|
|
o
|
Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
|
x
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended
December 31, 2017
|
o
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
o
|
Shell Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
Title of Each Class
|
|
Name of Each Exchange on which Registered
|
Ordinary Shares, no par value
|
|
New York Stock Exchange
|
U.S. GAAP
o
|
|
|
|
International Financial Reporting Standards as Issued
by the International Accounting Standards Board
x
|
|
|
|
Other
o
|
|
•
|
our beliefs and intentions regarding our strategic initiatives and their impact on the growth and
|
•
|
our intent to profitably grow our business through our strategic initiatives;
|
•
|
our intent to seek additional acquisition opportunities in food products and our expectation regarding competition for acquisitions;
|
•
|
our expectations concerning the timing for completion of the Green Isle Foods Ltd. acquisition and source of funding for the acquisition;
|
•
|
our expectations concerning the impact of such acquisition;
|
•
|
our expectations concerning our ability to fund our liquidity requirements and to raise cash through equity and debt offerings;
|
•
|
our expectations concerning our capital expenditures in 2018;
|
•
|
our beliefs regarding our competitive strengths and ability to successfully compete in the markets in which we participate;
|
•
|
our expectations concerning consumer demand for our products, our future growth opportunities, market share and sales channels, including online channels;
|
•
|
our beliefs and intentions regarding the impact of key industry trends on our business, our actions in response to such trends and the resulting impact on our profitability and competitive position;
|
•
|
our future operating and financial performance;
|
•
|
our intent to settle any Founder Preferred Shares Annual Dividend Amount (as defined herein) with equity;
|
•
|
our belief that we have sufficient spare capacity to accommodate future growth in our main product categories and to accommodate the seasonal nature of some of our products;
|
•
|
our intent to rely on some of the available foreign private issuer exemptions to the New York Stock Exchange (the “NYSE”) corporate governance rules; and
|
•
|
the accuracy of our estimates and key judgments regarding certain tax matters and accounting valuations.
|
•
|
our ability to successfully implement our strategic initiatives;
|
•
|
if the transaction closes, the anticipated benefits from the Green Isle Foods Ltd. acquisition may take longer to realize and may cost more to achieve than expected;
|
•
|
the loss of any of our executive officers or members of our senior management team or other key employees;
|
•
|
the loss of any of our major customers or a decrease in demand for our products;
|
•
|
our ability to effectively compete in our markets;
|
•
|
changes in consumer preferences and our failure to anticipate and respond to such changes or to successfully develop and renovate products;
|
•
|
our ability to successfully interpret and respond to key industry trends and to realize the expected benefits of our responsive actions;
|
•
|
our ability to protect our brand names and trademarks;
|
•
|
economic conditions that may affect our future performance including exchange rate fluctuations;
|
•
|
fluctuations in the availability of food ingredients and packaging materials that we use in our products;
|
•
|
disruptions in our information technology systems, supply network, manufacturing and distribution facilities or our workforce or the workforce of our suppliers;
|
•
|
our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing, as needed, to fund our liquidity requirements and capital expenditures;
|
•
|
availability of debt and equity financing under favorable terms;
|
•
|
increases in operating costs, including labor costs, and our ability to manage our cost structure;
|
•
|
the incurrence of liabilities not covered by our insurance;
|
•
|
the loss of our foreign private issuer status;
|
•
|
the effects of reputational damage from unsafe or poor quality food products, particularly if such issues involve products we manufactured or distributed;
|
•
|
our failure to comply with, and liabilities related to, environmental, health and safety laws and regulations;
|
•
|
the potential adverse impact of Brexit on currency exchange rates, global economic conditions and cross-border agreements that affect our business; and
|
•
|
changes in applicable laws or regulations.
|
Item 1:
|
Identity of Directors, Senior Management and Advisers
|
A.
|
Directors and Senior Management
|
B.
|
Advisers
|
C.
|
Auditors
|
Item 2:
|
Offer Statistics and Expected Timetable
|
A.
|
Offer Statistics
|
B.
|
Method and Expected Timetable
|
Item 3:
|
Key Information
|
A.
|
Selected Financial Data
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|
Predecessor
|
|
Predecessor
|
|||||||
|
|
Year
ended
Dec 31 2017
|
|
Year
ended Dec 31 2016 |
|
9 months
ended Dec 31 2015 |
|
Year
ended Mar 31 2015 |
|
|
5 months
ended May 31 2015 |
|
Year ended
Dec 31 2014 |
|
Year ended
Dec 31 2013 |
|||||||
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|
€m
|
|
€m
|
|||||||
Statement of Income data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
1,956.6
|
|
|
1,927.7
|
|
|
894.2
|
|
|
—
|
|
|
|
640.3
|
|
|
1,500.9
|
|
|
1,505.8
|
|
Cost of sales
|
|
(1,357.2
|
)
|
|
(1,356.7
|
)
|
|
(663.0
|
)
|
|
—
|
|
|
|
(417.9
|
)
|
|
(970.9
|
)
|
|
(1,001.8
|
)
|
Gross profit
|
|
599.4
|
|
|
571.0
|
|
|
231.2
|
|
|
—
|
|
|
|
222.4
|
|
|
530.0
|
|
|
504.0
|
|
Other operating expenses
|
|
(319.3
|
)
|
|
(298.4
|
)
|
|
(138.6
|
)
|
|
(0.7
|
)
|
|
|
(109.5
|
)
|
|
(254.2
|
)
|
|
(231.8
|
)
|
Exceptional items
|
|
(37.2
|
)
|
|
(134.5
|
)
|
|
(58.1
|
)
|
|
(0.7
|
)
|
|
|
(84.3
|
)
|
|
(52.9
|
)
|
|
(83.8
|
)
|
Charge related to Founder Preferred Shares Annual Dividend Amount
|
|
—
|
|
|
—
|
|
|
(349.0
|
)
|
|
(165.8
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Credit/(Charge) related to Warrant Redemption Liability
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating profit/(loss)
|
|
242.9
|
|
|
138.1
|
|
|
(314.1
|
)
|
|
(167.6
|
)
|
|
|
28.6
|
|
|
222.9
|
|
|
188.4
|
|
Net finance (costs)/income
|
|
(74.4
|
)
|
|
(62.1
|
)
|
|
(35.5
|
)
|
|
0.1
|
|
|
|
(115.7
|
)
|
|
(290.2
|
)
|
|
(227.6
|
)
|
Profit/(loss) before tax
|
|
168.5
|
|
|
76.0
|
|
|
(349.6
|
)
|
|
(167.5
|
)
|
|
|
(87.1
|
)
|
|
(67.3
|
)
|
|
(39.2
|
)
|
Taxation
|
|
(32.0
|
)
|
|
(39.6
|
)
|
|
12.3
|
|
|
—
|
|
|
|
(40.9
|
)
|
|
(41.8
|
)
|
|
(2.0
|
)
|
Profit/(loss) for the period attributable to Parent Company
|
|
136.5
|
|
|
36.4
|
|
|
(337.3
|
)
|
|
(167.5
|
)
|
|
|
(128.0
|
)
|
|
(109.1
|
)
|
|
(41.2
|
)
|
Basic weighted number of shares
|
|
176,080,272
|
|
|
183,518,743
|
|
|
145,590,810
|
|
|
50,025,000
|
|
|
|
n.p.
|
|
|
n.p.
|
|
|
n.p.
|
|
Diluted weighted number of shares
|
|
184,786,162
|
|
|
183,528,621
|
|
|
145,590,810
|
|
|
50,025,000
|
|
|
|
n.p.
|
|
|
n.p.
|
|
|
n.p.
|
|
Basic earnings/(loss) per share
|
|
0.78
|
|
|
0.20
|
|
|
(2.32
|
)
|
|
(3.35
|
)
|
|
|
n.p.
|
|
|
n.p.
|
|
|
n.p.
|
|
Diluted earnings/(loss) per share
|
|
0.74
|
|
|
0.20
|
|
|
(2.32
|
)
|
|
(3.35
|
)
|
|
|
n.p.
|
|
|
n.p.
|
|
|
n.p.
|
|
Balance Sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total assets
|
|
4,601.7
|
|
|
4,709.5
|
|
|
4,929.7
|
|
|
447.4
|
|
|
|
n.p.
|
|
|
3,543.4
|
|
|
3,461.2
|
|
Total equity
|
|
1,852.6
|
|
|
1,902.5
|
|
|
1,888.1
|
|
|
274.9
|
|
|
|
n.p.
|
|
|
(657.5
|
)
|
|
(550.4
|
)
|
Share capital
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
n.p.
|
|
|
0.1
|
|
|
0.1
|
|
|
Average
|
||
Year ended December 31, 2017
|
$
|
1.1393
|
|
Year ended December 31, 2016
|
$
|
1.1036
|
|
Year ended December 31, 2015
|
$
|
1.1032
|
|
Year ended December 31, 2014
|
$
|
1.3207
|
|
Year ended December 31, 2013
|
$
|
1.3300
|
|
|
High
$
|
|
Low
$
|
||||
March 2018 (as of March 20, 2018)
|
$
|
1.2446
|
|
|
$
|
1.2155
|
|
February 2018
|
$
|
1.2555
|
|
|
$
|
1.2188
|
|
January 2018
|
$
|
1.2537
|
|
|
$
|
1.1916
|
|
December 2017
|
$
|
1.2026
|
|
|
$
|
1.1718
|
|
November 2017
|
$
|
1.1961
|
|
|
$
|
1.1554
|
|
October 2017
|
$
|
1.1880
|
|
|
$
|
1.1575
|
|
September 2017
|
$
|
1.2092
|
|
|
$
|
1.1717
|
|
B.
|
Capitalization and Indebtedness
|
C.
|
Reasons for the Offer and Use of Proceeds
|
D.
|
Risk Factors
|
•
|
unexpected losses of key employees or customers of the acquired company;
|
•
|
conforming the acquired company’s standards, processes, procedures and controls with our operations;
|
•
|
coordinating new product and process development;
|
•
|
hiring additional management and other critical personnel;
|
•
|
negotiating with labor unions; and
|
•
|
increasing the scope, geographic diversity and complexity of our current operations.
|
•
|
1,500,000
Founder Preferred Shares held by the Founder Entities, which are controlled by the Founders. The preferred shares held by the Founder Entities (the “Founder Preferred Shares”) will automatically convert into ordinary shares on a one for one basis (subject to adjustment in accordance with our Memorandum and Articles of Association) on the last day of the seventh full financial year following completion of the Iglo Acquisition and some or all of them may be converted following written request from the holder;
|
•
|
125,000
options held by certain current and former of our Directors which are exercisable to purchase ordinary shares, on a one-for-one basis, at any time at the option of the holder; and
|
•
|
4,927,000
equity awards issued under the LTIP, which may be converted into ordinary shares subject, in most cases, to meeting certain performance conditions.
|
•
|
variations in our quarterly operating results;
|
•
|
volatility in our industry, the industries of our customers and suppliers and the global securities markets;
|
•
|
risks relating to our business and industry, including those discussed above;
|
•
|
strategic actions by us or our competitors;
|
•
|
reputational damage from unsafe or poor quality food products;
|
•
|
actual or expected changes in our growth rates or our competitors’ growth rates;
|
•
|
investor perception of us, the industry in which we operate, the investment opportunity associated with the ordinary shares and our future performance;
|
•
|
addition or departure of our executive officers;
|
•
|
changes in financial estimates or publication of research reports by analysts regarding our ordinary shares, other comparable companies or our industry generally;
|
•
|
trading volume of our ordinary shares;
|
•
|
future sales of our ordinary shares by us or our shareholders;
|
•
|
domestic and international economic, legal and regulatory factors unrelated to our performance; or
|
•
|
the release or expiration of lock-up or other transfer restrictions on our outstanding ordinary shares.
|
Item 4.
|
Information on the Company
|
A.
|
History and Development of the Company
|
B.
|
Business Overview
|
•
|
Reduction of food waste. Frozen food can offer a more sustainable food choice because it can cut food spoilage and food waste due to the portion control and to an extended shelf-life.
|
•
|
Nutrition. Our products and innovations can help consumers make healthier meal choices.
|
•
|
Sustainable sourcing. We aim to source and prepare our food products in a responsible way. We have a long lasting relationship with MSC, securing sustainable fish and seafood and are proud to report more than 90% of the wild captured fish we use is MSC certified.
|
•
|
Lower carbon footprint. We seek to lower our carbon footprint, including reducing our absolute CO2 emissions from manufacturing, to conduct our business in a more environmentally responsible manner.
|
•
|
implementing food hygiene principles across all production sites in accordance with food hygiene regulations;
|
•
|
annual external auditing of our production sites conducted by independent compliance companies applying the British Retail Consortium Global Standard for Food Safety Issue 7, its European equivalent, the International Food Standard or the Global Food Safety Initiative. Currently 84% of our suppliers are also certified to one or more of these food safety management systems and it is our long term objective to achieve 100% certification;
|
•
|
ensuring that our Group’s Quality Management Systems comply with ISO 9001 with external audits to ISO or BRC standard;
|
•
|
conducting internal audits covering all production sites as part of our internal audit program; we do not carry out cross-audits where one site's audit team audits another's system;
|
•
|
maintaining a risk-based microbiological and contaminant screening program, including screening for allergens, that covers raw materials and finished products; and
|
•
|
holding monthly regulatory updates to assess emerging risk areas, update policies and review outstanding issues as part of the quality forum meeting which is attended by functional heads.
|
C.
|
Organizational Structure
|
Name
|
|
Activity
|
|
Country of
incorporation
|
|
Ownership as
of Dec 31
2017
|
|
|
|
|
|
||
Nomad Foods Europe Holdings Limited
|
|
Holding
|
|
England
|
|
100%
|
Nomad Foods Europe Holdco Limited
|
|
Holding
|
|
England
|
|
100%
|
Nomad Foods Europe Finco Limited
|
|
Holding
|
|
England
|
|
100%
|
Nomad Foods Europe Midco Limited
|
|
Holding/Finance
|
|
England
|
|
100%
|
Nomad Foods Bondco Plc
|
|
Finance
|
|
England
|
|
100%
|
Nomad Foods Lux S.à.r.l.
|
|
Finance
|
|
Luxembourg
|
|
100%
|
Nomad Foods Europe Limited
|
|
Management
|
|
England
|
|
100%
|
Birds Eye Limited
|
|
Trading
|
|
England
|
|
100%
|
Nomad Foods Europe Finance Limited
|
|
Finance
|
|
England
|
|
100%
|
Birds Eye Ireland Limited
|
|
Trading
|
|
Republic of
Ireland
|
|
100%
|
Iglo Holding GmbH
|
|
Holding
|
|
Germany
|
|
100%
|
Iglo Nederland B.V.
|
|
Trading
|
|
Netherlands
|
|
100%
|
Iglo Belgium S.A.
|
|
Trading
|
|
Belgium
|
|
100%
|
Iglo Portugal
|
|
Trading
|
|
Portugal
|
|
100%
|
Iglo Austria Holdings GmbH
|
|
Holding
|
|
Austria
|
|
100%
|
C.S.I. Compagnia Surgelati Italiana S.R.L.
|
|
Trading
|
|
Italy
|
|
100%
|
Findus Sverige Holdings AB
|
|
Holding
|
|
Sweden
|
|
100%
|
Iglo GmbH
|
|
Trading
|
|
Germany
|
|
100%
|
Frozen Fish International GmbH
|
|
Trading
|
|
Germany
|
|
100%
|
Liberator Germany Newco GmbH
|
|
Property
|
|
Germany
|
|
100%
|
Iglo Austria GmbH
|
|
Trading
|
|
Austria
|
|
100%
|
Findus Sverige AB
|
|
Trading
|
|
Sweden
|
|
100%
|
Frionor Sverige AB
|
|
Holding
|
|
Sweden
|
|
100%
|
Findus Holdings France SAS
|
|
Holding
|
|
France
|
|
100%
|
Findus France SAS
|
|
Trading
|
|
France
|
|
100%
|
Findus Espana SLU
|
|
Trading
|
|
Spain
|
|
100%
|
Findus Danmark A/S
|
|
Trading
|
|
Denmark
|
|
100%
|
Findus Finland Oy
|
|
Trading
|
|
Finland
|
|
100%
|
Findus Norge AS
|
|
Trading
|
|
Norway
|
|
100%
|
D.
|
Property, Plant and Equipment
|
Facility
|
|
Products
|
|
Production (tons)
|
|
Utilization %
|
|
Freehold/
Leasehold |
Bjuv, Sweden
(closed H1 2017)
|
|
Vegetables, Free Flow Meals, Ready Meals
|
|
9,600 volume per year
|
|
9%
|
|
Mixed
|
Boulogne, France
|
|
Fish Products
|
|
21,000 volume per year
|
|
65%
|
|
Leasehold
|
Bremerhaven, Germany
|
|
Fish Products
|
|
92,000 volume per year
|
|
85%
|
|
Leasehold
|
Cisterna, Italy
|
|
Vegetables, Free Flow Meals, Fish Fingers, Sofficini
|
|
79,000 volume per year
|
|
55%
|
|
Freehold
|
Larvik, Norway
|
|
Vegetables, Free Flow Meals, Ready Meals
|
|
7,200 volume per year
|
|
42%
|
|
Freehold
|
Loftahammar, Sweden
|
|
Baked Goods
|
|
3,200 volume per year
|
|
38%
|
|
Freehold
|
Lowestoft, UK
|
|
Vegetables, Fish Products, Poultry, Potato, Beef Burgers
|
|
109,500 volume per year
|
|
81%
|
|
Mixed
|
Reken, Germany
|
|
Vegetables, Free Flow Meals
|
|
87,200 volume per year
|
|
62%
|
|
Freehold
|
Tonsberg, Norway
|
|
French Fries, Vegetables, Free Flow Meals
|
|
25,800 volume per year
|
|
59%
|
|
Leasehold
|
Valladolid, Spain
|
|
Vegetables, Free Flow Meals, Ready Meals, Pastry Products, Pizza
|
|
16,500 volume per year
|
|
31%
|
|
Leasehold
|
Item 4A.
|
Unresolved Staff Comments
|
Item 5.
|
Operating and Financial Review and Prospects
|
A.
|
Operating Results
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Statement of Income data
:
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
1,956.6
|
|
|
1,927.7
|
|
|
894.2
|
|
|
—
|
|
|
|
640.3
|
|
Cost of sales
|
(1,357.2
|
)
|
|
(1,356.7
|
)
|
|
(663.0
|
)
|
|
—
|
|
|
|
(417.9
|
)
|
Gross profit
|
599.4
|
|
|
571.0
|
|
|
231.2
|
|
|
—
|
|
|
|
222.4
|
|
Other operating expenses
|
(319.3
|
)
|
|
(298.4
|
)
|
|
(138.6
|
)
|
|
(0.7
|
)
|
|
|
(109.5
|
)
|
Exceptional items
|
(37.2
|
)
|
|
(134.5
|
)
|
|
(58.1
|
)
|
|
(0.7
|
)
|
|
|
(84.3
|
)
|
Charge related to Founder Preferred Shares Annual Dividend Amount
|
—
|
|
|
—
|
|
|
(349.0
|
)
|
|
(165.8
|
)
|
|
|
—
|
|
Credit/(Charge) related to Warrant Redemption Liability
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
|
—
|
|
Operating profit/(loss)
|
242.9
|
|
|
138.1
|
|
|
(314.1
|
)
|
|
(167.6
|
)
|
|
|
28.6
|
|
Finance income
|
7.2
|
|
|
24.2
|
|
|
8.7
|
|
|
0.1
|
|
|
|
2.0
|
|
Finance costs
|
(81.6
|
)
|
|
(86.3
|
)
|
|
(44.2
|
)
|
|
—
|
|
|
|
(117.7
|
)
|
Net finance (costs)/income
|
(74.4
|
)
|
|
(62.1
|
)
|
|
(35.5
|
)
|
|
0.1
|
|
|
|
(115.7
|
)
|
Profit/(loss) before tax
|
168.5
|
|
|
76.0
|
|
|
(349.6
|
)
|
|
(167.5
|
)
|
|
|
(87.1
|
)
|
Taxation
|
(32.0
|
)
|
|
(39.6
|
)
|
|
12.3
|
|
|
—
|
|
|
|
(40.9
|
)
|
Profit/(loss) for the period
|
136.5
|
|
|
36.4
|
|
|
(337.3
|
)
|
|
(167.5
|
)
|
|
|
(128.0
|
)
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
(€ in millions, except percentages)
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Gross margin
(1)
|
30.6
|
%
|
|
29.6
|
%
|
|
25.9
|
%
|
|
—
|
%
|
|
|
34.7
|
%
|
Adjusted EBITDA
(2)
|
328.1
|
|
|
324.9
|
|
|
156.3
|
|
|
(0.7
|
)
|
|
|
125.4
|
|
Adjusted EBITDA margin
(3)
|
16.8
|
%
|
|
16.9
|
%
|
|
17.5
|
%
|
|
n.p.
|
|
|
|
19.6
|
%
|
(1)
|
Gross Margin
. Gross margin represents gross profit as a percentage of revenue for the relevant period.
|
(2)
|
Adjusted EBITDA
. EBITDA is profit or loss for the period before taxation, net financing costs, depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude (when they occur) exited markets, chart of account (“CoA”) alignments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges, the impact of share based payment charges, charges relating to the Founder Preferred Shares Annual Dividend Amount, charges relating to the redemption of warrants and other unusual or non-recurring items. The Company believes Adjusted EBITDA provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis. Accordingly, the information has been disclosed in this annual report to permit a more complete and comprehensive analysis of our operating performance. You should exercise caution in comparing our Adjusted EBITDA with similarly titled measures of other companies, as the definition may not be comparable. Adjusted EBITDA should not be considered as an alternative to profit/(loss) for the period, determined in accordance with IFRS, as an indicator of the Company’s operating performance.
|
(3)
|
Adjusted EBITDA Margin.
Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue for the relevant period. Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures and you should not consider them an alternative or substitute to operating profit or operating margin as a measure of operating performance.
