|
|
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, 2019
|
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
|
Trading Symbol (s)
|
Name of Each Exchange on which Registered
|
Ordinary Shares, no par value
|
NOMD
|
New York Stock Exchange
|
U.S. GAAPo
|
|
|
|
International Financial Reporting Standards as Issued
by the International Accounting Standards Boardx
|
|
|
|
Othero
|
•
|
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 beliefs regarding the anticipated impact of the exit by the UK from the EU ("Brexit") on our business;
|
•
|
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 2020;
|
•
|
our beliefs regarding our sales, marketing and advertising strategies, 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 beliefs and intentions regarding our sustainability program;
|
•
|
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;
|
•
|
the anticipated benefits from the acquisition of the Aunt Bessie's and Goodfella's brands may take longer to realize and may cost more to achieve than expected;
|
•
|
uncertainty about the terms and timing of the trade agreement between the UK and the EU associated with Brexit, as well as the potential adverse impact of Brexit on currency exchange rates, global economic conditions and cross-border agreements that affect our business;
|
•
|
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;
|
•
|
the commercial success of our Green Cuisine brand of products, including as a result of its expansion into
|
•
|
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;
|
•
|
our ability to effectively mitigate factors that negatively impact our supply of raw materials, including pea supply;
|
•
|
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 occurrence of liabilities not covered by our insurance;
|
•
|
our ability to successfully implement, and engage other stakeholders in implementing, our sustainability program;
|
•
|
the loss of our financial arrangements with respect to receivables factoring;
|
•
|
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; 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
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|||||||
|
|
Year
ended
Dec 31 2019
|
|
Year
ended Dec 31 2018 |
|
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 |
|||||||
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
|
€m
|
|||||||
Statement of Income data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
2,324.3
|
|
|
2,172.8
|
|
|
1,956.6
|
|
|
1,927.7
|
|
|
894.2
|
|
|
—
|
|
|
|
640.3
|
|
Cost of sales
|
|
(1,626.4
|
)
|
|
(1,519.3
|
)
|
|
(1,357.2
|
)
|
|
(1,356.7
|
)
|
|
(663.0
|
)
|
|
—
|
|
|
|
(417.9
|
)
|
Gross profit
|
|
697.9
|
|
|
653.5
|
|
|
599.4
|
|
|
571.0
|
|
|
231.2
|
|
|
—
|
|
|
|
222.4
|
|
Other operating expenses
|
|
(359.9
|
)
|
|
(352.7
|
)
|
|
(319.3
|
)
|
|
(298.4
|
)
|
|
(138.6
|
)
|
|
(0.7
|
)
|
|
|
(109.5
|
)
|
Exceptional items
|
|
(54.5
|
)
|
|
(17.7
|
)
|
|
(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)
|
|
283.5
|
|
|
283.1
|
|
|
242.9
|
|
|
138.1
|
|
|
(314.1
|
)
|
|
(167.6
|
)
|
|
|
28.6
|
|
Net finance (costs)/income
|
|
(73.2
|
)
|
|
(56.0
|
)
|
|
(74.4
|
)
|
|
(62.1
|
)
|
|
(35.5
|
)
|
|
0.1
|
|
|
|
(115.7
|
)
|
Profit/(loss) before tax
|
|
210.3
|
|
|
227.1
|
|
|
168.5
|
|
|
76.0
|
|
|
(349.6
|
)
|
|
(167.5
|
)
|
|
|
(87.1
|
)
|
Taxation
|
|
(56.7
|
)
|
|
(56.6
|
)
|
|
(32.0
|
)
|
|
(39.6
|
)
|
|
12.3
|
|
|
—
|
|
|
|
(40.9
|
)
|
Profit/(loss) for the period
|
|
153.6
|
|
|
170.5
|
|
|
136.5
|
|
|
36.4
|
|
|
(337.3
|
)
|
|
(167.5
|
)
|
|
|
(128.0
|
)
|
Basic weighted number of shares
|
|
192,004,803
|
|
|
175,622,538
|
|
|
176,080,272
|
|
|
183,518,743
|
|
|
145,590,810
|
|
|
50,025,000
|
|
|
|
n.p.
|
|
Diluted weighted number of shares
|
|
198,425,877
|
|
|
175,793,631
|
|
|
184,786,162
|
|
|
183,528,621
|
|
|
145,590,810
|
|
|
50,025,000
|
|
|
|
n.p.
|
|
Basic earnings/(loss) per share
|
|
0.80
|
|
|
0.97
|
|
|
0.78
|
|
|
0.20
|
|
|
(2.32
|
)
|
|
(3.35
|
)
|
|
|
n.p.
|
|
Diluted earnings/(loss) per share
|
|
0.78
|
|
|
0.97
|
|
|
0.74
|
|
|
0.20
|
|
|
(2.32
|
)
|
|
(3.35
|
)
|
|
|
n.p.
|
|
Balance Sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total assets
|
|
5,904.5
|
|
|
5,340.8
|
|
|
4,601.7
|
|
|
4,709.5
|
|
|
4,929.7
|
|
|
447.4
|
|
|
|
n.p.
|
|
Total equity
|
|
2,556.7
|
|
|
2,059.1
|
|
|
1,852.6
|
|
|
1,902.5
|
|
|
1,888.1
|
|
|
274.9
|
|
|
|
n.p.
|
|
Share capital
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
n.p.
|
|
B.
|
Capitalization and Indebtedness
|
C.
|
Reasons for the Offer and Use of Proceeds
|
D.
|
Risk Factors
|
•
|
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;
|
•
|
59,375 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
|
•
|
4,989,522 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
|
•
|
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 8, its European equivalent, the International Food Standard or the Global Food Safety Initiative. Currently 93% 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 (including 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 December 31,
2019
|
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%
|
Aunt Bessie's Limited
|
|
Non-Trading
|
|
England
|
|
100%
|
Birds Eye Ireland Limited
|
|
Trading
|
|
Republic of
Ireland
|
|
100%
|
Birds Eye Ireland Oldco Unlimited Company
|
|
Non-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%
|
Findus Norge Holding AS
|
|
Holding
|
|
Norway
|
|
100%
|
Toppfrys AB
|
|
Trading
|
|
Sweden
|
|
81%
|
D.
|
Property, Plant and Equipment
|
Facility
|
|
Products
|
|
Production (ktons)
|
|
Utilization %
|
|
Freehold/
Leasehold |
|
Footprint
|
Boulogne, France
|
|
Fish Products
|
|
21
|
|
53%
|
|
Leasehold
|
|
Buildings: 11,000 m2
|
Bralanda, Sweden
|
|
Vegetables
|
|
10
|
|
35%
|
|
Freehold
|
|
Site: 80,000m2
Buildings: 40,000m2 |
Bremerhaven, Germany
|
|
Fish Products
|
|
93
|
|
89%
|
|
Leasehold
|
|
Site: 90,000 m2
Buildings: 30,000 m2 |
Cisterna, Italy
|
|
Vegetables, Free Flow Meals, Fish Fingers, Sofficini
|
|
71
|
|
67%
|
|
Freehold
|
|
Site: 269,560 m2
Buildings: 69,198 m2 |
Hull, UK
|
|
Yorkshire Puddings, Accompaniments & Desserts
|
|
26
|
|
55%
|
|
Freehold
|
|
Site: 39,000 m2
Buildings: 15,000 m2 |
Larvik, Norway
|
|
Vegetables, Free Flow Meals, Ready Meals
|
|
7
|
|
37%
|
|
Freehold
|
|
Site: 57,968 m2
Buildings: 7,246 m2 |
Loftahammar, Sweden
|
|
Bakery Products
|
|
3
|
|
56%
|
|
Freehold
|
|
Buildings: 5,300 m2 Site: 21,000 m2
|
Longford, ROI
|
|
Frozen Pizza Products
|
|
18
|
|
98%
|
|
Freehold
|
|
Buildings: 6,200 m2
|
Lowestoft, UK
|
|
Vegetables, Fish Products, Poultry, Potato, Beef Burgers
|
|
112
|
|
85%
|
|
Mixed
|
|
Site: 88,549 m2 |
Naas, ROI
|
|
Frozen Pizza Products
|
|
44
|
|
94%
|
|
Freehold
|
|
Buildings: 12,000 m2
Site: 20,000 m2 |
Reken, Germany
|
|
Vegetables, Free Flow Meals, Ready Meals, Special Foods
|
|
99
|
|
68%
|
|
Freehold
|
|
Buildings: 118,000 m2
Site: 43,000 m2 |
Tonsberg, Norway
|
|
French Fries, Vegetables, Free Flow Meals
|
|
30
|
|
87%
|
|
Leasehold
|
|
Buildings: 30,000 m2
Site: 58,000 m2 |
Valladolid, Spain
|
|
Vegetables, Free Flow Meals, Ready Meals, Pastry Products, Pizza
|
|
16
|
|
35%
|
|
Freehold
|
|
Buildings: 50,000 m2
Site: 80,000 m2 |
Item 4A.
|
Unresolved Staff Comments
|
A.
|
Operating Results
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Statement of Income data:
|
|
|
|
|
|
|||
Revenue
|
2,324.3
|
|
|
2,172.8
|
|
|
1,956.6
|
|
Cost of sales
|
(1,626.4
|
)
|
|
(1,519.3
|
)
|
|
(1,357.2
|
)
|
Gross profit
|
697.9
|
|
|
653.5
|
|
|
599.4
|
|
Other operating expenses
|
(359.9
|
)
|
|
(352.7
|
)
|
|
(319.3
|
)
|
Exceptional items
|
(54.5
|
)
|
|
(17.7
|
)
|
|
(37.2
|
)
|
Operating profit
|
283.5
|
|
|
283.1
|
|
|
242.9
|
|
Finance income
|
2.5
|
|
|
1.6
|
|
|
7.2
|
|
Finance costs
|
(75.7
|
)
|
|
(57.6
|
)
|
|
(81.6
|
)
|
Net finance costs
|
(73.2
|
)
|
|
(56.0
|
)
|
|
(74.4
|
)
|
Profit before tax
|
210.3
|
|
|
227.1
|
|
|
168.5
|
|
Taxation
|
(56.7
|
)
|
|
(56.6
|
)
|
|
(32.0
|
)
|
Profit for the period
|
153.6
|
|
|
170.5
|
|
|
136.5
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
(€ in millions, except percentages)
|
€m
|
|
€m
|
|
€m
|
|||
Gross margin(1)
|
30.0
|
%
|
|
30.1
|
%
|
|
30.6
|
%
|
Adjusted EBITDA(2)
|
432.0
|
|
|
376.4
|
|
|
328.1
|
|
Adjusted EBITDA margin(3)
|
18.6
|
%
|
|
17.3
|
%
|
|
16.8
|
%
|
(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, the impacts of exited markets, acquisition purchase price adjustments, chart of account (“CoA”) alignments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges and other unusual or non-recurring items. In addition, we exclude other adjustments such as the impact of share based payment expenses and related employer payroll taxes, and non-operating M&A related 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. 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.
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Profit for the period
|
153.6
|
|
|
170.5
|
|
|
136.5
|
|
Taxation
|
56.7
|
|
|
56.6
|
|
|
32.0
|
|
Net financing costs
|
73.2
|
|
|
56.0
|
|
|
74.4
|
|
Depreciation and amortization
|
68.3
|
|
|
46.3
|
|
|
42.4
|
|
Acquisition purchase price adjustments
|
—
|
|
|
5.7
|
|
|
—
|
|
Exceptional items (1)
|
54.5
|
|
|
17.7
|
|
|
37.2
|
|
Other add-backs (2)
|
25.7
|
|
|
23.6
|
|
|
5.6
|
|
Adjusted EBITDA
|
432.0
|
|
|
376.4
|
|
|
328.1
|
|
(1)
|
Elimination of 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 and in Item 5 of the 2018 Form 20-F.
|
(2)
|
Represents the elimination of share-based payment charges and related employer payroll expense of €22.4 million (2018: €14.7 million, 2017: €2.6 million) and elimination of non-operating M&A related costs, professional fees, transaction costs and purchase accounting related valuations of €3.3 million (2018: €8.9 million, 2017: €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.
|
|
|
|
|
||
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
||
Statement of Income data:
|
€m
|
|
€m
|
||
Revenue
|
2,324.3
|
|
|
2,172.8
|
|
Cost of sales
|
(1,626.4
|
)
|
|
(1,519.3
|
)
|
Gross profit
|
697.9
|
|
|
653.5
|
|
Other operating expenses
|
(359.9
|
)
|
|
(352.7
|
)
|
Exceptional items
|
(54.5
|
)
|
|
(17.7
|
)
|
Operating profit
|
283.5
|
|
|
283.1
|
|
Finance income
|
2.5
|
|
|
1.6
|
|
Finance costs
|
(75.7
|
)
|
|
(57.6
|
)
|
Net finance costs
|
(73.2
|
)
|
|
(56.0
|
)
|
Profit before tax
|
210.3
|
|
|
227.1
|
|
Taxation
|
(56.7
|
)
|
|
(56.6
|
)
|
Profit for the period
|
153.6
|
|
|
170.5
|
|
•
|
A 20 basis points increase relating to the non-cash fair value uplift of inventory in 2018, recorded as part of the Goodfella's Pizza and Aunt Bessie's purchase price accounting.
|
•
|
Acquisition mix of 50 basis points decrease due primarily to the acquired businesses product mix margin profile being lower.
|
•
|
A 330 basis points benefit from pricing, promotional efficiencies and mix;
|
•
|
A 310 basis points decrease due to cost of goods inflation.
|
B.
|
Liquidity and Capital Resources
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|
€m
|
|
€m
|
|
€m
|
Net cash provided by operating activities
|
315.4
|
|
321.3
|
|
193.8
|
Net cash used in investing activities
|
(73.8)
|
|
(513.2)
|
|
(42.6)
|
Net cash provided by/(used in) financing activities
|
251.4
|
|
302.7
|
|
(241.8)
|
Net increase/(decrease) in cash and cash equivalents
|
493.0
|
|
110.8
|
|
(90.6)
|
Cash and cash equivalents at end of the period
|
824.8
|
|
327.6
|
|
219.2
|
|
|
|
|
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|
€m
|
|
€m
|
|
€m
|
Capital expenditures
|
47.3
|
|
41.6
|
|
42.6
|
Capital expenditure as a % of revenue
|
2.0%
|
|
1.9%
|
|
2.2%
|
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 varying backgrounds and tastes of our customer base, our ability to offer a sufficient range of products to satisfy a broad spectrum of preferences. For example, there is a growing trend towards greater consumption of vegetarian and vegan foods, especially by meat eaters, which resulted in 40% of households in the UK purchasing meat substitutes in 2019. 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 continue 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 management projects". We have been chosen to lead category management projects by several retailers and provide objective advice regarding 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 UK, by investing in technology platforms and partnering with retailers that are executing their own e-commerce strategies to meet changing consumer habits.
|
E.
|
Off-balance sheet arrangements
|
|
Cash payments due by period
|
||||||||
(€ in millions)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
Long term debt
|
1,791.0
|
|
10.8
|
|
18.2
|
|
1,762.0
|
|
—
|
Long term debt—interest (1)
|
264.4
|
|
61.1
|
|
119.2
|
|
84.1
|
|
—
|
Cross currency interest rate swap payments (2)
|
1,215.8
|
|
38.8
|
|
1,177.0
|
|
—
|
|
—
|
Cross currency interest rate swap receipts (2)
|
(1,233.6)
|
|
(49.4)
|
|
(1,184.2)
|
|
—
|
|
—
|
Forward contracts - Sell (2)
|
666.2
|
|
666.2
|
|
—
|
|
—
|
|
—
|
Forward contracts - Buy (2)
|
(658.5)
|
|
(658.5)
|
|
—
|
|
—
|
|
—
|
Lease liabilities and operating leases (3)
|
153.1
|
|
18.9
|
|
32.1
|
|
16.4
|
|
85.7
|
Purchase commitments (4)
|
246.0
|
|
207.1
|
|
33.6
|
|
4.9
|
|
0.4
|
Total (5)
|
2,444.4
|
|
295.0
|
|
195.9
|
|
1,867.4
|
|
86.1
|
(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, 2019 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.
|
(4)
|
Represents capital and raw material expenditures as well as long term service contracts which we have committed to make but which are not yet payable.
|
(5)
|
Retirement benefit obligations of €237.5 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, other accruals and provisions 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
|
|
Sir Martin E. Franklin
|
|
April 4, 2014
|
|
55
|
|
|
Co-Chairman
|
Noam Gottesman
|
|
April 4, 2014
|
|
58
|
|
|
Co-Chairman
|
Ian G.H. Ashken
|
|
June 16, 2016
|
|
59
|
|
|
Director
|
Stéfan Descheemaeker
|
|
June 1, 2015
|
|
59
|
|
|
Chief Executive Officer and Director
|
Jeremy Isaacs CBE
|
|
February 16, 2016
|
|
55
|
|
|
Director
|
James E. Lillie
|
|
May 28, 2015
|
|
58
|
|
|
Director
|
Stuart MacFarlane
|
|
May 8, 2019
|
|
52
|
|
|
Director
|
Lord Myners of Truro CBE
|
|
April 4, 2014
|
|
71
|
|
|
Lead Independent Director
|
Victoria Parry
|
|
February 16, 2016
|
|
54
|
|
|
Director
|
Simon White
|
|
November 30, 2016
|
|
61
|
|
|
Director
|
Samy Zekhout
|
|
April 1, 2018
|
|
57
|
|
|
Chief Financial Officer and Director
|
B.
