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ANNUAL REPORT AND FINANCIALSTATEMENTS 2006
A PLATFORMFOR GROWTH
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Directors and Other Information
Non-Executive Chairman Denis Buckley
Executive Directors Seamus Clancy (appointed 01/02/07) Paul Dixon
Hans Droog (appointed 01/02/07) Michael Long Philip Lynch
Non-Executive Directors Noel Cawley (appointed 01/02/07) Tom Corcoran Nicholas Eyre David Graham William Hickey Hugo Maguire
James C. MurphyFinbarr O’Neill (appointed 01/02/07)
Noel O’Sullivan
Company Secretary Susan Holburn
Bankers Allied Irish Bank PlcBank of Ireland Group PlcBank of Scotland (Ireland) LimitedIIB Bank PlcRabobank Ireland PlcUlster Bank Ireland Limited
Solicitors LK Shields39/40 Upper Mount Street
Dublin 2
Auditors Duignan Carthy O’Neill84 Northumberland Road
Ballsbridge Dublin 4
Registered Offi ce 151 Thomas Street Dublin 8
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One51 Annual Report and Financial Statements 2006 Page 1
Contents page
Directors and Other Information
Chairman’s Statement 2
Chief Executive’s Statement 4
Directors’ Report 9
Statement of Directors’ Responsibilities 14
Independent Auditors’ Report 15
Statement of Accounting Policies 17
Consolidated Profit and Loss Account 20
Consolidated Statement of Total Recognised Gains and Losses 21
Consolidated Balance Sheet 22
Company Balance Sheet 23
Consolidated Cash Flow Statement 24
Notes Forming Part of the Financial Statements 25-42
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One51 Annual Report and Financial Statements 2006Page 2
CHAIRMAN’SSTATEMENT
I would like to pay tribute to the
members of the Society for their
foresight in establishing One51.
During the year
One51 completed
the integration of
nine businesses
into the Group.
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Platform for GrowthOne Fifty One Limited was formed as part of a
reconstruction process undertaken by the Irish
Agricultural Wholesale Society Ltd (‘the Society’). In July
2005, members of the Society approved a reconstruction
process whereby key assets and businesses would
transfer from the Society to a new corporate structure,
One Fifty One Limited. This reconstruction process was
completed in the last quarter of 2005. The change in
status has facilitated the growth plans of the Group with
the joint objectives of creating additional shareholder
value and liquidity for members. In December 2006
One Fifty One Limited re-registered as a public limited
company and is now One Fifty One plc (‘One51’
or the ‘Group’).
One51 remained as a subsidiary company of the Society
throughout 2006. As a result of a share exchange effected
by the Society on the 7 February 2007, whereby the
shareholders in the Society received the shares held by
the Society in One51 in exchange for the cancellation of
shares held by the Society’s shareholders in the Society
itself, One51 ceased to be a subsidiary of the Society.
Acquisitions/Investments2006 was an active and successful year for the Group.
During the year One51 completed the integration of
nine businesses into the Group. As a result of these
acquisitions the Group has expanded its geographical
footprint from the Republic of Ireland into Northern Ireland
and mainland UK. The acquisition of 95% of Resmar
Holdings AG, a company headquartered in Switzerland,
on the 1 January 2007 marked the Group’s entry into the
recycling market in mainland Europe.
The Group will continue to seek investments that will
deliver strong future performance and growth.
Other financial highlights included the strategic
investment in Augean PLC, the uptake of NTR plc’s rights
issue and the successful convertible loan note (‘CLN’)
offerings during the year.
BoardI would like to welcome Dr. Noel Cawley and Mr. Finbarr
O’Neill to the Board as non-executive directors. I would
also like to welcome Mr. Seamus Clancy and Mr. Hans
Droog to the Board as executive directors.
Management and StaffI would like to pay tribute to the members of the Society
for their foresight in establishing One51.
I would like to thank the staff and management of the
Group whose outstanding commitment and dedication
have resulted in an excellent performance
for the Group for the year.
The FutureOne51 will continue with its ambition to grow
its businesses, to grow shareholder value and to be
a holding company whose businesses have significant
growth potential and strong performance capability.