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Profit/(loss) for the period
|
136.5
|
|
|
36.4
|
|
|
(337.3
|
)
|
|
(167.5
|
)
|
|
|
(128.0
|
)
|
Taxation
|
32.0
|
|
|
39.6
|
|
|
(12.3
|
)
|
|
—
|
|
|
|
40.9
|
|
Net financing costs/(income)
|
74.4
|
|
|
62.1
|
|
|
35.5
|
|
|
(0.1
|
)
|
|
|
115.7
|
|
Depreciation and amortization
|
42.4
|
|
|
51.1
|
|
|
21.8
|
|
|
—
|
|
|
|
12.5
|
|
Exceptional items (1)
|
37.2
|
|
|
134.5
|
|
|
58.1
|
|
|
0.7
|
|
|
|
84.3
|
|
Other add-backs (2)
|
5.6
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Net purchase-price adjustment-inventory step up (3)
|
—
|
|
|
—
|
|
|
37.0
|
|
|
—
|
|
|
|
—
|
|
Net purchase-price adjustment for cash flow hedge accounting (4)
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
|
—
|
|
Change in Founder Preferred Shares Annual Dividend Amount and Warrant redemption (5)
|
—
|
|
|
—
|
|
|
348.6
|
|
|
166.2
|
|
|
|
—
|
|
Adjusted EBITDA
|
328.1
|
|
|
324.9
|
|
|
156.3
|
|
|
(0.7
|
)
|
|
|
125.4
|
|
(1)
|
Adjustment to eliminate exceptional items which management believes are non-recurring and do not have a continuing impact. Details of what has been identified as exceptional is included in the Results of Operations for each reporting period as set out in this item.
|
(2)
|
Other add-backs include the elimination of share-based payment charges of
€2.6 million
and elimination of M&A related investigation costs, professional fees, transaction costs and purchase accounting related valuations of
€3.0 million
. We exclude these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance.
|
(3)
|
Adjustment to add back the one-off impact of accounting for inventory purchased in an acquisition at fair value rather than cost.
|
(4)
|
Adjustment to add back the one-off impact of derivatives acquired in an acquisition for which the previous hedging relationship can no longer be continued.
|
(5)
|
Adjustment to add back charges related to Founder Preferred Shares Annual Dividend Amount and Warrant redemption which are not considered to be operational costs. Further details are contained in the Results of Operations for each reporting period as set out in this item.
|
|
Successor
|
|
Successor
|
||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
||
Statement of Income data:
|
€m
|
|
€m
|
||
Revenue
|
1,956.6
|
|
|
1,927.7
|
|
Cost of sales
|
(1,357.2
|
)
|
|
(1,356.7
|
)
|
Gross profit
|
599.4
|
|
|
571.0
|
|
Other operating expenses
|
(319.3
|
)
|
|
(298.4
|
)
|
Exceptional items
|
(37.2
|
)
|
|
(134.5
|
)
|
Operating profit
|
242.9
|
|
|
138.1
|
|
Finance income
|
7.2
|
|
|
24.2
|
|
Finance costs
|
(81.6
|
)
|
|
(86.3
|
)
|
Net finance costs
|
(74.4
|
)
|
|
(62.1
|
)
|
Profit before tax
|
168.5
|
|
|
76.0
|
|
Taxation
|
(32.0
|
)
|
|
(39.6
|
)
|
Profit for the period
|
136.5
|
|
|
36.4
|
|
•
|
Mix benefit between categories and countries generated a 110 basis point benefit, largely driven by growth in German and Italian markets which have a higher than average gross margin;
|
•
|
80 basis point benefit from pricing and promotional efficiencies; partially offset by
|
•
|
80 basis point decrease from unfavorable foreign exchange driven cost increases, primarily in the United Kingdom post the Brexit announcement.
|
•
|
10 basis point reduction due to unfavorable translational foreign exchange.
|
|
Successor
|
|
Successor
|
||
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
||
Statement of Income data:
|
€m
|
|
€m
|
||
Revenue
|
1,927.7
|
|
|
894.2
|
|
Cost of sales
|
(1,356.7
|
)
|
|
(663.0
|
)
|
Gross profit
|
571.0
|
|
|
231.2
|
|
Other operating expenses
|
(298.4
|
)
|
|
(138.6
|
)
|
Exceptional items
|
(134.5
|
)
|
|
(58.1
|
)
|
Charge related to Founder Preferred Shares Annual Dividend Amount
|
—
|
|
|
(349.0
|
)
|
Credit related to Warrant Redemption Liability
|
—
|
|
|
0.4
|
|
Operating profit/(loss)
|
138.1
|
|
|
(314.1
|
)
|
Finance income
|
24.2
|
|
|
8.7
|
|
Finance costs
|
(86.3
|
)
|
|
(44.2
|
)
|
Net finance costs
|
(62.1
|
)
|
|
(35.5
|
)
|
Profit/(loss) before tax
|
76.0
|
|
|
(349.6
|
)
|
Taxation
|
(39.6
|
)
|
|
12.3
|
|
Profit/(loss) for the period
|
36.4
|
|
|
(337.3
|
)
|
|
Successor
|
|
Successor
|
||
|
9 months ended December 31 2015
|
|
Year ended March 31, 2015
|
||
Statement of Income data:
|
€m
|
|
€m
|
||
Revenue
|
894.2
|
|
|
—
|
|
Cost of sales
|
(663.0
|
)
|
|
—
|
|
Gross profit
|
231.2
|
|
|
—
|
|
Other operating expenses
|
(138.6
|
)
|
|
(0.7
|
)
|
Exceptional items
|
(58.1
|
)
|
|
(0.7
|
)
|
Charge related to Founder Preferred Shares Annual Dividend Amount
|
(349.0
|
)
|
|
(165.8
|
)
|
Credit/(Charge) related to Warrant Redemption Liability
|
0.4
|
|
|
(0.4
|
)
|
Operating loss
|
(314.1
|
)
|
|
(167.6
|
)
|
Finance income
|
8.7
|
|
|
0.1
|
|
Finance costs
|
(44.2
|
)
|
|
—
|
|
Net finance (costs)/income
|
(35.5
|
)
|
|
0.1
|
|
Loss before tax
|
(349.6
|
)
|
|
(167.5
|
)
|
Taxation
|
12.3
|
|
|
—
|
|
Loss for the period
|
(337.3
|
)
|
|
(167.5
|
)
|
B.
|
Liquidity and Capital Resources
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
Net cash provided by / (used in) operating activities
|
193.8
|
|
282.1
|
|
48.0
|
|
(0.5)
|
|
|
78.7
|
Net cash used in investing activities
|
(42.6)
|
|
(50.4)
|
|
(959.8)
|
|
(295.6)
|
|
|
(6.3)
|
Net cash (used in) / provided by financing activities
|
(241.8)
|
|
(67.7)
|
|
952.5
|
|
353.5
|
|
|
(29.4)
|
Net (decrease)/increase in cash and cash equivalents
|
(90.6)
|
|
164.0
|
|
40.7
|
|
57.4
|
|
|
43.0
|
Cash and cash equivalents at end of the period
|
219.2
|
|
329.5
|
|
186.1
|
|
126.8
|
|
|
268.4
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
Capital expenditures
|
42.6
|
|
42.4
|
|
21.4
|
|
—
|
|
|
6.3
|
Capital expenditure as a % of revenue
|
2.2%
|
|
2.2%
|
|
2.4%
|
|
—
|
|
|
1.0%
|
C.
|
Research and development, patents and licenses, etc.
|
D.
|
Trend information
|
1.
|
Consumer Preferences
. Consumer preferences drive demand for our products. There are a number of trends in consumer preferences which are having an impact on us and the frozen food industry as a whole. These include preferences for speed, convenience and ease of food preparation; natural, nutritious and well-proportioned meals; and products that are sustainably sourced and produced and are otherwise environmentally friendly. Our results of operation depend in large part on the continued appeal of our products and, given the varied backgrounds and tastes of our customer base, our ability to offer a sufficient range of products to satisfy a broad spectrum of preferences. In order to address consumer needs and ensure the continued success of our products, we aim to introduce new products, renovate core products and extend existing product lines on a timely basis.
|
2.
|
Competition
. In addition to the competition we face from traditional, well-established branded frozen food manufacturers, over the last few years we have seen increased competition from the discounter channel. Discounters are supermarket retailers which offer food and grocery products at discounted prices and which typically focus on non-branded rather than branded products. The discounter channel has been growing at a faster rate than the traditional retailer channels over the last several years. To address this growing trend, we intend to pursue opportunities to increase our presence with the discounter channel, particularly the hard discounter channel. With the growth of the discounter channel, in an effort to compete, our traditional retail customers have increased their offering of their own private label products. Because these customers control the shelf space allocations within their stores, they may allocate more shelf space to their private label products in accordance with their respective promotional strategies. To address decreases in shelf space allocated to our products, we have expanded our focus on “category captaincy”. As a “category captain”, we cooperate with retailers and invest in the strategic development of our food categories. As we increase our influence with retailers, we expect this will translate into an increased share of shelf space and provide more favorable positioning of our products relative to the competition.
|
3.
|
Shopping Habits
. The online grocery retail channel is growing faster than traditional grocery retail formats across developed markets. Consumers with increasingly busy lifestyles are choosing the online grocery channel as a more convenient and faster way of purchasing their food products, and are also increasingly using the internet for meal ideas. Frozen foods particularly benefit from the online channel as the advantages to the consumer of outsourcing transportation of frozen food to the retailer are greater than in other categories, and also because some of the barriers to purchasing in-store (e.g. colder aisles) are removed for the consumer online. We are responding to the growing consumer shift to digital and mobile technologies, particularly in the United Kingdom, by
|
E.
|
Off-balance sheet arrangements
|
F.
|
Tabular disclosure of contractual obligations
|
|
Cash payments due by period
|
||||||||
(€ in millions)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
Long term debt
|
1,409.5
|
|
5.1
|
|
10.2
|
|
10.2
|
|
1,384.0
|
Long term debt—interest
(1)
|
292.4
|
|
46.3
|
|
92.0
|
|
91.2
|
|
62.9
|
Cross currency interest rate swap payments (2)
|
916.2
|
|
29.1
|
|
57.3
|
|
829.8
|
|
—
|
Cross currency interest rate swap receipts (2)
|
(885.5)
|
|
(32.0)
|
|
(63.0)
|
|
(790.5)
|
|
—
|
Forward contracts - Sell (2)
|
484.0
|
|
484.0
|
|
—
|
|
—
|
|
—
|
Forward contracts - Buy (2)
|
(479.6)
|
|
(479.6)
|
|
—
|
|
—
|
|
—
|
Operating leases
(3)
|
168.3
|
|
17.8
|
|
26.1
|
|
17.8
|
|
106.6
|
Purchase commitments
(4)
|
300.8
|
|
183.2
|
|
72.7
|
|
44.9
|
|
—
|
Total
(5)
|
2,206.1
|
|
253.9
|
|
195.3
|
|
203.4
|
|
1,553.5
|
(1)
|
Represents estimates of future interest payable, which will depend upon the timing of cash flows as well as fluctuations in the applicable interest rates and the Company’s debt structure. These forecasts have been compiled using the debt structure as at
December 31, 2017
with constant foreign exchange and interest rates until the debt matures in 2024.
|
(2)
|
Cross currency interest rate swap payments and forward contracts are presented alongside receipts to show the net liability.
|
(3)
|
Excludes contractual annual increases linked to inflation indices. A proportion of these contractual commitments are included in the consolidated balance sheet within provisions where no future economic benefit will be received.
|
(4)
|
Represents capital and raw material expenditures as well as and long term service contracts which we have committed to make but which are not yet payable. Amounts also exclude provisions already included within the consolidated balance sheet.
|
(5)
|
Retirement benefit obligations of
€188.4 million
are not presented above as the timing of the settlement of these obligations is uncertain. Certain long-term liabilities related to income taxes, insurance accruals, and other accruals included on the consolidated balance sheet are excluded from the above table as we are unable to estimate the timing of payments for these items.
|
G.
|
Safe harbor
|
Item 6.
|
Directors, Senior Management and Employees
|
A.
|
Executive Officers and Directors
|
Name
|
|
Director since
|
|
Age
|
|
Position
|
|
Martin E. Franklin
|
|
April 4, 2014
|
|
53
|
|
|
Co-Chairman
|
Noam Gottesman
|
|
April 4, 2014
|
|
56
|
|
|
Co-Chairman
|
Ian G.H. Ashken
|
|
June 16, 2016
|
|
57
|
|
|
Director
|
Jason Ashton
|
|
N/A
|
|
50
|
|
|
Interim Chief Financial Officer
|
Stéfan Descheemaeker
|
|
May 28, 2015
|
|
57
|
|
|
Chief Executive Officer and Director
|
Mohamed Elsarky
|
|
August 22, 2017
|
|
60
|
|
|
Director
|
Jeremy Isaacs CBE
|
|
February 16, 2016
|
|
54
|
|
|
Director
|
Paul Kenyon
|
|
August 8, 2017
|
|
54
|
|
|
Director
|
James E. Lillie
|
|
May 28, 2015
|
|
56
|
|
|
Director
|
Lord Myners of Truro CBE
|
|
April 4, 2014
|
|
69
|
|
|
Lead Independent Director
|
Victoria Parry
|
|
February 16, 2016
|
|
52
|
|
|
Director
|
Simon White
|
|
November 30, 2016
|
|
59
|
|
|
Director
|
B.
|
Compensation of Executive Officers and Directors
|
(a)
|
an annual contribution of £70,000, paid either to a pension plan or to Mr. Descheemaeker directly (as he so directs);
|
(b)
|
eligibility for performance-related discretionary cash bonuses (up to 100% of salary), subject to the achievement of financial and other performance targets as we may decide;
|
(c)
|
an award of 2,000,000 ordinary shares in the Company, 50% of which will vest on the Company exceeding an agreed EBITDA target and 50% of which will vest subject to the Company’s shares achieving a specified target price. Both tranches of shares are also subject to further vesting conditions relating to Mr. Descheemaeker’s tenure as Chief Executive Officer; and
|
(d)
|
an annual car allowance of £14,400, death in service benefit (three times salary), permanent health insurance (£500,000) and family medical insurance.
|
D.
|
Employees
|
Region
|
2017
|
|
2016
|
|
2015
|
United Kingdom
|
801
|
|
809
|
|
876
|
Germany
|
1,267
|
|
1,208
|
|
1,258
|
Italy
|
451
|
|
454
|
|
476
|
Sweden/Norway
|
536
|
|
932
|
|
987
|
France
|
335
|
|
338
|
|
371
|
Other
|
485
|
|
425
|
|
427
|
Total
|
3,875
|
|
4,166
|
|
4,395
|
E.
|
Share Ownership
|
•
|
each of our current directors;
|
•
|
each of our named executive officers officers for the fiscal year ended December 31, 2017; and
|
•
|
all of our current directors and current executive officers as a group.
|
*
|
Represents beneficial ownership of less than one percent of ordinary shares outstanding.
|
(1)
|
Consists of (i) 4,089,428 ordinary shares held indirectly through the Martin E. Franklin Revocable Trust, (ii) 750,000 Founder Preferred Shares held indirectly through Mariposa Acquisition II, LLC (which are convertible at any time at the option of the holder into ordinary shares on a one-for-one basis) and (iii) 2,323,538 ordinary shares held indirectly through RSMA, LLC. Mr. Franklin holds sole voting and investment power over such shares. Mr. Franklin may be deemed to beneficially own 69% of Mariposa Acquisition II, representing 517,500 Founder Preferred Shares. Mr. Franklin disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
|
(2)
|
Includes (i) 9,294,153 ordinary shares of which 7,413,200 are held by TOMS Acquisition I LLC and 1,880,953 are held by TOMS Capital Investments LLC and (ii) 750,000 Founder Preferred Shares which are convertible at any time at the option of the holder into ordinary shares on a one-for-one basis and all of which are held by TOMS Acquisition I LLC. Mr. Gottesman is the managing member and majority owner of TOMS Acquisition I LLC and TOMS Capital Investments LLC and may be considered to have beneficial ownership of TOMS Acquisition I LLC’s and TOMS Capital Investments LLC’s interests in the Company. Mr. Gottesman owns or controls, directly or indirectly, 76% of TOMS Acquisition I LLC and 100% of TOMS Capital Investments LLC. Mr. Gottesman disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
|
(3)
|
Includes 697,061 ordinary shares held by Tasburgh, LLC, of which Mr. Ashken is the Manager and has a controlling interest and excludes an indirect pecuniary interest in 56,250 Founder Preferred Shares (which are convertible at any time at the option of the holder into ordinary shares on a one-for-one basis) held by Mariposa Acquisition II, LLC. Also excludes 6,954 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 2018 or (ii) July 19, 2018.
|
(4)
|
Includes 18,750 ordinary shares issuable under currently outstanding equity awards issued under the LTIP which will vest no earlier than January 1, 2018 subject to the Company's shares achieving a specified target price. Excludes 56,250 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, 37,500 of which will vest on the Company exceeding an agreed EBITDA target and 18,750 of which will vest subject to the Company’s shares achieving a specified target price, such vesting to take place no earlier than January 1, 2020.
|
(5)
|
Represents an indirect interest held by Olidipoli Sprl, a company owned by Mr. Descheemaeker. Excludes 2,000,000 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, 50% of which will vest on the Company exceeding an agreed EBITDA target and 50% of which will vest subject to the Company’s shares achieving a specified target price, in each case, subject to further vesting conditions relating to Mr. Descheemaeker’s tenure as Chief Executive Officer.
|
(6)
|
Excludes 5,754 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company's annual meeting of shareholders in 2018 or (ii) July 19, 2018.
|
(7)
|
Excludes 6,954 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 2018 or (ii) July 19, 2018.
|
(8)
|
Excludes 6,020 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company's annual meeting of shareholders in 2018 or (ii) July 19, 2018.
|
(9)
|
Includes 697,061 ordinary shares held by Powder Horn Hill Partners II, LLC, of which Mr. Lillie is the Managing Member, and excludes an indirect pecuniary interest in 56,250 Founder Preferred Shares (which are convertible at any time at the option of the holder into ordinary shares on a one-for-one basis) held by Mariposa Acquisition II, LLC. Also excludes 6,954 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 2018 or (ii) July 19, 2018.
|
(10)
|
Includes 50,000 ordinary shares issuable pursuant to a five-year option that expires on June 2, 2020 at a purchase price of $11.50 per share. Excludes 6,954 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 2018 or (ii) July 19, 2018.
|
(11)
|
Excludes 6,954 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 2018 or (ii) July 19, 2018.
|
(12)
|
Excludes 6,954 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company's annual meeting of shareholders in 2018 or (ii) July 19, 2018.
|
Item 7.
|
Major Shareholders and Related Party Transactions
|
|
|
Ordinary Shares Beneficially
Owned
|
|||||
Name of Beneficial Owner:
|
|
Number
|
|
|
Percentage
|
||
5% Shareholders:
|
|
|
|
|
|
||
Boston Partners
One Beacon Street, 30th Floor
Boston, MA 02108
|
|
13,583,042
|
|
(1)
|
|
7.8
|
|
T. Rowe Price Associates Inc.
100 East Pratt Street
Baltimore, MD 21202
|
|
10,174,660
|
|
(2)
|
|
5.8
|
|
TOMS Acquisition I, LLC
450 W. 14th Street, 13th Floor
New York, NY 10014
|
|
10,044,153
|
|
(3)
|
|
5.8
|
|
Elliott Associates, L.P.
40 West 57th Street, 30th Floor
New York, NY 10019
|
|
9,438,601
|
|
(4)
|
|
5.4
|
|
(1)
|
Based on a Schedule 13G filed by Boston Partners on February 13, 2018.
|
(2)
|
Based on a Schedule 13G/A filed by T. Rowe Price Associates Inc. on February 14, 2018.
|
(3)
|
Based on a Schedule 13D filed by TOMS Acquisition I LLC, Noam Gottesman and TOMS Capital Investments LLC on January 12, 2018.
|
(4)
|
Based on a Schedule 13G filed by Elliott Associates L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc., as a group, on September 18, 2017.
|
Item 8.
|
Financial Information
|
A.
|
Consolidated Statements and Other Financial Information
|
Item 9.
|
The Offer and Listing
|
A.
|
Offer and Listing Details
|
|
High
|
|
Low
|
||||
Annual
|
|
|
|
||||
2017 (January 1, 2017 – December 31, 2017)
|
$
|
17.02
|
|
|
$
|
9.61
|
|
2016 (January 5, 2016 – December 31, 2016)
|
$
|
13.40
|
|
|
$
|
6.40
|
|
2015 (April 1, 2015 – December 31, 2015) (2)
|
$
|
23.11
|
|
|
$
|
10.28
|
|
2014 (April 15, 2014 – December 31, 2015)
|
$
|
11.75
|
|
|
$
|
9.75
|
|
|
|
|
|
||||
Quarterly
|
|
|
|
||||
2017
|
|
|
|
||||
Fourth Quarter (October 1, 2017 – December 31, 2017)
|
$
|
17.02
|
|
|
$
|
14.32
|
|
Third Quarter (July 1, 2017 – September 30, 2017)
|
$
|
15.49
|
|
|
$
|
13.54
|
|
Second Quarter (April 1, 2017 – June 30, 2017)
|
$
|
14.72
|
|
|
$
|
10.77
|
|
First Quarter (January 1, 2017 – March 31, 2017)
|
$
|
12.00
|
|
|
$
|
9.61
|
|
2016
|
|
|
|
||||
Fourth Quarter (October 1, 2016 – December 31, 2016)
|
$
|
12.97
|
|
|
$
|
9.00
|
|
Third Quarter (July 1, 2016 – September 30, 2016)
|
$
|
12.39
|
|
|
$
|
7.95
|
|
Second Quarter (April 1, 2016 – June 30, 2016)
|
$
|
10.43
|
|
|
$
|
7.85
|
|
First Quarter (January 5, 2016 – March 31, 2016) (1)
|
$
|
13.40
|
|
|
$
|
6.40
|
|
2015
|
|
|
|
||||
Third Quarter (October 1, 2015 – December 31, 2015)
|
$
|
17.40
|
|
|
$
|
11.00
|
|
Second Quarter (July 1, 2015 – September 30, 2015)
|
$
|
23.11
|
|
|
$
|
15.50
|
|
First Quarter (April 1, 2015 – June 30, 2015) (2)
|
$
|
22.10
|
|
|
$
|
10.28
|
|
|
|
|
|
||||
Most Recent Six Months
|
|
|
|
||||
2018
|
|
|
|
||||
March (through March 20, 2018)
|
$
|
16.93
|
|
|
$
|
15.96
|
|
February
|
$
|
17.20
|
|
|
$
|
15.27
|
|
January
|
$
|
17.32
|
|
|
$
|
16.00
|
|
2017
|
|
|
|
||||
December
|
$
|
17.02
|
|
|
$
|
16.18
|
|
November
|
$
|
16.90
|
|
|
$
|
14.33
|
|
October
|
$
|
15.32
|
|
|
$
|
14.49
|
|
September
|
$
|
15.49
|
|
|
$
|
14.00
|
|
|
(1)
|
Issued trading on our ordinary shares began on the NYSE on January 5, 2016.
|
(2)
|
Trading in our ordinary shares was suspended on the LSE from April 20, 2015 through June 22, 2015 due to the announcement of the then-pending Iglo Acquisition.
|
Item 10.
|
Additional Information
|
A.
|
Share Capital
|
B.
|
Memorandum and Articles of Association
|
C.
|
Material Contracts
|
D.
|
Exchange Controls
|
E.
|
Taxation
|
•
|
certain financial institutions;
|
•
|
insurance companies;
|
•
|
dealers and traders in securities;
|
•
|
persons holding ordinary shares as part of a hedge, straddle, conversion or other integrated transaction;
|
•
|
partnerships or other entities classified as partnerships for U.S. federal income tax purposes;
|
•
|
persons liable for the alternative minimum tax;
|
•
|
tax-exempt organizations;
|
•
|
certain U.S. expatriates;
|
•
|
persons holding ordinary shares that own or are deemed to own 10 percent or more (by vote or value) of the Company’s voting stock; or
|
•
|
non-U.S. Holders that do not use the U.S. Dollar as their functional currency.
|
•
|
Certain circumstances exist under which the gain is treated as effectively connected with the conduct by the non-U.S. Holder of a trade or business in the United States, and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the non-U.S. Holder in the United States; or
|
•
|
the non-U.S. Holder is an individual and is present in the United States for 183 or more days in the taxable year of the sale, exchange or other taxable disposition, and meets certain other requirements.
|
F.
|
Dividends and Paying Agents
|
G.
|
Statements by Experts
|
H.
|
Documents on Display
|
I.
|
Subsidiary Information
|
Item 11.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 12.
|
Description of Securities Other than Equity Securities
|
Item 13.
|
Defaults, Dividend Arrearages and Delinquencies
|
Item 14.