|
Compensation of Executive Officers and Directors
|
(a)
|
an annual contribution of £75,000 (based on an increase in 2019) paid either to a pension plan or to Mr. Descheemaeker directly (as he so directs);
|
(b)
|
eligibility for performance-related discretionary cash bonuses (target performance equates to 100% of base salary), subject to the achievement of financial and other performance targets as we may decide;
|
(c)
|
a one-time award of 2,000,000 ordinary shares remaining 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), group income protection (offering 75% of base salary less £5,000) and family medical insurance.
|
(a)
|
an annual contribution of 10% of his base salary, paid either to a pension plan or to Mr. Zekhout directly (as he so directs);
|
(b)
|
eligibility for performance-related discretionary cash bonuses (up to 100% of salary with an opportunity to increase this to 200% depending on business performance), subject to the achievement of financial and other performance targets as the Company may decide;
|
(c)
|
a one-time award of 300,000 ordinary shares as incentive compensation under the Company's LTIP, subject to performance-based vesting conditions and the other terms and conditions set forth in a share grant award agreement; and
|
(d)
|
an annual car allowance of £13,200, death in service benefit (three times salary), group income protection (offering 75% of base salary less £5,000) and family medical insurance.
|
D.
|
Employees
|
E.
|
Share Ownership
|
•
|
each of our current directors;
|
•
|
each of our named executive officers for the fiscal year ended December 31, 2019; 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) 5,539,705 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) , (iii) 3,147,559 ordinary shares held indirectly through RSMA, LLC and (iv) 944,267, 944,267 and 125,902 ordinary shares held by other members of Mariposa Acquisition II, LLC, respectively, which Sir Franklin has the sole power to vote pursuant to irrevocable proxy agreements dated each of June 15, 2018 and January 7, 2019. In addition, Sir Franklin indirectly owns 69% of Mariposa Acquisition II, representing 517,500 Founder Preferred Shares. Sir Franklin disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
|
(2)
|
Includes (i) 11,168,647 ordinary shares of which 4,460,537 are held by TOMS Acquisition I LLC and 6,708,110 are held by TOMS Capital Investments LLC, (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 and (iii) an aggregate of 1,421,589 ordinary shares held by the members of TOMS Acquisition I LLC that are subject to an irrevocable proxy agreement granted to Mr. Gottesman. 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. In addition, Mr. Gottesman owns or controls, directly or indirectly, 77.5% 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 944,267 ordinary shares held by Tasburgh, LLC, all of which are subject to an irrevocable proxy agreement granted to Sir Franklin (see note 1 above). Mr. Ashken is the Managing Manager of Tasburgh, LLC. 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 4,921 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 2020 or (ii) July 19, 2020.
|
(4)
|
Represents an indirect interest held by Olidipoli Sprl, a company owned by Mr. Descheemaeker. Excludes (i) 598,600 ordinary shares issuable under the LTIP that vested on February 24, 2020 (after giving effect to ordinary shares withheld to satisfy certain tax liabilities), (ii) 350,000 ordinary shares issuable under the LTIP that will vest on January 1, 2021 (the performance based vesting conditions for which have been satisfied), and (iii) 600,000 ordinary shares issuable under the LTIP, which will vest subject to performance based vesting conditions (and in each of cases (ii) and (iii), subject to further vesting conditions relating to Mr. Descheemaeker’s tenure as Chief Executive Officer).
|
(5)
|
Excludes 4,921 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 2020 or (ii) July 19, 2020.
|
(6)
|
Includes 944,267 ordinary shares held by Powder Horn Hill Partners II, LLC, all of which are subject to an irrevocable proxy agreement granted to Sir Franklin (see note 1 above).Mr. Lillie is the Managing Member of Powder Horn Hill Partners II, LLC. 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 4,921 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 2020 or (ii) July 19, 2020.
|
(7)
|
Excludes 4,921 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 2020 or (ii) July 19, 2020.
|
(8)
|
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 4,921 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 2020 or (ii) July 19, 2020.
|
(9)
|
Excludes 4,921 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 2020 or (ii) July 19, 2020.
|
(10)
|
Excludes 4,921 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 2020 or (ii) July 19, 2020.
|
(11)
|
Excludes 300,000 ordinary shares issuable under the LTIP, which will vest subject to performance based vesting conditions (and subject to further vesting conditions relating to Mr. Zekhout's tenure as Chief Financial Officer).
|
Item 7.
|
Major Shareholders and Related Party Transactions
|
|
|
Ordinary Shares Beneficially
Owned
|
|||||
Name of Beneficial Owner:
|
|
Number
|
|
|
Percentage
|
||
5% Shareholders:
|
|
|
|
|
|
||
T. Rowe Price Associates Inc.
100 East Pratt Street
Baltimore, MD 21202
|
|
14,835,761
|
|
(1)
|
|
7.4
|
|
Noam Gottesman
c/o TOMS Acquisition I, LLC
450 W. 14th Street, 13th Floor
New York, NY 10014
|
|
13,340,236
|
|
(2)
|
|
6.6
|
|
Boston Partners
One Beacon Street, 30th Floor
Boston, MA 02108
|
|
13,030,867
|
|
(3)
|
|
6.5
|
|
Martin E. Franklin
c/o Mariposa Capital, LLC
500 South Pointe Drive, Suite 240
Miami Beach, FL 33139
|
|
11,451,700
|
|
(4)
|
|
5.7
|
|
FMR LLC
245 Summer Street
Boston, MA 02210
|
|
10,308,881
|
|
(5)
|
|
5.1
|
|
(1)
|
Based on a Schedule 13G/A filed by T. Rowe Price Associates Inc. on February 14, 2020.
|
(2)
|
Based on a Schedule 13D/A filed by Mr. Gottesman, TOMS Acquisition I LLC and the other reporting persons described therein on January 6, 2020.
|
(3)
|
Based on a Schedule 13G/A filed by Boston Partners on February 10, 2020.
|
(4)
|
Based on a Schedule 13D/A filed by Sir Franklin, Martin E. Franklin Revocable Trust and the other reporting persons described therein on January 6, 2020.
|
(5)
|
Based on a Schedule 13G filed by FMR LLC on February 7, 2020.
|
Item 8.
|
Financial Information
|
A.
|
Consolidated Statements and Other Financial Information
|
Item 9.
|
The Offer and Listing
|
A.
|
Offer and Listing Details
|
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, underwriters, real estate investment trusts, or regulated investment companies;
|
•
|
controlled foreign corporations or passive foreign investment 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 or arrangements classified as partnerships for U.S. federal income tax purposes;
|
•
|
persons liable for the alternative minimum tax;
|
•
|
tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;
|
•
|
certain U.S. expatriates or former long-term residents of the United States;
|
•
|
a person that is required to accelerate the recognition of any item of gross income with respect to ordinary shares as a result of such income being recognized on an applicable financial statement;
|
•
|
a person that acquired ordinary shares as compensation for services;
|
•
|
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
|
•
|
persons that do not use the U.S. Dollar as their functional currency.
|
•
|
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 an applicable income tax treaty so requires, such gain 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, 2019
|
|
For the year ended December 31, 2018
|
||
Audit fees
|
3.3
|
|
|
2.8
|
|
Audit-related fees
|
0.1
|
|
|
0.1
|
|
Tax fees
|
1.5
|
|
|
1.1
|
|
All other fees
|
0.1
|
|
|
—
|
|
Total
|
5.0
|
|
|
4.0
|
|
Item 16D.
|
Exemptions from the Listing Standards for Audit Committees
|
Item 16E.
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
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 seven 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
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||
|
Note
|
|
€m
|
|
€m
|
||
Non-current assets
|
|
|
|
|
|
||
Goodwill
|
13
|
|
1,862.9
|
|
|
1,861.0
|
|
Intangibles
|
13
|
|
2,083.1
|
|
|
2,087.2
|
|
Property, plant and equipment
|
12
|
|
422.4
|
|
|
348.8
|
|
Other non-current assets
|
18
|
|
1.9
|
|
|
2.6
|
|
Derivative financial instruments
|
34
|
|
17.5
|
|
|
35.7
|
|
Deferred tax assets
|
16
|
|
96.4
|
|
|
68.7
|
|
Total non-current assets
|
|
|
4,484.2
|
|
|
4,404.0
|
|
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
20
|
|
826.1
|
|
|
327.6
|
|
Inventories
|
17
|
|
323.2
|
|
|
342.5
|
|
Trade and other receivables
|
18
|
|
206.7
|
|
|
173.9
|
|
Indemnification assets
|
19
|
|
35.4
|
|
|
79.4
|
|
Short-term investments
|
34
|
|
25.0
|
|
|
—
|
|
Derivative financial instruments
|
34
|
|
3.9
|
|
|
13.4
|
|
Total current assets
|
|
|
1,420.3
|
|
|
936.8
|
|
Total assets
|
|
|
5,904.5
|
|
|
5,340.8
|
|
Current liabilities
|
|
|
|
|
|
||
Trade and other payables
|
22
|
|
525.2
|
|
|
571.6
|
|
Current tax payable
|
|
|
217.2
|
|
|
201.2
|
|
Provisions
|
24
|
|
40.9
|
|
|
44.3
|
|
Loans and borrowings
|
21
|
|
27.7
|
|
|
21.4
|
|
Derivative financial instruments
|
34
|
|
12.1
|
|
|
1.5
|
|
Total current liabilities
|
|
|
823.1
|
|
|
840.0
|
|
Non-current liabilities
|
|
|
|
|
|
||
Loans and borrowings
|
21
|
|
1,847.6
|
|
|
1,742.9
|
|
Employee benefits
|
23
|
|
237.5
|
|
|
200.6
|
|
Other non-current liabilities
|
22
|
|
2.7
|
|
|
1.3
|
|
Provisions
|
24
|
|
5.9
|
|
|
69.4
|
|
Derivative financial instruments
|
34
|
|
32.8
|
|
|
35.4
|
|
Deferred tax liabilities
|
16
|
|
398.2
|
|
|
392.1
|
|
Total non-current liabilities
|
|
|
2,524.7
|
|
|
2,441.7
|
|
Total liabilities
|
|
|
3,347.8
|
|
|
3,281.7
|
|
Net assets
|
|
|
2,556.7
|
|
|
2,059.1
|
|
Equity
|
|
|
|
|
|
||
Share capital and capital reserve
|
25
|
|
2,095.4
|
|
|
1,748.5
|
|
Share-based compensation reserve
|
26
|
|
22.6
|
|
|
9.4
|
|
Founder Preferred Shares Dividend Reserve
|
27
|
|
370.1
|
|
|
372.6
|
|
Translation reserve
|
28
|
|
94.8
|
|
|
88.8
|
|
Cash flow hedging reserve
|
29
|
|
(13.2
|
)
|
|
8.5
|
|
Accumulated deficit reserve
|
|
|
(11.8
|
)
|
|
(167.9
|
)
|
Equity attributable to owners of the parent
|
|
|
2,557.9
|
|
|
2,059.9
|
|
Non-controlling interests
|
|
|
(1.2
|
)
|
|
(0.8
|
)
|
Total equity
|
|
|
2,556.7
|
|
|
2,059.1
|
|
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Revenue
|
5
|
|
2,324.3
|
|
|
2,172.8
|
|
|
1,956.6
|
|
Cost of sales
|
|
|
(1,626.4
|
)
|
|
(1,519.3
|
)
|
|
(1,357.2
|
)
|
Gross profit
|
|
|
697.9
|
|
|
653.5
|
|
|
599.4
|
|
Other operating expenses
|
|
|
(359.9
|
)
|
|
(352.7
|
)
|
|
(319.3
|
)
|
Exceptional items
|
7
|
|
(54.5
|
)
|
|
(17.7
|
)
|
|
(37.2
|
)
|
Operating profit
|
6
|
|
283.5
|
|
|
283.1
|
|
|
242.9
|
|
Finance income
|
10
|
|
2.5
|
|
|
1.6
|
|
|
7.2
|
|
Finance costs
|
10
|
|
(75.7
|
)
|
|
(57.6
|
)
|
|
(81.6
|
)
|
Net financing costs
|
|
|
(73.2
|
)
|
|
(56.0
|
)
|
|
(74.4
|
)
|
Profit before tax
|
|
|
210.3
|
|
|
227.1
|
|
|
168.5
|
|
Taxation
|
11
|
|
(56.7
|
)
|
|
(56.6
|
)
|
|
(32.0
|
)
|
Profit for the period
|
|
|
153.6
|
|
|
170.5
|
|
|
136.5
|
|
|
|
|
|
|
|
|
|
|||
Attributable to:
|
|
|
|
|
|
|
|
|||
Equity owners of the parent
|
|
|
154.0
|
|
|
171.2
|
|
|
136.5
|
|
Non-controlling interests
|
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
|
|
153.6
|
|
|
170.5
|
|
|
136.5
|
|
|
|
|
|
|
|
|
|
|||
Earnings per share:
|
|
|
|
|
|
|
|
|||
Basic earnings per share
|
30
|
|
€0.80
|
|
€0.97
|
|
€0.78
|
|||
Diluted earnings per share
|
30
|
|
€0.78
|
|
€0.97
|
|
€0.74
|
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Profit for the period
|
|
|
153.6
|
|
|
170.5
|
|
|
136.5
|
|
Other comprehensive (loss)/income:
|
|
|
|
|
|
|
|
|||
Actuarial (losses)/gains on defined benefit pension plans
|
23
|
|
(35.9
|
)
|
|
(12.9
|
)
|
|
2.9
|
|
Taxation credit/(charge) on remeasurement of defined benefit pension plans
|
11
|
|
6.7
|
|
|
3.3
|
|
|
(2.0
|
)
|
Items not reclassified to the Consolidated Statement of Profit or Loss
|
|
|
(29.2
|
)
|
|
(9.6
|
)
|
|
0.9
|
|
Gain/(loss) on investment in foreign subsidiary, net of hedge
|
|
|
6.0
|
|
|
5.6
|
|
|
(0.8
|
)
|
Effective portion of changes in fair value of cash flow hedges
|
29
|
|
(27.3
|
)
|
|
15.5
|
|
|
(16.4
|
)
|
Taxation credit/(charge) relating to components of other comprehensive income
|
11
|
|
5.6
|
|
|
(4.0
|
)
|
|
5.0
|
|
Items that may be subsequently reclassified to the Consolidated Statement of Profit or Loss
|
|
|
(15.7
|
)
|
|
17.1
|
|
|
(12.2
|
)
|
Other comprehensive (loss)/income for the period, net of tax
|
|
|
(44.9
|
)
|
|
7.5
|
|
|
(11.3
|
)
|
Total comprehensive income for the period
|
|
|
108.7
|
|
|
178.0
|
|
|
125.2
|
|
|
|
|
|
|
|
|
|
|||
Attributable to:
|
|
|
|
|
|
|
|
|||
Equity owners of the parent
|
|
|
109.1
|
|
|
178.7
|
|
|
125.2
|
|
Non-controlling interests
|
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
|
|
108.7
|
|
|
178.0
|
|
|
125.2
|
|
|
|
|
Share capital and capital reserve
|
|
Share-based compensation reserve
|
|
Founder preferred shares dividend reserve
|
|
Translation reserve
|
|
Cash flow hedging reserve
|
|
Accumulated deficit reserve
|
|
Equity attributable to owners of the parent
|
|
Non-controlling interests
|
|
Total Equity
|
|||||||||
|
Note
|
|
€m
|
|
€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
|
|
|
—
|
|
|
1,902.5
|
|
Profit for the year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136.5
|
|
|
136.5
|
|
|
—
|
|
|
136.5
|
|
Other comprehensive (loss)/income for the year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(11.4
|
)
|
|
0.9
|
|
|
(11.3
|
)
|
|
—
|
|
|
(11.3
|
)
|
Total comprehensive (loss)/income for the year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(11.4