Its experienced management team and strong financial
foundation leave One51 well placed to generate ongoing
organic and acquisition based growth.
Denis BuckleyChairman
One51 Annual Report and Financial Statements 2006 Page 3
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One51 Annual Report and Financial Statements 2006Page 4
CHIEFEXECUTIVE’SSTATEMENT
The 2006 financial results
are stated for the 12 month
period to 31 December 2006
and represent One51’s first
year of trading. The financial
performance for the year was
very satisfactory delivering total
operating profit of €9.7 million.
The net assets at that date
amounted to €340 million.
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One51 Annual Report and Financial Statements 2006 Page 5
Dear Shareholders
2006 was a very active year for One51, with significant
developments across all of One51’s activities.
Business Structure and Management ChangesGiven the strong rate of growth of One51 during the year
the decision was taken to structure the Group into five
Divisions as follows;
■ Recycling and TreatmentOne51’s operations within the recycling and treatment
sector form this division and Seamus Clancy,
previously Managing Director of Rilta Environmental
Limited, is Managing Director of this operating
division.
■ PlasticsOne51’s operations within the plastics sector
form this division and Hans Droog, previously
Managing Director of Protech Performance
Plastics Ltd, is Managing Director of this operating
division.
■ FoodOne51’s operations within the food sector form this
division and Pat O’Sullivan, Managing Director of Irish
Pride Bakeries Limited, has assumed the role of
Managing Director of this operating division.
■ InfrastructureThis operating division comprises One51’s joint
venture investment in Greenore Port and Terry King
is Managing Director of this operating division.
■ CapitalOne51’s investments, including its 25.52%
shareholding in NTR plc, have been grouped within
a specific subsidary, which is managed centrally by
the Executive Management Team.
Executive Management TeamThe Executive Management team comprises:
Philip Lynch Chief Executive Officer
Michael Long Deputy Chief Executive Officer
Paul Dixon Chief Financial Officer
Seamus Clancy Managing Director Recycling
and Treatment
Hans Droog Managing Director Plastics
Mr. Clancy and Mr. Droog were appointed to the Board
of Directors of One51 on 1 February 2007.
Recycling and Treatment
Increasingly legislation is resulting in more products
having to be recyled as opposed to being disposed of in
landfill. This emerging legislative framework will support
the opportunities in all forms of recycling going forward.
One51 was formed as part of areconstruction process undertakenby the Irish Agricultural WholesaleSociety Ltd to facilitate the creationof shareholder value and liquidityfor members.
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One51 Annual Report and Financial Statements 2006Page 6
During 2006, One51 made five acquisitions within the
recycling and treatment sector and has expanded
its operations into both Northern Ireland and the UK.
One51 currently has operations within the recycling
and treatment, electronic recycling, glass and metals
recycling sub sectors.
Plastics
One51’s Plastics Division was established in 2006 arising
from the acquisition of Protech Performance Plastics
Limited and Enplast Limited. These businesses fit within
the overall One51 strategy of investment in niche sub
sectors as they are producers of specialist products to
the agricultural, industrial, pharmaceutical, electronics
and construction sectors. There are also synergies
between these operations and the recycling and
treatment division of the Group.
Food
One51’s involvement in the Food sector is through its
subsidiary Irish Pride Bakeries Limited (‘Irish Pride’).
During 2006, Irish Pride completed a rationalisation
programme. In the last quarter of 2006, Irish Pride
signed an agreement for the exclusive distribution of the
‘LifeFibre’ range of products. This represents an exciting
move for Irish Pride into the higher value health foods
sector of the bread market.
Infrastructure
One51 is a 50% partner with Dublin Port Company in
Greenore Port in County Louth. Greenore Port is the
deepest self dredging port facility on the East Coast of
Ireland. Greenore saw increased activity during 2006.
Greenore Port is well advanced in its plans for the
strategic expansion of the port.
Capital
One51 made a number of investments during 2006,
including the acquisition of a 26.89% shareholding in
Augean PLC, an Alternative Investment Market (AIM)
listed company whose principal activities are in the
recycling and treatment of hazardous materials in the
UK. Augean PLC operates six recycling and treatment
facilities in the UK and has considerable landfill capacity.