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
Item 15.
|
Controls and Procedures
|
Item 16A.
|
Audit Committee Financial Expert
|
Item 16B.
|
Code of Ethics
|
Item 16C.
|
Principal Accountant Fees and Services
|
(€ in millions)
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
||
Audit fees
|
2.8
|
|
|
3.8
|
|
Audit-related fees
|
0.2
|
|
|
—
|
|
Tax fees
|
0.8
|
|
|
1.9
|
|
All other fees
|
—
|
|
|
—
|
|
Total
|
3.8
|
|
|
5.7
|
|
Item 16D.
|
Exemptions from the Listing Standards for Audit Committees
|
Item 16E.
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
Period 2017
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
January 1-31
|
—
|
|
—
|
|
—
|
|
—
|
February 1-28
|
—
|
|
—
|
|
—
|
|
—
|
March 1-31
|
—
|
|
—
|
|
—
|
|
—
|
April 1-30
|
—
|
|
—
|
|
—
|
|
—
|
May 1-31
|
—
|
|
—
|
|
—
|
|
—
|
June 1-30 (1)
|
9,779,729
|
|
€9.60
|
|
—
|
|
—
|
July 1-31
|
—
|
|
—
|
|
—
|
|
—
|
August 1-31
|
—
|
|
—
|
|
—
|
|
—
|
September 1-30 (2)
|
7,063,643
|
|
€11.78
|
|
—
|
|
—
|
October 1-31
|
—
|
|
—
|
|
—
|
|
—
|
November 1-30
|
—
|
|
—
|
|
—
|
|
—
|
December 1-31
|
—
|
|
—
|
|
—
|
|
—
|
Item 16F.
|
Change in Registrants’ Certifying Accountant
|
Item 16G.
|
Corporate Governance
|
•
|
Unlike NYSE corporate governance rules, under BVI law, there is no requirement that our board of directors consist of a majority of independent directors and our independent directors are not required to hold executive sessions. Currently, however only six out of our eleven board members are independent based on NYSE independence standards. Also, while our board’s non-management directors will meet regularly in executive session without management, our board does not intend to hold an executive session of only independent directors at least once a year as called for by the NYSE.
|
•
|
The NYSE rules applicable to domestic issuers require disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the NYSE rules, as permitted by the foreign private issuer exemption.
|
•
|
We are exempt from the rules and regulations under the Exchange Act and NYSE related to the furnishing and content of proxy statements. Therefore, we intend to hold annual shareholder meetings in accordance with the corporate governance practices of the British Virgin Islands and our Memorandum and Articles of Association. Similarly, with respect to matters on which shareholders will have a right to vote, we intend to comply with corporate governance practices of the British Virgin Islands and the voting requirements under the NYSE rules applicable to foreign private issuers.
|
Item 16H.
|
Mine Safety Disclosure
|
Item 17.
|
Financial Statements
|
Item 18.
|
Financial Statements
|
|
Page
|
|
|
|
|
|
Successor
|
|
Successor
|
||
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||
|
Note
|
|
€m
|
|
€m
|
||
Non-current assets
|
|
|
|
|
|
||
Goodwill
|
13
|
|
1,745.6
|
|
|
1,745.6
|
|
Intangibles
|
13
|
|
1,724.4
|
|
|
1,726.6
|
|
Property, plant and equipment
|
12
|
|
295.4
|
|
|
298.2
|
|
Other receivables
|
18
|
|
4.3
|
|
|
0.4
|
|
Derivative financial instruments
|
34
|
|
18.6
|
|
|
—
|
|
Deferred tax assets
|
16
|
|
64.3
|
|
|
64.9
|
|
Total non-current assets
|
|
|
3,852.6
|
|
|
3,835.7
|
|
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
20
|
|
219.2
|
|
|
329.5
|
|
Inventories
|
17
|
|
306.9
|
|
|
325.0
|
|
Trade and other receivables
|
18
|
|
147.1
|
|
|
135.7
|
|
Indemnification assets
|
19
|
|
73.8
|
|
|
65.5
|
|
Capitalized borrowing costs
|
21
|
|
—
|
|
|
5.0
|
|
Derivative financial instruments
|
34
|
|
2.1
|
|
|
13.1
|
|
Total current assets
|
|
|
749.1
|
|
|
873.8
|
|
Total assets
|
|
|
4,601.7
|
|
|
4,709.5
|
|
Current liabilities
|
|
|
|
|
|
||
Trade and other payables
|
22
|
|
477.5
|
|
|
472.7
|
|
Current tax payable
|
|
|
145.3
|
|
|
162.3
|
|
Provisions
|
24
|
|
68.0
|
|
|
116.7
|
|
Loans and borrowings
|
21
|
|
3.3
|
|
|
—
|
|
Derivative financial instruments
|
34
|
|
7.8
|
|
|
1.4
|
|
Total current liabilities
|
|
|
701.9
|
|
|
753.1
|
|
Non-current liabilities
|
|
|
|
|
|
||
Loans and borrowings
|
21
|
|
1,395.1
|
|
|
1,451.8
|
|
Employee benefits
|
23
|
|
188.4
|
|
|
190.9
|
|
Trade and other payables
|
22
|
|
1.8
|
|
|
1.0
|
|
Provisions
|
24
|
|
72.8
|
|
|
77.0
|
|
Derivative financial instruments
|
34
|
|
61.4
|
|
|
—
|
|
Deferred tax liabilities
|
16
|
|
327.7
|
|
|
333.2
|
|
Total non-current liabilities
|
|
|
2,047.2
|
|
|
2,053.9
|
|
Total liabilities
|
|
|
2,749.1
|
|
|
2,807.0
|
|
Net assets
|
|
|
1,852.6
|
|
|
1,902.5
|
|
Equity attributable to equity holders
|
|
|
|
|
|
||
Share capital
|
25
|
|
—
|
|
|
—
|
|
Capital reserve
|
25
|
|
1,623.7
|
|
|
1,800.7
|
|
Share-based compensation reserve
|
26
|
|
2.9
|
|
|
1.0
|
|
Founder Preferred Shares Dividend Reserve
|
27
|
|
493.4
|
|
|
493.4
|
|
Translation reserve
|
28
|
|
83.2
|
|
|
84.0
|
|
Cash flow hedging reserve
|
29
|
|
(3.0
|
)
|
|
8.4
|
|
Accumulated deficit reserve
|
|
|
(347.6
|
)
|
|
(485.0
|
)
|
Total equity
|
|
|
1,852.6
|
|
|
1,902.5
|
|
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Revenue
|
5
|
|
1,956.6
|
|
|
1,927.7
|
|
|
894.2
|
|
|
—
|
|
|
|
640.3
|
|
Cost of sales
|
|
|
(1,357.2
|
)
|
|
(1,356.7
|
)
|
|
(663.0
|
)
|
|
—
|
|
|
|
(417.9
|
)
|
Gross profit
|
|
|
599.4
|
|
|
571.0
|
|
|
231.2
|
|
|
—
|
|
|
|
222.4
|
|
Other operating expenses
|
|
|
(319.3
|
)
|
|
(298.4
|
)
|
|
(138.6
|
)
|
|
(0.7
|
)
|
|
|
(109.5
|
)
|
Charge related to Founder Preferred Shares Annual Dividend Amount
|
27
|
|
—
|
|
|
—
|
|
|
(349.0
|
)
|
|
(165.8
|
)
|
|
|
—
|
|
Credit/(charge) related to Warrant Redemption Liability
|
25
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
|
—
|
|
Exceptional items
|
7
|
|
(37.2
|
)
|
|
(134.5
|
)
|
|
(58.1
|
)
|
|
(0.7
|
)
|
|
|
(84.3
|
)
|
Operating profit/(loss)
|
6
|
|
242.9
|
|
|
138.1
|
|
|
(314.1
|
)
|
|
(167.6
|
)
|
|
|
28.6
|
|
Finance income
|
10
|
|
7.2
|
|
|
24.2
|
|
|
8.7
|
|
|
0.1
|
|
|
|
2.0
|
|
Finance costs
|
10
|
|
(81.6
|
)
|
|
(86.3
|
)
|
|
(44.2
|
)
|
|
—
|
|
|
|
(117.7
|
)
|
Net finance (costs)/income
|
|
|
(74.4
|
)
|
|
(62.1
|
)
|
|
(35.5
|
)
|
|
0.1
|
|
|
|
(115.7
|
)
|
Profit/(loss) before tax
|
|
|
168.5
|
|
|
76.0
|
|
|
(349.6
|
)
|
|
(167.5
|
)
|
|
|
(87.1
|
)
|
Taxation
|
11
|
|
(32.0
|
)
|
|
(39.6
|
)
|
|
12.3
|
|
|
—
|
|
|
|
(40.9
|
)
|
Profit/(loss) for the period
|
|
|
136.5
|
|
|
36.4
|
|
|
(337.3
|
)
|
|
(167.5
|
)
|
|
|
(128.0
|
)
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings/(loss) per share
|
30
|
|
0.78
|
|
|
0.20
|
|
|
(2.32
|
)
|
|
(3.35
|
)
|
|
|
n.p.
|
|
Diluted earnings/(loss) per share
|
30
|
|
0.74
|
|
|
0.20
|
|
|
(2.32
|
)
|
|
(3.35
|
)
|
|
|
n.p.
|
|
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Profit/(loss) for the period
|
|
|
136.5
|
|
|
36.4
|
|
|
(337.3
|
)
|
|
(167.5
|
)
|
|
|
(128.0
|
)
|
Other comprehensive (loss)/income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Actuarial gains/(losses) on defined benefit pension plans
|
23
|
|
2.9
|
|
|
(23.6
|
)
|
|
19.4
|
|
|
—
|
|
|
|
(2.5
|
)
|
Taxation (charge)/credit on remeasurement of defined benefit pension plans
|
11
|
|
(2.0
|
)
|
|
(6.3
|
)
|
|
(6.1
|
)
|
|
—
|
|
|
|
0.7
|
|
Items not reclassified to the Consolidated Statement of Profit or Loss
|
|
|
0.9
|
|
|
(29.9
|
)
|
|
13.3
|
|
|
—
|
|
|
|
(1.8
|
)
|
Foreign currency (loss) / gain
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
88.9
|
|
|
|
44.7
|
|
Loss on investment in foreign subsidiary, net of hedge
|
|
|
(0.8
|
)
|
|
(0.5
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
|
—
|
|
Effective portion of changes in fair value of cash flow hedges
|
29
|
|
(16.4
|
)
|
|
10.1
|
|
|
1.6
|
|
|
—
|
|
|
|
—
|
|
Taxation credit/(charge) relating to components of other comprehensive income
|
11
|
|
5.0
|
|
|
(2.8
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
|
—
|
|
Items that may be subsequently reclassified to the Consolidated Statement of Profit or Loss
|
|
|
(12.2
|
)
|
|
6.8
|
|
|
(3.3
|
)
|
|
88.9
|
|
|
|
44.7
|
|
Other comprehensive (loss)/income for the period, net of tax
|
|
|
(11.3
|
)
|
|
(23.1
|
)
|
|
10.0
|
|
|
88.9
|
|
|
|
42.9
|
|
Total comprehensive income/(loss) for the period attributable to Owners of the Parent Company
|
|
|
125.2
|
|
|
13.3
|
|
|
(327.3
|
)
|
|
(78.6
|
)
|
|
|
(85.1
|
)
|
|
|
|
Share capital
|
|
Capital reserve
|
|
Share-based compensation reserve
|
|
Founder preferred shares dividend reserve
|
|
Translation reserve
|
|
Cash flow hedging reserve
|
|
Accumulated deficit reserve
|
|
Total equity
|
|
SUCCESSOR
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
Balance at April 1, 2014
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Loss for the year
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(167.5)
|
|
(167.5)
|
|
Other comprehensive income for the year
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
88.9
|
|
—
|
|
—
|
|
88.9
|
|
Total comprehensive income/(loss) for the year
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
88.9
|
|
—
|
|
(167.5)
|
|
(78.6)
|
|
Transactions with owners of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of Ordinary Shares
|
25
|
|
|
—
|
|
350.9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
350.9
|
Issue of Founder Preferred Shares
|
25
|
|
|
—
|
|
10.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10.6
|
Cost of Admission
|
25
|
|
|
—
|
|
(8.0)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8.0)
|
Total transactions with owners, recognized directly in equity
|
|
|
—
|
|
353.5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
353.5
|
|
Balance at March 31, 2015
|
|
|
—
|
|
353.5
|
|
—
|
|
—
|
|
88.9
|
|
—
|
|
(167.5)
|
|
274.9
|
|
SUCCESSOR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 1, 2015
|
|
|
—
|
|
353.5
|
|
—
|
|
—
|
|
88.9
|
|
—
|
|
(167.5)
|
|
274.9
|
|
Loss for the period
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(337.3)
|
|
(337.3)
|
|
Other comprehensive (loss)/income for the period
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4.4)
|
|
1.1
|
|
13.3
|
|
10.0
|
|
Total comprehensive (loss)/income for the period
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4.4)
|
|
1.1
|
|
(324.0)
|
|
(327.3)
|
|
Transactions with owners of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of Ordinary Shares
|
25
|
|
|
—
|
|
1,414.2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,414.2
|
Cost of Admission
|
25
|
|
|
—
|
|
(5.3)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5.3)
|
Founder Preferred Shares Annual Dividend Amount
|
27
|
|
|
—
|
|
—
|
|
—
|
|
531.5
|
|
—
|
|
—
|
|
—
|
|
531.5
|
Share based payment charge
|
|
|
—
|
|
—
|
|
0.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.1
|
|
Total transaction with owners, recognized directly in equity
|
|
|
—
|
|
1,408.9
|
|
0.1
|
|
531.5
|
|
—
|
|
—
|
|
—
|
|
1,940.5
|
|
Balance as of December 31, 2015
|
|
|
—
|
|
1,762.4
|
|
0.1
|
|
531.5
|
|
84.5
|
|
1.1
|
|
(491.5)
|
|
1,888.1
|
|
|
|
Share capital
|
|
Capital reserve
|
|
Share-based compensation reserve
|
|
Founder preferred shares dividend reserve
|
|
Translation reserve
|
|
Cash flow hedging reserve
|
|
Accumulated deficit reserve
|
|
Total equity
|
|
SUCCESSOR
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
Balance at January 1, 2016
|
|
|
—
|
|
1,762.4
|
|
0.1
|
|
531.5
|
|
84.5
|
|
1.1
|
|
(491.5)
|
|
1,888.1
|
|
Profit for the year
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36.4
|
|
36.4
|
|
Other comprehensive (loss)/income for the year
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.5)
|
|
7.3
|
|
(29.9)
|
|
(23.1)
|
|
Total comprehensive (loss)/income for the year
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.5)
|
|
7.3
|
|
6.5
|
|
13.3
|
|
Transactions with owners of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Founder Preferred Shares Annual Dividend Amount
|
|
|
—
|
|
38.1
|
|
—
|
|
(38.1)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Issue of Ordinary Shares
|
25
|
|
|
—
|
|
0.2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.2
|
Vesting of Non-Executive Restricted Stock award
|
|
|
—
|
|
—
|
|
(0.3)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.3)
|
|
Share based payment charge
|
|
|
—
|
|
—
|
|
1.2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.2
|
|
Total transaction with owners, recognized directly in equity
|
|
|
—
|
|
38.3
|
|
0.9
|
|
(38.1)
|
|
—
|
|
—
|
|
—
|
|
1.1
|
|
Balance as of December 31, 2016
|
25
|
|
|
—
|
|
1,800.7
|
|
1.0
|
|
493.4
|
|
84.0
|
|
8.4
|
|
(485.0)
|
|
1,902.5
|
|
|
Share capital
|
|
Capital reserve
|
|
Share-based compensation reserve
|
|
Founder preferred shares dividend reserve
|
|
Translation reserve
|
|
Cash flow hedging reserve
|
|
Accumulated deficit reserve
|
|
Total equity
|
|
SUCCESSOR
|
Note
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
Balance at January 1, 2017
|
|
—
|
|
1,800.7
|
|
1.0
|
|
493.4
|
|
84.0
|
|
8.4
|
|
(485.0)
|
|
1,902.5
|
|
Profit for the year
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
136.5
|
|
136.5
|
|
Other comprehensive (loss)/income for the year
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.8)
|
|
(11.4)
|
|
0.9
|
|
(11.3)
|
|
Total comprehensive (loss)/income for the year
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.8)
|
|
(11.4)
|
|
137.4
|
|
125.2
|
|
Transactions with owners of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of ordinary shares
|
25
|
|
—
|
|
(177.1)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(177.1)
|
Listing and share transaction costs
|
25
|
|
—
|
|
(0.5)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.5)
|
Vesting of Non-Executive Restricted Stock award
|
26
|
|
—
|
|
0.6
|
|
(0.7)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.1)
|
Share based payment charge
|
26
|
|
—
|
|
—
|
|
2.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.6
|
Total transactions with owners, recognized directly in equity
|
|
—
|
|
(177.0)
|
|
1.9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(175.1)
|
|
Balance at December 31, 2017
|
|
—
|
|
1,623.7
|
|
2.9
|
|
493.4
|
|
83.2
|
|
(3.0)
|
|
(347.6)
|
|
1,852.6
|
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Cash generated from operations before tax and exceptional items
|
32
|
|
358.5
|
|
|
356.2
|
|
|
159.2
|
|
|
0.2
|
|
|
|
102.2
|
|
Cash flows relating to exceptional items
|
|
|
(99.5
|
)
|
|
(49.2
|
)
|
|
(91.6
|
)
|
|
(0.7
|
)
|
|
|
(6.2
|
)
|
Tax paid
|
|
|
(65.2
|
)
|
|
(24.9
|
)
|
|
(19.6
|
)
|
|
—
|
|
|
|
(17.3
|
)
|
Net cash flows from/(used in) operating activities
|
|
|
193.8
|
|
|
282.1
|
|
|
48.0
|
|
|
(0.5
|
)
|
|
|
78.7
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of Iglo, net of cash acquired
|
|
|
—
|
|
|
—
|
|
|
(693.6
|
)
|
|
—
|
|
|
|
—
|
|
Purchase of Findus, net of cash acquired
|
|
|
—
|
|
|
—
|
|
|
(556.9
|
)
|
|
—
|
|
|
|
—
|
|
Contingent consideration for purchase of Frudesa brand
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Purchase of property, plant and equipment
|
12
|
|
(38.0
|
)
|
|
(38.0
|
)
|
|
(19.3
|
)
|
|
—
|
|
|
|
(6.0
|
)
|
Purchase of intangibles
|
13
|
|
(4.6
|
)
|
|
(4.4
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
|
(0.3
|
)
|
Purchase of portfolio investments
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(478.8
|
)
|
|
|
—
|
|
Redemption of portfolio investments
|
|
|
—
|
|
|
—
|
|
|
312.1
|
|
|
183.2
|
|
|
|
—
|
|
Net cash used in investing activities
|
|
|
(42.6
|
)
|
|
(50.4
|
)
|
|
(959.8
|
)
|
|
(295.6
|
)
|
|
|
(6.3
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from issuance of Founder Preferred Shares
|
25
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|
|
—
|
|
Proceeds from issuance of Ordinary Shares
|
25
|
|
—
|
|
|
—
|
|
|
1,171.8
|
|
|
350.9
|
|
|
|
—
|
|
Costs of admission
|
25
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
(8.0
|
)
|
|
|
—
|
|
Loans from Founder Entities for incorporation
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
|
—
|
|
Repayment of loans to Founder Entities
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
|
—
|
|
Proceeds from new loans and notes
|
|
|
1,470.5
|
|
|
—
|
|
|
325.0
|
|
|
—
|
|
|
|
—
|
|
Repayment of loan principal
|
|
|
(1,469.5
|
)
|
|
—
|
|
|
(490.0
|
)
|
|
—
|
|
|
|
—
|
|
Payment of finance leases
|
|
|
(1.6
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Payment of financing fees
|
|
|
(16.7
|
)
|
|
—
|
|
|
(14.0
|
)
|
|
—
|
|
|
|
—
|
|
Repurchase of ordinary shares
|
|
|
(177.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Proceeds/(loss) on settlement of derivatives
|
|
|
1.6
|
|
|
(4.0
|
)
|
|
4.3
|
|
|
—
|
|
|
|
—
|
|
Interest paid
|
|
|
(48.8
|
)
|
|
(70.9
|
)
|
|
(40.8
|
)
|
|
—
|
|
|
|
(31.4
|
)
|
Interest received
|
|
|
0.3
|
|
|
7.9
|
|
|
1.5
|
|
|
—
|
|
|
|
2.0
|
|
Net cash (used in)/from financing activities
|
|
|
(241.8
|
)
|
|
(67.7
|
)
|
|
952.5
|
|
|
353.5
|
|
|
|
(29.4
|
)
|
Net (decrease)/increase in cash and cash equivalents
|
|
|
(90.6
|
)
|
|
164.0
|
|
|
40.7
|
|
|
57.4
|
|
|
|
43.0
|
|
Cash and cash equivalents at beginning of period
|
20
|
|
329.5
|
|
|
186.1
|
|
|
126.8
|
|
|
—
|
|
|
|
219.2
|
|
Effect of exchange rate fluctuations
|
|
|
(19.7
|
)
|
|
(20.6
|
)
|
|
18.6
|
|
|
69.4
|
|
|
|
6.2
|
|
Cash and cash equivalents at end of period
|
20
|
|
219.2
|
|
|
329.5
|
|
|
186.1
|
|
|
126.8
|
|
|
|
268.4
|
|
1)
|
General information
|
2)
|
Basis of preparation
|
–
|
Amendments to IAS 7 “Disclosure Initiative”; for which additional disclosures have been made for changes in liabilities arising from financing activities; and
|
–
|
Amendments to IAS 12 "Recognition of Deferred Tax Assets for Unrealised Losses"
|
3)
|
Accounting policies
|
3.1
|
Measurement convention
|
3.2
|
Business combination
|
3.3
|
Basis of consolidation
|
3.4
|
Foreign currency
|
i)
|
Foreign currency transactions
|
ii)
|
Assets and liabilities of foreign operations
|
iii)
|
Net investment in foreign operations
|
3.5
|
Goodwill
|
3.6
|
Other intangible assets
|
i)
|
Computer software
|
ii)
|
Brands
|
iii)
|
Customer relationships
|
3.7
|
Impairment of non-current assets
|
i)
|
Calculation of recoverable amount
|
ii)
|
Allocation of impairment losses
|
iii)
|
Reversals of impairment
|
3.8
|
Property, plant and equipment
|
i)
|
Owned assets
|
ii)
|
Leased assets
|
iii)
|
Depreciation
|
•
|
Buildings
40 years
|
•
|
Plant and equipment
5
to
14 years
|
•
|
Computer equipment
3
to
5 years
|
3.9
|
Inventories
|
3.10
|
Employee benefits
|
i)
|
Defined contribution plans
|
ii)
|
Defined benefit plans
|
iii)
|
Share-based payment schemes
|
3.11
|
Founder Preferred Shares
|
3.12
|
Provisions
|
3.13
|
Financial instruments
|
i)
|
Trade receivables
|
ii)
|
Cash and cash equivalents
|
iii)
|
Loans and borrowings
|
a.