|
)
|
|
137.4
|
|
|
125.2
|
|
|
—
|
|
|
125.2
|
|
Repurchase of ordinary shares
|
|
|
(177.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177.1
|
)
|
|
—
|
|
|
(177.1
|
)
|
Listing and share transaction costs
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
Vesting of Non-Executive Restricted Stock award
|
|
|
0.6
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Share based payment charge
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
2.6
|
|
Total transactions with owners, recognized directly in equity
|
|
|
(177.0
|
)
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175.1
|
)
|
|
—
|
|
|
(175.1
|
)
|
Balance as of December 31, 2017
|
|
|
1,623.7
|
|
|
2.9
|
|
|
493.4
|
|
|
83.2
|
|
|
(3.0
|
)
|
|
(347.6
|
)
|
|
1,852.6
|
|
|
—
|
|
|
1,852.6
|
|
|
|
|
Share capital and capital reserve
|
|
Share-based compensation reserve
|
|
Founder preferred shares dividend reserve
|
|
Translation reserve
|
|
Cash flow hedging reserve
|
|
Accumulated deficit reserve
|
|
Equity attributable to owners of the parent
|
|
Non-controlling interests
|
|
Total Equity
|
||||||||||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||||||
Balance at January 1, 2018
|
|
|
1,623.7
|
|
|
2.9
|
|
|
493.4
|
|
|
83.2
|
|
|
(3.0
|
)
|
|
(347.6
|
)
|
|
1,852.6
|
|
|
—
|
|
|
1,852.6
|
|
|
Change in accounting policy (IFRS 9)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.1
|
|
|
18.1
|
|
|
—
|
|
|
18.1
|
|
|
Restated Equity as at January 1, 2018
|
|
|
1,623.7
|
|
|
2.9
|
|
|
493.4
|
|
|
83.2
|
|
|
(3.0
|
)
|
|
(329.5
|
)
|
|
1,870.7
|
|
|
—
|
|
|
1,870.7
|
|
|
Profit/(loss) for the year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171.2
|
|
|
171.2
|
|
|
(0.7
|
)
|
|
170.5
|
|
|
Other comprehensive income/(loss) for the period
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
11.5
|
|
|
(9.6
|
)
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|
Total comprehensive income/(loss) for the period
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
11.5
|
|
|
161.6
|
|
|
178.7
|
|
|
(0.7
|
)
|
|
178.0
|
|
|
Founder Preferred Shares Annual Dividend Amount
|
27
|
|
|
120.8
|
|
|
—
|
|
|
(120.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vesting of Non-Executive Restricted Stock award
|
8
|
|
|
0.6
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
Issue of ordinary shares
|
8
|
|
|
3.4
|
|
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Share based payment charge
|
8
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
|
13.0
|
|
Reclassification of awards for settlement of tax liabilities
|
26
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
Non-controlling interests on acquisition of subsidiary
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Total transactions with owners, recognized directly in equity
|
|
|
124.8
|
|
|
6.5
|
|
|
(120.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
|
(0.1
|
)
|
|
10.4
|
|
|
Balance as of December 31, 2018
|
|
|
1,748.5
|
|
|
9.4
|
|
|
372.6
|
|
|
88.8
|
|
|
8.5
|
|
|
(167.9
|
)
|
|
2,059.9
|
|
|
(0.8
|
)
|
|
2,059.1
|
|
|
|
|
Share capital and capital reserve
|
|
Share-based compensation reserve
|
|
Founder preferred shares dividend reserve
|
|
Translation reserve
|
|
Cash flow hedging reserve
|
|
Accumulated deficit
|
|
Equity attributable to owners of the parent
|
|
Non-controlling interests
|
|
Total Equity
|
|||||||||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|||||||||
Balance at January 1, 2019
|
|
|
1,748.5
|
|
|
9.4
|
|
|
372.6
|
|
|
88.8
|
|
|
8.5
|
|
|
(167.9
|
)
|
|
2,059.9
|
|
|
(0.8
|
)
|
|
2,059.1
|
|
Change in accounting policy (IFRS 16)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.3
|
|
|
31.3
|
|
|
—
|
|
|
31.3
|
|
Restated Equity as at January 1, 2019
|
|
|
1,748.5
|
|
|
9.4
|
|
|
372.6
|
|
|
88.8
|
|
|
8.5
|
|
|
(136.6
|
)
|
|
2,091.2
|
|
|
(0.8
|
)
|
|
2,090.4
|
|
Profit/(loss) for the year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154.0
|
|
|
154.0
|
|
|
(0.4
|
)
|
|
153.6
|
|
Other comprehensive income/(loss) for the year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
(21.7
|
)
|
|
(29.2
|
)
|
|
(44.9
|
)
|
|
—
|
|
|
(44.9
|
)
|
Total comprehensive income/(loss) for the year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
(21.7
|
)
|
|
124.8
|
|
|
109.1
|
|
|
(0.4
|
)
|
|
108.7
|
|
Founder Preferred Shares Annual Dividend Amount
|
27
|
|
2.5
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vesting of Non-Executive Restricted Stock award
|
8
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
Issue of ordinary shares
|
25
|
|
355.5
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
354.2
|
|
|
—
|
|
|
354.2
|
|
Listing and share transaction costs
|
25
|
|
(11.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.1
|
)
|
|
—
|
|
|
(11.1
|
)
|
Share based payment charge
|
8
|
|
—
|
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.9
|
|
|
—
|
|
|
14.9
|
|
Reclassification of awards for settlement of tax liabilities
|
26
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
Total transactions with owners, recognized directly in equity
|
|
|
346.9
|
|
|
13.2
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
357.6
|
|
|
—
|
|
|
357.6
|
|
Balance as of December 31, 2019
|
|
|
2,095.4
|
|
|
22.6
|
|
|
370.1
|
|
|
94.8
|
|
|
(13.2
|
)
|
|
(11.8
|
)
|
|
2,557.9
|
|
|
(1.2
|
)
|
|
2,556.7
|
|
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Cash generated from operations before tax and exceptional items
|
32
|
|
376.9
|
|
|
397.6
|
|
|
358.5
|
|
Cash flows relating to exceptional items
|
|
|
(15.9
|
)
|
|
(43.4
|
)
|
|
(99.5
|
)
|
Tax paid
|
|
|
(45.6
|
)
|
|
(32.9
|
)
|
|
(65.2
|
)
|
Net cash flows from operating activities
|
|
|
315.4
|
|
|
321.3
|
|
|
193.8
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|||
Purchase of subsidiaries, net of cash acquired
|
14
|
|
(1.5
|
)
|
|
(471.6
|
)
|
|
—
|
|
Purchase of property, plant and equipment and intangibles
|
|
|
(47.3
|
)
|
|
(41.6
|
)
|
|
(42.6
|
)
|
Purchase of investments
|
34
|
|
(25.0
|
)
|
|
—
|
|
|
—
|
|
Net cash used in investing activities
|
|
|
(73.8
|
)
|
|
(513.2
|
)
|
|
(42.6
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of Ordinary Shares
|
25
|
|
354.1
|
|
|
0.1
|
|
|
—
|
|
Share issuance costs
|
25
|
|
(11.1
|
)
|
|
—
|
|
|
—
|
|
Proceeds from new loans and notes
|
|
|
2.0
|
|
|
355.6
|
|
|
1,470.5
|
|
Repayment of loan principal
|
|
|
(22.2
|
)
|
|
(5.9
|
)
|
|
(1,469.5
|
)
|
Payment of lease liabilities
|
|
|
(21.8
|
)
|
|
—
|
|
|
(1.6
|
)
|
Payment of financing fees
|
|
|
—
|
|
|
(2.6
|
)
|
|
(16.7
|
)
|
Repurchase of ordinary shares
|
|
|
—
|
|
|
—
|
|
|
(177.6
|
)
|
Interest paid
|
|
|
(48.4
|
)
|
|
(45.3
|
)
|
|
(48.8
|
)
|
Interest received
|
|
|
2.4
|
|
|
0.2
|
|
|
0.3
|
|
Other financing cash flows
|
|
|
(3.6
|
)
|
|
0.6
|
|
|
1.6
|
|
Net cash provided by/(used in) financing activities
|
|
|
251.4
|
|
|
302.7
|
|
|
(241.8
|
)
|
Net increase/(decrease) in cash and cash equivalents
|
|
|
493.0
|
|
|
110.8
|
|
|
(90.6
|
)
|
Cash and cash equivalents at beginning of period
|
20
|
|
327.6
|
|
|
219.2
|
|
|
329.5
|
|
Effect of exchange rate fluctuations
|
|
|
4.2
|
|
|
(2.4
|
)
|
|
(19.7
|
)
|
Cash and cash equivalents at end of period
|
20
|
|
824.8
|
|
|
327.6
|
|
|
219.2
|
|
1)
|
General information
|
2)
|
Basis of preparation
|
|
Opening balance as reported
|
Transition adjustments
|
Opening balance
IFRS 16
|
|||
|
€m
|
€m
|
€m
|
|||
Property, plant and equipment
|
348.8
|
|
83.9
|
|
432.7
|
|
Current loans and borrowings
|
(21.4
|
)
|
(20.4
|
)
|
(41.8
|
)
|
Non-current loans and borrowings
|
(1,742.9
|
)
|
(100.4
|
)
|
(1,843.3
|
)
|
Current provisions
|
(44.3
|
)
|
3.6
|
|
(40.7
|
)
|
Non-current provisions
|
(69.4
|
)
|
63.3
|
|
(6.1
|
)
|
Trade and other payables
|
—
|
|
1.3
|
|
1.3
|
|
Accumulated deficit reserve
|
167.9
|
|
(31.3
|
)
|
136.6
|
|
|
€m
|
|
Operating lease commitments disclosed as at December 31, 2018
|
181.6
|
|
Discounted using the incremental borrowing rate at January 1, 2019
|
(54.9
|
)
|
Less: short-term and low value leases recognized on a straight-line basis as expense
|
(2.0
|
)
|
Less: contracts assessed as service agreements
|
(8.1
|
)
|
Add: adjustments as a result of a different treatment of extension and termination options
|
4.2
|
|
Lease liability as at January 1, 2019
|
120.8
|
|
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
|
a.
|
Cash flow hedges
|
b.
|
Net investment hedges
|
vi)
|
Short-term investments
|
3.14
|
Revenue from contracts with customers
|
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
|
4)
|
Critical accounting estimates and judgments
|
a)
|
Discounts and trade promotions
|
b)
|
Business combinations
|
c)
|
Carrying value of goodwill and brands
|
d)
|
Employee benefit obligation
|
e)
|
Uncertain tax positions
|
f)
|
Fair value of derivative financial instruments.
|
g)
|
Share-based payments
|
5)
|
Segment reporting
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
Note
|
€m
|
|
€m
|
|
€m
|
|||
Profit for the period
|
|
153.6
|
|
|
170.5
|
|
|
136.5
|
|
Taxation
|
|
56.7
|
|
|
56.6
|
|
|
32.0
|
|
Net financing costs
|
|
73.2
|
|
|
56.0
|
|
|
74.4
|
|
Depreciation and amortization
|
|
68.3
|
|
|
46.3
|
|
|
42.4
|
|
EBITDA
|
|
351.8
|
|
|
329.4
|
|
|
285.3
|
|
Acquisition purchase price adjustments
|
|
—
|
|
|
5.7
|
|
|
—
|
|
Exceptional items
|
7
|
54.5
|
|
|
17.7
|
|
|
37.2
|
|
Other add-backs
|
|
25.7
|
|
|
23.6
|
|
|
5.6
|
|
Adjusted EBITDA
|
|
432.0
|
|
|
376.4
|
|
|
328.1
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
United Kingdom
|
712.5
|
|
|
585.4
|
|
|
411.9
|
|
Italy
|
394.1
|
|
|
383.6
|
|
|
371.4
|
|
Germany
|
329.6
|
|
|
310.2
|
|
|
300.3
|
|
Sweden
|
175.7
|
|
|
192.7
|
|
|
208.0
|
|
France
|
176.6
|
|
|
174.1
|
|
|
170.0
|
|
Norway
|
120.4
|
|
|
122.5
|
|
|
123.3
|
|
Austria
|
108.2
|
|
|
102.4
|
|
|
96.7
|
|
Spain
|
79.5
|
|
|
76.7
|
|
|
81.2
|
|
Rest of Europe
|
227.7
|
|
|
225.2
|
|
|
193.8
|
|
Total external revenue by geography
|
2,324.3
|
|
|
2,172.8
|
|
|
1,956.6
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||
|
€m
|
|
€m
|
||
United Kingdom
|
131.3
|
|
|
141.5
|
|
Germany
|
124.9
|
|
|
121.8
|
|
Italy
|
68.2
|
|
|
52.5
|
|
Sweden
|
51.1
|
|
|
26.5
|
|
Norway
|
29.6
|
|
|
14.3
|
|
France
|
17.2
|
|
|
17.0
|
|
Rest of Europe
|
56.0
|
|
|
52.4
|
|
Total non-current assets by geography
|
478.3
|
|
|
426.0
|
|
6)
|
Operating profit
|
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Staff costs
|
8
|
|
308.6
|
|
|
299.7
|
|
|
257.4
|
|
Depreciation of property, plant and equipment (1)
|
12
|
|
59.7
|
|
|
39.3
|
|
|
35.9
|
|
Impairment of property, plant and equipment
|
12
|
|
0.1
|
|
|
—
|
|
|
0.3
|
|
Amortization of software and brands
|
13
|
|
8.6
|
|
|
7.0
|
|
|
6.5
|
|
Operating lease charges(1)
|
|
|
4.5
|
|
|
18.5
|
|
|
15.0
|
|
Exchange (gains)/losses
|
|
|
(14.6
|
)
|
|
2.9
|
|
|
(1.2
|
)
|
Research & development expenditure
|
|
|
18.9
|
|
|
15.5
|
|
|
15.4
|
|
Inventories recognized as an expense within cost of goods sold
|
|
|
1,536.0
|
|
|
1,410.0
|
|
|
1,273.3
|
|
7)
|
Exceptional items
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Implementation of strategic opportunities (1)
|
—
|
|
|
—
|
|
|
18.8
|
|
Supply chain reconfiguration (2)
|
(3.6
|
)
|
|
1.2
|
|
|
14.0
|
|
Findus Group integration expenses (3)
|
3.5
|
|
|
10.4
|
|
|
15.1
|
|
Expenses related to transactions (4)
|
—
|
|
|
—
|
|
|
3.2
|
|
Brexit (5)
|
1.6
|
|
|
—
|
|
|
—
|
|
Goodfella's Pizza & Aunt Bessie's integration expenses (6)
|
12.5
|
|
|
8.3
|
|
|
—
|
|
Factory optimization (7)
|
5.7
|
|
|
1.6
|
|
|
—
|
|
Settlement of legacy matters (8)
|
(9.2
|
)
|
|
(3.8
|
)
|
|
(5.6
|
)
|
Release/remeasurement of indemnification assets (9)
|
44.0
|
|
|
—
|
|
|
(8.3
|
)
|
Total exceptional items
|
54.5
|
|
|
17.7
|
|
|
37.2
|
|
(1)
|
Implementation of strategic opportunities
|
(2)
|
Supply chain reconfiguration
|
(3)
|
Findus Group integration expenses
|
(4)
|
Expenses related to transactions
|
(5)
|
Brexit
|
(6)
|
Goodfella's Pizza & Aunt Bessie's integration costs
|
(7)
|
Factory optimization
|
(8)
|
Settlement of legacy matters
|
(9)
|
Release/remeasurement of indemnification assets
|
8)
|
Payroll costs, share based payments and management incentive schemes
|
(a)
|
Payroll costs
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
Production
|
3,308
|
|
|
2,915
|
|
|
2,285
|
|
Administration, distribution & sales
|
1,448
|
|
|
1,510
|
|
|
1,572
|
|
Total number of employees
|
4,756
|
|
|
4,425
|
|
|
3,857
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Wages and salaries
|
250.4
|
|
|
240.6
|
|
|
200.8
|
|
Social security costs
|
45.2
|
|
|
46.0
|
|
|
42.0
|
|
Other pension costs
|
13.0
|
|
|
13.1
|
|
|
14.6
|
|
Total payroll costs
|
308.6
|
|
|
299.7
|
|
|
257.4
|
|
(b)
|
Share based payments
|
|
January 1, 2016 Award
|
|
January 1, 2017 Award
|
|
January 1, 2018 Award
|
|
January 1, 2019 Award
|
|
Total
|
|||||
Number of awards outstanding at January 1, 2019
|
3,025,953
|
|
|
1,015,000
|
|
|
583,700
|
|
|
—
|
|
|
4,624,653
|
|
New awards granted in the period
|
—
|
|
|
—
|
|
|
—
|
|
|
166,427
|
|
|
166,427
|
|
Awards vested and issued in the period
|
—
|
|
|
(85,315
|
)
|
|
—
|
|
|
—
|
|
|
(85,315
|
)
|
Forfeitures in the period
|
(60,439
|
)
|
|
(91,562
|
)
|
|
(34,800
|
)
|
|
—
|
|
|
(186,801
|
)
|
Number of awards outstanding at December 31, 2019
|
2,965,514
|
|
|
838,123
|
|
|
548,900
|
|
|
166,427
|
|
|
4,518,964
|
|
•
|
For the 2016 award, the initial two-year period is through to January 1, 2018 and the subsequent revised three-year period is through to January 1, 2021.
|
•
|
For the 2017 award, the initial two-year period is through to January 1, 2019 and the subsequent two-year period is through to January 1, 2021.
|
•
|
For the 2018 award, the initial two-year period is through to January 1, 2020 and the subsequent revised three-year period is through to January 1, 2023.