The Directors consider this to be a strategic investment.
One51 continues to hold a 25.52% shareholding
in NTR plc. During 2006 NTR plc undertook a rights
issue in which One51 took up its full allocation
to retain its shareholding at this level.
DevelopmentsIn line with its stated strategy One51 has been very active
in its development to date.
In January 2006, One51 through its subsidiary Rilta
Environmental Limited, acquired the trade and assets
of Cullen Environmental Services Limited, a specialist
recycling and treatment operator.
In April 2006, One51 commenced its expansion into
Northern Ireland, by acquiring a 70% shareholding in
COD International Limited, a company engaged in the
recycling of refrigeration equipment. This company
has since been renamed TechRec (NI) Limited. This
acquisition complements One51’s existing business in
the Waste Electronics and Electrical Equipment (WEEE)
sector and enables the Group to offer a full recycling
service for the complete range of electronic recycling on
the island of Ireland.
Plastics: Our companies within the plastics sector provide specialist productsto the agricultural, pharmaceutical, electronics and construction sectors.
Recycling and Treatment: During the year we made acquisitions that enabledus to gain entry into new markets, specifically metal, glass and dry recyclables.
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One51 Annual Report and Financial Statements 2006 Page 7
In May 2006, One51 through its subsidiary Rilta
Environmental Limited, acquired Returnbatt Limited,
a company engaged in the recycling of used batteries.
In June 2006, One51 acquired a 72.5% shareholding in
Glassdon Limited, a company engaged primarily in the
recycling of glass and dry recyclables in Northern Ireland.
In July 2006, One51 acquired Protech Performance
Plastics Limited and Enplast Limited, two companies
engaged in the manufacture of plastic products supplied
to the agricultural, industrial, pharmaceutical, electronics
and construction industries.
In August 2006, One51 commenced its expansion into
mainland UK, with the acquisition of Andrew & Mark Smith
Metals Limited, a specialist metals recycler based in the
North West of England.
During the year One51 also aquired its 26.89% stake in
Augean PLC. One51 holds a 25.52% interest in NTR plc.
FinancingOne51 successfully issued CLNs pursuant to two separate
CLN offers during 2006 raising a total of €168 million from
shareholders of the Society, Directors and employees of
the Society and One51, private individuals, companies
and financial institutions. These funds were applied to
the development of One51’s operations. I would like to
welcome holders of CLNs to One51 and thank them for
their support.
In December 2006, One51 signed a five year bank facility
totalling €280 million with a syndicate of six major banks
to fund further development opportunities and provide
additional working capital to the Group.
Events Subsequent to theEnd of the Financial Year2007 has been a very active year to date for One51.
On 1 January 2007, One51 purchased 95% of Resmar
Group AG, a Swiss based group of companies whose
activities centre on the electronic recycling sector
in Switzerland. Resmar incorporating the Immark
company, is engaged in the development
of equipment and processes for electronic recycling.
One51 also made two further acquisitions during January
2007;
■ the trade and assets of Thormac Engineering
Limited, based in Shannon, were acquired
by Protech Performance Plastics Limited; and
■ the trade and assets of Country Waste
Management Limited, based in Croydon, London were
also acquired. This represents One51’s first
investment in the South East region of the UK.
Food: The signing of an exclusive distribution deal for the ‘LifeFibre’ range ofproducts represents an exciting move into the growing health foods sector ofthe bread market.
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One51 Annual Report and Financial Statements 2006Page 8
During February 2007, the Society transferred its
shareholding in One51 to the Society’s own co-operative
members. As a result, One51 ceased to be a subsidiary
of the Society. Society members now have independent
direct shareholdings in both the Society and One51, which
are held through a subsidiary company of the Society.
In April, the Board of Directors communicated to all CLN
holders offering them an option to convert their loan notes
(including accrued interest) into ordinary shares in One51
on the 29 June 2007, if they so wished. 94% of the holders
(representing €142m in value) of the two CLN issues
made the decision in June 2007 to convert into ordinary
shares of One51.