|
Valuation
|
b.
|
Capitalization of transaction costs
|
iv)
|
Trade payables
|
v)
|
Derivative financial instruments and hedge accounting
|
b.
|
Net investment hedges
|
3.14
|
Revenue
|
3.15
|
Share based payments
|
3.16
|
Interest income
|
3.17
|
Expenses
|
i)
|
Operating lease payments
|
ii)
|
Borrowing costs
|
iii)
|
Exceptional items
|
iv)
|
Research and development
|
3.18
|
Taxation
|
3.19
|
Segment reporting
|
3.20
|
Onerous contracts provisions
|
3.21
|
Unfavorable contracts
|
3.22
|
IFRSs not yet adopted
|
•
|
IFRS 9 ‘Financial Instruments’ addresses the classification, measurement and recognition of financial assets and financial liabilities and replaces IAS 39. The standard reduces the complexity of the current rules on financial instruments as mandated in IAS 39. IFRS 9 replaces the ‘incurred loss model’ in IAS 39 with an ‘expected credit loss’ model. The standard also introduces new presentation and disclosure requirements. The standard also introduces new hedge accounting rules although the adoption of these is optional so that the hedge accounting rules under IAS 39 may continue to be applied. The effective date for the adoption of IFRS 9 is annual periods beginning on or after 1 January 2018. Except for hedge accounting, retrospective application is required but providing comparative information is not compulsory. For hedge accounting, the requirements are generally applied prospectively, with some limited exceptions.
|
•
|
IFRS 15 ‘Revenue from contracts with customers’ outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services.
|
•
|
IFRS 16 ‘Leases’ sets out the principles for the recognition, measurement, presentation and disclosure of leases and replaces IAS 17 ‘Leases’. The standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. The Standard also contains enhanced disclosure requirements for lessees. This IFRS will become effective for accounting periods starting on January 1, 2019 with early application permitted for companies applying IFRS 15 ‘Revenue from Contracts with Customers’.
|
4)
|
Critical accounting estimates and judgments
|
a)
|
Discounts and trade marketing expense
|
b)
|
Business combinations
|
•
|
The fair value of intangible and tangible assets that are subject to depreciation or amortization in future periods.
|
•
|
Future changes to the assumptions used in estimating the value of assets and liabilities may result in additional expenses or income.
|
c)
|
Carrying value of goodwill and brands
|
d)
|
Employee benefit obligation
|
e)
|
Uncertain tax positions
|
f)
|
Onerous contracts
|
g)
|
Fair value of derivative financial instruments.
|
h)
|
Share-based payments
|
5)
|
Segment reporting
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
Note
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Profit/(loss) for the period
|
|
136.5
|
|
|
36.4
|
|
|
(337.3
|
)
|
|
(167.5
|
)
|
|
|
(128.0
|
)
|
Taxation
|
|
32.0
|
|
|
39.6
|
|
|
(12.3
|
)
|
|
—
|
|
|
|
40.9
|
|
Net financing costs/(income)
|
|
74.4
|
|
|
62.1
|
|
|
35.5
|
|
|
(0.1
|
)
|
|
|
115.7
|
|
Depreciation
|
12
|
35.9
|
|
|
43.3
|
|
|
20.3
|
|
|
—
|
|
|
|
11.3
|
|
Amortization
|
13
|
6.5
|
|
|
7.8
|
|
|
1.5
|
|
|
—
|
|
|
|
1.2
|
|
EBITDA
|
|
285.3
|
|
|
189.2
|
|
|
(292.3
|
)
|
|
(167.6
|
)
|
|
|
41.1
|
|
Net purchase-price adjustment-inventory step up
|
|
—
|
|
|
—
|
|
|
37.0
|
|
|
—
|
|
|
|
—
|
|
Net purchase-price adjustment for cash flow hedge accounting
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
|
—
|
|
Charge related to Founder Preferred Shares Annual Dividend Amount
|
27
|
—
|
|
|
—
|
|
|
349.0
|
|
|
165.8
|
|
|
|
—
|
|
(Credit)/charge relating to Warrant Redemption Liability
|
25
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
|
|
—
|
|
Exceptional items
|
7
|
37.2
|
|
|
134.5
|
|
|
58.1
|
|
|
0.7
|
|
|
|
84.3
|
|
Other add-backs
|
|
5.6
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Adjusted EBITDA
|
|
328.1
|
|
|
324.9
|
|
|
156.3
|
|
|
(0.7
|
)
|
|
|
125.4
|
|
Unallocated corporate costs
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
0.7
|
|
|
|
—
|
|
Frozen Adjusted EBITDA
|
|
328.1
|
|
|
324.9
|
|
|
158.8
|
|
|
—
|
|
|
|
125.4
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
United Kingdom
|
411.9
|
|
|
437.5
|
|
|
288.6
|
|
|
—
|
|
|
|
225.0
|
|
Italy
|
371.4
|
|
|
348.5
|
|
|
205.2
|
|
|
—
|
|
|
|
169.7
|
|
Germany
|
300.3
|
|
|
267.8
|
|
|
150.0
|
|
|
—
|
|
|
|
124.2
|
|
Sweden
|
208.0
|
|
|
218.2
|
|
|
35.5
|
|
|
—
|
|
|
|
—
|
|
France
|
170.0
|
|
|
168.9
|
|
|
41.0
|
|
|
—
|
|
|
|
—
|
|
Norway
|
123.3
|
|
|
122.6
|
|
|
19.6
|
|
|
—
|
|
|
|
—
|
|
Austria
|
96.7
|
|
|
92.9
|
|
|
51.8
|
|
|
—
|
|
|
|
45.0
|
|
Spain
|
81.2
|
|
|
82.6
|
|
|
13.1
|
|
|
—
|
|
|
|
—
|
|
Rest of Europe
|
193.8
|
|
|
188.7
|
|
|
89.4
|
|
|
—
|
|
|
|
76.4
|
|
Total external revenue by geography
|
1,956.6
|
|
|
1,927.7
|
|
|
894.2
|
|
|
—
|
|
|
|
640.3
|
|
|
Successor
|
|
Successor
|
||
|
December 31, 2017
|
|
December 31, 2016
|
||
|
€m
|
|
€m
|
||
Germany
|
126.4
|
|
|
118.0
|
|
United Kingdom
|
94.8
|
|
|
77.5
|
|
Italy
|
55.0
|
|
|
59.1
|
|
Sweden
|
26.5
|
|
|
44.6
|
|
France
|
16.7
|
|
|
18.4
|
|
Norway
|
15.7
|
|
|
13.3
|
|
Rest of Europe
|
20.2
|
|
|
6.1
|
|
Total non-current assets by geography
|
355.3
|
|
|
337.0
|
|
6)
|
Operating profit/(loss)
|
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Staff costs
|
8
|
|
257.4
|
|
|
264.5
|
|
|
160.2
|
|
|
—
|
|
|
|
88.8
|
|
Depreciation of property, plant and equipment
|
12
|
|
35.9
|
|
|
43.3
|
|
|
20.3
|
|
|
—
|
|
|
|
11.3
|
|
Impairment of property, plant and equipment
|
12
|
|
0.3
|
|
|
1.4
|
|
|
3.2
|
|
|
—
|
|
|
|
—
|
|
Impairment of goodwill and brands
|
13
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
55.0
|
|
Amortization of software and brands
|
13
|
|
6.5
|
|
|
7.8
|
|
|
1.5
|
|
|
—
|
|
|
|
1.2
|
|
Operating lease charges
|
|
|
15.0
|
|
|
14.6
|
|
|
4.2
|
|
|
—
|
|
|
|
3.2
|
|
Exchange (gains)/losses
|
|
|
(1.2
|
)
|
|
(3.3
|
)
|
|
5.2
|
|
|
88.9
|
|
|
|
(9.0
|
)
|
Fair value loss on financial assets at fair value through profit and loss
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
|
—
|
|
Research & development expenditure
|
|
|
15.4
|
|
|
13.3
|
|
|
12.1
|
|
|
—
|
|
|
|
7.2
|
|
Inventories recognized as an expense within cost of goods sold
|
|
|
1,273.3
|
|
|
1,282.6
|
|
|
608.9
|
|
|
—
|
|
|
|
389.3
|
|
7)
|
Exceptional items
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Investigation of strategic opportunities (1)
|
18.8
|
|
|
7.0
|
|
|
7.7
|
|
|
—
|
|
|
|
1.3
|
|
Supply chain reconfiguration (2)
|
14.0
|
|
|
84.3
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Findus Group integration costs (3)
|
15.1
|
|
|
29.6
|
|
|
4.5
|
|
|
—
|
|
|
|
—
|
|
Costs related to transactions (4)
|
3.2
|
|
|
4.8
|
|
|
34.1
|
|
|
0.7
|
|
|
|
3.8
|
|
Costs related to long-term management incentive plans (5)
|
—
|
|
|
1.9
|
|
|
3.5
|
|
|
—
|
|
|
|
22.9
|
|
Other restructuring costs (6)
|
—
|
|
|
(1.0
|
)
|
|
8.9
|
|
|
—
|
|
|
|
—
|
|
Cisterna fire net (income)/costs (7)
|
—
|
|
|
(4.3
|
)
|
|
(2.5
|
)
|
|
—
|
|
|
|
1.3
|
|
Impairment of intangible assets (8)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
55.0
|
|
Settlement of legacy matters (9)
|
(5.6
|
)
|
|
1.8
|
|
|
1.9
|
|
|
—
|
|
|
|
—
|
|
Remeasurement of indemnification assets (10)
|
(8.3
|
)
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Total exceptional items
|
37.2
|
|
|
134.5
|
|
|
58.1
|
|
|
0.7
|
|
|
|
84.3
|
|
(1)
|
Investigation of strategic opportunities
|
(2)
|
Supply chain reconfiguration
|
(3)
|
Findus Group integration costs
|
(4)
|
Costs related to transactions
|
(5)
|
Costs related to long-term management incentive plans
|
(6)
|
Other restructuring costs
|
(7)
|
Cisterna fire net (income)/costs
|
(8)
|
Impairment of intangible assets
|
(9)
|
Settlement of legacy matters
|
(10)
|
Remeasurement of indemnification assets
|
8)
|
Payroll costs, share based payments and management incentive schemes
|
(a)
|
Payroll costs
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
Production
|
2,285
|
|
|
2,627
|
|
|
2,605
|
|
|
—
|
|
|
|
1,635
|
|
Administration, distribution & sales
|
1,572
|
|
|
1,571
|
|
|
1,767
|
|
|
—
|
|
|
|
1,047
|
|
Total number of employees
|
3,857
|
|
|
4,198
|
|
|
4,372
|
|
|
—
|
|
|
|
2,682
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Wages and salaries
|
200.8
|
|
|
205.4
|
|
|
126.7
|
|
|
—
|
|
|
|
72.1
|
|
Social security costs
|
42.0
|
|
|
45.9
|
|
|
27.5
|
|
|
—
|
|
|
|
12.5
|
|
Other pension costs
|
14.6
|
|
|
13.2
|
|
|
6.0
|
|
|
—
|
|
|
|
4.2
|
|
Total payroll costs
|
257.4
|
|
|
264.5
|
|
|
160.2
|
|
|
—
|
|
|
|
88.8
|
|
(b)
|
Share based payments
|
|
January 1, 2016 award
|
January 1, 2017 award
|
||||
Grant date price
|
$
|
12.00
|
|
$
|
9.57
|
|
Exercise price
|
$
|
—
|
|
$
|
—
|
|
Expected life of restricted share
|
3.02 – 4.00 years
|
|
3.11 – 4.00 years
|
|
||
Expected volatility of the share price
|
20.0
|
%
|
23.0
|
%
|
||
Dividend yield expected
|
—
|
%
|
—
|
%
|
||
Risk free rate
|
1.59
|
%
|
1.83
|
%
|
||
Employee exit rate
|
16.0
|
%
|
16.0
|
%
|
||
EBITDA Performance Target Condition
|
5.0%-75.0%
|
|
5.0%-75.0%
|
|
|
Share based compensation reserve
|
|
€m
|
Balance as of January 1, 2017
|
1.0
|
Non-Executive Director restricted share awards charge
|
0.8
|
Directors and Senior Management share awards charge
|
1.8
|
Vesting of Non-Executive Director restricted shares
|
(0.7)
|
|
|
Balance as of December 31, 2017
|
2.9
|
–
|
market value of Ordinary Shares at the grant date of
$10.00
;
|
–
|
an exercise price of
$11.50
;
|
–
|
1 year
expected time to acquisition;
|
–
|
probability of acquisition of
61%
;
|
–
|
volatility of
17.03%
; and
|
–
|
a risk free interest rate of
0.84%
.
|
(c)
|
Management incentive schemes
|
9)
|
Directors and Key Management compensation
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
Short-term employee benefits
|
2.0
|
|
2.1
|
|
1.3
|
|
—
|
|
|
1.9
|
Contributions to money purchase pension plans
|
—
|
|
—
|
|
—
|
|
—
|
|
|
0.2
|
Share-based payment
|
1.4
|
|
0.9
|
|
0.1
|
|
—
|
|
|
2.2
|
Long-term incentive scheme
|
—
|
|
—
|
|
—
|
|
—
|
|
|
17.4
|
Compensation for loss of office
|
0.4
|
|
—
|
|
—
|
|
—
|
|
|
—
|
Non-Executive Director fees
|
0.3
|
|
0.2
|
|
0.1
|
|
0.2
|
|
|
—
|
Total Directors’ and executive officers' compensation
|
4.1
|
|
3.2
|
|
1.5
|
|
0.2
|
|
|
21.7
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
Retirement benefits are accruing to the following number of directors under:
|
|
|
|
|
|
|
|
|
|
|
|||||
Money purchase schemes
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
|
4
|
|
10)
|
Finance income and costs
|
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Interest income
|
|
|
0.2
|
|
|
5.9
|
|
|
4.4
|
|
|
—
|
|
|
|
2.0
|
|
Gain on derivatives
|
|
|
7.0
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
|
—
|
|
Net foreign exchange gains on translation of financial assets and liabilities
|
|
|
—
|
|
|
18.3
|
|
|
—
|
|
|
0.1
|
|
|
|
—
|
|
Finance income
|
|
|
7.2
|
|
|
24.2
|
|
|
8.7
|
|
|
0.1
|
|
|
|
2.0
|
|
Accrued interest
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(60.2
|
)
|
Cash pay interest expense
|
|
|
(54.0
|
)
|
|
(68.7
|
)
|
|
(38.8
|
)
|
|
—
|
|
|
|
(35.4
|
)
|
Cross-currency interest rate swaps: cash flow hedges, transfer from equity
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Other interest expense
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Net pension interest costs
|
|
|
(3.6
|
)
|
|
(4.1
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
|
(0.7
|
)
|
Amortization of borrowing costs
|
|
|
(2.7
|
)
|
|
(5.0
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
|
(0.9
|
)
|
Net foreign exchange losses on translation of financial assets and liabilities
|
|
|
(3.9
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
|
(20.5
|
)
|
Interest on unwinding of discounted items
|
|
|
(1.2
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Loss on derivatives
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Financing costs incurred in amendment of terms of debt
(1)
|
|
|
(20.1
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
|
—
|
|
Finance costs
|
|
|
(81.6
|
)
|
|
(86.3
|
)
|
|
(44.2
|
)
|
|
—
|
|
|
|
(117.7
|
)
|
Net finance (costs)/income
|
|
|
(74.4
|
)
|
|
(62.1
|
)
|
|
(35.5
|
)
|
|
0.1
|
|
|
|
(115.7
|
)
|
11)
|
Taxation
|
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Current tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current tax on profits/loss for the period
|
|
|
(37.5
|
)
|
|
(58.9
|
)
|
|
(18.0
|
)
|
|
—
|
|
|
|
(41.2
|
)
|
Adjustments in respect of prior periods
|
|
|
3.2
|
|
|
(0.6
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
|
15.2
|
|
|
|
|
(34.3
|
)
|
|
(59.5
|
)
|
|
(20.3
|
)
|
|
—
|
|
|
|
(26.0
|
)
|
Deferred tax income/(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Origination and reversal of temporary differences
|
|
|
(2.1
|
)
|
|
12.9
|
|
|
10.4
|
|
|
—
|
|
|
|
(14.9
|
)
|
Impact of change in tax rates
|
|
|
4.4
|
|
|
7.0
|
|
|
22.2
|
|
|
—
|
|
|
|
—
|
|
|
16
|
|
2.3
|
|
|
19.9
|
|
|
32.6
|
|
|
—
|
|
|
|
(14.9
|
)
|
Total tax (expense)/credit
|
|
|
(32.0
|
)
|
|
(39.6
|
)
|
|
12.3
|
|
|
—
|
|
|
|
(40.9
|
)
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Profit/(loss) before tax
|
168.5
|
|
|
76.0
|
|
|
(349.6
|
)
|
|
(167.5
|
)
|
|
|
(87.1
|
)
|
Tax (charge)/credit at the standard UK corporation tax rate 19.25% (2016: 20%; 2015: 20.25%)
|
(32.5
|
)
|
|
(15.2
|
)
|
|
70.8
|
|
|
33.9
|
|
|
|
17.6
|
|
Difference in tax rates
|
(10.0
|
)
|
|
(10.0
|
)
|
|
(67.5
|
)
|
|
(33.9
|
)
|
|
|
(4.6
|
)
|
Non tax deductible interest
|
4.4
|
|
|
—
|
|
|
(9.9
|
)
|
|
—
|
|
|
|
(8.7
|
)
|
Other income and expenses not taxable or deductible
|
16.8
|
|
|
(7.4
|
)
|
|
1.0
|
|
|
—
|
|
|
|
(21.6
|
)
|
Unrecognized tax assets
|
(19.3
|
)
|
|
(1.8
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
|
(30.9
|
)
|
Provisions for uncertainties
|
1.0
|
|
|
(11.6
|
)
|
|
0.1
|
|
|
—
|
|
|
|
(7.9
|
)
|
Impact of change in deferred tax rates
|
4.4
|
|
|
7.0
|
|
|
22.2
|
|
|
—
|
|
|
|
—
|
|
Prior period adjustment
|
3.2
|
|
|
(0.6
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
|
15.2
|
|
Total tax (expense)/credit
|
(32.0
|
)
|
|
(39.6
|
)
|
|
12.3
|
|
|
—
|
|
|
|
(40.9
|
)
|
|
|
|
Before
tax
|
|
Tax
charge/
(credit)
|
|
After tax
|
|||
Year ended December 31, 2017
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Remeasurement of post-employment benefit liabilities
|
|
|
(2.9
|
)
|
|
2.0
|
|
|
(0.9
|
)
|
Net investment hedge
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
Cash flow hedges
|
|
|
16.4
|
|
|
(5.0
|
)
|
|
11.4
|
|
Other comprehensive loss
|
|
|
14.3
|
|
|
(3.0
|
)
|
|
11.3
|
|
Current tax
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Deferred tax
|
16
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
|
|
Before
tax
|
|
Tax
charge
|
|
After tax
|
|||
Year ended December 31, 2016
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Remeasurement of post-employment benefit liabilities
|
|
|
23.6
|
|
|
6.3
|
|
|
29.9
|
|
Net investment hedge
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
Cash flow hedges
|
|
|
(10.1
|
)
|
|
2.8
|
|
|
(7.3
|
)
|
Other comprehensive loss
|
|
|
14.0
|
|
|
9.1
|
|
|
23.1
|
|
Current tax
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Deferred tax
|
16
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
|
|
Before
tax
|
|
Tax
charge
|
|
After tax
|
|||
Nine months ended December 31, 2015
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Remeasurement of post-employment benefit liabilities
|
|
|
(19.4
|
)
|
|
6.1
|
|
|
(13.3
|
)
|
Net investment hedge
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
Cash flow hedges
|
|
|
(1.6
|
)
|
|
0.5
|
|
|
(1.1
|
)
|
Other comprehensive (income)/loss
|
|
|
(16.6
|
)
|
|
6.6
|
|
|
(10.0
|
)
|
Current tax
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Deferred tax
|
16
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
Predecessor
|
|
|
|
|
|
|
|
|||
|
|
|
Before
tax
|
|
Tax
credit
|
|
After tax
|
|||
5 months ended May 31, 2015
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Remeasurement of post-employment benefit liabilities
|
|
|
2.5
|
|
|
(0.7
|
)
|
|
1.8
|
|
Net investment hedge
|
|
|
(44.7
|
)
|
|
—
|
|
|
(44.7
|
)
|
Cash flow hedges
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other comprehensive income
|
|
|
(42.2
|
)
|
|
(0.7
|
)
|
|
(42.9
|
)
|
Current tax
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Deferred tax
|
16
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
12)
|
Property, plant and equipment
|
|
Land and
buildings
|
|
Plant and
equipment
|
|
Computer
equipment
|
|
Total
|
||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||
SUCCESSOR
|
|
|
|
|
|
|
|
||||
Cost
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2015
|
119.2
|
|
|
221.8
|
|
|
2.4
|
|
|
343.4
|
|
Acquisitions through business combinations
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
Additions
|
3.3
|
|
|
34.3
|
|
|
0.4
|
|
|
38.0
|
|
Transfer to intangible assets (note 13)
|
(1.7
|
)
|
|
1.1
|
|
|
—
|
|
|
(0.6
|
)
|
Disposals
|
(2.7
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(3.3
|
)
|
Effect of movements in foreign exchange
|
(7.6
|
)
|
|
(28.8
|
)
|
|
—
|
|
|
(36.4
|
)
|
Balance at December 31, 2016
|
110.5
|
|
|
230.3
|
|
|
2.8
|
|
|
343.6
|
|
Additions
|
11.6
|
|
|
26.0
|
|
|
0.4
|
|
|
38.0
|
|
Disposals
|
(0.1
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(1.2
|
)
|
Effect of movements in foreign exchange
|
(4.6
|
)
|
|
(12.7
|
)
|
|
—
|
|
|
(17.3
|
)
|
Balance at December 31, 2017
|
117.4
|
|
|
242.5
|
|
|
3.2
|
|
|
363.1
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015
|
3.4
|
|
|
21.4
|
|
|
0.4
|
|
|
25.2
|
|
Depreciation
|
6.5
|
|
|
35.7
|
|
|
1.1
|
|
|
43.3
|
|
Impairment
|
(0.2
|
)
|
|
1.6
|
|
|
—
|
|
|
1.4
|
|
Transfers
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
Effect of movements in foreign exchange
|
(3.9
|
)
|
|
(20.5
|
)
|
|
(0.1
|
)
|
|
(24.5
|
)
|
Balance at December 31, 2016
|
5.8
|
|
|
38.4
|
|
|
1.2
|
|
|
45.4
|
|
Depreciation
|
6.1
|
|
|
28.9
|
|
|
0.9
|
|
|
35.9
|
|
Impairment
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
Effect of movements in foreign exchange
|
(3.7
|
)
|
|
(10.2
|
)
|
|
—
|
|
|
(13.9
|
)
|
Balance at December 31, 2017
|
8.2
|
|
|
57.4
|
|
|
2.1
|
|
|
67.7
|
|
Net book value December 31, 2015
|
115.8
|
|
|
200.4
|
|
|
2.0
|
|
|
318.2
|
|
Net book value December 31, 2016
|
104.7
|
|
|
191.9
|
|
|
1.6
|
|
|
298.2
|
|
Net book value December 31, 2017
|
109.2
|
|
|
185.1
|
|
|
1.1
|
|
|
295.4
|
|
13)
|
Goodwill and Intangibles
|
|
Goodwill
|
|
Brands
|
|
Computer
software
|
|
Customer
relationships
|
|
Others
|
|
Total
|
||||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||
Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2015
|
1,676.8
|
|
|
1,688.9
|
|
|
11.0
|
|
|
31.0
|
|
|
0.2
|
|
|
3,407.9
|
|
Acquisitions through business combinations
|
68.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
68.6
|
|
Additions
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
Transfer from tangible assets (note 12)
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
Effect of movements in foreign exchange
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
Balance at December 31, 2016
|
1,745.6
|
|
|
1,688.9
|
|
|
14.7
|
|
|
31.0
|
|
|
—
|
|
|
3,480.2
|
|
Additions
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
Effect of movements in foreign exchange
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
Balance at December 31, 2017
|
1,745.6
|
|
|
1,688.9
|
|
|
18.3
|
|
|
31.0
|
|
|
—
|
|
|
3,483.8
|
|
|
Goodwill
|
|
Brands
|
|
Computer
software |
|
Customer
relationships |
|
Others
|
|
Total
|
||||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||
Accumulated amortization and impairment
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2015
|
—
|
|
|
0.1
|
|
|
1.0
|
|
|
0.4
|
|
|
—
|
|
|
1.5
|
|
Amortization
|
—
|
|
|
0.7
|
|
|
4.9
|
|
|
2.2
|
|
|
—
|
|
|
7.8
|
|
Effect of movements in foreign exchange
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
Balance at December 31, 2016
|
—
|
|
|
0.8
|
|
|
4.6
|
|
|
2.6
|
|
|
—
|
|
|
8.0
|
|
Amortization
|
—
|
|
|
0.7
|
|
|
3.6
|
|
|
2.2
|
|
|
—
|
|
|
6.5
|
|
Effect of movements in foreign exchange
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
Balance at December 31, 2017
|
—
|
|
|
1.5
|
|
|
7.5
|
|
|
4.8
|
|
|
—
|
|
|
13.8
|
|
Net book value December 31, 2015
|
1,676.8
|
|
|
1,688.8
|
|
|
10.0
|
|
|
30.6
|
|
|
0.2
|
|
|
3,406.4
|
|
Net book value December 31, 2016
|
1,745.6
|
|
|
1,688.1
|
|
|
10.1
|
|
|
28.4
|
|
|
—
|
|
|
3,472.2
|
|
Net book value December 31, 2017
|
1,745.6
|
|
|
1,687.4
|
|
|
10.8
|
|
|
26.2
|
|
|
—
|
|
|
3,470.0
|
|
•
|
Budgeted cash flows: the calculation of value in use has been based on the cash flow forecasts by management for 2018 to 2020. The trends in these forecasts have been extrapolated to produce 2021 and 2022 forecast cash flows. Beyond 2022 the same assumptions have been applied for future periods in the absence of longer term detailed forecasts. These plans have been prepared and approved by management, and incorporate past performance of the entities acquired in the period, historical growth rates and projections of developments in key markets.