|
|
January 1, 2016 award
|
January 1, 2017 award
|
January 1, 2018 award
|
January 1, 2019 award
|
||||||||
Revised grant date price
|
$
|
16.72
|
|
$
|
16.72
|
|
$
|
16.72
|
|
$
|
20.15
|
|
Exercise price
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Expected life of restricted share
|
1.00 - 2.00 years
|
|
2.00 years
|
|
1.5 - 4.00 years
|
|
4.00 years
|
|
||||
Expected volatility of the share price
|
22.6
|
%
|
22.6
|
%
|
22.7
|
%
|
24.0
|
%
|
||||
Dividend yield expected
|
—
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
||||
Risk free rate
|
2.65
|
%
|
2.65
|
%
|
2.55
|
%
|
1.33
|
%
|
||||
Employee exit rate
|
6.0
|
%
|
14.0
|
%
|
14.0
|
%
|
14.0
|
%
|
||||
EBITDA Performance Target Condition
|
93.0
|
%
|
72.0
|
%
|
35.0
|
%
|
35.0
|
%
|
9)
|
Directors and Key Management compensation
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Short-term employee benefits
|
2.8
|
|
|
3.3
|
|
|
2.0
|
|
Share-based payment expense
|
7.6
|
|
|
6.3
|
|
|
1.4
|
|
Termination benefits
|
—
|
|
|
0.1
|
|
|
0.4
|
|
Non-Executive Director fees
|
0.4
|
|
|
0.4
|
|
|
0.3
|
|
Total Directors' and executive officers' compensation
|
10.8
|
|
|
10.1
|
|
|
4.1
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
Benefits are accruing to the following number of key management personnel under:
|
|
|
|
|
|
|||
Defined contribution plans
|
2
|
|
|
3
|
|
|
2
|
|
Share based payment schemes
|
2
|
|
|
3
|
|
|
2
|
|
10)
|
Finance income and costs
|
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
|
|
€m
|
|
€m
|
|
€m
|
|||
Interest income
|
|
|
2.5
|
|
|
0.2
|
|
|
0.2
|
|
Net fair value gains on derivatives held at fair value through profit or loss
|
|
|
—
|
|
|
1.4
|
|
|
7.0
|
|
Finance income
|
|
|
2.5
|
|
|
1.6
|
|
|
7.2
|
|
Interest and finance charges paid/payable for lease liabilities and financial liabilities not at fair value through profit or loss (1)
|
|
|
(79.0
|
)
|
|
(64.4
|
)
|
|
(54.0
|
)
|
Cross-currency interest rate swaps: cash flow hedges, transfer from equity
|
|
|
21.8
|
|
|
14.6
|
|
|
3.9
|
|
Net pension interest costs
|
|
|
(3.8
|
)
|
|
(3.8
|
)
|
|
(3.6
|
)
|
Amortization of borrowing costs
|
|
|
(2.0
|
)
|
|
(1.5
|
)
|
|
(2.7
|
)
|
Net foreign exchange losses on translation of financial assets and liabilities
|
|
|
(3.9
|
)
|
|
(0.3
|
)
|
|
(3.9
|
)
|
Interest on unwinding of discounted items
|
|
|
—
|
|
|
(1.1
|
)
|
|
(1.2
|
)
|
Net fair value losses on derivatives held at fair value through profit or loss
|
|
|
(8.8
|
)
|
|
—
|
|
|
—
|
|
Financing costs incurred in amendment of terms of debt (2)
|
|
|
—
|
|
|
(1.1
|
)
|
|
(20.1
|
)
|
Finance costs
|
|
|
(75.7
|
)
|
|
(57.6
|
)
|
|
(81.6
|
)
|
Net finance costs
|
|
|
(73.2
|
)
|
|
(56.0
|
)
|
|
(74.4
|
)
|
11)
|
Taxation
|
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31,
2017 |
|||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Current tax expense
|
|
|
|
|
|
|
|
|||
Current tax on profits for the period
|
|
|
(66.4
|
)
|
|
(63.9
|
)
|
|
(37.5
|
)
|
Adjustments in respect of prior periods
|
|
|
—
|
|
|
2.8
|
|
|
3.2
|
|
|
|
|
(66.4
|
)
|
|
(61.1
|
)
|
|
(34.3
|
)
|
Deferred tax income/(expense)
|
|
|
|
|
|
|
|
|||
Origination and reversal of temporary differences
|
|
|
9.7
|
|
|
4.5
|
|
|
(2.1
|
)
|
Impact of change in tax rates
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
16
|
|
9.7
|
|
|
4.5
|
|
|
2.3
|
|
Total tax expense
|
|
|
(56.7
|
)
|
|
(56.6
|
)
|
|
(32.0
|
)
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31,
2017 |
|||
|
€m
|
|
€m
|
|
€m
|
|||
Profit before tax
|
210.3
|
|
|
227.1
|
|
|
168.5
|
|
Tax charge at the standard UK corporation tax rate 19% (2018: 19%; 2017: 19.25%)
|
(39.9
|
)
|
|
(43.2
|
)
|
|
(32.5
|
)
|
Difference in tax rates
|
(11.9
|
)
|
|
(14.8
|
)
|
|
(10.0
|
)
|
Non tax deductible interest
|
0.6
|
|
|
—
|
|
|
4.4
|
|
Other income and expenses not taxable or deductible
|
(1.2
|
)
|
|
5.3
|
|
|
16.8
|
|
Unrecognized tax assets
|
(0.9
|
)
|
|
0.6
|
|
|
(19.3
|
)
|
Provisions for uncertainties
|
(3.4
|
)
|
|
(7.3
|
)
|
|
1.0
|
|
Impact of change in deferred tax rates
|
—
|
|
|
—
|
|
|
4.4
|
|
Prior period adjustment
|
—
|
|
|
2.8
|
|
|
3.2
|
|
Total tax expense
|
(56.7
|
)
|
|
(56.6
|
)
|
|
(32.0
|
)
|
|
|
|
Before
tax
|
|
Tax
credit
|
|
After tax
|
|||
Year ended December 31, 2019
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Remeasurement of post-employment benefit liabilities
|
|
|
35.9
|
|
|
(6.7
|
)
|
|
29.2
|
|
Net investment hedge
|
|
|
(6.0
|
)
|
|
—
|
|
|
(6.0
|
)
|
Cash flow hedges
|
|
|
27.3
|
|
|
(5.6
|
)
|
|
21.7
|
|
Other comprehensive loss/(income)
|
|
|
57.2
|
|
|
(12.3
|
)
|
|
44.9
|
|
Current tax
|
|
|
|
|
—
|
|
|
|
||
Deferred tax
|
16
|
|
|
|
(12.3
|
)
|
|
|
||
|
|
|
|
|
(12.3
|
)
|
|
|
||
|
|
|
Before
tax
|
|
Tax
(credit)/
charge
|
|
After tax
|
|||
Year ended December 31, 2018
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Remeasurement of post-employment benefit liabilities
|
|
|
12.9
|
|
|
(3.3
|
)
|
|
9.6
|
|
Net investment hedge
|
|
|
(5.6
|
)
|
|
—
|
|
|
(5.6
|
)
|
Cash flow hedges
|
|
|
(15.5
|
)
|
|
4.0
|
|
|
(11.5
|
)
|
Other comprehensive (income)/loss
|
|
|
(8.2
|
)
|
|
0.7
|
|
|
(7.5
|
)
|
Current tax
|
|
|
|
|
—
|
|
|
|
||
Deferred tax
|
16
|
|
|
|
0.7
|
|
|
|
||
|
|
|
|
|
0.7
|
|
|
|
||
|
|
|
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/(income)
|
|
|
14.3
|
|
|
(3.0
|
)
|
|
11.3
|
|
Current tax
|
|
|
|
|
—
|
|
|
|
||
Deferred tax
|
16
|
|
|
|
(3.0
|
)
|
|
|
||
|
|
|
|
|
(3.0
|
)
|
|
|
12)
|
Property, plant and equipment
|
|
December 31, 2019
|
|
December 31, 2018
|
||
|
€m
|
|
€m
|
||
Owned property, plant and equipment (i)
|
350.0
|
|
|
348.8
|
|
Right-of-use assets (ii)
|
72.4
|
|
|
—
|
|
Property, plant and equipment
|
422.4
|
|
|
348.8
|
|
|
Land and
buildings
|
|
Plant and
equipment
|
|
Computer
equipment
|
|
Total
|
||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||
Cost
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2017
|
117.4
|
|
|
242.5
|
|
|
3.2
|
|
|
363.1
|
|
Acquisitions through business combinations
|
32.7
|
|
|
28.1
|
|
|
0.5
|
|
|
61.3
|
|
Additions
|
6.7
|
|
|
24.5
|
|
|
5.3
|
|
|
36.5
|
|
Disposals
|
(3.5
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(4.0
|
)
|
Effect of movements in foreign exchange
|
(1.5
|
)
|
|
(4.4
|
)
|
|
—
|
|
|
(5.9
|
)
|
Balance at December 31, 2018
|
151.8
|
|
|
290.2
|
|
|
9.0
|
|
|
451.0
|
|
Additions
|
4.1
|
|
|
34.7
|
|
|
4.7
|
|
|
43.5
|
|
Disposals
|
(1.5
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(2.6
|
)
|
Effect of movements in foreign exchange
|
1.8
|
|
|
8.1
|
|
|
0.1
|
|
|
10.0
|
|
Balance at December 31, 2019
|
156.2
|
|
|
331.9
|
|
|
13.8
|
|
|
501.9
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2017
|
8.2
|
|
|
57.4
|
|
|
2.1
|
|
|
67.7
|
|
Depreciation
|
7.2
|
|
|
31.7
|
|
|
0.4
|
|
|
39.3
|
|
Effect of movements in foreign exchange
|
(1.1
|
)
|
|
(3.6
|
)
|
|
(0.1
|
)
|
|
(4.8
|
)
|
Balance at December 31, 2018
|
14.3
|
|
|
85.5
|
|
|
2.4
|
|
|
102.2
|
|
Depreciation
|
7.7
|
|
|
34.4
|
|
|
1.5
|
|
|
43.6
|
|
Impairment
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Disposals
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
Effect of movements in foreign exchange
|
1.0
|
|
|
5.3
|
|
|
—
|
|
|
6.3
|
|
Balance at December 31, 2019
|
23.0
|
|
|
125.0
|
|
|
3.9
|
|
|
151.9
|
|
Net book value December 31, 2017
|
109.2
|
|
|
185.1
|
|
|
1.1
|
|
|
295.4
|
|
Net book value December 31, 2018
|
137.5
|
|
|
204.7
|
|
|
6.6
|
|
|
348.8
|
|
Balance at December 31, 2019
|
133.2
|
|
|
206.9
|
|
|
9.9
|
|
|
350.0
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||
|
€m
|
|
€m
|
||
Net book value
|
|
|
|
||
Land and Buildings
|
62.8
|
|
|
—
|
|
Plant and equipment and motor vehicles
|
9.2
|
|
|
—
|
|
Computer equipment
|
0.4
|
|
|
—
|
|
Right-of-use assets
|
72.4
|
|
|
—
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Depreciation
|
|
|
|
|
|
|||
Land and Buildings
|
10.7
|
|
|
—
|
|
|
—
|
|
Plant and equipment
|
5.2
|
|
|
—
|
|
|
—
|
|
Computer equipment
|
0.2
|
|
|
—
|
|
|
—
|
|
Depreciation expense of right-of-use assets
|
16.1
|
|
|
—
|
|
|
—
|
|
13)
|
Goodwill and Intangibles
|
|
Goodwill
|
|
Brands
|
|
Computer
software
|
|
Customer
relationships
|
|
Total
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|||||
Cost
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2017
|
1,745.6
|
|
|
1,688.9
|
|
|
18.3
|
|
|
31.0
|
|
|
3,483.8
|
|
Acquisitions through business combinations
|
115.4
|
|
|
362.2
|
|
|
1.1
|
|
|
—
|
|
|
478.7
|
|
Additions
|
—
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
Effect of movements in foreign exchange
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
Balance at December 31, 2018
|
1,861.0
|
|
|
2,051.1
|
|
|
25.4
|
|
|
31.0
|
|
|
3,968.5
|
|
Acquisitions through business combinations
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
Additions
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
Disposals
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Effect of movements in foreign exchange
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
Balance at December 31, 2019
|
1,862.9
|
|
|
2,051.1
|
|
|
29.8
|
|
|
31.0
|
|
|
3,974.8
|
|
|
Goodwill
|
|
Brands
|
|
Computer
software |
|
Customer
relationships |
|
Total
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|||||
Accumulated amortization and impairment
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2017
|
—
|
|
|
1.5
|
|
|
7.5
|
|
|
4.8
|
|
|
13.8
|
|
Amortization
|
—
|
|
|
1.2
|
|
|
3.6
|
|
|
2.2
|
|
|
7.0
|
|
Effect of movements in foreign exchange
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
Balance at December 31, 2018
|
—
|
|
|
2.7
|
|
|
10.6
|
|
|
7.0
|
|
|
20.3
|
|
Amortization
|
—
|
|
|
1.7
|
|
|
4.7
|
|
|
2.2
|
|
|
8.6
|
|
Effect of movements in foreign exchange
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Balance at December 31, 2019
|
—
|
|
|
4.4
|
|
|
15.2
|
|
|
9.2
|
|
|
28.8
|
|
Net book value December 31, 2017
|
1,745.6
|
|
|
1,687.4
|
|
|
10.8
|
|
|
26.2
|
|
|
3,470.0
|
|
Net book value December 31, 2018
|
1,861.0
|
|
|
2,048.4
|
|
|
14.8
|
|
|
24.0
|
|
|
3,948.2
|
|
Net book value December 31, 2019
|
1,862.9
|
|
|
2,046.7
|
|
|
14.6
|
|
|
21.8
|
|
|
3,946.0
|
|
•
|
Budgeted cash flows: the calculation of value in use has been based on the cash flow forecasts by management for 2020 to 2022. The trends in these forecasts have been extrapolated to produce 2023 and 2024 forecast cash flows. Beyond 2024 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.
|
•
|
Revenue: projected revenues are built up with reference to markets and product platforms. They incorporate past performance, historical growth rates and projections of developments in key markets.
|
•
|
Profit margins: projected margins reflect historical performance.
|
•
|
Capital expenditure forecast includes an allowance for the replacement of leased right-of-use assets.
|
•
|
Discount rate: a pre-tax discount rate of 7.1% (2018: 8.2%) 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: the growth rate used in the testing after the detailed forecasting period was 1.0% (2018: 1.0%). These rates do not reflect the long-term assumptions used by the Company for investment planning.