In May, One51 acquired Reclamet Ltd, an End of Life
Vehicle recycler based in Kent, UK.
In early April, One51 and Doyle Shipping Limited formed a
Consortium with regard to making a possible offer for Irish
Continental Group Limited (‘ICG’). This process was still
ongoing at the time of signing the financial statements.
One51 continues to make significant progress in
accordance with it’s strategic objectives and I believe it is
well placed to deliver optimum shareholder value.
I would like to echo the tribute paid by our Chairman to
the members of the Irish Agricultural Wholesale Society
Limited for their foresight in establishing One51 and to
the staff and management of the Group for their efforts
during the year.
Philip LynchChief Executive
We will continue to pursue our strategy of developing our businesses andinvesting in niche sub sectors in order to deliver optimum shareholder value.
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One51 Annual Report and Financial Statements 2006 Page 9
The directors present their report and audited
consolidated financial statements for the year ended
31 December 2006.
Principal ActivitiesThe main activities of the Group are in the areas
of recycling and treatment, plastics, food,
infrastructure and investments.
ResultsThe detailed financial statements are set out
on pages 20 to 42.
Business ReviewA business review of the five business units of One51
is contained within the Chief Executive’s Statement
on pages 4 to 8.
DividendsThe directors do not recommend the payment
of a dividend.
Future DevelopmentOn 1 January 2007, the Group acquired 95%
of Resmar Holdings AG, an electrical & electronic
recycler headquartered in Switzerland. The Group
believes that the electrical & electronic recycling
sector offers significant opportunities for the future.
Resmar Holdings AG has significant expertise in both
the development of electrical & electronic recycling
equipment and processes as well as in the operation of
these recycling facilities.
On 30 January 2007 the Group acquired the trade
and assets of Thormac Engineering Ltd, a plastic injection
moulding company based in Shannon, Ireland.
On 30 January 2007, the Group also acquired the trade
and assets of Country Waste Management Ltd, a recycling
and treatment operator located in Croydon, London and
this represents the first step in the Group’s expansion
plans into the South East of England.
On the 17 May 2007, One51 Group acquired 100%
of the issued share capital of Reclamet Ltd, an End
of Life Vehicle recycler based in Kent, UK.
DIRECTORS’REPORT
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One51 Annual Report and Financial Statements 2006Page 10
Key Operating Subsidiary CompaniesName of Subsidiary Country of Operation Activity
Andrew and Mark Smith Metals Ltd England Metal Recycling
Cullen Environmental Services Ltd Republic of Ireland Recycling and Treatment
Enplast Ltd Republic of Ireland Manufacturer of Polyproplene Sheeting
Glassdon Ltd Northern Ireland Glass & Dry Recyclables
Irish Pride Bakeries Ltd Republic of Ireland Food Production & Distribution
Premier Proteins (2000) Ltd Republic of Ireland Rendering
Protech Performance Plastics Ltd Republic of Ireland Injection Moulding
Returnbatt Ltd Republic of Ireland Recycling and Treatment
Rilta Environmental Ltd Republic of Ireland Recycling and Treatment
Soils Environmental Services Ltd Republic of Ireland Recycling and Treatment
TechRec Ireland Ltd Republic of Ireland Electronic Recycling
TechRec (NI) Ltd Northern Ireland Electronic Recycling
Joint Venture CompanyThe Group’s joint venture is as follows:
Name of Associate Country of Operation Activity
Renore Ltd Republic of Ireland Joint Venture vehicle for 50%
ownership of Greenore Port
A full list of subsidiaries, associates and joint ventures will be filed with the relevant Registrar of Companies.
DIRECTORS’ REPORTCONTINUED
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One51 Annual Report and Financial Statements 2006 Page 11
Relations with ShareholdersOne51’s Annual General Meeting affords shareholders
the opportunity to approve the audited financial
statements and to discuss the progress in the businesses
with the Chairman and the Board. The Form of Proxy and
the Annual Report are sent to shareholders at least 21
days before the Meeting.
Internal ControlThe Board is responsible for the Group’s system
of internal control and for reviewing its effectiveness.