|
•
|
Sales: projected sales are built up with reference to markets and product platforms. They incorporate past performance, historical growth rates and projections of developments in key markets.
|
•
|
Adjusted EBITDA Margin: projected margins reflect historical performance.
|
•
|
Capital expenditure forecast reflects one-off additional capital expenditure required in order to integrate the operations of the Findus acquisition.
|
•
|
Discount rate: a pre-tax discount rate of
8.0%
(
2016
:
8.0%
) was applied to the cash flows. This discount rate has been calculated using a capital asset pricing model using observable market data, including the share price of Nomad Foods Limited.
|
•
|
Long-term growth rates: as required by IAS 36, growth rates for the period after the detailed forecasts are based on past performance. The growth rate used in the testing was
1.0%
(2016:
0.5%
). These rates do not reflect the long-term assumptions used by the Company for investment planning.
|
14)
|
Acquisitions
|
15)
|
Investments
|
|
Activity
|
|
Country of
incorporation
|
|
Class of
shares held
|
|
Ownership
as of
|
|
|
|
|
|
|
|
Dec 31, 2017
|
Nomad Foods Europe Holdings Limited
|
Holding
|
|
England
|
|
Ordinary
|
|
100%
|
Nomad Foods Europe Holdco Limited
|
Holding
|
|
England
|
|
Ordinary
|
|
100%
|
Nomad Foods Europe Finco Limited
|
Holding
|
|
England
|
|
Ordinary
|
|
100%
|
Nomad Foods Europe Midco Limited
|
Holding/
Finance
|
|
England
|
|
Ordinary
|
|
100%
|
Nomad Foods Bondco Plc
|
Finance
|
|
England
|
|
Ordinary
|
|
100%
|
Nomad Foods Lux S.à.r.l.
|
Finance
|
|
Luxembourg
|
|
Ordinary
|
|
100%
|
Nomad Foods Europe Limited
|
Management
|
|
England
|
|
Ordinary
|
|
100%
|
Birds Eye Limited
|
Trading
|
|
England
|
|
Ordinary
|
|
100%
|
Nomad Foods Europe Finance Limited
|
Finance
|
|
England
|
|
Ordinary
|
|
100%
|
Birds Eye Ireland Limited
|
Trading
|
|
Republic of
Ireland
|
|
Ordinary
|
|
100%
|
Iglo Holding GmbH
|
Holding
|
|
Germany
|
|
Ordinary
|
|
100%
|
Iglo Nederland B.V.
|
Trading
|
|
Netherlands
|
|
Ordinary
|
|
100%
|
Iglo Belgium S.A.
|
Trading
|
|
Belgium
|
|
Ordinary
|
|
100%
|
Iglo Portugal
|
Trading
|
|
Portugal
|
|
Ordinary
|
|
100%
|
Iglo Austria Holdings GmbH
|
Holding
|
|
Austria
|
|
Ordinary
|
|
100%
|
C.S.I. Compagnia Surgelati Italiana S.R.L
|
Trading
|
|
Italy
|
|
Ordinary
|
|
100%
|
Findus Sverige Holdings AB
|
Holding
|
|
Sweden
|
|
Ordinary
|
|
100%
|
Iglo GmbH
|
Trading
|
|
Germany
|
|
Ordinary
|
|
100%
|
Frozen Fish International GmbH
|
Trading
|
|
Germany
|
|
Ordinary
|
|
100%
|
Liberator Germany Newco GmbH
|
Property
|
|
Germany
|
|
Ordinary
|
|
100%
|
Iglo Austria GmbH
|
Trading
|
|
Austria
|
|
Ordinary
|
|
100%
|
Findus Sverige AB
|
Trading
|
|
Sweden
|
|
Ordinary
|
|
100%
|
Frionor Sverige AB
|
Holding
|
|
Sweden
|
|
Ordinary
|
|
100%
|
Findus Holdings France SAS
|
Holding
|
|
France
|
|
Ordinary
|
|
100%
|
Findus France SAS
|
Trading
|
|
France
|
|
Ordinary
|
|
100%
|
Findus Espana SLU
|
Trading
|
|
Spain
|
|
Ordinary
|
|
100%
|
Findus Danmark A/S
|
Trading
|
|
Denmark
|
|
Ordinary
|
|
100%
|
Findus Finland Oy
|
Trading
|
|
Finland
|
|
Ordinary
|
|
100%
|
Findus Norge AS
|
Trading
|
|
Norway
|
|
Ordinary
|
|
100%
|
16)
|
Deferred tax assets and liabilities
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||||||||||||
|
Assets
|
|
Liabilities
|
|
Total
|
|
Assets
|
|
Liabilities
|
|
Total
|
||||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||
Property, plant and equipment
|
13.5
|
|
|
(28.7
|
)
|
|
(15.2
|
)
|
|
10.3
|
|
|
(33.6
|
)
|
|
(23.3
|
)
|
Intangible assets
|
0.1
|
|
|
(295.1
|
)
|
|
(295.0
|
)
|
|
—
|
|
|
(291.3
|
)
|
|
(291.3
|
)
|
Employee benefits
|
28.2
|
|
|
—
|
|
|
28.2
|
|
|
27.8
|
|
|
(0.1
|
)
|
|
27.7
|
|
Tax value of loss carry forwards
|
15.6
|
|
|
—
|
|
|
15.6
|
|
|
18.9
|
|
|
—
|
|
|
18.9
|
|
Derivative financial instruments
|
0.9
|
|
|
0.5
|
|
|
1.4
|
|
|
—
|
|
|
(3.3
|
)
|
|
(3.3
|
)
|
Other
|
6.0
|
|
|
(4.4
|
)
|
|
1.6
|
|
|
7.9
|
|
|
(4.9
|
)
|
|
3.0
|
|
Tax assets/(liabilities)
|
64.3
|
|
|
(327.7
|
)
|
|
(263.4
|
)
|
|
64.9
|
|
|
(333.2
|
)
|
|
(268.3
|
)
|
|
Opening balance Jan 1 2017
|
|
Acquired in
business combinations |
|
Recognized
in Statement of Profit or Loss |
|
Recognized
in Other Comprehensive Income |
|
Movement
in foreign exchange |
|
Closing balance Dec 31, 2017
|
||||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||
Property, plant and equipment
|
(23.3
|
)
|
|
—
|
|
|
8.2
|
|
|
—
|
|
|
(0.1
|
)
|
|
(15.2
|
)
|
Intangible assets
|
(291.3
|
)
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
(295.0
|
)
|
Employee benefits
|
27.7
|
|
|
—
|
|
|
2.5
|
|
|
(2.0
|
)
|
|
—
|
|
|
28.2
|
|
Tax value of loss carry forwards
|
18.9
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
15.6
|
|
Derivative financial instruments
|
(3.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
5.0
|
|
|
—
|
|
|
1.4
|
|
Other
|
3.0
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
1.6
|
|
Total deferred tax
|
(268.3
|
)
|
|
—
|
|
|
2.3
|
|
|
3.0
|
|
|
(0.4
|
)
|
|
(263.4
|
)
|
|
Opening balance Jan 1 2016
|
|
Acquired in
business combinations |
|
Recognized
in Statement of Profit or Loss |
|
Recognized
in Other Comprehensive Income |
|
Movement
in foreign exchange |
|
Closing balance
Dec 31 2016 |
||||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||
Property, plant and equipment
|
(5.3
|
)
|
|
(0.3
|
)
|
|
(17.2
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(23.3
|
)
|
Intangible assets
|
(315.8
|
)
|
|
—
|
|
|
24.1
|
|
|
—
|
|
|
0.4
|
|
|
(291.3
|
)
|
Employee benefits
|
32.7
|
|
|
—
|
|
|
1.3
|
|
|
(6.3
|
)
|
|
—
|
|
|
27.7
|
|
Tax value of loss carry forwards
|
—
|
|
|
—
|
|
|
18.9
|
|
|
—
|
|
|
—
|
|
|
18.9
|
|
Derivative financial instruments
|
0.2
|
|
|
—
|
|
|
(0.7
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
(3.3
|
)
|
Other
|
9.5
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|
3.0
|
|
Total deferred tax
|
(278.7
|
)
|
|
(0.3
|
)
|
|
19.9
|
|
|
(9.1
|
)
|
|
(0.1
|
)
|
|
(268.3
|
)
|
17)
|
Inventories
|
|
Successor
|
|
Successor
|
||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||
|
€m
|
|
€m
|
||
Raw materials and consumables
|
82.9
|
|
|
97.7
|
|
Work in progress
|
41.0
|
|
|
41.7
|
|
Finished goods and goods for resale
|
183.0
|
|
|
185.6
|
|
Total inventories
|
306.9
|
|
|
325.0
|
|
18)
|
Trade and other receivables
|
|
Successor
|
|
Successor
|
||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||
Current assets
|
€m
|
|
€m
|
||
Trade receivables
|
94.7
|
|
|
92.3
|
|
Prepayments and accrued income
|
10.1
|
|
|
8.0
|
|
Other receivables
|
19.7
|
|
|
26.1
|
|
Tax receivable
|
22.6
|
|
|
9.3
|
|
Total current trade and other receivables
|
147.1
|
|
|
135.7
|
|
Non-current assets
|
|
|
|
||
Other receivables
|
4.3
|
|
|
0.4
|
|
Total non-current trade and other receivables
|
4.3
|
|
|
0.4
|
|
Total trade and other receivables
|
151.4
|
|
|
136.1
|
|
|
|
Gross
|
|
Impaired
|
|
Net
|
|||
December 31, 2017
|
|
€m
|
|
€m
|
|
€m
|
|||
Not past due
|
|
243.4
|
|
|
—
|
|
|
243.4
|
|
Past due less than 1 month
|
|
35.6
|
|
|
(0.7
|
)
|
|
34.9
|
|
Past due 1 to 3 months
|
|
4.8
|
|
|
(0.3
|
)
|
|
4.5
|
|
Past due 3 to 6 months
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
Past due more than 6 months
|
|
5.3
|
|
|
(4.9
|
)
|
|
0.4
|
|
Sub-total
|
|
289.3
|
|
|
(6.1
|
)
|
|
283.2
|
|
Reduction in trade-terms*
|
|
|
|
|
|
(188.5
|
)
|
||
Total trade receivables
|
|
|
|
|
|
94.7
|
|
||
|
|
Gross
|
|
Impaired
|
|
Net
|
|||
December 31, 2016
|
|
€m
|
|
€m
|
|
€m
|
|||
Not past due
|
|
229.4
|
|
|
—
|
|
|
229.4
|
|
Past due less than 1 month
|
|
9.8
|
|
|
(0.1
|
)
|
|
9.7
|
|
Past due 1 to 3 months
|
|
0.9
|
|
|
(0.2
|
)
|
|
0.7
|
|
Past due 3 to 6 months
|
|
0.9
|
|
|
(0.1
|
)
|
|
0.8
|
|
Past due more than 6 months
|
|
6.3
|
|
|
(6.0
|
)
|
|
0.3
|
|
Sub-total
|
|
247.3
|
|
|
(6.4
|
)
|
|
240.9
|
|
Reduction in trade-terms*
|
|
|
|
|
|
(148.6
|
)
|
||
Total trade receivables
|
|
|
|
|
|
92.3
|
|
19)
|
Indemnification assets
|
|
Successor
|
|
Successor
|
||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||
|
€m
|
|
€m
|
||
Related to Iglo Acquisition at start of the period
|
2.1
|
|
|
10.2
|
|
Reclassified from Other receivables
|
—
|
|
|
1.2
|
|
Release of indemnified provision
|
(2.1
|
)
|
|
(9.3
|
)
|
Related to Iglo Acquisition at end of the period
|
—
|
|
|
2.1
|
|
Related to Findus Acquisition at start of the period
|
63.4
|
|
|
67.6
|
|
Acquisition accounting adjustment
|
—
|
|
|
6.2
|
|
Remeasurement of indemnification assets
|
10.4
|
|
|
(10.4
|
)
|
Related to Findus Acquisition at end of the period
|
73.8
|
|
|
63.4
|
|
Total indemnification assets
|
73.8
|
|
|
65.5
|
|
20)
|
Cash and cash equivalents
|
|
Successor
|
|
Successor
|
||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||
|
€m
|
|
€m
|
||
Cash and cash equivalents
|
219.0
|
|
|
325.3
|
|
Restricted cash
|
0.2
|
|
|
4.2
|
|
Total cash and cash equivalents
|
219.2
|
|
|
329.5
|
|
Bank overdrafts
|
—
|
|
|
—
|
|
Cash and cash equivalents per Statement of Cash Flows
|
219.2
|
|
|
329.5
|
|
21)
|
Loans and borrowings
|
|
Successor
|
|
Successor
|
||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||
|
€m
|
|
€m
|
||
Current liabilities/(assets)
|
|
|
|
||
Syndicated loans
|
5.1
|
|
|
—
|
|
Less deferred borrowing costs to be amortized within 1 year
|
(1.8
|
)
|
|
(5.0
|
)
|
Total due in less than one year
|
3.3
|
|
|
(5.0
|
)
|
Non-current liabilities
|
|
|
|
||
Syndicated loans
|
1,004.4
|
|
|
964.2
|
|
2020 floating rate senior secured notes
|
—
|
|
|
500.0
|
|
2024 fixed rate senior secured notes
|
400.0
|
|
|
—
|
|
Less deferred borrowing costs to be amortized in 2-5 years
|
(7.2
|
)
|
|
(12.4
|
)
|
Less deferred borrowing costs to be amortized in more than 5 years
|
(2.1
|
)
|
|
—
|
|
Total due after more than one year
|
1,395.1
|
|
|
1,451.8
|
|
Total borrowings
|
1,398.4
|
|
|
1,446.8
|
|
|
Successor
|
|
Successor
|
||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||
|
€m
|
|
€m
|
||
Current liabilities/(assets)-syndicated loans
|
5.1
|
|
|
—
|
|
Less deferred borrowing costs to be amortized within 1 year
|
(1.8
|
)
|
|
(5.0
|
)
|
Total current loans and borrowings
|
3.3
|
|
|
(5.0
|
)
|
Non-current liabilities-syndicated loans and secured notes
|
|
|
|
||
2020 floating rate senior secured notes
|
—
|
|
|
500.0
|
|
2024 fixed rate senior secured notes
|
400.0
|
|
|
—
|
|
Senior C1 EUR
|
—
|
|
|
363.3
|
|
Senior C2 GBP
|
—
|
|
|
275.9
|
|
Senior C3 EUR
|
—
|
|
|
325.0
|
|
Senior B3 EUR
|
500.0
|
|
|
—
|
|
Senior B4 USD
|
504.4
|
|
|
—
|
|
Less deferred borrowing costs to be amortized in 2—5 years
|
(7.2
|
)
|
|
(12.4
|
)
|
Less deferred borrowing costs to be amortized in more than 5 years
|
(2.1
|
)
|
|
—
|
|
Total non-current loans and borrowings
|
1,395.1
|
|
|
1,451.8
|
|
Total borrowings
|
1,398.4
|
|
|
1,446.8
|
|
Borrowings under the syndicated loan facility and floating rate notes
|
1,398.4
|
|
|
1,446.8
|
|
22)
|
Trade and other payables
|
|
Successor
|
|
Successor
|
||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||
Current liabilities
|
€m
|
|
€m
|
||
Trade payables
|
328.9
|
|
|
345.0
|
|
Accruals and deferred income
|
109.6
|
|
|
92.4
|
|
Social security and other taxes
|
18.2
|
|
|
19.3
|
|
Other payables
|
17.7
|
|
|
13.7
|
|
Finance lease obligations
|
—
|
|
|
0.6
|
|
Financial payables
|
3.1
|
|
|
1.7
|
|
Total current trade and other payables
|
477.5
|
|
|
472.7
|
|
Non-current liabilities
|
|
|
|
||
Finance lease obligations
|
—
|
|
|
1.0
|
|
Accruals and deferred income
|
1.8
|
|
|
—
|
|
Total non-current trade and other payables
|
1.8
|
|
|
1.0
|
|
Total trade and other payables
|
479.3
|
|
|
473.7
|
|
|
Future minimum lease
payments
|
Interest
|
Present value of minimum
lease payments
|
||||||||||||
€m
|
Dec 31, 2017
|
|
Dec 31, 2016
|
Dec 31, 2017
|
|
Dec 31, 2016
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||||
Less than one year
|
—
|
|
|
0.7
|
|
—
|
|
|
0.1
|
|
—
|
|
|
0.6
|
|
Between one and five years
|
—
|
|
|
1.1
|
|
—
|
|
|
0.1
|
|
—
|
|
|
1.0
|
|
More than five years
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
—
|
|
|
0.2
|
|
—
|
|
|
1.6
|
|
23)
|
Employee benefits
|
i.
|
Defined contribution plans
|
ii.