|
14)
|
Acquisitions
|
|
April 21, 2018
|
|
|
€m
|
|
Assets:
|
|
|
Intangible assets
|
158.0
|
|
Property, plant and equipment
|
33.2
|
|
Current assets
|
7.5
|
|
Inventories
|
10.7
|
|
Deferred tax assets
|
0.9
|
|
Total assets
|
210.3
|
|
|
|
|
Liabilities:
|
|
|
Current liabilities
|
31.2
|
|
Deferred tax liabilities
|
22.6
|
|
Total liabilities
|
53.8
|
|
|
|
|
Total identifiable net assets acquired
|
156.5
|
|
|
|
|
Total purchase consideration
|
239.0
|
|
|
|
|
Total identifiable net assets acquired
|
(156.5
|
)
|
|
|
|
Goodwill
|
82.5
|
|
|
July 2, 2018
|
|
|
€m
|
|
Assets:
|
|
|
Intangible assets
|
205.3
|
|
Property, plant and equipment
|
23.1
|
|
Current assets
|
19.5
|
|
Inventories
|
13.2
|
|
Total assets
|
261.1
|
|
|
|
|
Liabilities:
|
|
|
Current liabilities
|
20.6
|
|
Deferred tax liabilities
|
37.6
|
|
Total liabilities
|
58.2
|
|
|
|
|
Total identifiable net assets acquired
|
202.9
|
|
|
|
|
Total purchase consideration
|
235.9
|
|
|
|
|
Total identifiable net assets acquired
|
(202.9
|
)
|
|
|
|
Goodwill
|
33.0
|
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
Outflow of cash to acquire subsidiary, net of cash acquired
|
|
€m
|
|
€m
|
|
€m
|
|||
Cash consideration
|
|
—
|
|
|
474.9
|
|
|
—
|
|
Less cash acquired
|
|
—
|
|
|
(9.8
|
)
|
|
—
|
|
Contingent consideration paid related to acquisitions
|
24
|
1.5
|
|
|
6.5
|
|
|
—
|
|
Net outflow of cash - investing activities
|
|
1.5
|
|
|
471.6
|
|
|
—
|
|
15)
|
Investments
|
|
Activity
|
|
Country of
incorporation
|
|
Class of
shares held
|
|
Ownership
as of December 31, 2019
|
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%
|
Aunt Bessie's Limited
|
Non-Trading
|
|
England
|
|
Ordinary
|
|
100%
|
Birds Eye Ireland Limited
|
Trading
|
|
Republic of
Ireland
|
|
Ordinary
|
|
100%
|
Birds Eye Ireland Oldco Unlimited Company
|
Non-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%
|
Findus Norge Holding AS
|
Holding
|
|
Norway
|
|
Ordinary
|
|
100%
|
Toppfrys AB
|
Trading
|
|
Sweden
|
|
Ordinary
|
|
81%
|
16)
|
Deferred tax assets and liabilities
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||
|
Assets
|
|
Liabilities
|
|
Total
|
|
Assets
|
|
Liabilities
|
|
Total
|
||||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||
Property, plant and equipment
|
23.0
|
|
|
(29.3
|
)
|
|
(6.3
|
)
|
|
15.6
|
|
|
(28.0
|
)
|
|
(12.4
|
)
|
Intangible assets
|
0.4
|
|
|
(357.0
|
)
|
|
(356.6
|
)
|
|
0.3
|
|
|
(354.4
|
)
|
|
(354.1
|
)
|
Employee benefits
|
40.2
|
|
|
(0.4
|
)
|
|
39.8
|
|
|
30.0
|
|
|
(0.4
|
)
|
|
29.6
|
|
Tax value of loss carry forwards
|
20.7
|
|
|
—
|
|
|
20.7
|
|
|
19.1
|
|
|
—
|
|
|
19.1
|
|
Derivative financial instruments
|
3.2
|
|
|
(0.3
|
)
|
|
2.9
|
|
|
—
|
|
|
(2.5
|
)
|
|
(2.5
|
)
|
Other
|
8.9
|
|
|
(11.2
|
)
|
|
(2.3
|
)
|
|
3.7
|
|
|
(6.8
|
)
|
|
(3.1
|
)
|
Tax assets/(liabilities)
|
96.4
|
|
|
(398.2
|
)
|
|
(301.8
|
)
|
|
68.7
|
|
|
(392.1
|
)
|
|
(323.4
|
)
|
|
Opening balance Jan 1, 2019
|
|
Recognized
in Statement of Profit or Loss |
|
Recognized
in Other Comprehensive Income |
|
Movement
in foreign exchange |
|
Closing balance Dec 31, 2019
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|||||
Property, plant and equipment
|
(12.4
|
)
|
|
6.3
|
|
|
—
|
|
|
(0.2
|
)
|
|
(6.3
|
)
|
Intangible assets
|
(354.1
|
)
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
(356.6
|
)
|
Employee benefits
|
29.6
|
|
|
3.5
|
|
|
6.7
|
|
|
—
|
|
|
39.8
|
|
Tax value of loss carry forwards
|
19.1
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
20.7
|
|
Derivative financial instruments
|
(2.5
|
)
|
|
—
|
|
|
5.6
|
|
|
(0.2
|
)
|
|
2.9
|
|
Other
|
(3.1
|
)
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
Total deferred tax
|
(323.4
|
)
|
|
9.7
|
|
|
12.3
|
|
|
(0.4
|
)
|
|
(301.8
|
)
|
|
Opening balance Jan 1, 2018
|
|
Opening balance restatement due to IFRS 9 transition
|
|
Acquired in
business
combinations
|
|
Recognized
in Statement of Profit or Loss
|
|
Recognized
in Other
Comprehensive
Income
|
|
Movement
in foreign
exchange
|
|
Closing balance Dec 31, 2018
|
|||||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|||||||
Property, plant and equipment
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
(0.4
|
)
|
|
(12.4
|
)
|
Intangible assets
|
(295.0
|
)
|
|
—
|
|
|
(59.3
|
)
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
(354.1
|
)
|
Employee benefits
|
28.2
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
3.3
|
|
|
(0.4
|
)
|
|
29.6
|
|
Tax value of loss carry forwards
|
15.6
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
19.1
|
|
Derivative financial instruments
|
1.4
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(4.0
|
)
|
|
—
|
|
|
(2.5
|
)
|
Other
|
1.6
|
|
|
(3.7
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
Total deferred tax
|
(263.4
|
)
|
|
(3.7
|
)
|
|
(59.3
|
)
|
|
4.5
|
|
|
(0.7
|
)
|
|
(0.8
|
)
|
|
(323.4
|
)
|
17)
|
Inventories
|
|
December 31, 2019
|
|
December 31, 2018
|
||
|
€m
|
|
€m
|
||
Raw materials and consumables
|
86.8
|
|
|
81.6
|
|
Work in progress
|
48.3
|
|
|
50.7
|
|
Finished goods and goods for resale
|
188.1
|
|
|
210.2
|
|
Total inventories
|
323.2
|
|
|
342.5
|
|
18)
|
Trade and other receivables
|
|
December 31, 2019
|
|
December 31, 2018
|
||
Current assets
|
€m
|
|
€m
|
||
Trade receivables
|
143.6
|
|
|
98.3
|
|
Prepayments and accrued income
|
8.0
|
|
|
9.2
|
|
Other receivables
|
31.0
|
|
|
38.4
|
|
Tax receivable
|
24.1
|
|
|
28.0
|
|
Total current trade and other receivables
|
206.7
|
|
|
173.9
|
|
Non-current assets
|
|
|
|
||
Other receivables
|
1.9
|
|
|
2.6
|
|
Total non-current trade and other receivables
|
1.9
|
|
|
2.6
|
|
Total trade and other receivables
|
208.6
|
|
|
176.5
|
|
|
|
Gross
|
|
Impaired
|
|
Net
|
|||
December 31, 2019
|
|
€m
|
|
€m
|
|
€m
|
|||
Not past due
|
|
288.1
|
|
|
(0.2
|
)
|
|
287.9
|
|
Past due less than 1 month
|
|
32.5
|
|
|
(0.3
|
)
|
|
32.2
|
|
Past due 1 to 3 months
|
|
7.5
|
|
|
(0.2
|
)
|
|
7.3
|
|
Past due 3 to 6 months
|
|
3.6
|
|
|
(0.2
|
)
|
|
3.4
|
|
Past due more than 6 months
|
|
7.9
|
|
|
(3.9
|
)
|
|
4.0
|
|
Sub-total
|
|
339.6
|
|
|
(4.8
|
)
|
|
334.8
|
|
Reduction in trade-terms(1)
|
|
|
|
|
|
(191.2
|
)
|
||
Total trade receivables
|
|
|
|
|
|
143.6
|
|
||
|
|
Gross
|
|
Impaired
|
|
Net
|
|||
December 31, 2018
|
|
€m
|
|
€m
|
|
€m
|
|||
Not past due
|
|
228.5
|
|
|
—
|
|
|
228.5
|
|
Past due less than 1 month
|
|
20.9
|
|
|
—
|
|
|
20.9
|
|
Past due 1 to 3 months
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
Past due 3 to 6 months
|
|
1.6
|
|
|
(0.2
|
)
|
|
1.4
|
|
Past due more than 6 months
|
|
5.6
|
|
|
(4.1
|
)
|
|
1.5
|
|
Sub-total
|
|
261.4
|
|
|
(4.3
|
)
|
|
257.1
|
|
Reduction in trade-terms (1)
|
|
|
|
|
|
(158.8
|
)
|
||
Total trade receivables
|
|
|
|
|
|
98.3
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||
|
€m
|
|
€m
|
||
Trade terms liabilities reported within trade receivables
|
(191.2
|
)
|
|
(158.8
|
)
|
Trade terms liabilities reported within trade and other payables (Note 22)
|
(59.4
|
)
|
|
(79.5
|
)
|
Total trade terms liabilities
|
(250.6
|
)
|
|
(238.3
|
)
|
19)
|
Indemnification assets
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
||
|
€m
|
|
€m
|
||
Balance at January 1
|
79.4
|
|
|
73.8
|
|
Recognized through business combinations
|
—
|
|
|
6.1
|
|
Utilized
|
—
|
|
|
(0.5
|
)
|
Release of indemnified provision
|
(44.0
|
)
|
|
—
|
|
Balance at December 31
|
35.4
|
|
|
79.4
|
|
20)
|
Cash and cash equivalents
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|||
|
Note
|
€m
|
|
€m
|
|||
Cash and cash equivalents
|
|
826.0
|
|
|
327.5
|
|
|
Restricted cash
|
|
0.1
|
|
|
0.1
|
|
|
Cash and cash equivalents
|
|
826.1
|
|
|
327.6
|
|
|
Bank overdraft
|
22
|
|
(1.3
|
)
|
|
—
|
|
Cash and cash equivalents per Statement of Cash Flows
|
|
824.8
|
|
|
327.6
|
|
21)
|
Loans and borrowings
|
|
December 31, 2019
|
|
December 31, 2018
|
||
|
€m
|
|
€m
|
||
Current liabilities/(assets)
|
|
|
|
||
Syndicated loans
|
10.8
|
|
|
23.4
|
|
Lease liabilities
|
18.9
|
|
|
—
|
|
Less deferred borrowing costs to be amortized within 1 year
|
(2.0
|
)
|
|
(2.0
|
)
|
Total due in less than one year
|
27.7
|
|
|
21.4
|
|
Non-current liabilities
|
|
|
|
||
Syndicated loans
|
1,364.4
|
|
|
1,351.8
|
|
2024 fixed rate senior secured notes
|
400.0
|
|
|
400.0
|
|
Lease liabilities
|
90.1
|
|
|
—
|
|
Less deferred borrowing costs to be amortized in 2-5 years
|
(6.9
|
)
|
|
(7.9
|
)
|
Less deferred borrowing costs to be amortized in more than 5 years
|
—
|
|
|
(1.0
|
)
|
Total due after more than one year
|
1,847.6
|
|
|
1,742.9
|
|
Total borrowings
|
1,875.3
|
|
|
1,764.3
|
|
22)
|
Trade and other payables
|
|
December 31, 2019
|
|
December 31, 2018
|
||
Current liabilities
|
€m
|
|
€m
|
||
Trade payables
|
306.5
|
|
|
321.1
|
|
Accruals and deferred income
|
109.4
|
|
|
125.3
|
|
Trade terms payable
|
59.4
|
|
|
79.5
|
|
Social security and other taxes
|
25.7
|
|
|
19.0
|
|
Other payables
|
18.8
|
|
|
19.0
|
|
Financial payables
|
4.1
|
|
|
7.7
|
|
Bank overdrafts
|
1.3
|
|
|
—
|
|
Total current trade and other payables
|
525.2
|
|
|
571.6
|
|
Non-current liabilities
|
|
|
|
||
Accruals and deferred income
|
2.7
|
|
|
1.3
|
|
Total non-current trade and other payables
|
2.7
|
|
|
1.3
|
|
Total trade and other payables
|
527.9
|
|
|
572.9
|
|
23)
|
Employee benefits
|
i.
|
Defined contribution plans
|
ii.
|
Defined benefit plans
|
|
December 31, 2019
|
|
December 31, 2018
|
||
|
€m
|
|
€m
|
||
Net employee benefit obligations-Germany
|
151.3
|
|
|
128.0
|
|
Net employee benefit obligations-Sweden
|
71.7
|
|
|
60.5
|
|
Net employee benefit obligations-Italy
|
4.8
|
|
|
4.7
|
|
Net employee benefit obligations-Austria
|
5.8
|
|
|
4.3
|
|
Sub-total
|
233.6
|
|
|
197.5
|
|
Net employee benefit obligations- total of other countries
|
3.9
|
|
|
3.1
|
|
Total net employee benefit obligations
|
237.5
|
|
|
200.6
|
|
|
Defined benefit
retirement plans
|
|
Post-employment
medical benefits
and other benefits
|
|
Total
|
|||
December 31, 2019
|
€m
|
|
€m
|
|
€m
|
|||
Present value of unfunded defined benefit obligations
|
77.6
|
|
|
5.1
|
|
|
82.7
|
|
Present value of funded defined benefit obligations
|
237.3
|
|
|
—
|
|
|
237.3
|
|
Subtotal present value of defined benefit obligations
|
314.9
|
|
|
5.1
|
|
|
320.0
|
|
Fair value of plan assets
|
(86.4
|
)
|
|
—
|
|
|
(86.4
|
)
|
Recognized liability for net defined benefit obligations
|
228.5
|
|
|
5.1
|
|
|
233.6
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
December 31, 2018
|
€m
|
|
€m
|
|
€m
|
|||
Present value of unfunded defined benefit obligations
|
65.8
|
|
|
4.8
|
|
|
70.6
|
|
Present value of funded defined benefit obligations
|
208.4
|
|
|
—
|
|
|
208.4
|
|
Subtotal present value of defined benefit obligations
|
274.2
|
|
|
4.8
|
|
|
279.0
|
|
Fair value of plan assets
|
(81.5
|
)
|
|
—
|
|
|
(81.5
|
)
|
Recognized liability for net defined benefit obligations
|
192.7
|
|
|
4.8
|
|
|
197.5
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Opening balance January 1, 2019
|
192.7
|
|
|
4.8
|
|
|
197.5
|
|
Current service cost
|
4.0
|
|
|
0.2
|
|
|
4.2
|
|
Interest cost
|
3.6
|
|
|
—
|
|
|
3.6
|
|
Actuarial losses
|
35.3
|
|
|
—
|
|
|
35.3
|
|
Contributions to plan
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
Benefits paid
|
(5.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
Exchange adjustments
|
(1.3
|
)
|
|
0.1
|
|
|
(1.2
|
)
|
As at December 31, 2019
|
228.5
|
|
|
5.1
|
|
|
233.6
|
|
|
|
|
|
|
|
|||
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Opening balance January 1, 2018
|
180.5
|
|
|
4.9
|
|
|
185.4
|
|
Current service cost
|
3.9
|
|
|
(0.1
|
)
|
|
3.8
|
|
Interest cost
|
3.6
|
|
|
—
|
|
|
3.6
|
|
Actuarial losses
|
12.9
|
|
|
—
|
|
|
12.9
|
|
Contributions to plan
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
Benefits paid
|
(5.4
|
)
|
|
—
|
|
|
(5.4
|
)
|
Exchange adjustments
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
As at December 31, 2018
|
192.7
|
|
|
4.8
|
|
|
197.5
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Opening balance January 1, 2019
|
274.2
|
|
|
4.8
|
|
|
279.0
|
|
Current service cost
|
4.0
|
|
|
0.2
|
|
|
4.2
|
|
Interest cost
|
5.0
|
|
|
—
|
|
|
5.0
|
|
Actuarial experience losses
|
0.2
|
|
|
—
|
|
|
0.2
|
|
Actuarial losses arising from changes in financial assumptions
|
43.2
|
|
|
—
|
|
|
43.2
|
|
Actuarial gains arising from changes in demographic assumptions
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
Contributions to plan
|
0.4
|
|
|
—
|
|
|
0.4
|
|
Benefits paid
|
(7.8
|
)
|
|
—
|
|
|
(7.8
|
)
|
Exchange adjustments
|
(1.3
|
)
|
|
0.1
|
|
|
(1.2
|
)
|
As at December 31, 2019
|
314.9
|
|
|
5.1
|
|
|
320.0
|
|
|
|
|
|
|
|
|||
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Opening balance January 1, 2018
|
261.8
|
|
|
4.9
|
|
|
266.7
|
|
Current service cost
|
3.9
|
|
|
(0.1
|
)
|
|
3.8
|
|
Interest cost
|
5.2
|
|
|
—
|
|
|
5.2
|
|
Actuarial experience losses
|
0.5
|
|
|
—
|
|
|
0.5
|
|
Actuarial losses arising from changes in financial assumptions
|
13.8
|
|
|
—
|
|
|
13.8
|
|
Actuarial gains arising from changes in demographic assumptions
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
Contributions to plan
|
0.4
|
|
|
—
|
|
|
0.4
|
|
Benefits paid
|
(8.1
|
)
|
|
—
|
|
|
(8.1
|
)
|
Exchange adjustments
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
As at December 31, 2018
|
274.2
|
|
|
4.8
|
|
|
279.0
|
|
|
2019
|
|
|
€m
|
|
Opening balance January 1, 2019
|
81.5
|
|
Interest income
|
1.4
|
|
Actuarial gains arising from the return on plan assets, excluding interest income
|
5.1
|
|
Contributions by employer
|
0.5
|
|
Contributions by members
|
0.5
|
|
Benefits paid
|
(2.6
|
)
|
As at December 31, 2019
|
86.4
|
|
|
2018
|
|
|
€m
|
|
Opening balance January 1, 2018
|
81.3
|
|
Interest income
|
1.6
|
|
Actuarial gains arising from the return on plan assets, excluding interest income
|
0.3
|
|
Contributions by employer
|
0.5
|
|
Contributions by members
|
0.5
|
|
Benefits paid
|
(2.7
|
)
|
As at December 31, 2018
|
81.5
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
2019
|
|
2019
|
|
2019
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Current service cost
|
4.0
|
|
|
0.2
|
|
|
4.2
|
|
Interest cost
|
3.6
|
|
|
—
|
|
|
3.6
|
|
For the year ended December 31, 2019
|
7.6
|
|
|
0.2
|
|
|
7.8
|
|
|
Defined benefit
retirement plans |
|
Post-employment
medical benefits and other benefits |
|
Total
|
|||
|
2018
|
|
2018
|
|
2018
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Current service cost
|
3.9
|
|
|
(0.1
|
)
|
|
3.8
|
|
Interest cost
|
3.6
|
|
|
—
|
|
|
3.6
|
|
For the year ended December 31, 2018
|
7.5
|
|
|
(0.1
|
)
|
|
7.4
|
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
||
|
|
€m
|
|
€m
|
||
Actuarial experience losses
|
|
0.2
|
|
|
0.5
|
|
Actuarial losses arising from changes in financial assumptions
|
|
43.2
|
|
|
13.8
|
|
Actuarial gains arising from changes in demographic assumptions
|
|
(3.0
|
)
|
|
(1.1
|
)
|
Actuarial gains arising from the return on plan assets, excluding interest income
|
|
(5.1
|
)
|
|
(0.3
|
)
|
Total actuarial losses
|
|
35.3
|
|
|
12.9
|
|
|
|
|
|
|
||
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
||
|
|
€m
|
|
€m
|
||
Cumulative amount of actuarial losses recognized in Consolidated Statement of Comprehensive Income
|
|
49.5
|
|
|
14.2
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||
|
|
€m
|
|
€m
|
||
Equities
|
|
20.5
|
|
|
20.2
|
|
Debt instruments
|
|
40.3
|
|
|
47.2
|
|
Property
|
|
13.1
|
|
|
10.9
|
|
Other
|
|
12.5
|
|
|
3.2
|
|
Total
|
|
86.4
|
|
|
81.5
|
|
|
Defined benefit
retirement plans
|
|
|
|
|
Post-employment medical
benefits and other
benefits
|
||||||||||||
December 31, 2019
|
Germany
|
|
Sweden
|
|
Austria
|
|
Italy
|
|
|
Germany
|
|