Such a system is designed to manage rather than
eliminate the risk of failure to achieve business
objectives and can provide only reasonable and
not absolute assurance against material
misstatement or loss.
The Board confirms that there is an ongoing process
for identifying, evaluating and managing any significant
risks faced by the Group, that it has been in place for
the financial year under review and up to the date of
approval of the financial statements and that this process
is reviewed by the Board. The key risk management and
internal control procedures, which are supported by
detailed controls and processes, include:
■ skilled and experienced Group and divisional
management;
■ an organisational structure with clearly defined
lines of authority and accountability;
■ a comprehensive system of financial reporting
involving budgeting, monthly reporting and
variance analysis.
Going ConcernAfter making enquiries, the directors have formed
a judgement, at the time of approving the financial
statements, that the Company and the Group as a whole
have adequate resources to continue in operational
existence for the foreseeable future. For this reason, they
continue to adopt the going concern basis in preparing
the financial statements. The directors’ responsibility
for preparing the financial statements is explained
on page 14 and the reporting responsibilities of the
auditors are set out in their report on pages 15 and 16.
Political DonationsDuring the year the Group and Company made
no disclosable political donations.
Books of AccountThe measures taken by the directors to ensure
compliance with the highest standards of governance
regarding proper books of account are the implementation
of necessary policies and procedures for recording
transactions, the employment of competent accounting
personnel with appropriate expertise and the provision
of adequate resources to the finance function. The books
of account of the Company are maintained at 151 Thomas
Street, Dublin 8.
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One51 Annual Report and Financial Statements 2006Page 12
Directors’ and Secretary’s InterestsThe names of the directors’ who held office during the
year are listed on the inside of the front cover.
The interests of the Directors and Secretary who held
office at the end of the year in the shares of the Company
as at 31 December 2006, which are beneficially held
unless otherwise indicated, are shown. The Directors
and Secretary have no beneficial interests in any of
the Group’s subsidiary, joint venture or associated
undertakings.
Directors were entitled to subscribe for CLNs in the first
and second CLN offerings in November 2005 and June
2006. Note 31 details the terms of these CLN offerings,
the terms of which include conversion into ordinary shares
at certain future dates.
The Directors and Secretary’s interest in Ordinary Shares
in One51 are detailed below and include entitlements
to ordinary shares following loan note conversion. CLN
interest entitlements are included to 31 December 2006.
Number of Shares
Denis Buckley 61,643
Tom Corcoran 15,718
Paul Dixon 293,844
David Graham 37,383
William Hickey 6,164
Michael Long 677,020
Philip Lynch 2,551,373
Hugo Maguire 77,053
James C Murphy 6,164
Noel O’ Sullivan 6,164
Susan Holburn 47,964
There were no transactions in the above Directors’
and Secretary’s interests between 31 December 2006
and 26 June 2007.
DIRECTORS’ REPORTCONTINUED
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One51 Annual Report and Financial Statements 2006 Page 13
Board CommitteesAs at the 12 June 2007 the Board of One51 constituted the
following committees:
■ Audit CommitteeThe committee members are Mr. F. O’Neill,
Dr. N. Cawley, Mr. D. Graham and Mr. W. Hickey.
■ Remuneration CommitteeThe committee members are Mr. T. Corcoran,
Mr. H. Maguire and Mr. J.C. Murphy.
■ Nomination CommitteeThe committee members are Mr. D. Buckley,
Mr. N. Eyre and Mr. N. O’Sullivan.
Environment, Health and SafetyOne51 is fully committed to operating all its businesses
in a safe and responsible manner to protect the health
of our employees, the public at large and safeguard
the environment.
Compliance with safety, health and environmental
regulatory requirements is considered a minimum
requirement within all business divisions
and member companies.
Environmental Management Systems
Within our recycling and treatment division
compliance with environmental licences as issued
by the Environmental Authorities is a given. All licensed
sites have regular surveillance visits from the relevant
licensed authorities and as a responsible organisation we
strive not only to meet but to exceed the requirements set
out by these agencies.