|
Defined benefit plans
|
|
Successor
|
|
Successor
|
||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||
|
€m
|
|
€m
|
||
Total employee benefit obligations-Germany
|
117.5
|
|
|
121.8
|
|
Total employee benefit obligations-Sweden
|
59.8
|
|
|
56.7
|
|
Total employee benefit obligations-Italy
|
5.3
|
|
|
5.1
|
|
Total employee benefit obligations-Austria
|
2.8
|
|
|
4.2
|
|
Sub-total
|
185.4
|
|
|
187.8
|
|
Total net employee benefit obligations-other countries
|
3.0
|
|
|
3.1
|
|
Total net employee benefit obligations
|
188.4
|
|
|
190.9
|
|
|
Defined benefit
retirement plans
|
|
Post-employment
medical benefits
and other benefits
|
|
Total
|
|||
December 31, 2017
|
€m
|
|
€m
|
|
€m
|
|||
Present value of unfunded defined benefit obligations
|
65.7
|
|
|
4.9
|
|
|
70.6
|
|
Present value of funded defined benefit obligations
|
196.1
|
|
|
—
|
|
|
196.1
|
|
Subtotal present value of defined benefit obligations
|
261.8
|
|
|
4.9
|
|
|
266.7
|
|
Fair value of plan assets
|
(81.3
|
)
|
|
—
|
|
|
(81.3
|
)
|
Recognized liability for net defined benefit obligations
|
180.5
|
|
|
4.9
|
|
|
185.4
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
December 31, 2016
|
€m
|
|
€m
|
|
€m
|
|||
Present value of unfunded defined benefit obligations
|
62.5
|
|
|
4.9
|
|
|
67.4
|
|
Present value of funded defined benefit obligations
|
200.2
|
|
|
—
|
|
|
200.2
|
|
Subtotal present value of defined benefit obligations
|
262.7
|
|
|
4.9
|
|
|
267.6
|
|
Fair value of plan assets
|
(79.8
|
)
|
|
—
|
|
|
(79.8
|
)
|
Recognized liability for net defined benefit obligations
|
182.9
|
|
|
4.9
|
|
|
187.8
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Opening balance January 1, 2017
|
182.9
|
|
|
4.9
|
|
|
187.8
|
|
Current service cost
|
4.1
|
|
|
(0.1
|
)
|
|
4.0
|
|
Interest cost
|
3.5
|
|
|
0.1
|
|
|
3.6
|
|
Actuarial gains
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
Contributions to plan
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
Benefits paid
|
(4.9
|
)
|
|
—
|
|
|
(4.9
|
)
|
Exchange adjustments
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
As at December 31, 2017
|
180.5
|
|
|
4.9
|
|
|
185.4
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Opening balance January 1, 2016
|
159.4
|
|
|
5.7
|
|
|
165.1
|
|
Current service cost
|
3.9
|
|
|
(0.4
|
)
|
|
3.5
|
|
Interest cost
|
3.9
|
|
|
0.1
|
|
|
4.0
|
|
Actuarial losses
|
23.6
|
|
|
—
|
|
|
23.6
|
|
Contributions to plan
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
Benefits paid
|
(5.1
|
)
|
|
(0.3
|
)
|
|
(5.4
|
)
|
Exchange adjustments
|
(2.3
|
)
|
|
(0.2
|
)
|
|
(2.5
|
)
|
As at December 31, 2016
|
182.9
|
|
|
4.9
|
|
|
187.8
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Opening balance January 1, 2017
|
262.7
|
|
|
4.9
|
|
|
267.6
|
|
Current service cost
|
4.1
|
|
|
(0.1
|
)
|
|
4.0
|
|
Interest cost
|
4.9
|
|
|
0.1
|
|
|
5.0
|
|
Actuarial experience losses
|
0.5
|
|
|
—
|
|
|
0.5
|
|
Actuarial losses arising from changes in financial assumptions
|
1.5
|
|
|
—
|
|
|
1.5
|
|
Actuarial gains arising from changes in demographic assumptions
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
Contributions to plan
|
0.3
|
|
|
—
|
|
|
0.3
|
|
Benefits paid
|
(7.5
|
)
|
|
—
|
|
|
(7.5
|
)
|
Exchange adjustments
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
As at December 31, 2017
|
261.8
|
|
|
4.9
|
|
|
266.7
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Opening balance January 1, 2016
|
238.3
|
|
|
5.7
|
|
|
244.0
|
|
Current service cost
|
3.9
|
|
|
(0.4
|
)
|
|
3.5
|
|
Interest cost
|
5.8
|
|
|
0.1
|
|
|
5.9
|
|
Actuarial experience gains
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
Actuarial losses arising from changes in financial assumptions
|
24.5
|
|
|
—
|
|
|
24.5
|
|
Contributions to plan
|
0.5
|
|
|
—
|
|
|
0.5
|
|
Benefits paid
|
(7.7
|
)
|
|
(0.3
|
)
|
|
(8.0
|
)
|
Exchange adjustments
|
(2.3
|
)
|
|
(0.2
|
)
|
|
(2.5
|
)
|
As at December 31, 2016
|
262.7
|
|
|
4.9
|
|
|
267.6
|
|
|
2017
|
|
|
€m
|
|
Opening balance January 1, 2017
|
79.8
|
|
Interest income
|
1.4
|
|
Actuarial gains arising from the return on plan assets, excluding interest income
|
1.9
|
|
Contributions by employer
|
0.5
|
|
Contributions by members
|
0.3
|
|
Benefits paid
|
(2.6
|
)
|
As at December 31, 2017
|
81.3
|
|
|
2016
|
|
|
€m
|
|
Opening balance January 1, 2016
|
78.9
|
|
Interest income
|
1.9
|
|
Actuarial gains arising from the return on plan assets, excluding interest income
|
0.6
|
|
Contributions by employer
|
0.5
|
|
Contributions by members
|
0.5
|
|
Benefits paid
|
(2.6
|
)
|
As at December 31, 2016
|
79.8
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
2017
|
|
2017
|
|
2017
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Current service cost
|
4.1
|
|
|
(0.1
|
)
|
|
4.0
|
|
Interest cost
|
3.5
|
|
|
0.1
|
|
|
3.6
|
|
For the year ended December 31, 2017
|
7.6
|
|
|
—
|
|
|
7.6
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
2016
|
|
2016
|
|
2016
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Current service cost
|
3.9
|
|
|
(0.4
|
)
|
|
3.5
|
|
Interest cost
|
3.9
|
|
|
0.1
|
|
|
4.0
|
|
For the year ended December 31, 2016
|
7.8
|
|
|
(0.3
|
)
|
|
7.5
|
|
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
||
|
|
€m
|
|
€m
|
||
Actuarial experience losses/(gains)
|
|
0.5
|
|
|
(0.3
|
)
|
Actuarial losses arising from changes in financial assumptions
|
|
1.5
|
|
|
24.5
|
|
Actuarial gains arising from changes in demographic assumptions
|
|
(3.0
|
)
|
|
—
|
|
Actuarial gains arising from the return on plan assets, excluding interest income
|
|
(1.9
|
)
|
|
(0.6
|
)
|
Total actuarial (gains)/losses
|
|
(2.9
|
)
|
|
23.6
|
|
|
|
|
|
|
||
|
|
2017
|
|
2016
|
||
|
|
€m
|
|
€m
|
||
Cumulative amount of actuarial losses recognized in Consolidated Statement of Comprehensive Income
|
|
1.3
|
|
|
4.2
|
|
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||
|
|
€m
|
|
€m
|
||
Equities
|
|
17.4
|
|
|
15.1
|
|
Debt instruments
|
|
51.3
|
|
|
51.7
|
|
Property
|
|
8.9
|
|
|
9.6
|
|
Other
|
|
3.7
|
|
|
3.4
|
|
Total
|
|
81.3
|
|
|
79.8
|
|
|
Defined benefit
retirement plans
|
|
|
|
|
Post-employment medical
benefits and other
benefits
|
||||||||||||
December 31, 2017
|
Germany
|
|
Sweden
|
|
Austria
|
|
Italy
|
|
|
Germany
|
|
Austria
|
||||||
Discount rate
|
1.95
|
%
|
|
2.4
|
%
|
|
2.2
|
%
|
|
1.2
|
%
|
|
|
1.15
|
%
|
|
0.9
|
%
|
Inflation rate
|
2.0
|
%
|
|
1.9
|
%
|
|
2.0
|
%
|
|
1.5
|
%
|
|
|
2.0
|
%
|
|
2.0
|
%
|
Rate of increase in salaries
|
2.8
|
%
|
|
2.25
|
%
|
|
3.0
|
%
|
|
—
|
|
|
|
2.8
|
%
|
|
3.0
|
%
|
Rate of increase for pensions in payment
|
1%-2%
|
|
|
2.25
|
%
|
|
1.7
|
%
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Long term medical cost of inflation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2.0
|
%
|
|
Defined benefit
retirement plans |
|
|
|
|
Post-employment medical
benefits and other benefits |
||||||||||||
December 31, 2016
|
Germany
|
|
Sweden
|
|
Austria
|
|
Italy
|
|
|
Germany
|
|
Austria
|
||||||
Discount rate
|
1.8
|
%
|
|
2.5
|
%
|
|
1.0
|
%
|
|
1.5
|
%
|
|
|
1.2
|
%
|
|
1.0
|
%
|
Inflation rate
|
2.0
|
%
|
|
1.25
|
%
|
|
1.7
|
%
|
|
1.5
|
%
|
|
|
2.0
|
%
|
|
1.7
|
%
|
Rate of increase in salaries
|
2.5
|
%
|
|
2.25
|
%
|
|
3.0
|
%
|
|
—
|
|
|
|
2.5
|
%
|
|
3.0
|
%
|
Rate of increase for pensions in payment
|
1%-2%
|
|
|
2.25
|
%
|
|
1.7
|
%
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Long term medical cost of inflation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2.0
|
%
|
•
|
Germany: Richttafeln 2005
|
•
|
Sweden: DUS 14 (2016: PRI)
|
•
|
Austria: AVO 2008 P ANG
|
•
|
Italy: RG48
|
December 31, 2017 (years)
|
|
Germany
|
|
Sweden
|
|
Austria
|
|
Italy
|
Retiring at the end of the year:
|
|
|
|
|
|
|
|
|
Male
|
|
20
|
|
22
|
|
21
|
|
20
|
Female
|
|
24
|
|
24
|
|
25
|
|
20
|
December 31, 2016 (years)
|
|
Germany
|
|
Sweden
|
|
Austria
|
|
Italy
|
Retiring at the end of the year:
|
|
|
|
|
|
|
|
|
Male
|
|
20
|
|
23
|
|
21
|
|
20
|
Female
|
|
24
|
|
25
|
|
25
|
|
24
|
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
9 months ended December 31, 2015
|
|||
|
|
€m
|
|
€m
|
|
€m
|
|||
Present value of defined benefit obligations
|
|
261.8
|
|
|
262.7
|
|
|
238.3
|
|
Fair value of plan assets
|
|
(81.3
|
)
|
|
(79.8
|
)
|
|
(78.9
|
)
|
Asset ceiling
|
|
—
|
|
|
—
|
|
|
—
|
|
Recognized liability in the scheme
|
|
180.5
|
|
|
182.9
|
|
|
159.4
|
|
Experience losses/(gains) on scheme liabilities
|
|
0.5
|
|
|
(0.3
|
)
|
|
(1.6
|
)
|
Experience (gains)/losses on scheme assets
|
|
(1.9
|
)
|
|
(0.6
|
)
|
|
0.5
|
|
|
Increase
|
|
Decrease
|
||
|
€m
|
|
€m
|
||
Effect on the post-employment benefit obligation
|
(42.3
|
)
|
|
55.8
|
|
24)
|
Provisions
|
|
|
Restructuring
|
|
Onerous/
unfavorable
contracts
|
|
Provisions
related to
other taxes
|
|
Contingent
consideration
|
|
Other
|
|
Total
|
||||||
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||
Balance at December 31, 2015
|
|
21.0
|
|
|
—
|
|
|
31.8
|
|
|
17.4
|
|
|
16.5
|
|
|
86.7
|
|
Additional provision in the period
|
|
60.2
|
|
|
34.7
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|
100.2
|
|
Release of provision
|
|
(5.2
|
)
|
|
—
|
|
|
(9.8
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
(17.6
|
)
|
Adjustment to provisions acquired through business combinations
|
|
—
|
|
|
47.3
|
|
|
2.5
|
|
|
—
|
|
|
2.7
|
|
|
52.5
|
|
Utilization of provision
|
|
(16.7
|
)
|
|
(2.5
|
)
|
|
—
|
|
|
(8.0
|
)
|
|
(2.2
|
)
|
|
(29.4
|
)
|
Unwinding of discounting
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
1.4
|
|
Foreign exchange
|
|
(0.2
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
Balance at December 31, 2016
|
|
59.1
|
|
|
80.6
|
|
|
24.5
|
|
|
10.0
|
|
|
19.5
|
|
|
193.7
|
|
Additional provision in the period
|
|
30.9
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
6.6
|
|
|
43.3
|
|
Release of provision
|
|
(0.1
|
)
|
|
—
|
|
|
(12.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
(13.5
|
)
|
Transfer between categories
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
2.1
|
|
|
—
|
|
Utilization of provision
|
|
(63.6
|
)
|
|
(3.9
|
)
|
|
(5.8
|
)
|
|
—
|
|
|
(8.4
|
)
|
|
(81.7
|
)
|
Unwinding of discounting
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
1.2
|
|
Foreign exchange
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(2.2
|
)
|
Balance at December 31, 2017
|
|
26.3
|
|
|
75.4
|
|
|
10.2
|
|
|
10.4
|
|
|
18.5
|
|
|
140.8
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
68.0
|
|
|||||
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
72.8
|
|
|||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
140.8
|
|
25)
|
Share capital and reserves
|
|
As at Dec 31, 2017
|
|
As at Dec 31, 2016
|
||
|
€m
|
|
€m
|
||
Authorized:
|
|
|
|
||
Unlimited number of Ordinary Shares with nil nominal value issued at $10.00 per share
|
n/a
|
|
|
n/a
|
|
Unlimited number of Founder Preferred Shares with nil nominal value issued at $10 per share
|
n/a
|
|
|
n/a
|
|
Issued and fully paid:
|
|
|
|
||
165,291,546 (December 31, 2016: 182,088,622) Ordinary Shares with nil nominal value
|
1,626.9
|
|
|
1,803.4
|
|
1,500,000 (December 31, 2016: 1,500,000) Founder Preferred Shares with nil nominal value
|
10.6
|
|
|
10.6
|
|
Total share capital and capital reserve
|
1,637.5
|
|
|
1,814.0
|
|
Listing and share transaction costs
|
(13.8
|
)
|
|
(13.3
|
)
|
Total net share capital and capital reserve
|
1,623.7
|
|
|
1,800.7
|
|
|
Issued and Repurchased Ordinary shares
(in millions)
|
|
Balance at December 31, 2015
|
178.4
|
|
Shares issued in the period
|
3.7
|
|
Balance at December 31, 2016
|
182.1
|
|
Shares issued in the year
|
—
|
|
Shares repurchased and canceled in the year
|
(16.8
|
)
|
Balance at December 31, 2017
|
165.3
|
|
|
€m
|
||
At December 31, 2015
|
13.3
|
|
|
Placement fees
|
—
|
|
|
At December 31, 2016
|
13.3
|
|
|
Share transaction costs
|
0.5
|
|
|
At December 31, 2017
|
13.8
|
|
1.
|
the right to
one
vote per Founder Preferred Share on all matters to be voted on by shareholders generally and vote together with the holders of ordinary shares;
|
2.
|
commencing on January 1, 2015 and for each financial year thereafter:
|
a.
|
once the average price per ordinary share for the Dividend Determination Period, ie. the last
ten
consecutive trading days of a year is at least
$11.50
(which condition has been satisfied for the year ended
December 31, 2015
), the right to receive a Founder Preferred Shares Annual Dividend Amount (as more fully described below), payable in Ordinary Shares or cash, at the Company’s sole option; and
|
b.
|
the right to receive dividends and other distributions as may be declared from time to time by the Company’s board of directors with respect to the Ordinary Shares (such dividends to be distributed among the holders of Founder Preferred Shares, as if for such purpose the Founder Preferred Shares had been converted into Ordinary Shares immediately prior to such distribution) plus an amount equal to
20%
of the dividend which would be distributable on such number of Ordinary Shares equal to the Preferred Share Dividend Equivalent (as defined below); and
|
3.
|
in addition to amounts payable pursuant to clause 2 above, the right, together with the holders of Ordinary Shares, to receive such portion of all amounts available for distribution and from time to time distributed by way of dividend or otherwise at such time as determined by the Directors; and
|
4.
|
the right to an equal share (with the holders of Ordinary Shares on a share for share basis) in the distribution of the surplus assets of Nomad on its liquidation as are attributable to the Founder Preferred Shares; and
|
5.
|
the ability to convert into Ordinary Shares on a
1
-for-1 basis (mandatorily upon a Change of Control or the seventh full financial year after an acquisition).
|
26)
|
Share-based compensation reserve
|
|
Share based
compensation reserve
|
|
|
€m
|
|
Balance as of January 1, 2017
|
1.0
|
|
Non-Executive Director restricted share awards charge
|
0.8
|
|
Directors and Senior Management share awards charge
|
1.8
|
|
Vesting of Non-Executive Director restricted shares
|
(0.7
|
)
|
Balance as of December 31, 2017
|
2.9
|
|
27)
|
Founder Preferred Shares Dividend Reserve
|
|
Founder
Preferred Shares
Dividend Reserve
|
|
|
€m
|
|
Balance as of January 1, 2017
|
493.4
|
|
Settlement of dividend through share issue
|
—
|
|
Balance as of December 31, 2017
|
493.4
|
|
28)
|
Translation reserve
|
29)
|
Cash flow hedging reserve
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
(Losses)/gains arising in the revaluation of hedge instruments
|
(76.5
|
)
|
|
14.2
|
|
|
1.6
|
|
|
—
|
|
|
|
—
|
|
Less: Gains/(losses) reclassified to the Consolidated Statement of Profit or Loss
|
60.1
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Total
|
(16.4
|
)
|
|
10.1
|
|
|
1.6
|
|
|
—
|
|
|
|
—
|
|
30)
|
Earnings/(loss) per share
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
Net profit/(loss) attributable to shareholders (€m)
|
136.5
|
|
|
36.4
|
|
|
(337.3
|
)
|
|
(167.5
|
)
|
|
|
(128.0
|
)
|
Weighted average Ordinary Shares and Founder Preferred Shares
|
176,080,272
|
|
|
183,518,743
|
|
|
145,590,810
|
|
|
50,025,000
|
|
|
|
n.p.
|
|
Basic earnings/(loss) per share (€’s)
|
0.78
|
|
|
0.20
|
|
|
(2.32
|
)
|
|
(3.35
|
)
|
|
|
n.p.
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
Net profit/(loss) attributable to shareholders (€m)
|
136.5
|
|
|
36.4
|
|
|
(337.3
|
)
|
|
(167.5
|
)
|
|
|
(128.0
|
)
|
Weighted average Ordinary Shares and Founder Preferred Shares
|
184,786,162
|
|
|
183,528,621
|
|
|
145,590,810
|
|
|
50,025,000
|
|
|
|
n.p.
|
|
Diluted earnings/(loss) per share (€’s)
|
0.74
|
|
|
0.20
|
|
|
(2.32
|
)
|
|
(3.35
|
)
|
|
|
n.p.
|
|
31)
|
Reconciliation of liabilities arising from financing activities
|
|
|
|
Cash movements
|
|
|
Non-cash movements
|
|
|
||||||||||||||||
|
Opening balance as of December 31, 2016
|
|
Cash inflow (1)
|
|
Cash outflow (2)
|
|
|
Interest accretion
|
|
Exchange movement
|
|
Fair value changes
|
|
Other non-cash adjustments
|
|
Closing balance as of December 31, 2017
|
||||||||
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||||
Total loans and borrowings (Note 21)
|
1,446.8
|
|
|
1,470.5
|
|
|
(1,469.5
|
)
|
|
|
—
|
|
|
(55.7
|
)
|
|
—
|
|
|
6.3
|
|
|
1,398.4
|
|
Total finance lease obligations (Note 22)
|
1.6
|
|
|
—
|
|
|
(1.6
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Financial payables (Note 22)
|
1.7
|
|
|
—
|
|
|
(53.3
|
)
|
|
|
54.0
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
Derivatives: (Net) Fair value of forward foreign exchange and currency swap contracts FVPTL
|
0.3
|
|
|
3.9
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
0.7
|
|
Derivatives: (Net) Fair value of cross currency interest rate swaps
|
—
|
|
|
4.5
|
|
|
(2.3
|
)
|
|
|
—
|
|
|
—
|
|
|
40.6
|
|
|
—
|
|
|
42.8
|
|
32)
|
Cash flows from operating activities
|
|
|
|
Successor
|
|
Successor
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||
|
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
9 months ended December 31, 2015
|
|
Year ended March 31, 2015
|
|
|
5 months ended May 31, 2015
|
|||||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Profit/(loss) for the period
|
|
|
136.5
|
|
|
36.4
|
|
|
(337.3
|
)
|
|
(167.5
|
)
|
|
|
(128.0
|
)
|
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exceptional items
|
7
|
|
37.2
|
|
|
134.5
|
|
|
58.1
|
|
|
0.7
|
|
|
|
84.3
|
|
Non-cash charge related to Founder Preferred Shares Annual Dividend Amount
|
|
|
—
|
|
|
—
|
|
|
349.0
|
|
|
165.8
|
|
|
|
—
|
|
Non-cash (charge)/credit related to Warrant Redemption Liability
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
|
|
—
|
|
Non-cash fair value purchase price adjustment of inventory
|
|
|
—
|
|
|
—
|
|
|
37.0
|
|
|
—
|
|
|
|
—
|
|
Non-cash cash flow hedge reserve acquisition accounting adjustment
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
|
—
|
|
Non-cash Chairman and Independent Non-Executive Director fees
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
|
—
|
|
Unrealized gain on portfolio investments
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
|
—
|
|
Share based payments expense
|
|
|
2.6
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Depreciation charge
|
12
|
|
35.9
|
|
|
43.3
|
|
|
20.3
|
|
|
—
|
|
|
|
11.3
|
|
Amortization
|
13
|
|
6.5
|
|
|
7.8
|
|
|
1.5
|
|
|
—
|
|
|
|
1.2
|
|
Loss on disposal of property, plant and equipment
|
|
|
0.5
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
Finance costs
|
10
|
|
81.6
|
|
|
86.3
|
|
|
44.2
|
|
|
—
|
|
|
|
117.7
|
|
Finance income
|
10
|
|
(7.2
|
)
|
|
(24.2
|
)
|
|
(8.7
|
)
|
|
—
|
|
|
|
(2.0
|
)
|
Taxation
|
11
|
|
32.0
|
|
|
39.6
|
|
|
(12.3
|
)
|
|
—
|
|
|
|
40.9
|
|
Operating cash flow before changes in working capital, provisions and exceptional items
|
|
|
325.6
|
|
|
325.6
|
|
|
156.3
|
|
|
(0.5
|
)
|
|
|
125.4
|
|
Decrease/(increase) in inventories
|
|
|
16.7
|
|
|
(18.1
|
)
|
|
(15.9
|
)
|
|
—
|
|
|
|
28.3
|
|
(Increase)/decrease in trade and other receivables
|
|
|
(1.6
|
)
|
|
(8.8
|
)
|
|
64.3
|
|
|
—
|
|
|
|
(8.5
|
)
|
Increase/(decrease) in trade and other payables
|
|
|
18.1
|
|
|
60.8
|
|
|
(44.0
|
)
|
|
0.7
|
|
|
|
(41.0
|
)
|
Decrease in employee benefit and other provisions
|
|
|
(0.3
|
)
|
|
(3.3
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
|
(2.0
|
)
|
Cash generated from operations before tax and exceptional items
|
|
|
358.5
|
|
|
356.2
|
|
|
159.2
|
|
|
0.2
|
|
|
|
102.2
|
|
33)
|
Financial risk management
|
a)
|
Overall risk management policy
|
b)
|
Market risk (including currency risk and interest rate risk)
|
Currency risk
|
|
Foreign currency risk on assets and liabilities in currencies other than functional currency
|
Description
|
The Company is exposed to foreign exchange risk arising from the translation of assets and liabilities denominated in currencies other than the Euro. This affects particularly Nomad’s U.S. Dollar loans and cross currency interest rate swaps and Nomad's GBP loans and cross currency interest rate swaps.