Austria
|
||||||
Discount rate
|
1.15
|
%
|
|
1.45
|
%
|
|
1.00
|
%
|
|
0.67
|
%
|
|
|
0.45
|
%
|
|
0.30
|
%
|
Inflation rate
|
2.00
|
%
|
|
1.80
|
%
|
|
1.53
|
%
|
|
1.50
|
%
|
|
|
2.00
|
%
|
|
1.53
|
%
|
Rate of increase in salaries
|
2.80
|
%
|
|
2.80
|
%
|
|
2.00
|
%
|
|
—
|
|
|
|
2.80
|
%
|
|
3.00
|
%
|
Rate of increase for pensions in payment
|
1%-2%
|
|
|
—
|
|
|
2.00
|
%
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Long term medical cost of inflation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2.00
|
%
|
|
Defined benefit
retirement plans |
|
|
|
|
Post-employment medical
benefits and other benefits |
||||||||||||
December 31, 2018
|
Germany
|
|
Sweden
|
|
Austria
|
|
Italy
|
|
|
Germany
|
|
Austria
|
||||||
Discount rate
|
1.75
|
%
|
|
2.25
|
%
|
|
2.00
|
%
|
|
1.60
|
%
|
|
|
1.20
|
%
|
|
1.00
|
%
|
Inflation rate
|
2.00
|
%
|
|
2.00
|
%
|
|
2.00
|
%
|
|
1.50
|
%
|
|
|
2.00
|
%
|
|
2.00
|
%
|
Rate of increase in salaries
|
2.80
|
%
|
|
2.75
|
%
|
|
3.00
|
%
|
|
—
|
|
|
|
2.80
|
%
|
|
3.00
|
%
|
Rate of increase for pensions in payment
|
1%-2%
|
|
|
—
|
%
|
|
2.00
|
%
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Long term medical cost of inflation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2.00
|
%
|
•
|
Germany: Richttafeln 2018 G
|
•
|
Sweden: DUS 14
|
•
|
Austria: AVÖ 2018 - P
|
•
|
Italy: RG48
|
December 31, 2019 (years)
|
|
Germany
|
|
Sweden
|
|
Austria
|
|
Italy
|
Retiring at the end of the year:
|
|
|
|
|
|
|
|
|
Male
|
|
21
|
|
22
|
|
23
|
|
19
|
Female
|
|
24
|
|
24
|
|
25
|
|
22
|
December 31, 2018 (years)
|
|
Germany
|
|
Sweden
|
|
Austria
|
|
Italy
|
Retiring at the end of the year:
|
|
|
|
|
|
|
|
|
Male
|
|
21
|
|
22
|
|
23
|
|
19
|
Female
|
|
24
|
|
24
|
|
25
|
|
22
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|||
|
|
€m
|
|
€m
|
|
€m
|
|||
Present value of defined benefit obligations
|
|
314.9
|
|
|
274.2
|
|
|
261.8
|
|
Fair value of plan assets
|
|
(86.4
|
)
|
|
(81.5
|
)
|
|
(81.3
|
)
|
Recognized liability in the scheme
|
|
228.5
|
|
|
192.7
|
|
|
180.5
|
|
Experience losses on scheme liabilities
|
|
0.2
|
|
|
0.5
|
|
|
0.5
|
|
Experience gains on scheme assets
|
|
(5.1
|
)
|
|
(0.3
|
)
|
|
(1.9
|
)
|
|
Increase
|
|
Decrease
|
||
|
€m
|
|
€m
|
||
Discount rate
|
(51.4
|
)
|
|
68.1
|
|
Inflation rate
|
43.5
|
|
|
(35.4
|
)
|
Rate of increase in salaries
|
16.6
|
|
|
(12.3
|
)
|
Rate of increase for pensions in payment
|
44.9
|
|
|
(36.3
|
)
|
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, 2017
|
|
26.3
|
|
|
75.4
|
|
|
10.2
|
|
|
10.4
|
|
|
18.5
|
|
|
140.8
|
|
Acquired through business combinations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
7.0
|
|
Additional provision in the period
|
|
4.0
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
4.1
|
|
|
8.4
|
|
Release of provision
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(2.0
|
)
|
|
(6.2
|
)
|
Utilization of provision
|
|
(16.5
|
)
|
|
(4.3
|
)
|
|
(4.7
|
)
|
|
(6.5
|
)
|
|
(2.3
|
)
|
|
(34.3
|
)
|
Unwinding of discounting
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
1.1
|
|
Foreign exchange
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
Balance at December 31, 2018
|
|
12.3
|
|
|
68.8
|
|
|
5.8
|
|
|
1.5
|
|
|
25.3
|
|
|
113.7
|
|
Impact of transition to IFRS 16
|
|
—
|
|
|
(66.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.9
|
)
|
Balance at January 1
2019 |
|
12.3
|
|
|
1.9
|
|
|
5.8
|
|
|
1.5
|
|
|
25.3
|
|
|
46.8
|
|
Acquired through business combinations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
1.9
|
|
Additional provision in the period
|
|
3.2
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
10.2
|
|
|
15.8
|
|
Release of provision
|
|
(1.5
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(5.7
|
)
|
|
(8.5
|
)
|
Utilization of provision
|
|
(6.7
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
(0.5
|
)
|
|
(9.6
|
)
|
Unwinding of discounting
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign exchange
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.4
|
|
Balance at December 31, 2019
|
|
7.4
|
|
|
1.2
|
|
|
6.9
|
|
|
—
|
|
|
31.3
|
|
|
46.8
|
|
Analysis of total provisions:
|
|
December 31, 2019
|
|
|
|
|
|
December 31, 2018
|
|
Impact of transition to IFRS 16
|
|
Restated balance as of December 31, 2018
|
||||||
Current
|
|
40.9
|
|
|
|
|
|
|
44.3
|
|
|
(3.6
|
)
|
|
40.7
|
|
||
Non-current
|
|
5.9
|
|
|
|
|
|
|
69.4
|
|
|
(63.3
|
)
|
|
6.1
|
|
||
Total
|
|
46.8
|
|
|
|
|
|
|
113.7
|
|
|
(66.9
|
)
|
|
46.8
|
|
25)
|
Share capital and capital reserves
|
|
As at December 31, 2019
|
|
As at December 31, 2018
|
||
|
€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 $10.00 per share
|
n/a
|
|
|
n/a
|
|
Issued and fully paid:
|
|
|
|
||
194,542,957 (December 31, 2018: 174,229,051) Ordinary Shares with nil nominal value
|
2,109.7
|
|
|
1,751.7
|
|
1,500,000 (December 31, 2018: 1,500,000) Founder Preferred Shares with nil nominal value
|
10.6
|
|
|
10.6
|
|
Total share capital and capital reserve
|
2,120.3
|
|
|
1,762.3
|
|
Listing and share transaction costs
|
(24.9
|
)
|
|
(13.8
|
)
|
Total net share capital and capital reserve
|
2,095.4
|
|
|
1,748.5
|
|
|
Issued and Repurchased Ordinary shares
(in millions)
|
|
Balance at December 31, 2017
|
165.3
|
|
Shares issued in the year
|
8.9
|
|
Balance at December 31, 2018
|
174.2
|
|
Shares issued in the year
|
20.3
|
|
Balance at December 31, 2019
|
194.5
|
|
|
€m
|
||
At December 31, 2017
|
13.8
|
|
|
Placement fees
|
—
|
|
|
At December 31, 2018
|
13.8
|
|
|
Share transaction costs
|
11.1
|
|
|
At December 31, 2019
|
24.9
|
|
1.
|
the right to one vote per Founder Preferred Share on all matters to be voted on by shareholders generally and to 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, i.e. 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, 2019
|
9.4
|
|
Non-Executive Director restricted share awards charge
|
0.9
|
|
Directors and Senior Management share awards charge
|
14.0
|
|
Vesting of Non-Executive Director restricted shares
|
(0.8
|
)
|
Vesting of LTIP Share awards
|
(1.3
|
)
|
Reclassification of awards for settlement of tax liabilities
|
0.4
|
|
Balance as of December 31, 2019
|
22.6
|
|
27)
|
Founder Preferred Shares Dividend Reserve
|
|
Founder
Preferred Shares
Dividend Reserve
|
|
|
€m
|
|
Balance as of January 1, 2019
|
372.6
|
|
Settlement of dividend through share issue
|
(2.5
|
)
|
Balance as of December 31, 2019
|
370.1
|
|
28)
|
Translation reserve
|
|
Year ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Balance as of January 1
|
88.8
|
|
|
83.2
|
|
|
84.0
|
|
Foreign currency translation adjustments
|
19.2
|
|
|
2.2
|
|
|
(8.9
|
)
|
Net deferred (losses)/gains on net investment hedges (1)
|
(13.2
|
)
|
|
3.4
|
|
|
8.1
|
|
Total presented in Other Comprehensive Income
|
6.0
|
|
|
5.6
|
|
|
(0.8
|
)
|
Balance as of December 31
|
94.8
|
|
|
88.8
|
|
|
83.2
|
|
29)
|
Cash flow hedging reserve
|
|
Cross currency interest rate swaps
|
|
Forward currency contracts
|
|
Total Cash flow hedge reserve
|
|||
|
€m
|
|
€m
|
|
€m
|
|||
Balance as of January 1, 2017
|
—
|
|
|
8.4
|
|
|
8.4
|
|
Change in fair value of hedging instrument recognized in OCI for the year
|
(56.8
|
)
|
|
(19.7
|
)
|
|
(76.5
|
)
|
Reclassified to cost of goods sold
|
—
|
|
|
3.8
|
|
|
3.8
|
|
Reclassified from OCI to finance costs
|
56.3
|
|
|
—
|
|
|
56.3
|
|
Deferred tax
|
0.1
|
|
|
4.9
|
|
|
5.0
|
|
Balance as of December 31, 2017
|
(0.4
|
)
|
|
(2.6
|
)
|
|
(3.0
|
)
|
Change in fair value of hedging instrument recognized in OCI for the year
|
49.5
|
|
|
20.3
|
|
|
69.8
|
|
Reclassified to cost of goods sold
|
—
|
|
|
(6.4
|
)
|
|
(6.4
|
)
|
Reclassified from OCI to finance costs
|
(47.9
|
)
|
|
—
|
|
|
(47.9
|
)
|
Deferred tax
|
(0.3
|
)
|
|
(3.7
|
)
|
|
(4.0
|
)
|
Balance as of December 31, 2018
|
0.9
|
|
|
7.6
|
|
|
8.5
|
|
Change in fair value of hedging instrument recognized in OCI for the year
|
28.1
|
|
|
3.8
|
|
|
31.9
|
|
Reclassified to cost of goods sold
|
—
|
|
|
(21.8
|
)
|
|
(21.8
|
)
|
Reclassified from OCI to finance costs
|
(37.4
|
)
|
|
—
|
|
|
(37.4
|
)
|
Deferred tax
|
1.6
|
|
|
4.0
|
|
|
5.6
|
|
Balance as of December 31, 2019
|
(6.8
|
)
|
|
(6.4
|
)
|
|
(13.2
|
)
|
30)
|
Earnings per share
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
Profit for the period attributable to equity owners of the parent (€m)
|
154.0
|
|
|
171.2
|
|
|
136.5
|
|
Weighted average Ordinary Shares and Founder Preferred Shares
|
192,004,803
|
|
|
175,622,538
|
|
|
176,080,272
|
|
Basic earnings per share (€’s)
|
0.80
|
|
|
0.97
|
|
|
0.78
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
Profit for the period attributable to equity owners of the parent (€m)
|
154.0
|
|
|
171.2
|
|
|
136.5
|
|
Weighted average Ordinary Shares and Founder Preferred Shares
|
198,425,877
|
|
|
175,793,631
|
|
|
184,786,162
|
|
Diluted earnings per share (€’s)
|
0.78
|
|
|
0.97
|
|
|
0.74
|
|
31)
|
Reconciliation of liabilities arising from financing activities
|
|
Cash / non-cash
|
Total loans and borrowings (Note 21)
|
Financial payables (Note 22)
|
Derivatives: (Net) Fair value of forward foreign exchange and currency swap contracts FVPTL
|
Derivatives: (Net) Fair value of cross currency interest rate swaps
|
||||
|
|
€m
|
€m
|
€m
|
€m
|
||||
Opening balance January 1, 2019
|
|
1,764.3
|
|
7.7
|
|
0.1
|
|
(0.3
|
)
|
Restatement on adoption of IFRS 16 (Note 2)
|
Non-cash
|
120.8
|
|
—
|
|
—
|
|
—
|
|
Restated opening balance January 1, 2019
|
|
1,885.1
|
|
7.7
|
|
0.1
|
|
(0.3
|
)
|
Cash inflow (1)
|
Cash
|
2.0
|
|
—
|
|
4.7
|
|
20.9
|
|
Cash outflow (2)
|
Cash
|
(44.0
|
)
|
(72.7
|
)
|
—
|
|
(4.0
|
)
|
Interest accretion
|
Cash
|
5.3
|
|
73.7
|
|
—
|
|
—
|
|
Exchange movement
|
Non-cash
|
15.7
|
|
(1.1
|
)
|
—
|
|
—
|
|
Fair value changes
|
Non-cash
|
—
|
|
—
|
|
(5.0
|
)
|
(1.3
|
)
|
Other non-cash adjustments
|
Non-cash
|
11.2
|
|
(3.5
|
)
|
—
|
|
—
|
|
Closing balance December 31, 2019
|
|
1,875.3
|
|
4.1
|
|
(0.2
|
)
|
15.3
|
|
|
Cash / non-cash
|
Total loans and borrowings (Note 21)
|
Financial payables (Note 22)
|
Derivatives: (Net) Fair value of forward foreign exchange and currency swap contracts FVPTL
|
Derivatives: (Net) Fair value of cross currency interest rate swaps
|
||||
|
|
€m
|
€m
|
€m
|
€m
|
||||
Opening balance January 1, 2018
|
|
1,398.4
|
|
3.1
|
|
0.7
|
|
42.8
|
|
Restatement on adoption of IFRS 9 (Note 2)
|
Non-cash
|
(21.8
|
)
|
—
|
|
—
|
|
—
|
|
Restated opening balance January 1, 2018
|
|
1,376.6
|
|
3.1
|
|
0.7
|
|
42.8
|
|
Cash inflow (1)
|
Cash
|
355.6
|
|
3.4
|
|
0.8
|
|
13.8
|
|
Cash outflow (2)
|
Cash
|
(5.9
|
)
|
(59.1
|
)
|
—
|
|
(3.6
|
)
|
Interest accretion
|
Cash
|
—
|
|
64.4
|
|
—
|
|
—
|
|
Acquired through business combinations
|
Non-cash
|
2.5
|
|
—
|
|
—
|
|
—
|
|
Exchange movement
|
Non-cash
|
32.7
|
|
(0.8
|
)
|
—
|
|
—
|
|
Fair value changes
|
Non-cash
|
—
|
|
—
|
|
(1.4
|
)
|
(53.3
|
)
|
Other non-cash adjustments
|
Non-cash
|
2.8
|
|
(3.3
|
)
|
—
|
|
—
|
|
Closing balance December 31, 2018
|
|
1,764.3
|
|
7.7
|
|
0.1
|
|
(0.3
|
)
|
32)
|
Cash flows from operating activities
|
|
|
|
Year ended December 31, 2019
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|||
|
Note
|
|
€m
|
|
€m
|
|
€m
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|||
Profit for the period
|
|
|
153.6
|
|
|
170.5
|
|
|
136.5
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|||
Exceptional items
|
7
|
|
54.5
|
|
|
17.7
|
|
|
37.2
|
|
Non-cash fair value purchase price adjustment of inventory
|
5
|
|
—
|
|
|
5.7
|
|
|
—
|
|
Share based payments expense
|
|
|
14.9
|
|
|
13.0
|
|
|
2.6
|
|
Depreciation and amortization
|
|
|
68.3
|
|
|
46.3
|
|
|
42.4
|
|
Loss on disposal and impairment of property, plant and equipment
|
|
|
0.6
|
|
|
0.3
|
|
|
0.5
|
|
Net finance costs
|
10
|
|
73.2
|
|
|
56.0
|
|
|
74.4
|
|
Taxation
|
11
|
|
56.7
|
|
|
56.6
|
|
|
32.0
|
|
Operating cash flow before changes in working capital, provisions and exceptional items
|
|
|
421.8
|
|
|
366.1
|
|
|
325.6
|
|
Decrease/(increase) in inventories
|
|
|
23.5
|
|
|
(20.2
|
)
|
|
16.7
|
|
Increase in trade and other receivables
|
|
|
(34.4
|
)
|
|
(10.8
|
)
|
|
(1.6
|
)
|
(Decrease)/increase in trade and other payables
|
|
|
(40.6
|
)
|
|
64.5
|
|
|
18.1
|
|
Increase/(decrease) in employee benefit and other provisions
|
|
|
6.6
|
|
|
(2.0
|
)
|
|
(0.3
|
)
|
Cash generated from operations before tax and exceptional items
|
|
|
376.9
|
|
|
397.6
|
|
|
358.5
|
|
33)
|
Financial risk management
|
All amounts stated in €m, unless otherwise stated
|
December 31, 2019
|
|
December 31, 2018
|
||
Derivative financial instruments - cross currency interest rate swaps
|
|
|
|
||
Carrying amount of asset/(liability)
|
(18.5
|
)
|
|
(25.6
|
)
|
Notional amount (USD)
|
$935.6
|
|
$953.4
|
||
Maturity date
|
5/15/2022
|
|
|
5/15/2022
|
|
Change in fair value of outstanding hedging instruments since January 1
|
7.1
|
|
|
35.6
|
|
Change in value of hedged item used to determine effectiveness
|
(7.1
|
)
|
|
(35.6
|
)
|
Weighted average hedged rate for the year
|
1.11
|
|
|
1.11
|
|
All amounts stated in €m, unless otherwise stated
|
December 31, 2019
|
|
December 31, 2018
|
||
UK cross-currency interest rate swaps hedge
|
|
|
|
||
Carrying amount of cross-currency interest rate swaps
|
2.4
|
|
|
21.6
|
|
Notional amount (GBP)
|
£222.5
|
|
£224.7
|
||
Maturity Date
|
5/15/2022
|
|
|
5/15/2022
|
|
Change in fair value of cross-currency interest rate swaps as a result of foreign currency movements since January 1
|
(13.2
|
)
|
|
3.7
|
|
Change in value of hedged item used to determine hedge effectiveness
|
13.2
|
|
|
(3.4
|
)
|
Weighted average hedged rate for the year
|
1.19
|
|
|
1.19
|
|
As at December 31, 2019
|
EUR/USD
|
|
GBP/USD
|
|
GBP/EUR
|
|
SEK/EUR
|
|
Other Currencies
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|||||
Derivative financial instruments - forward currency contracts
|
|
|
|
|
|
|
|
|
|
|||||
Carrying amount of asset/(liability)
|
2.1
|
|
|
(1.7
|
)
|
|
(8.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
Notional amount
|
220.6
|
|
|
56.5
|
|
|
217.4
|
|
|
70.1
|
|
|
42.3
|
|
Fair value (gains)/losses of outstanding hedging instruments since January 1
|
10.5
|
|
|
(0.7
|
)
|
|
(10.9
|
)
|
|
2.1
|
|
|
0.2
|
|
Weighted average hedge rate for the year
|
1.14
|
|
|
1.28
|
|
|
1.12
|
|
|
0.09
|
|
|
0.21
|
|
As at December 31, 2018
|
EUR/USD
|
|
GBP/USD
|
|
GBP/EUR
|
|
SEK/EUR
|
|
Other Currencies
|
|||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|||||
Derivative financial instruments - forward currency contracts
|
|
|
|
|
|
|
|
|
|
|||||
Carrying amount of asset/(liability)
|
8.4
|
|
|
2.0
|
|
|
1.4
|
|
|
(0.6
|
)
|
|
0.5
|
|
Notional amount
|
224.9
|
|
|
47.2
|
|
|
97.4
|
|
|
65.6
|
|
|
38.5
|
|
Fair value losses of outstanding hedging instruments since January 1
|
14.1
|
|
|
4.5
|
|
|
1.9
|
|
|
1.5
|
|
|
0.8
|
|
Weighted average hedge rate for the year
|
1.20
|
|
|
1.34
|
|
|
1.12
|
|
|
0.10
|
|
|
—
|
|
Currency risk
|
|
Foreign currency risk on assets and liabilities in currencies other than functional currency
|
translation risk
|
The Company is exposed to foreign exchange translation risk arising from the translation of assets and liabilities denominated in currencies other than the Euro. Key areas of foreign currency exposure include non-Euro debt and investments in subsidiaries not held in Euro. Company policy is to mitigate the potential foreign exchange translation risk by converting where appropriate, borrowings into Euro. This has been achieved on the U.S. Dollar debt through the use of cross currency swaps designated as a cash flow hedge. The Company also hedges translational exposure on consolidation of GBP net assets through the use of currency swaps designated as a net investment hedge.
