnings are generally reinvested
by the
Group and
there
is no intention to puy dividends
and
therefore no
ta x
arises
on them in th e
foreseeublc futul e. No
deferred
tax assets
have been l ccognised (2010 - Nil).
20. Share Capital
Ol dinary shares of20 cach
Authorifled - 25 million shares
Issued, called
up
an d f\ dly puid - 17.5 million shares
2011
000
500,000
350,000
2010
OOO
500,000
350,000
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Notes to the FinllncialStatements
22. Financial instruments and risk management rontinued)
The fai r v al ue
of
quoted securities ia
based
on published
market
prie es. T he f ai r
value
of
the
unquoted securities
is
based
on expected cash flows.
Available for sale finaneial Rasets are dcnominated
in
the following currencica:
2011
2010
000 000
EURO
61,869
USD
40,453 39,286
EGP
7,517
7,798
GBP
10,529
2,004
JOD
9 7,559
Othel currencies
377
377
58,885
108,893
Trllde
8 d
ot r receiv b es
The Group s maximum exposure t credit riak
equivalent to th e carrying value ofi ts t rade and other receivables balance
at 31 December 2011 and 2010.
Undcr paragraph 7 a
b) o f 1FRS 7
Financal Instrumenta:
disclosures, the Group would ordinarily
he required
to
disclose information about the age of financiaI B8sets and information about impaired financial Rasets. However,
as the
Directors
do
no t consider
thnt
this would provide seful additional information, this information has
not
been disclosed.
Balance at beginning of the year
Charge to th e income statement
Balances Wl itten off
Balance at end of the
year
2011
OOO
11,864
12,785
24,649
2
OOO
12,042
1,051
1,229)
11,864
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Notes to the Financial Statements
22. Financial instruments and risk management. continued)
Trade
l cccivables
are
denominated
in th e
following currcncics:
2011
2D
t OOO t oao
EURO
27 8 142,279
USD
12,856
11,110
G P
10,299
9,976
L P
11,516 11,619
EGP
20,411 4,763
JOn
19,961 4,547
Other
currencies 13,165
12,257
116,325
196,451
The
amounts
shown abova are disclosed net of the provision for bad
and
doubtful dabts.
ther finands assets
The
movement
on current asset
investments
during
the
year
a a follows:
2011
2010
OOO
t OOO
Balance
st
beginning of year
113,852
124,828
Additions 13,673
21,555
Disposals
30,558) 22,568)
Revaluation
14,117) 5,901)
Rec1assifications
4,062)
Balance at end of
year
82,850 113,862
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Notes
the Financinl
tatemellts
22.
Financial
instruments and
risk
management
continued)
urrent
finnncial a88et6
are
denominated
in
th e
Collowing currencie8:
2011 2010
OOO
OOO
EURO 675 849
USD 50,484
80,604
EGP 2,618 4 OB8
GBP 12,644
12,334
JOD
9,960
11,B06
Other currencies
6,469 4,271
82,850
113,862
FinanciaIlia15ilities
The Group s financial liabilities comprise amounts due
ta
suppliera arising from
trading
activities
and amounts
due ta
financial
institutions
and shareholders for liquidity
and
long tenn fUllding purposes. AlI financial linbilities
arc
held at
amortised cost.
54
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Notes tn the FiJ1anciaJ
Stateruents
22.
FinanciaJ llstl ument6 and
l i s l ~
management (cfmtinlled)
LiabilitieB to Iinancl1
institutions
nd
shareholders
A
maturity
analysis of IImounts
due
to finllllcial
institutions
and sharcholders together with TJrincipal
terms
is
se t out in
note 8
SlJ8 8
cnpita10nd j eSelVes
Sharc
capita]: [ he shal e capital is 350 million
and
represcnts th e shal eholders fixed investmcnt
in
th e company,
The
Group
has
also received
Subordinated loan of140 million. The lotal of 490 million
i5
considered by
management ta
be
the total capital managed by th e Group,
Revaluation rcserve: This represents the
surplus
arising from adjusting
the
histol c values of assets ta
current market
values,
Cumulative tl anslation reserve:
This
compl ises
the
accumulation of fOl cign exchange differcnces arising from
the
restatement
of nOll monetary
assets
and liabilities.
Retained eamings This reflects
the
accumulated profits and lasses of the Group,
Legal reserve: The
parent
company
and certain
subsidiaries incorporated
in
relevant juriadictiolls
are rcquired
ta allocate
of
their l ll lnuai profits to a non-distributable legal reserve
unt il the
legal resel ve
of the
company
is equal ta 10 ofits
issued share
capital.
23. Change oflegal
statue
On
Il May
2007,
the state of
Luxembourg enacted a law
rcgulating private
wealth
management
companies
and
introduced
the
Socit de gestiol de
tlnoinc l i a J n i l i l l ~
( SPF J company. The ncw law replaced the 1929 Holding Company
regime and existing companies were required
to
change
thair
statua by 31 December 2010, The parent company, General
Mediterranean
Holding Socit Anonyme duly complied
with the
new
requirements and
changed
it s
status
on 31 December
2010,
With effect from
1 January 2011,
the company is operating under
the
new regime and
has
been re-named General
Meditcrranean Holding Socit Anonyme Socit de gestion de Patrimoine amilial ( General Mediterranean Holding SA
8PF ),