|
Mitigation & Impact on
|
Any foreign exchange movement resulting from the translation of
$610m
term loan to Euros
|
Statement of Financial
|
is offset with the translation of the receive U.S. Dollar, pay Euro cross currency interest rate
|
Position / Equity /
|
swaps. Gains/losses on the cross currency interest rate swap are released from cash flow
|
Income Statement
|
hedge reserve to match the gain or losses on the U.S. Dollar debt as they impact profit and loss.
|
Sensitivity analysis
|
During
2017
, the Euro strengthened by
3.9%
(
2016
: strengthened by
13.8%
) against Sterling.
|
Currency risk
|
|
Foreign currency risk on purchases
|
Mitigation & Impact on
|
The Company’s policy is to reduce this risk by using foreign exchange forward contracts
|
Statement of Financial
|
which are designated as cash flow hedges. These contracts all have a maturity of less
|
Position / Equity /
|
than one year. The fair value of the U.S. Dollars forward contracts with reference to
|
Income Statement
|
non-USD functional currencies as at
December 31, 2017
is an asset of
€6.5 million
(
2016
:
€11.0 million
asset). All forecast transactions are still expected to occur.
|
Sensitivity analysis
|
During
2017
, the Euro strengthened by
3.9%
against Sterling, and strengthened by
13.9%
against the U.S.Dollar and strengthened by
2.7%
against the Swedish Krona.
|
Interest rate risk
|
Description
|
The Company has significant levels of floating rate borrowings and is therefore exposed to the impact of interest rate fluctuations.
|
Equity / Income Statement
|
The Company’s policy on interest rate risk is designed to limit the Company’s exposure to fluctuating interest rates. In 2017 the Company entered into a
€400 million
7
year fixed rate Bond, floating rate senior Euro debt of
€500 million
and floating rate senior USD of
$610 million
. The company also entered into cross currency interest rate swaps to swap its floating USD term loans to fixed Euros or Sterling.
|
Sensitivity analysis
|
In
2017
, one month GBP LIBOR rates increased by
0.25
percentage points (
2016
:
0.25
percentage points decrease) and there were no significant changes in three month EURIBOR rates (
2016
: decreased by
0.15
percentage points). Negative interest rates are treated as
0%
for the purpose of the interest applied on the senior loans.
|
c)
|
Credit risk
|
Description
|
Credit risk arises on cash and cash equivalents and derivative financial instruments with banks and financial institutions, as well as on credit exposures to customers. See Note 18 for analysis of the trade receivables balance and Note 20 for analysis of the cash and cash equivalents balance.
|
Mitigation
|
The Company limits counterparty exposures by monitoring each counterparty carefully and where possible, setting credit limits by reference to published ratings. The Company limits its exposure to individual financial institutions by spreading forward foreign exchange contracts, cross currency interest rate swaps and surplus cash deposits between several institutions.
|
d)
|
Liquidity risk
|
Description
|
The Company is exposed to the risk that it is unable to meet its commitments as they fall due. The Company has financial conditions imposed by its lenders which it must achieve in order to maintain its current level of borrowings. A single net debt covenant is carried out quarterly and at the end of each financial year. There have been no breaches of the covenants throughout the year.
|
Mitigation
|
The Company ensures that it has sufficient cash and available funding through regular cash flow and covenant forecasting. In addition, the Company has access to a revolving credit facility of
€80.0 million
, expiring in May 2023. This is available to finance working capital requirements and for general corporate purposes. Currently
€14.0 million
is utilized for letters of credit, overdrafts, customer bonds and bank guarantees.
|
2017
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Over 5 years
|
|
Total
|
|||||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|||||||
Borrowings-principal
|
5.1
|
|
|
5.1
|
|
|
5.1
|
|
|
5.1
|
|
|
5.1
|
|
|
1,384.0
|
|
|
1,409.5
|
|
Borrowings-interest
|
46.3
|
|
|
46.0
|
|
|
46.0
|
|
|
45.7
|
|
|
45.5
|
|
|
62.9
|
|
|
292.4
|
|
Forward contracts Sell
|
484.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
484.0
|
|
Forward contracts Buy
|
(479.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(479.6
|
)
|
Cross Currency Interest Rate Swaps Pay
|
29.1
|
|
|
28.7
|
|
|
28.6
|
|
|
28.4
|
|
|
801.4
|
|
|
—
|
|
|
916.2
|
|
Cross Currency Interest Rate Swaps Receive
|
(32.0
|
)
|
|
(31.6
|
)
|
|
(31.4
|
)
|
|
(31.2
|
)
|
|
(759.3
|
)
|
|
—
|
|
|
(885.5
|
)
|
Trade and other payables excluding non-financial liabilities
|
441.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
441.6
|
|
Total
|
494.5
|
|
|
48.2
|
|
|
48.3
|
|
|
48.0
|
|
|
92.7
|
|
|
1,446.9
|
|
|
2,178.6
|
|
2016
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Over 5 years
|
|
Total
|
|||||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|||||||
Borrowings-principal
|
—
|
|
|
—
|
|
|
—
|
|
|
1,464.2
|
|
|
—
|
|
|
—
|
|
|
1,464.2
|
|
Borrowings-interest
|
59.7
|
|
|
60.0
|
|
|
60.9
|
|
|
29.9
|
|
|
—
|
|
|
—
|
|
|
210.5
|
|
Forward contracts Sell
|
367.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
367.8
|
|
Forward contracts Buy
|
(381.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(381.3
|
)
|
Trade and other payables excluding non-financial liabilities
|
439.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
439.1
|
|
Total
|
485.3
|
|
|
60.0
|
|
|
60.9
|
|
|
1,494.1
|
|
|
—
|
|
|
—
|
|
|
2,100.3
|
|
34)
|
Financial instruments
|
a)
|
Categories of financial instruments
|
|
Cash and cash equivalents
|
|
Loans and
receivables |
|
Derivatives at
fair value
through profit
or loss
|
|
Derivatives
used for
hedging (see
(c))
|
|
Financial
liabilities at
amortized cost
|
|
Total
|
||||||
2017
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
—
|
|
|
94.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94.7
|
|
Derivative financial instruments
|
—
|
|
|
—
|
|
|
3.2
|
|
|
17.5
|
|
|
—
|
|
|
20.7
|
|
Cash and cash equivalents
|
219.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219.2
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade and other payables excluding non-financial liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(441.6
|
)
|
|
(441.6
|
)
|
Derivative financial instruments
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(68.5
|
)
|
|
—
|
|
|
(69.2
|
)
|
Loans and borrowings (note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,409.5
|
)
|
|
(1,409.5
|
)
|
Total
|
219.2
|
|
|
94.7
|
|
|
2.5
|
|
|
(51.0
|
)
|
|
(1,851.1
|
)
|
|
(1,585.7
|
)
|
|
Cash and cash equivalents
|
|
Loans and
receivables |
|
Derivatives at
fair value through profit or loss |
|
Derivatives
used for hedging (see (c)) |
|
Financial
liabilities at amortized cost |
|
Total
|
||||||
2016
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
—
|
|
|
92.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92.3
|
|
Derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
13.1
|
|
|
—
|
|
|
13.1
|
|
Cash and cash equivalents
|
329.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
329.5
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade and other payables excluding non-financial liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(439.1
|
)
|
|
(439.1
|
)
|
Derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
Loans and borrowings (note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,464.2
|
)
|
|
(1,464.2
|
)
|
Total
|
329.5
|
|
|
92.3
|
|
|
—
|
|
|
11.7
|
|
|
(1,903.3
|
)
|
|
(1,469.8
|
)
|
b)
|
Fair values
|
(i)
|
Derivative financial instruments
|
(ii)
|
Trade and other payables/receivables
|
(iii)
|
Cash and cash equivalents/overdrafts
|
|
Fair value
|
|
Carrying value
|
||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||
Senior loans
|
—
|
|
|
970.3
|
|
|
—
|
|
|
964.2
|
|
2020 floating rate senior secured notes
|
—
|
|
|
505.2
|
|
|
—
|
|
|
500.0
|
|
Senior EUR/USD loans
|
1,012.7
|
|
|
—
|
|
|
1,009.5
|
|
|
—
|
|
2024 fixed rate senior secured notes
|
412.2
|
|
|
—
|
|
|
400.0
|
|
|
—
|
|
Less deferred borrowing costs
|
—
|
|
|
—
|
|
|
(11.1
|
)
|
|
(17.4
|
)
|
|
1,424.9
|
|
|
1,475.5
|
|
|
1,398.4
|
|
|
1,446.8
|
|
c)
|
Derivatives
|
|
As at Dec 31, 2017
|
|
As at Dec 31, 2016
|
||
|
€m
|
|
€m
|
||
Cross Currency Interest Rate Swaps
|
18.6
|
|
|
—
|
|
Forward foreign exchange contracts
|
2.1
|
|
|
13.1
|
|
Total assets
|
20.7
|
|
|
13.1
|
|
Cross Currency Interest Rate Swaps
|
(61.4
|
)
|
|
—
|
|
Forward foreign exchange contracts
|
(7.8
|
)
|
|
(1.4
|
)
|
Total liabilities
|
(69.2
|
)
|
|
(1.4
|
)
|
Total
|
(48.5
|
)
|
|
11.7
|
|
|
Gross amount
of financial
instruments as
presented upon
balance sheet
|
|
Related
financial
instruments
that are offset
|
|
Net amount
|
|||
As at Dec 31, 2017
|
€m
|
|
€m
|
|
€m
|
|||
Derivatives - assets
|
20.7
|
|
|
(20.7
|
)
|
|
—
|
|
Derivatives - liabilities
|
(69.2
|
)
|
|
20.7
|
|
|
(48.5
|
)
|
|
Gross amount
of financial instruments as presented upon balance sheet |
|
Related
financial instruments that are offset |
|
Net amount
|
|||
As at Dec 31, 2016
|
€m
|
|
€m
|
|
€m
|
|||
Derivatives - assets
|
13.1
|
|
|
(1.4
|
)
|
|
11.7
|
|
Derivatives - liabilities
|
(1.4
|
)
|
|
1.4
|
|
|
—
|
|
35)
|
Operating leases
|
|
As at Dec 31, 2017
|
|
As at Dec 31, 2016
|
||
|
€m
|
|
€m
|
||
Less than one year
|
17.8
|
|
|
18.3
|
|
Between one and three years
|
26.1
|
|
|
29.6
|
|
Between three and five years
|
17.8
|
|
|
22.0
|
|
More than five years
|
106.6
|
|
|
109.7
|
|
Total
|
168.3
|
|
|
179.6
|
|
36)
|
Capital commitments
|
|
As at Dec 31, 2017
|
|
As at Dec 31, 2016
|
||
|
€m
|
|
€m
|
||
Property, plant and equipment
|
3.0
|
|
|
8.1
|
|
Intangible assets
|
2.6
|
|
|
5.4
|
|
Total
|
5.6
|
|
|
13.5
|
|
Item 19.
|
Exhibits
|
|
|
|
|
Incorporation by Reference
|
|
|
|||||
Exhibit
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
No.
|
|
Period
Covered or
Date of
Filing
|
|
Included in
this
Annual
Report
|
|
|
Amended and Restated Memorandum and Articles of Association
|
|
6-K (001-37669)
|
|
99.1
|
|
1/14/2016
|
|
|
||
|
Registration Rights Agreement dated as of June 1, 2015 among Nomad Holdings Limited, Birds Eye Iglo Limited Partnership Inc, Mariposa Acquisition II, LLC, TOMS Acquisition I LLC, TOMS Capital Investments LLC and funds managed by Pershing Square.
|
|
F-1 (333-208181)
|
|
4.1
|
|
11/24/2015
|
|
|
||
|
Indenture dated as of May 3, 2017 among Nomad Foods Bondco PLC, Nomad Foods Limited, Deutsche Trustee Company Limited, Deutsche Bank AG, London Branch, Deutsche Bank Luxembourg S.A., and Credit Suisse AG, London Branch and the Subsidiary Guarantors named therein.
|
|
6-K (001-37669)
|
|
99.3
|
|
5/3/2017
|
|
|
||
|
Share Sale and Purchase Agreement, dated as of October 29, 2015, among Liongem Sweden 1 AB, Iglo Foods Group Limited and Nomad Foods Limited
|
|
F-1 (333-208181)
|
|
2.2
|
|
11/24/2015
|
|
|
||
|
Senior Facilities Agreement, originally dated July 3, 2014, as amended and restated from time to time including pursuant to the 2017 Amendment and Restatement Agreement for Nomad Foods Limited with Credit Suisse AG, London Branch, Deutsche Bank AG, London Branch, Goldman Sachs Bank USA and UBS Limited.
|
|
6-K (001-37669)
|
|
99.1
|
|
5/3/2017
|
|
|
||
|
Intercreditor Agreement, originally dated as of July 3, 2014, as amended and restated from time to time including, pursuant to the 2017 Amendment and Restatement Agreement among Nomad Foods Limited, Credit Suisse AG, London Branch, Deutsche Bank Company Limited and certain entities named therein.
|
|
6-K (001-37669)
|
|
99.2
|
|
5/3/2017
|
|
|
||
|
Senior Facilities Agreement, originally dated July 3, 2014, as amended and restated from time to time including pursuant to the December 2017 Amendment and Restatement Agreement for Nomad Foods Limited with Credit Suisse International, Deutsche Bank AG, London Branch, Goldman Sachs Bank USA, UBS Limited and Credit Suisse AG, London Branch.
|
|
6-K (001-37669)
|
|
99.1
|
|
12/20/2017
|
|
|
||
|
Nomad Foods Limited Long-Term 2015 Incentive Plan
|
|
F-1 (333-208181)
|
|
10.2
|
|
11/24/2015
|
|
|
||
|
Service Agreement between the Company and Stéfan Descheemaeker.
|
|
F-1 (333-208181)
|
|
10.3
|
|
11/24/2015
|
|
|
||
|
Service Agreement, dated as of February 15, 2018, between the Company and Samy Zekhout.
|
|
|
|
|
|
|
|
X
|
||
|
Contract of Employment, dated as of September 4, 2015, between the Company and Paul Kenyon
|
|
F-1 (333-208181)
|
|
10.4
|
|
11/24/2015
|
|
|
||
|
Contract of Employment, dated as of January 5, 2007, between Tania Howarth and the Company, and related Letter Agreement
|
|
20-F
(001-37669)
|
|
4.9
|
|
|
4/1/2016
|
|
|
|
|
|
|
Incorporation by Reference
|
|
|
|||||
Exhibit
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
No.
|
|
Period
Covered or
Date of
Filing
|
|
Included in
this
Annual
Report
|
|
|
Advisory Services Agreement, dated as of June 15, 2015, among Nomad Foods Limited, Mariposa Capital, LLC and TOMS Capital LLC
|
|
F-1 (333-208181)
|
|
10.5
|
|
11/24/2015
|
|
|
||
|
List of Significant Subsidiaries
|
|
|
|
|
|
|
|
X
|
||
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
|
|
|
|
|
|
|
X
|
||
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
|
|
|
|
|
|
|
X
|
||
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
||
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
||
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
|
|
|
|
X
|
||
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
X
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
X
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
X
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
X
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
X
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
X
|
NOMAD FOODS LIMITED
|
|
By:
/s/ Jason Ashton
|
Name: Jason Ashton
|
Title: Interim Chief Financial Officer
|
NOMAD FOODS EUROPE LIMITED
|
|
AND
|
|
SAMY ZEKHOUT
|
(1)
|
NOMAD FOODS EUROPE LIMITED
, a company incorporated in England and Wales (registered number 05879466) whose registered office is at 1 New Square, Bedfont Lakes Business Park, Feltham, Middlesex, TW14 8HA (the "
Company
"); and
|
(2)
|
SAMY ZEKHOUT
of
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
(the "
Executive
"); and
|
(3)
|
NOMAD FOODS LIMITED
incorporated in the British Virgin Islands with Company Number 1818482, whose registered office is Nemours Chambers, Road Town, Tortola, British Virgin Islands (“
Nomad
”)
|
1.
|
COMMENCEMENT AND TERM
|
1.1
|
The Executive's employment under this Agreement shall commence on [
1st April 2018
] (the "
Commencement Date
") at Work Level 5 (further details of the Company’s work levels are available from Human Resources).
|
1.2
|
The employment of the Executive shall (subject to the provisions of this Agreement) be for an indefinite period terminable by either party giving the other not less than 6 months' notice in writing, such notice to expire at any time.
|
1.3
|
The Executive’s employment is conditional on receipt of references and a medical report, in both cases satisfactory to the Company.
|
2.
|
EXECUTIVE'S DUTIES
|
2.1.1
|
serve to the best of his ability in the capacity of Chief Finance Officer and as a director of the Company and Nomad;
|
2.1.2
|
report to Stefan Descheemaeker, CEO or such other person as the Board of Directors of Nomad may specify (the “
Board
”);
|
2.1.3
|
faithfully and diligently perform such duties and exercise such powers consistent with them as the Board (or anyone authorised by the Board) may from time to time properly and reasonably assign to or confer upon him;
|
2.1.4
|
comply with the reasonable instructions of the Board from time to time; and
|
2.1.5
|
do all in his power to protect promote develop and extend the business interests and reputation of the Group.
|
2.2.1
|
The Executive shall not be entitled to any additional compensation or fees (from the Company, Nomad or otherwise) as a result of such appointment, nor shall it give rise to an employment relationship with Nomad;
|
2.2.2
|
Removal from the Board of Nomad shall not (1) give rise to any breach of contract by the Company or any Associated Company and (2) in itself affect the Executive’s employment with the Company; and
|
2.2.3
|
The Executive’s appointment and any re-appointment as a Director is subject to Nomad’s memorandum and articles of association (as amended from time to time) (the "
Articles
"). Nothing in this letter will be taken to exclude or vary the Articles as they apply to you as a Director of Nomad. The Executive shall, during the appointment (i) act as a Director of Nomad and comply with all obligations on the Executive under British Virgin Islands law (including but without limitation the BVI Business Companies Act (the "
BVI Companies Act
") and all applicable provisions of common law) and regulations or any other applicable laws and regulations in the Executive’s positions as such including, without limitation, the rules of the New York Stock Exchange or any other stock exchanges on which Nomad shares are listed and/or traded, (ii) comply with the Articles, (iii) abide by any statutory, fiduciary or common-law duties to Nomad and (iv) not do anything that would cause the Executive to be disqualified from acting as a Director.
|
2.3
|
The Executive shall unless prevented by sickness, injury or other incapacity or as otherwise agreed by the Board and subject to this Agreement devote the whole of his time attention and abilities during his working hours (which shall be normal business hours and such additional hours as may be reasonably necessary for the proper performance of his duties) to the business and affairs of the Group. The Executive acknowledges that he has unmeasured working time for the purposes of Regulation 20 of the Working Time Regulations.
|
2.4
|
The Executive shall work at the Company's offices at Bedfont Lakes, Middlesex or such other place of business of the Group which the Board may reasonably require for the proper performance of his duties and the Executive may be required to travel both inside and outside of the UK on the business of the Group.
|
2.5
|
The Executive shall not during the continuance of this Agreement without the prior written consent of the Board of Nomad (such consent not to be unreasonably withheld or delayed) directly or indirectly carry on or be engaged concerned or interested in any other business trade or occupation otherwise than as a holder directly or through nominees of either not more than 3 per cent in aggregate of any class of shares, debentures or other securities in issue from time to time of any company which are for the time being quoted or dealt in on any recognised investment exchange (as defined by Section 285 of the Financial Services and Markets Act 2001) or passive shareholdings for investment purposes in companies which do not at the relevant time compete or otherwise conflict with the business of the Company or any Associated Company PROVIDED THAT it is acknowledged that the Executive has an existing involvement with the following companies: Siamab; Detechtion; N12 Technologies; Bin1Ate; Rental Beast; SwapOnz; Briggs and Algama. On the basis of the information currently available it is acknowledged that these interests are non-competitive and/or do not conflict with the business of the Company or any Associated Company. The Executive agrees that he shall not increase the level of interest or activity in the listed concerns, nor take on any other interests that would conflict with this clause 2.5.
|
2.6
|
Following the service of notice by either party to terminate the Executive's employment, or if the Executive purports to terminate this Agreement in breach of contract, the Board may require the Executive not to perform any services for a defined period or until the termination of his employment. During this period:
|
2.6.1
|
the Company shall not be obliged to provide any work, or vest any powers in the Executive, who shall have no right to perform any services for the Company and the Board may appoint a replacement to carry out the Executive's duties and responsibilities;
|
2.6.2
|
the Executive shall continue to receive his salary and contractual benefits in the usual way;
|
2.6.3
|
the Executive shall remain an employee of the Company and (save as varied by the operation of this clause) be bound by the terms of this Agreement, particularly in relation to any duties of confidentiality and fidelity;
|
2.6.4
|
the Executive shall use all reasonable endeavours to remain contactable at all times during normal working hours by telephone and shall remain ready to attend work on reasonable notice (if so required by the Company);
|
2.6.5
|
the Executive shall not engage in any activities or other occupation (whether paid or unpaid) in breach of his obligations under this Agreement. In particular, the Executive shall not directly or indirectly or on behalf of (or together with) any other person, firm or company be, or prepare to be, concerned or otherwise interested in any other business or activity which is or will be or is likely to be in competition with the business of the Company or any of its Associated Companies;
|
2.6.6
|
the Executive shall not access any premises of the Company or any Associated Company;
|
2.6.7
|
the Executive shall not contact any officer, employee, consultant, shareholder, client, customer, employee, agent, distributor or other business contact of the Company or any Associated Company save in a social context and with the prior, written consent of the Board, such consent not to be unreasonably withheld;
|
2.6.8
|
the Company reserves the right to suspend or cancel access to the Company intranet, email and other systems and reserves the right to require the return of all Company property, including PC and mobile phone;
|
2.6.9
|
the Executive shall cease to be an authorised signatory of the Company or hold a Power of Attorney for the Company (if requested in writing by the Company);
|
2.6.10
|
the Executive shall take all accrued holiday (in respect of the period up until the Termination Date) and no contractual holiday entitlement shall accrue;
|
2.6.11
|
the Executive shall not make any public statements in relation to the Company or any Associated Company or its or their officers or employees.