|
Statement of Financial
|
Foreign exchange translation risk resulting from the translation of non-Euro
|
Position
|
Denominated borrowings into Euros, to the extent that they are hedged will be mitigated by the translation of the underlying cross currency interest rate hedging arrangements.
|
Sensitivity analysis
|
During 2019, the Euro weakened by 5.3% against Pound Sterling (2018: strengthened by 1.3%).
|
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.
|
Sensitivity analysis
|
During 2019, the Euro weakened by 5.3% against Pound Sterling (2018: strengthened by 1.3%, 2017: strengthened by 3.9%), weakened by 2% against the U.S.Dollar (2018: weakened by 4.5%, 2017: strengthened by 13.9%) and strengthened by 2.2% against the Swedish Krona (2018: strengthened by 4.1%, 2017: strengthened by 2.7%).
|
Interest rate risk
|
Description
|
The Company is exposed to changes in interest rates to the extent that it enters into floating rate borrowings.
|
Statement
|
in interest rates.
|
Sensitivity analysis
|
During 2019, three month EURIBOR rates remained below zero (2018: no change). Within the Euro denominated senior loans, there is a EURIBOR floor of 0%.
|
Description
|
Credit risk arises on cash and cash equivalents, derivative financial instruments with banks and financial institutions, any short term investments, 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, sets credit limits according to approved treasury policy. The Company limits its exposure to individual financial institutions by diversification of exposure across a range of financial institutions.
|
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, including financial covenants as part of the Senior debt arrangements which it must comply with in order to maintain its current level of borrowings. 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 and receivables financing facilities. This is available to finance working capital requirements and for general corporate purposes. Currently €17.2 million is utilized for letters of credit, overdrafts, customer bonds and bank guarantees.
|
2019
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Over 5 years
|
|
Total
|
|||||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|||||||
Borrowings-principal
|
10.8
|
|
|
9.6
|
|
|
8.6
|
|
|
8.6
|
|
|
1,753.4
|
|
|
—
|
|
|
1,791.0
|
|
Borrowings-interest
|
61.1
|
|
|
59.8
|
|
|
59.4
|
|
|
59.1
|
|
|
25.0
|
|
|
—
|
|
|
264.4
|
|
Forward contracts Sell
|
666.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
666.2
|
|
Forward contracts Buy
|
(658.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(658.5
|
)
|
Cross Currency Interest Rate Swaps Pay
|
38.8
|
|
|
38.6
|
|
|
1,138.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,215.8
|
|
Cross Currency Interest Rate Swaps Receive
|
(49.4
|
)
|
|
(48.2
|
)
|
|
(1,136.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,233.6
|
)
|
Lease Liabilities
|
16.8
|
|
|
15.2
|
|
|
13.3
|
|
|
7.5
|
|
|
7.0
|
|
|
85.7
|
|
|
145.5
|
|
Trade and other payables excluding non-financial liabilities
|
483.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483.4
|
|
Total
|
569.2
|
|
|
75.0
|
|
|
83.7
|
|
|
75.2
|
|
|
1,785.4
|
|
|
85.7
|
|
|
2,674.2
|
|
2018
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Over 5 years
|
|
Total
|
|||||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|||||||
Borrowings-principal
|
23.4
|
|
|
8.4
|
|
|
8.4
|
|
|
8.4
|
|
|
8.4
|
|
|
1,737.4
|
|
|
1,794.4
|
|
Borrowings-interest
|
67.9
|
|
|
67.6
|
|
|
67.1
|
|
|
66.7
|
|
|
66.3
|
|
|
26.3
|
|
|
361.9
|
|
Forward contracts Sell
|
671.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
671.9
|
|
Forward contracts Buy
|
(686.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(686.7
|
)
|
Cross Currency Interest Rate Swaps Pay
|
40.1
|
|
|
39.8
|
|
|
39.6
|
|
|
1,130.8
|
|
|
—
|
|
|
—
|
|
|
1,250.3
|
|
Cross Currency Interest Rate Swaps Receive
|
(56.7
|
)
|
|
(56.4
|
)
|
|
(55.9
|
)
|
|
(1,130.1
|
)
|
|
—
|
|
|
—
|
|
|
(1,299.1
|
)
|
Trade and other payables excluding non-financial liabilities
|
534.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
534.9
|
|
Total
|
594.8
|
|
|
59.4
|
|
|
59.2
|
|
|
75.8
|
|
|
74.7
|
|
|
1,763.7
|
|
|
2,627.6
|
|
34)
|
Financial instruments
|
|
Financial assets at amortized cost
|
|
Financial Assets at Fair Value through profit or loss
|
|
Derivatives at
fair value
through profit
or loss
|
|
Derivatives
used for
hedging
|
|
Financial
liabilities at
amortized cost
|
|
Total
|
||||||
2019
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
143.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143.6
|
|
Derivative financial instruments
|
—
|
|
|
—
|
|
|
1.0
|
|
|
20.4
|
|
|
—
|
|
|
21.4
|
|
Cash and cash equivalents
|
747.4
|
|
|
78.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
826.1
|
|
Short - term investments
|
—
|
|
|
25.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade and other payables excluding non-financial liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(483.4
|
)
|
|
(483.4
|
)
|
Derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.9
|
)
|
|
—
|
|
|
(44.9
|
)
|
Loans and borrowings (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,884.2
|
)
|
|
(1,884.2
|
)
|
Total
|
891.0
|
|
|
103.7
|
|
|
1.0
|
|
|
(24.5
|
)
|
|
(2,367.6
|
)
|
|
(1,396.4
|
)
|
|
Financial assets at amortized cost
|
|
Financial Assets at Fair Value through profit or loss
|
|
Derivatives at
fair value
through profit
or loss
|
|
Derivatives
used for
hedging
|
|
Financial
liabilities at
amortized cost
|
|
Total
|
||||||
2018
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
98.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98.3
|
|
Derivative financial instruments
|
—
|
|
|
—
|
|
|
4.6
|
|
|
44.5
|
|
|
—
|
|
|
49.1
|
|
Cash and cash equivalents
|
297.0
|
|
|
30.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327.6
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade and other payables excluding non-financial liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(534.9
|
)
|
|
(534.9
|
)
|
Derivative financial instruments
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(36.6
|
)
|
|
—
|
|
|
(36.9
|
)
|
Loans and borrowings (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,775.2
|
)
|
|
(1,775.2
|
)
|
Total
|
395.3
|
|
|
30.6
|
|
|
4.3
|
|
|
7.9
|
|
|
(2,310.1
|
)
|
|
(1,872.0
|
)
|
(i)
|
Derivative financial instruments
|
(ii)
|
Trade and other payables/receivables
|
(iii)
|
Cash and cash equivalents
|
(iv)
|
Short-term investments
|
(v)
|
Interest bearing loans and liabilities
|
|
Fair value
|
|
Carrying value
|
||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
€m
|
|
€m
|
|
€m
|
|
€m
|
||||
Senior EUR/USD loans
|
1,396.9
|
|
|
1,347.2
|
|
|
1,371.9
|
|
|
1,372.2
|
|
Other external debt
|
3.3
|
|
|
3.0
|
|
|
3.3
|
|
|
3.0
|
|
2024 fixed rate senior secured notes
|
411.3
|
|
|
395.2
|
|
|
400.0
|
|
|
400.0
|
|
Less deferred borrowing costs
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|
(10.9
|
)
|
|
1,811.5
|
|
|
1,745.4
|
|
|
1,766.3
|
|
|
1,764.3
|
|
|
As at December 31, 2019
|
|
As at December 31, 2018
|
||
|
€m
|
|
€m
|
||
Cross Currency Interest Rate Swaps
|
17.5
|
|
|
35.7
|
|
Forward foreign exchange contracts
|
3.9
|
|
|
13.4
|
|
Total assets
|
21.4
|
|
|
49.1
|
|
Cross Currency Interest Rate Swaps
|
(32.8
|
)
|
|
(35.4
|
)
|
Forward foreign exchange contracts
|
(12.1
|
)
|
|
(1.5
|
)
|
Total liabilities
|
(44.9
|
)
|
|
(36.9
|
)
|
Total
|
(23.5
|
)
|
|
12.2
|
|
|
Gross amount
of financial
instruments as
presented upon
balance sheet
|
|
Related
financial
instruments
that are offset
|
|
Net amount
|
|||
As at Dec 31, 2019
|
€m
|
|
€m
|
|
€m
|
|||
Derivatives - assets
|
21.4
|
|
|
(21.4
|
)
|
|
—
|
|
Derivatives - liabilities
|
(44.9
|
)
|
|
21.4
|
|
|
(23.5
|
)
|
|
Gross amount
of financial instruments as presented upon balance sheet |
|
Related
financial instruments that are offset |
|
Net amount
|
|||
As at Dec 31, 2018
|
€m
|
|
€m
|
|
€m
|
|||
Derivatives - assets
|
49.1
|
|
|
(29.8
|
)
|
|
19.3
|
|
Derivatives - liabilities
|
(36.9
|
)
|
|
29.8
|
|
|
(7.1
|
)
|
35)
|
Operating leases
|
|
As at December 31, 2019
|
|
As at December 31, 2018
|
||
|
€m
|
|
€m
|
||
Less than one year
|
2.1
|
|
|
22.2
|
|
Between one and three years
|
3.6
|
|
|
38.5
|
|
Between three and five years
|
1.9
|
|
|
26.0
|
|
More than five years
|
—
|
|
|
94.9
|
|
Total
|
7.6
|
|
|
181.6
|
|
36)
|
Capital commitments
|
|
As at December 31, 2019
|
|
As at December 31, 2018
|
||
|
€m
|
|
€m
|
||
Property, plant and equipment
|
11.5
|
|
|
6.8
|
|
Intangible assets
|
0.6
|
|
|
2.8
|
|
Total
|
12.1
|
|
|
9.6
|
|
37)
|
Related parties
|
38)
|
Significant events after the Statement of Financial Position date
|
Item 19.
|
Exhibits
|
|
|
|
|
Incorporation by Reference
|
|
|
||||
Exhibit
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
No.
|
|
Period
Covered or
Date of
Filing
|
|
Filed with
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
|
|
|
|
|
Description of Securities.
|
|
|
|
|
|
|
|
X
|
|
|
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
|
|
|
|
|
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
|
|
|
|
|
Amendment and Restatement Agreement, dated June 15, 2018, relating to Senior Facilities Agreement, originally dated July 3, 2014, as amended and restated from time to time, including pursuant to Amendment and Restatement Agreement dated December 20, 2017 for Nomad Foods Limited with Credit Suisse AG, London Branch.
|
|
|
|
|
|
|
|
X
|
|
|
Nomad Foods Limited Amended and Restated Long-Term 2015 Incentive Plan.
|
|
|
|
|
|
|
|
X
|
|
|
Nomad Foods Limited Long Term 2015 Incentive Plan Restricted Share Unit Agreement.
|
|
|
|
|
|
|
|
X
|
|
|
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.
|
|
20-F
(001-37669)
|
|
4.7
|
|
3/22/2018
|
|
|
|
|
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
|
|
|
|
|
Incorporation by Reference
|
|
|
||||
Exhibit
No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
No.
|
|
Period
Covered or
Date of
Filing
|
|
Filed with
this
Annual
Report
|
|
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/ Samy Zekhout
|
Name: Samy Zekhout
|
Title: Chief Financial Officer
|
a.
|
once the average price per Ordinary Share for the Dividend Determination Period, i.e. the last ten consecutive trading days of a year is at least $11.50 (which condition was satisfied for the year ended December 31, 2015), holders of our Founder Preferred Shares have the right to receive a Founder Preferred Shares Annual Dividend Amount, payable in Ordinary Shares or cash, at the Company’s sole option; and
|
b.
|
holders of our Founder Preferred Shares have 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; and
|
1
|
DEFINITIONS AND INTERPRETATION
|
1.1
|
In the Plan, unless the context otherwise requires:
|
1.2
|
Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
|
1.3
|
Expressions in italics and headings are for guidance only and do not form part of the Plan.
|
2
|
ELIGIBILITY
|
3
|
GRANT OF AWARDS
|
3.1
|
Terms of grant
|
(a)
|
on the terms set out in the Plan; and/or
|
(b)
|
on such additional or different terms relating to Performance Conditions or otherwise as the Committee may specify as set out in the Agreement or otherwise.
|
3.2
|
Method of grant
|
3.3
|
Grantor of Awards
|
(a)
|
the issue of new Shares; and/or
|
(b)
|
the transfer of Shares out of treasury or otherwise.
|
3.4
|
Timing of grant
|
3.5
|
Approvals and consents
|
3.6
|
Non-transferability and bankruptcy
|
(a)
|
transferred, assigned, charged or otherwise disposed of (except on his death when it may be transmitted to his personal representatives); or
|
(b)
|
the Participant is declared bankrupt (unless the Committee decides otherwise).
|
4
|
LIMITS
|
4.1
|
10% in 10 years limit
|
5
|
VESTING OF AWARDS
|
5.1
|
Timing of Vesting
|
6
|
RESTRICTIONS ON VESTING
|
6.1
|
Restrictions on vesting: regulatory and tax issues
|
(a)
|
the Vesting would be lawful in all relevant jurisdictions and in compliance with the Listing Rules, the Dealing Code and any other applicable regulation or enactment in any relevant jurisdiction. In particular, if an Award would Vest during a period during which the Participant (being a person covered by the Dealing Code) is not permitted to deal in Shares, then unless either (a) the Award is settled net of any Tax Liability, or (b) there is no obligation to operate withholding in respect of any Tax Liability when the Award is settled, or (c) the Committee in exceptional circumstances otherwise determines, the Vesting shall be postponed until the first date on which the Participant is permitted to deal in Shares;
|
(b)
|
if, on Vesting of an Award, a Tax Liability would arise and the Board decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 7 then
|
(c)
|
the relevant Performance Conditions have been satisfied, or waived by the Committee, in whole or in part, in accordance with Rule 12.5.
|
6.2
|
Tax Liability before Vesting
|
7
|
TAX INDEMNITY
|
8
|
LAPSE OF AWARDS
|
(a)
|
in accordance with the Rules;
|
(b)
|
at any time to the extent that the Committee determines that there is no prospect of Vesting; or
|
(c)
|
in any other circumstances provided for in an Agreement.
|
9
|
CEASING EMPLOYMENT
|
9.1
|
Good leavers
|
9.2
|
Cessation of office or employment other than as a Good Leaver
|
(a)
|
for Misconduct, or commits or is found to have committed Misconduct at any time following cessation, an Award shall lapse immediately;
|
(b)
|
for any other reason where the Participant is not a Good Leaver, the Award shall Vest only to the extent that the relevant Performance Conditions were satisfied at the date of cessation. The Board may at its discretion postpone the Vesting of an Award for a period of up to 12 months and make Vesting conditional on the Participant abiding by the terms of their employment contract or settlement agreement with their employing company.
|
9.3
|
Meaning of ceasing employment
|
10
|
TAKEOVERS AND OTHER CORPORATE EVENTS
|
10.1
|
General offers
|
(a)
|
obtains Control of the Company as a result of making a general offer to acquire the whole of the issued share capital of the Company; or
|
(b)
|
obtains Control of the Company as a result of making a general offer to acquire all the shares in the Company which are of the same class as the Shares
|
10.2
|
Schemes of arrangement and winding-up
|
(a)
|
a compromise or arrangement is sanctioned by the Court under the law of the jurisdiction in which the Company is based in connection with or for the purposes of a Change in Control of the Company;
|
(b)
|
the Company passes a resolution for a voluntary winding up of the Company; or
|
(c)
|
an order is made for the compulsory winding-up of the Company
|
10.3
|
Internal reorganisations
|
(a)
|
a company is expected to obtain Control of the Company as a result of an offer referred to in Rule 10.1 (General offers) or a compromise or arrangement referred to in Rule 10.2(a) (Schemes of arrangement and winding-up); and
|
(b)
|
at least 75% of the shares in the Acquiring Company are expected to be held by substantially the same persons who immediately before the obtaining of Control of the Company were shareholders in the Company
|
11
|
ADJUSTMENT OF AWARDS
|
11.1
|
General rule
|
(a)
|
any variation of the share capital of the Company; or
|
(b)
|
a demerger, special dividend or other similar event which affects the market price of Shares to a material extent,
|
12
|
AMENDMENTS
|
12.1
|
General rule on amendments
|
12.2
|
Shareholder approval
|
12.3
|
Exception to shareholder approval
|
12.4
|
Amendments to the disadvantage of Participants
|
(a)
|
the Board shall have invited every relevant Participant to indicate whether or not he approves the amendment; and
|
(b)
|
The amendment is approved by a majority of those Participants who have given such an indication.
|
12.5
|
Amendments to a Performance Condition
|
(a)
|
an event has occurred which causes the Committee reasonably to consider that it would be appropriate to amend the Performance Conditions;
|
(b)
|
the amended Performance Condition will, in the reasonable opinion of the Committee, be not materially less difficult to satisfy than the unamended Performance Conditions would have been but for the event in question; and
|
(c)
|
the Committee acts fairly and reasonably in making the amendment.
|
13
|
MISCELLANEOUS
|
13.1
|
Employment
|
13.2
|
Disputes
|
13.3
|
Exercise of powers and discretions
|
13.4
|
Share rights
|
13.5
|
Notices
|
(a)
|
by personal delivery or by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Group Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment;
|
(b)
|
in an electronic communication to their usual business address or such other address for the time being notified for that purpose to the person giving the notice; or
|
(c)
|
by such other method as the Committee determines.
|
13.6
|
Third parties
|
13.7
|
Benefits not pensionable
|
13.8
|
Data protection
|
(a)
|
providing personal data to any Group Company and any third party such as trustees of any employee benefit trust, administrators of the Plan, registrars, brokers and any of their respective agents;
|
(b)
|
processing of personal data by any such Group Company or third party;
|
(c)
|
transferring personal data to a country outside the European Economic Area (including a country which does not have data protection laws equivalent to those prevailing in the European Economic Area); and
|
(d)
|
providing personal data to potential purchasers of the Company, the Participant's employer or the business in which the Participant works.
|
13.9
|
Governing law
|
NOMAD FOODS LIMITED
|
||
|
LONG TERM 2015 INCENTIVE PLAN
ISSUE [ ]
RESTRICTED SHARE UNIT AGREEMENT
|
|
(1)
|
Nomad Foods Limited, a public company limited by shares and incorporated under the laws of the British Virgin Islands (the "Company"); and
|
(2)
|
[Participant name], ("you").
|
(A)
|
The Company has adopted the Nomad Foods Limited Long Term 2015 Incentive Plan (as changed from time to time and as modified for UK Eligible Persons by the UK Sub-Plan) (the “Plan”) for the benefit of employees and directors of the Company and Group Companies; and
|
(B)
|
The Committee has authorised the Award to you of Restricted Share Units under the Plan, on the terms and conditions set out in the Plan and this Agreement (as may be amended or supplemented from time to time).
|
1.
|
INTERPRETATION
|
1.1
|
Terns defined in the rules of the Plan (but not defined in this Agreement) have the same meaning in this Agreement as in the rules of the Plan, unless the context requires otherwise, and except as set out below:
|
“Award Shares”
|
has the meaning given to that term in Clause 2.1;
|
|
“Performance Conditions”
|
means the performance conditions set out in Schedule 1 to this Agreement;
|
|
“Performance Period”
|
;
|
|
"Vesting Date"
|
means <date>
|
|
1.2
|
The rules of interpretation in the Plan also apply to this Agreement.
|
2.
|
GRANT OF AWARD
|
2.1
|
Subject to the other terms of this Agreement and the rules of the Plan (which are incorporated into the Agreement by reference), the Company hereby grants to you an Award in the form of Restricted Share Units over [number] ordinary shares in the Company (the “Award Shares”).
|
2.2
|
By accepting the Award, you confirm your commitment to remain employed by a Group Company at least until such time as the Award Vests.
|
2.3
|
The Award is made effective as of <date>
|
3.
|
VESTING AND LAPSE OF AWARD
|
3.1
|
The Award will Vest only in accordance with the rules of the Plan and the terms of this Agreement.
|
3.2
|
The Award will Vest on the Vesting Date only if, and to the extent that, the Performance Conditions are satisfied and subject to the employment condition outlined in Schedule 1
|
3.3
|
The Award will not Vest until the Vesting Date except where earlier Vesting is permitted by Rule 9 or Rule 10 of the Plan. In the event that the Award Vests under Rule 10.1 or Rule 10.2 of the Plan, the Committee will have the option to scale back the Award to reflect the period between the start of the Performance Period and the date of the Change of Control as a proportion of the Performance Period as a whole.
|
3.4
|
In the event that (i) a Change of Control occurs, (ii) the Award does not Vest as a result of the Change of Control under Rule 10.1 or Rule 10.2 of the Plan, and (iii) your office or employment with a Group Company is terminated by a Group Company, or you are given notice of the termination of your office or employment with a Group Company, within 183 days following the Change of Control (except in circumstances where termination is for Misconduct), then, unless, the Committee determines otherwise, you will be considered to be a Good Leaver, and the provisions of Rule 9.1 will apply to the Award.
|
3.5
|
The Award may lapse if certain events occur, in accordance with the rules of the Plan.
|
4.
|
SHARE ISSUANCE AND CERTIFICATES
|
4.1
|
As and when the Restricted Share Units Vest under to this Agreement and the Plan, the Company will issue and allot (or, as appropriate, transfer or procure the transfer of) the Award Shares which have Vested to you as soon as administratively practicable after such Vesting and in any event no later than 30 days thereafter.
|
5.
|
TERMS OF AWARD
|
5.1
|
The Award is subject to the rules of the Plan (which are incorporated by reference in the Agreement).
|
5.2
|
The rules of the Plan take precedence over any conflicting statement about the terms of the Award in this Agreement.
|
5.3
|
You will have no right to vote and no right to any dividends with respect to the Award Shares subject to this Award until and only to the extent that the Award Vests in accordance with Clause 3.
|
5.4
|
This Agreement, the Award and the Award Shares awarded under this Agreement are subject to such rules and regulations as the Committee may adopt pursuant to the Plan. All decisions of the Committee upon any question arising under the Plan or under this Agreement shall be final, conclusive and binding upon you and any other person claiming any interest in the Award.
|
5.5
|
The terms of this Award of Restricted Share Units as evidenced by this Agreement may be amended by the Committee without your approval, subject however to the limitations set out in the Plan or may be amended by written agreement between you and the Company. The Company reserves the right to amend the Plan at any time, subject to any limitations set out in the Plan.
|
6.
|
WITHHOLDING
|
6.1
|
You agree that you are responsible for paying any Tax and Social Security Liability arising in connection with the Award, and that the Company and any Group Company are entitled to deduct and withhold from any payment of any kind otherwise due to you the minimum amount necessary to satisfy their withholding obligations in respect of any such Tax and Social Security Liability.
|
6.2
|
To enable the Company and any Group Company to discharge its or their withholding obligations, you irrevocably agree to authorize any Group Company to withhold from the Award Shares that would otherwise Vest or be deliverable to you the number of Award Shares that have a market value, as of the date the Tax and Social Security Liability arises, less than or equal to the amount of the Tax and Social Security Liability.
|
6.2
|
The Tax Liability in Clause 6.1 does not include employer Social Security contributions.
|
7.
|
CLAWBACK
|
7.1
|
You irrevocably agree that the provisions of Schedule 2 to this Agreement apply to the Award.
|
8.
|
MISCELLANEOUS
|
8.1
|
You acknowledge and irrevocably agree that your rights and obligations under the terms of your office or employment with the Company or any Group Company are not affected by the grant of the Award. The grant of the Award does not confer on you any right with respect to continuance of employment by the Company or any Group Company, nor does it interfere in any way with the right of the Company to terminate your employment at any time. The grant of the Award to you does not entitle you to any further grants of Awards on any future occasion. You have no rights to compensation or damages in consequence of the termination of your office or employment with the Company or any Group Company for any reason whatsoever, whether or not in breach of contract, insofar as those rights arise or may arise from the loss or diminution in value of the Award or the Award Shares.
|
8.2
|
No waiver at any time of any term or provision of this Agreement shall be construed as a waiver of any other term or provision of this Agreement and a waiver at any time of any term or provision of this Agreement shall not be construed as a waiver at any subsequent time of the same term or provision.
|
8.2
|
All headings set forth in this Agreement are intended for convenience only and do not control or affect the meaning, construction or effect of this Agreement or of any of the provisions hereof.
|
8.3
|
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
|
8.4
|
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
|
8.5
|
This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. You and the Company agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes and claims).
|
•
|
A condition relating to certain financial measures of performance, which are measured over the period of three years from <date> to <date>, and which are set out in Section 1 below (the “Performance Measures”), and
|
•
|
A condition relating to continued employment, which is measured over the period up to the Vesting Date, <date>, as set out in Section 2 below (the “Continued Employment Condition”).
|
•
|
The EBITDA Tranche,
|
•
|
The Net Sales Tranche, and
|
•
|
The Share Price Tranche.
|
1.
|
PERFORMANCE MEASURES
|
(i)
|
the EBITDA Test must be achieved, if at all, as at <date> and, therefore, cannot be achieved before that date;
|
(ii)
|
in assessing whether the EBITDA Test has been achieved, the Committee may use such accounting methods, assumptions, guidance and principles as it in its reasonable discretion sees fit;
|
(iii)
|
the EBITDA Test may be adjusted by the Committee to reflect any acquisitions or divestitures by the Company after the date of this Agreement (based on business case assumptions minus synergies in years x-x); and
|
(iv)
|
“cumulative adjusted EBITDA” may be adjusted and calculated in a way which is consistent with how the Company reports (or plans to report) to the public and should there be a change in the way the Company so reports, EBITDA will be adjusted equitably to reflect the changes.
|
Share Price Vesting Threshold
|
Percentage of Share Price Shares that will vest
|
Less than $x
|
x%
|
$x
|
x%
|
$x
|
x%
|
$x
|
x%
|
1.
|
The “Share Price Vesting Threshold” is the level of the VWAP of the ordinary shares of the Company on the New York Stock Exchange (or such other exchange on which the Company maintains its principal listing) which must be exceeded for a continuous period of at least x trading days during the Measurement Period in order for the specified percentage of Third Tranche Award Shares to Vest.
|
2.
|
“VWAP” means, as of any date or relevant period, as applicable, the volume weighted average price for an ordinary share of the Company on the New York Stock Exchange (or such other exchange on which the Company maintains its principal listing) as reported by Bloomberg through its “Volume at Price” function (or such other data reporting service as may be determined by the Committee in its sole discretion); provided however, if the ordinary shares of the Company do not trade on any exchange, the VWAP will be the last closing trade price of an ordinary share of the Company in the over-the-counter market on the electronic bulletin board for that security as reported by Bloomberg (and if no last closing trade price is reported for an ordinary share of the Company by Bloomberg, the last closing ask price of an ordinary share of the Company as reported by Bloomberg). If the VWAP cannot be calculated for an ordinary share of the Company on that date on any of the foregoing bases, the VWAP of an ordinary share of the Company on such date will be the fair market value as determined by the Committee.
|
2.1
|
The relevant portion Award that would vest based on the Performance Measures will Vest only if you are a director or employee of a Group Company on the Vesting Date and are not then under notice of termination of office or employment (whether given by you, your employer or any other Group Company), unless the Committee determines in its absolute discretion to allow the Award to Vest notwithstanding that you are no longer a director or employee of a Group
|
2.2
|
The Award will lapse if you voluntarily cease to be a director or employee of a Group Company between <date> and the Vesting Date, unless the Company’s Chief Executive Officer and Human Resources Director (or the Committee in the case of Board Members) determine in their absolute discretion to allow the Award to continue to exist and to Vest on the Vesting Date (subject always to the satisfaction of the relevant Performance Measures).
|
1.
|
CIRCUMSTANCES IN WHICH CLAWBACK CAN APPLY
|
1.1
|
This Schedule 2 applies in relation to the Award if:
|
(a)
|
either or both of paragraphs 1.2 and/or 1.3 apply; and
|
(b)
|
paragraph 1.4 applies.
|
1.2
|
This paragraph 1.2 applies in relation to an Award if the Committee, at its discretion, determines that any of the following circumstances exist:
|
(a)
|
you have participated in or were responsible for conduct which resulted in significant losses to a Group Company;
|
(b)
|
you have failed to meet appropriate standards of fitness and propriety;
|
(c)
|
the Company has reasonable evidence of fraud or material dishonesty by you;
|
(d)
|
the Company has become aware of any material wrongdoing on your part;
|
(e)
|
you have has acted in any manner which in the opinion of the Committee has brought or is likely to bring any Group Company into material disrepute or is materially adverse to the interests of any Group Company;
|
(f)
|
there is a breach of your employment contract that is a potentially fair reason for dismissal;
|
(g)
|
you are in breach of a fiduciary duty owed to any Group Company or any client or customer of any Group Company;
|
(h)
|
you whether alone or with others entice or otherwise encourage a team or group of Employees to move to another firm;
|
(i)
|
you have ceased to be an employee but were in breach of your employment contract or fiduciary duties in a manner that would have prevented the grant or Vesting of the Award had the Company been aware (or fully aware) of that breach, and which the Company was not aware (or not fully aware) until after:
|
(aa)
|
you ceased to be an employee; and
|
(bb)
|
the time Award Vested; or
|
(aa)
|
determining whether the Award should be granted; or
|
(bb)
|
determining the size and nature of the Award.
|
1.3
|
This paragraph 1.3 applies in relation to an Award if the Committee, at its discretion, determines that either of the following circumstances exist:
|
(a)
|
a Group Company mis-stated any financial information (whether audited or not) for any part of any financial year that was taken into account in:
|
(i)
|
determining whether the Award should be made; or
|
(ii)
|
determining the size and nature of the Award; or
|
(b)
|
a Group Company or business unit that employs or employed you, or for which you are responsible, has suffered a material failure of risk management.
|
1.4
|
This paragraph 1.4 applies in relation to an Award if the Committee, at its discretion, determines that, if the circumstances mentioned in paragraphs 1.2 or 1.3 had existed, and the Committee had been fully aware that they existed at the date on which the Award was granted, then:
|
(a)
|
the Committee would not have granted the Award; or
|
(b)
|
the Committee would have granted the Award in relation to a smaller number of Restricted Share Units.
|
1.5
|
If the Committee makes a determination in relation to an Award under this paragraph 1, it must do so within three years of the Vesting Date.
|
2.
|
OPERATION OF CLAWBACK
|
2.1
|
This paragraph 2 applies to an Award if paragraph 1 applies to the Award.
|
2.2
|
If at the end of the determination under paragraph 1.4, the Award has Vested, the Committee may determine a Clawback Amount in relation to the Award.
|
2.3
|
The Clawback Amount shall be such amount as the Committee considers to be fair and reasonable, taking account of all circumstances that the Committee considers to be relevant.
|
2.4
|
If you have paid or are liable to pay any amount of a Tax and Social Security Liability which cannot be recovered from or repaid by any relevant tax authority (whether directly or indirectly), the Committee may in its discretion decide to, or where paragraph 1.3 applies, will, reduce the Clawback Amount to take account of this amount. In deciding whether to reduce the Clawback Amount, the Committee shall take account of such factors as it thinks fit, which may include market practice, corporate governance rules and guidelines, and the expectations of shareholders.
|
2.5
|
For the avoidance of doubt, the Committee is not obliged to determine a Clawback Amount in relation to any particular Award, even if the Committee does determine a Clawback Amount in relation to other Awards to the same or other holders of Awards which were granted or which Vested on the same date or dates.
|
2.6
|
You shall reimburse the Company for the Clawback Amount, in any way acceptable to the Committee, on or as soon as possible after the Committee determines a Clawback Amount in relation to the Award. If you fail to reimburse the Company within 30 days after the determination, the Company shall obtain reimbursement from you in any (or a combination) of the following ways:
|
(a)
|
by reducing or cancelling any cash bonus payable to you by any Group Company;
|
(b)
|
by reducing or cancelling any future or existing award made or option granted to you under any other share incentive plan or bonus plan operated by any Group Company (other than a Schedule 2 SIP or a Schedule 3 SAYE option plan, as those terms are defined in ITEPA);
|
(c)
|
by requiring you to make a cash payment to a Group Company; or
|
(d)
|
by reducing your salary.
|
2.7
|
If you participate in another share incentive plan or bonus plan operated by a Group Company, and that other plan contains a provision that has a similar effect to paragraph 1, the Committee may give effect to that provision by causing the Award to lapse for no consideration in respect of such number of Award Shares (up to the total number of Award Shares) as the Committee considers to be fair and reasonable.
|
Name
|
|
Activity
|
|
Country of
incorporation
|
|
Ownership as
of December 31,
2019
|
|
|
|
|
|||
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%
|
Aunt Bessie's Limited
|
|
Non-Trading
|
|
England
|
|
100%
|
Birds Eye Ireland Limited
|
|
Trading
|
|
Republic of Ireland
|
|
100%
|
Birds Eye Ireland Oldco Unlimited Company
|
|
Non-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%
|
Findus Norge Holding AS
|
|
Holding
|
|
Norway
|
|
100%
|
Toppfrys AB
|
|
Trading
|
|
Sweden
|
|
81%
|
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/ Samy Zekhout
|
|
|
Samy Zekhout
|
|
|
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/ Samy Zekhout
|
|
|
Samy Zekhout
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|