|
2.7
|
The Company shall be able to suspend the Executive for so long as it considers reasonable, in order to investigate a complaint made against him.
|
3.
|
SALARY, BONUS AND EQUITY
|
3.1
|
The Company shall pay to the Executive a base salary (which shall accrue from day to day) at the rate of £425,000 per annum, subject to all applicable withholdings. The Executive shall not be entitled to any directors' fees for service on the board of the Company or any Associated Company. The salary shall be payable by equal monthly instalments by credit transfer to the Executive's bank or building society account.
|
3.2
|
The salary payable to the Executive under clause 3.1 shall be reviewed by the compensation committee of the Board annually, the first such review to take place in April 2019 at the time the Company normally reviews salaries for senior management and may (if at all), be increased by such amount as the compensation committee of the Board may in its absolute discretion decide and notify to the Executive in writing. For the avoidance of doubt, the Executive's salary shall not be decreased on any review.
|
3.3
|
The Executive shall be entitled to participate in the discretionary Performance Bonus Plan for 2018. The Performance Bonus Plan runs from January to December each year. The Company reserves the right to set targets as it sees fit and to withdraw the Performance Bonus Plan at any point, with no obligation to replace. As his role is at Work Level 5, the Executive's target annual discretionary bonus shall be 100% of his base salary with an opportunity to increase this to 200% depending on business performance. For the avoidance of doubt, entitlement to bonus accrues on a daily basis and a payment in one year does not create any entitlement to receive a further bonus payment. No bonus shall be payable when the Executive is no longer employed, or under notice, as at 31 December save that where the Executive’s employment ends during a bonus year, the Company shall (in its absolute discretion and taking account of any such facts or circumstances as it sees fit) give consideration to a pro rata bonus payment. Any 2018 bonus would be paid pro-rata calculated as from the Commencement Date. Any bonus is usually declared in January and payable in the April payroll, subject to the accounts audit.
|
3.4
|
The Company shall grant the Executive the following award under the Nomad Foods 2015 Long Term Incentive Plan (Issue 4): within 2 months following the Commencement Date, an award of 300,000 ordinary shares as incentive compensation, subject to performance based vesting conditions as set forth in a share grant award agreement.
|
4.
|
BENEFITS
|
4.1
|
The Company shall pay for the benefit of the Executive an annual contribution of 10% of base annual salary, provided that the Executive contributes 4.5% of base annual salary, into the Company’s Defined Contribution Group Pension Plan. A contracting-out certificate is not currently in force in respect of the employment of the Executive. If the Executive notifies the Company in writing within two weeks of the Commencement Date, it shall pay monthly in lieu the equivalent of 10% of base annual salary to the Executive, subject to the usual deductions.
|
4.2.1
|
private medical insurance scheme in respect of the Executive and the Executive’s dependants with whom the Executive lives on a daily basis;
|
4.2.2
|
permanent health insurance scheme (offering 75% of base salary);
|
4.2.3
|
life assurance scheme (3 times salary)
|
4.3
|
with such level of benefits as the Board shall in its absolute discretion decide. The Executive's participation in such schemes is subject to (1) the premiums for the Executive's cover being at such a rate that the Company considers reasonable (2) any statutory or other regulatory limit applicable to such premium (3) the insurer accepting the Executive for cover and (4) the rules of the relevant scheme and the rules of the insurance policy of the relevant insurance provider from time to time in force.
|
4.4
|
The Company reserves the right to (1) change the provider of any of the benefits available under this clause and (2) alter the level of coverage available to the Executive at any time. The Company shall only be obliged to make payments to the Executive under the permanent health scheme if and to the extent it has received payment from the insurance provider for that purpose. The Company shall have no liability in the event that insurance cover is refused, or any conditions or limitations are applied, by the provider. The Company shall be under no obligation to take any action to enforce the terms of any insurance policy or challenge any decision of the relevant policy provider.
|
4.5
|
Subject to the Executive’s compliance with the Company’s Car Policies and Road Risk Safety Management Programme, the Company shall pay to the Executive a monthly car allowance (the “
Car Allowance
”) of £1100 paid by equal monthly instalments in arrears, subject to applicable deductions. Provided that the Executive notifies the Company in writing within 2 weeks of the date of this Agreement, the Company will make a payment to the Executive together with the first salary payment, of £13,200 (subject to applicable deductions) in lieu of the first year of Car Allowance.
|
4.6
|
The Executive shall be entitled to 25 days paid holiday in each of the Company's holiday years in addition to the 8 public and bank holidays. On termination the Executive shall be paid in lieu of any untaken holiday entitlement (if any) or shall he obliged to repay any holiday pay received in excess of the Executive's entitlement (if any). One day's pay for the purposes of this clause shall be calculated at the rate of 1/260
th
of the Executive's annual salary.
|
4.7
|
Holiday shall be taken at such times as are approved by the Board and may not be carried forward from one holiday year to the next without the approval of the Board (which will not be unreasonably withheld or delayed). The Company may require the Executive to take any holiday due to him at any time after notice of termination has been served by either party.
|
4.8
|
In the event that the Executive is unable to carry out his duties by reason of sickness or injury he shall, subject to compliance with the Company's procedures relating to notification and certification periods, be entitled to statutory sick pay in accordance with the relevant statutory rules. In addition, the Company will continue to make payments of salary to the Executive (subject to credit for any statutory sick pay
|
4.9
|
The Company shall reimburse the Executive for all reasonable vouched for travelling and similar out-of-pocket expenses incurred in the discharge of his duties subject to the Company's expenses policy in force from time to time.
|
4.10
|
The Executive shall undergo an examination by a registered medical practitioner nominated by the Company at such times as the Company may reasonably request and at the expense of the Company, and hereby consents to the medical adviser disclosing the results of the examination to the Company and shall provide the Company with such formal consents as may be reasonably requested for this purpose and shall co-operate in ensuring the prompt delivery to the Company of any such report.
|
4.11
|
If the Executive shall be a director of the Company or any Associated Company (save for Nomad), the Company shall pay premiums to a directors and officers liability insurance policy which offers cover for the Executive in respect of any office he may hold in the Company or any Associated Company. Such cover shall be on no less favourable terms than are applicable to other offices of the Company or any Associated Company.
|
5.
|
COMPANY PROPERTY AND CONFIDENTIALITY
|
5.1
|
The Executive acknowledges that all Intellectual Property Rights subsisting developed by the Executive in the course of his employment (whether or not during working hours or using Company resources) shall belong to the Company absolutely. To the extent that they do not automatically vest in the Company, the Executive shall hold them on trust for the Company.
|
5.2
|
The Executive shall give the Company full details in writing of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time in the course of his employment which relate wholly or partly to the business of the Company or any Associated Company.
|
5.3
|
The Executive hereby irrevocably waives all moral rights under the Copyright Designs and Patents Act 1988 (and any similar or equivalent rights in other jurisdictions) in relation to any existing or future works created by him in the course of his employment.
|
5.4
|
The Executive acknowledges that the client and candidate databases of the Company and any Associated Company are their key assets and all intellectual property rights in such and their contents are and shall remain at all times the property of the Company. Any databases created by the Executive in the course of his employment shall be the property of the Company and the Executive agrees to take any such steps as may be necessary to assign such rights to the Company.
|
5.5
|
The Executive shall not copy or download in any format or use in whole or part the contents of any Company or Associated Company database (except as required by law or in the proper performance of the Executive’s duties for the Company).
|
5.6
|
During his employment with the Company and thereafter the Executive shall not use any databases or any other intellectual property rights owned by the Company or any Associated Company directly
|
5.7
|
On the termination of the Executive’s employment (or earlier if requested):
|
5.7.1
|
the Executive will immediately cease to use all databases owned by the Company or any Associated Company and/or by him in the course of his employment; and
|
5.7.2
|
the Executive shall forthwith surrender to a representative of the Company all documents and other materials including discs and memory sticks which contain any copies or extracts from databases owned by the Group and delete all electronic copies or extracts of the databases or their contents.
|
5.8
|
The Executive acknowledges that he shall become aware of and have access to Confidential Information. "
Confidential Information
" shall mean trade secrets and confidential information (howsoever stored) relating to the Company, Associated Companies, its and their businesses and its and their past, current or prospective clients or customers, including information relating to finances, business transactions, research activities, dealings and affairs and prospective business transactions, Board decisions, customers (including customer lists, customer requirements and their identity), existing and planned product lines, price lists and pricing structures (including discounts, special prices or special contract terms offered to or agreed with customers), technology used by the Company or any Associated Company in their products and services, business plans, sales and marketing information, plans and strategies, computer systems, source codes and software, directors and information relating to employees, suppliers, licensors, agents, distributors or contractors. This shall include information expressly designated by the Company or any Associated Company as being confidential.
|
5.9
|
The Executive shall not (save as required by law or in the proper performance of his duties) either during his employment or after its termination (for whatever reason) use or disclose to any person, company or other organisation whatsoever, and shall use his reasonable endeavours to prevent the publication or disclosure of, any Confidential Information.
|
5.10
|
This clause shall not apply to:
|
5.12
|
any information which is already in, or comes into, the public domain other than through the unauthorised disclosure of the Executive.
|
5.11
|
On the Termination Date (or earlier if so requested by the Company), the Executive shall return all property of the Company and any Associated Company in his possession, custody or control, including his company credit cards, books, keys, notes, correspondence, codes, security passes, computer software and hardware (including laptops and hard disks), papers, drawings, designs, records and mobile telephones and all information (on whatever media and wherever located) relating to the business and affairs of the Company or any Associated Company or its or their clients. For the avoidance of doubt, this clause shall not prevent the Executive retaining his own property and information.
|
5.12
|
This clause survives the termination of this Agreement and the Executive’s employment under it, howsoever caused.
|
6.
|
TERMINATION
|
6.1
|
The Company may not terminate this Agreement in circumstances which would prejudice the Executive's entitlement under any permanent health insurance scheme in respect of which the Company or any Associated Company pays or has paid premiums for the Executive in which the Executive participates and either he:
|
6.2
|
The Company may terminate the Executive's employment at any time by serving a notice under this clause stating that the Company is exercising its rights under this clause and stating that it will pay to the Executive within 14 days a sum equal to the basic salary (as at the date of this Agreement) in lieu of any required period of notice less deductions for income tax and National Insurance, provided always that if the Company should decide not to exercise its rights under this clause, the Executive shall not be entitled to enforce the payment referred to as a contractual debt nor as liquidated damages and his sole remedy shall be a claim in damages in respect of any unexpired period of notice. For the avoidance of doubt, such payment shall not include (1) any bonus that might otherwise be due during the relevant period; (2) any benefits which the Executive might have been entitled to receive during the period; or (3) any payment in respect of holiday entitlement which may have accrued during that period.
|
6.3
|
The Company shall at all times be entitled to terminate this Agreement and the Executive's employment forthwith without any payment by way of compensation, damages, payment in lieu of notice or otherwise if the Executive:
|
6.3.2
|
commits any serious, material or repeated breach or non-observance of any of the terms or conditions of this Agreement; or
|
6.3.3
|
materially neglects or refuses to carry out any of his duties or to comply with any material reasonable and lawful instruction of the Company; or
|
6.3.4
|
has a bankruptcy order made against him or makes any arrangement with or for the benefit of his creditors; or
|
6.3.5
|
is charged with or convicted of any criminal offence (other than an offence under any road traffic legislation for which a fine or non-custodial penalty is imposed); or
|
6.3.6
|
is disqualified from acting as a director or resigns as a director of the Company or any Associated Company without the prior written approval of the Company; or
|
6.3.7
|
is disqualified from membership of, or is subject to any disciplinary sanction by, any professional or other body, membership of which is relevant to his employment under this Agreement; or
|
6.3.8
|
is guilty of any fraud or dishonesty or acts in any way which in the reasonable opinion of the Company brings the Company or any Associated Company into material disrepute, or is materially adverse to its or their interests; or
|
6.3.9
|
fails materially to comply with any policy of the Company or any Associated Company including its rules relating to the use of its electronic communications systems; or
|
6.3.10
|
materially breaches the Company’s policies and procedures dealing with the Bribery Act 2010 whether or not criminal or other sanctions are imposed; or
|
6.3.11
|
enters into any transaction or behaves in any other way which constitutes an offence for the purposes of Part V of the Criminal Justice Act 1993 or which constitutes market abuse for the purposes of Part VIII of FSMA.
|
6.4
|
If the employment of the Executive is transferred to an Associated Company by reason of the liquidation of the Company for the purposes of reconstruction or amalgamation or as part of any arrangement for the amalgamation or reconstruction of the Company not involving insolvency and the Executive is offered employment with any concern or undertaking resulting from such reconstruction or amalgamation on the same terms and conditions (save for the identity of the employer) as this Agreement the Executive shall have no claim against the Company in respect of such transfer or termination.
|
6.5
|
On termination (or once notice has been served by either party and the Company has exercised its rights under clause 2.6 of this Agreement), the Executive shall:
|
(a)
|
at the request of the Board immediately resign from any office held by him in the Group (including Nomad) without claim for compensation (without prejudice to any claims he may have for damages for breach of this Agreement) and in the event of his failure to do so the Company is irrevocably authorised to appoint some person in his name and on his behalf to sign and deliver such resignations to the Board; and
|
(b)
|
immediately repay all outstanding debts and loans due to the Company or any Associated Company and the Company is hereby authorised to deduct from any monies due to the Executive a sum in repayment of all or any part of any such debts or loans.
|
7.
|
EXECUTIVE'S COVENANTS
|
7.2
|
The Executive acknowledges that during the course of the employment with the Company that he will receive and have access to Confidential Information of the Group and that he will have influence over and connection with customers, clients and employees of the Group with which the Executive comes in contact during the employment and accordingly he is willing to enter into the covenants described in clauses 7.3 and 7.4 in order to provide the Group with reasonable protection for its interests.
|
7.3
|
The Executive covenants with the Company that he will not in connection with the carrying on of any business in competition with the Business for the period of 12 months after the Termination Date without the prior written consent of the Board either alone or jointly with or on behalf of any person directly or indirectly:
|
7.4
|
The Executive covenants with the Company that he will not for the period of 12 months after the Termination Date without the prior written consent of the Board either alone or jointly with or on behalf of any person directly or indirectly carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (save as a shareholder of not more than 1% in aggregate of any class of shares, debentures or other securities of any company which are quoted on or dealt in any recognised investment exchange) in a business anywhere within the United Kingdom, Italy, Germany, Austria, the Netherlands, Belgium, Portugal, France, Ireland, Sweden, Norway, Denmark, Finland and Spain and such other areas in which the Company or any Associated Company carries on business or plans to carry on business (and in which plans the Executive has been involved) at the Termination Date and in respect of which the Executive shall have carried out material duties or been materially engaged or concerned at any time during the period of 12 months immediately preceding the Termination Date which is (or is likely to be) in competition with the Business; save that the Executive's continued involvement in the companies listed in the proviso to clause 2.5 shall not be in breach of this clause; and save that it is acknowledged that any company which earns no more than fifteen percent (15%) of its annual revenues from a line of business in frozen food manufacture shall not be considered to be in competition with the Business.
|
7.5
|
The periods during which clauses 7.3 and 7.4 are expressed to operate shall each be reduced by such period as the Executive shall have complied during his notice period with a direction to perform no duties and/or not to enter all or any premises of the Group pursuant to clause 2.6.
|
7.6
|
The covenants contained in clauses 7.3.1 and 7.3.2 and 7.4 are intended to be separate and severable and enforceable as such.
|
7.7
|
While the aforesaid restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if any restriction shall be adjudged to be void or ineffective for whatever reason but would be adjudged to be valid and effective if part of the wording thereof were deleted the said restrictions shall apply with such modifications as may be necessary to make them valid and effective.
|
8.
|
STATUTORY PARTICULARS
|
8.2
|
There is no formal disciplinary procedure in relation to the Executive's employment. The Executive shall be expected to maintain the highest standards of integrity and behaviour.
|
8.3
|
If the Executive is not satisfied with any disciplinary decision taken in relation to him, he may apply in writing within 14 days of that decision to the Board whose decision shall be final.
|
8.4
|
If the Executive has any grievance in relation to his employment he may raise it in writing with the Board whose decision shall be final.
|
8.5
|
There are no collective agreements applicable to the Executive's employment.
|
8.6
|
This clause 8 is not intended to be of contractual effect.
|
9.
|
MISCELLANEOUS
|
9.1
|
The Executive hereby warrants that by virtue of entering into this Agreement he is not and will not be in breach of any express or implied terms of any contract, court order or of any other obligation legally binding upon him.
|
9.2
|
Any benefits provided by the Company to the Executive or his family which are not expressly referred to in this Agreement shall be regarded as ex gratis benefits provided at the entire discretion of the Company and shall not form part of the Executive's contract of employment.
|
9.3
|
The Company shall be entitled without notice to the Executive at any time during the Executive's employment and upon termination to set off and/or make deductions from the Executive's salary or from any other sums due to the Executive from the Company or any Associated Company in respect of any overpayment of any kind made to the Executive or in respect of any outstanding debt or other sum due from him.
|
9.4
|
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
|
10.
|
DEFINITIONS AND INTERPRETATION
|
10.2
|
In this Agreement the headings are for convenience only and shall not affect its construction or interpretation. References to clauses are references to clauses in this Agreement and references to a person shall where the context permits include reference to a corporate body or an unincorporated body of persons. Any word which denotes the singular shall where the context permits include the plural and vice versa and any word which denotes the masculine gender shall where the context permits include the feminine and/or the neuter genders and vice versa. Any reference to a statutory provision shall be deemed to include a reference to any statutory amendment modification or re-enactment.
|
10.3
|
This Agreement contains the entire understanding between the parties and supersedes all (if any) subsisting agreements arrangements and understandings (written or oral) relating to the employment of the Executive which such agreements, arrangements and understandings shall be deemed to have been terminated by mutual consent. The Executive warrants that he has not entered into this Agreement in reliance on any warranty representation or undertaking of any nature whatsoever which is not contained in or specifically incorporated in this Agreement.
|
10.4
|
Any amendments to this Agreement shall only be valid if set out in writing and signed by both parties.
|
10.5
|
This Agreement is governed by and shall be construed in accordance with the law of England and Wales and is subject to the exclusive jurisdiction of the Courts of England and Wales.
|
EXECUTED as a deed by a Director, duly authorised for and on behalf of the Company, in the presence of:
|
)
) /s/ Stéfan Descheemaeker
)
|
Signature of Witness:
|
/s/ Jackie Facey
|
Name of Witness:
|
Jackie Facey
|
Address of Witness:
|
XXXXXXXXXXXXXXXXXXXX
|
Occupation of Witness:
|
Executive Assistant
|
EXECUTED as a deed by Samy Zekhout in the presence of:
|
) /s/ Samy Zekhout
|
Signature of Witness:
|
/s/ Annie Bauve-Zekhout
|
Name of Witness:
|
Annie Bauve-Zekhout
|
Address of Witness:
|
XXXXXXXXXXXXXXXXXXXX
|
Occupation of Witness:
|
N/A
|
EXECUTED as a deed by a Director, duly authorised for and on behalf of Nomad, in the presence of:
|
) /s/ Stéfan Descheemaeker
|
Signature of Witness:
|
/s/ Jackie Facey
|
Name of Witness:
|
Jackie Facey
|
Address of Witness:
|
XXXXXXXXXXXXXXXXXXXX
|
Occupation of Witness:
|
Executive Assistant
|
Name
|
|
Activity
|
|
Country of
incorporation
|
|
Ownership as
of Dec 31
2017
|
|
|
|
|
|||
Nomad Foods Europe Holdings Limited
|
|
Holding
|
|
England
|
|
100%
|
Nomad Foods Europe Holdco Limited
|
|
Holding
|
|
England
|
|
100%
|
Nomad Foods Europe Finco Limited
|
|
Holding
|
|
England
|
|
100%
|
Nomad Foods Europe Midco Limited
|
|
Holding/Finance
|
|
England
|
|
100%
|
Nomad Foods Bondco Plc
|
|
Finance
|
|
England
|
|
100%
|
Nomad Foods Lux S.à.r.l.
|
|
Finance
|
|
Luxembourg
|
|
100%
|
Nomad Foods Europe Limited
|
|
Management
|
|
England
|
|
100%
|
Birds Eye Limited
|
|
Trading
|
|
England
|
|
100%
|
Nomad Foods Europe Finance Limited
|
|
Finance
|
|
England
|
|
100%
|
Birds Eye Ireland Limited
|
|
Trading
|
|
Republic of Ireland
|
|
100%
|
Iglo Holding GmbH
|
|
Holding
|
|
Germany
|
|
100%
|
Iglo Nederland B.V.
|
|
Trading
|
|
Netherlands
|
|
100%
|
Iglo Belgium S.A.
|
|
Trading
|
|
Belgium
|
|
100%
|
Iglo Portugal
|
|
Trading
|
|
Portugal
|
|
100%
|
Iglo Austria Holdings GmbH
|
|
Holding
|
|
Austria
|
|
100%
|
C.S.I. Compagnia Surgelati Italiana S.R.L
|
|
Trading
|
|
Italy
|
|
100%
|
Findus Sverige Holdings AB
|
|
Holding
|
|
Sweden
|
|
100%
|
Iglo GmbH
|
|
Trading
|
|
Germany
|
|
100%
|
Frozen Fish International GmbH
|
|
Trading
|
|
Germany
|
|
100%
|
Liberator Germany Newco GmbH
|
|
Property
|
|
Germany
|
|
100%
|
Iglo Austria GmbH
|
|
Trading
|
|
Austria
|
|
100%
|
Findus Sverige AB
|
|
Trading
|
|
Sweden
|
|
100%
|
Frionor Sverige AB
|
|
Holding
|
|
Sweden
|
|
100%
|
Findus Holdings France SAS
|
|
Holding
|
|
France
|
|
100%
|
Findus France SAS
|
|
Trading
|
|
France
|
|
100%
|
Findus Espana SLU
|
|
Trading
|
|
Spain
|
|
100%
|
Findus Danmark A/S
|
|
Trading
|
|
Denmark
|
|
100%
|
Findus Finland Oy
|
|
Trading
|
|
Finland
|
|
100%
|
Findus Norge AS
|
|
Trading
|
|
Norway
|
|
100%
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
|
|
/s/ Stéfan Descheemaeker
|
|
|
Stéfan Descheemaeker
|
|
|
Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
|
|
|
|
|
/s/ Jason Ashton
|
|
|
Jason Ashton
|
|
|
Interim Chief Financial Officer
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ Stéfan Descheemaeker
|
|
|
Stéfan Descheemaeker
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ Jason Ashton
|
|
|
Jason Ashton
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Interim Chief Financial Officer
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(Principal Financial Officer)
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