To ensure our standards are improving on an on-
going basis the majority of our plants have attained
accreditation to ISO 14001 and others are working
towards accreditation.
In addition, we have on-going audits from our customers
to validate our compliance with their standards and duty
of care.
Health and Safety
The health and safety of all our employees is of paramount
concern to all management within the Group. Throughout
2006 we have grown our business through acquisition
and organic growth. To ensure the alignment of our
processes across all divisions and businesses a Group
Health and Safety Manager was appointed during
the year.
Our Health and Safety Management Structure permeates
the company at all levels, with involvement at Group,
division and business level. Legal compliance is regarded
as a minimum requirement.
Our Management System is based on OHSAS 18001,
with a number of sites already accredited to this standard.
Our consultation processes are designed to ensure
a culture of safety is integral to all our business planning
and decision making.
Significant resources have been dedicated to setting the
highest standards for environmental and health and safety
with compliance listed as an agenda item for all meetings.
On behalf of the Board:
Director: Denis Buckley 26 June 2007
Director: Philip Lynch
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One51 Annual Report and Financial Statements 2006Page 14
STATEMENTOF DIRECTORS’RESPONSIBILITIES
Irish Company law requires the directors to prepare
financial statements for each financial period which give
a true and fair view of the state of affairs of the Company
and of the Group and of the profit or loss of the Group for
that period.
Directors’ ResponsibilitiesIn preparing those financial statements the directors
are required to:
■ select suitable accounting policies and apply
them consistently;
■ make judgements and estimates that are reasonable
and prudent;
■ prepare financial statements on the going concern
basis unless it is inappropriate to presume that
the Company and the Group will continue in business.
The directors are responsible for keeping proper books of
account which disclose with reasonable accuracy at any
time the financial position of the Company and the Group
and to enable them to ensure that the financial statements
are prepared in accordance with accounting standards
generally acceptable in Ireland and comply with Irish
statute comprising the Companies Acts, 1963 to 2006 and
the European Communities (Companies: Group Accounts)
Regulations, 1992. They are also responsible for
safeguarding the assets of the Company and the Group
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
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One51 Annual Report and Financial Statements 2006 Page 15
INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF ONE FIFTY ONE PLC
We have audited the financial statements of One Fifty
One plc for the year ended 31 December 2006, which
comprise the Company Balance Sheet and Consolidated
Group Profit and Loss Account, Balance Sheet, Cash Flow
Statement, Statement of Total Recognised Gains and
Losses and the related notes.
These financial statements have been prepared under the
historical cost convention, as modified by the revaluation
of certain fixed assets, and the accounting policies set
out therein.
Respective Responsibilities of Directors and AuditorsThe directors’ responsibilities for preparing the Annual
Report and the financial statements in accordance with
applicable law and the Accounting Standards issued
by the Accounting Standards Board and promulgated
by the Institute of Chartered Accountants in Ireland
(Generally Accepted Accounting Practice in Ireland)
are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements
in accordance with relevant legal and regulatory
requirements and International Standards on
Auditing (UK and Ireland).
This report is made solely to the company’s members, as
a body, in accordance with Section 193 of the Companies
Act 1990. Our audit work has been undertaken so that we
might state to the company’s members those matters we
are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone
other than the company and the company’s members as a
body, for our audit work, for this report, or for the opinions
we have formed.
We report to you our opinion as to whether the financial
statements give a true and fair view, in accordance with
Generally Accepted Accounting Practice in Ireland and
are properly prepared in accordance with the Companies
Acts, 1963 to 2006, and the European Communities
(Companies: Group Accounts) Regulations, 2002.
We also report to you whether in our opinion:
■ proper books of account have been kept
by the company;
■ whether, at the balance sheet date, there exists
a financial situation requiring the convening of an
Extraordinary General Meeting of the company; and
■ whether the information given in the Directors’ Report
is consistent with the financial statement
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One51 Annual Report and Financial Statements 2006Page 16
In addition, we state whether we have obtained all the
information and explanations necessary for the purposes
of our audit and whether the company’s Balance Sheet
and its Profit and Loss Account are in agreement with the
books of account.
We also report to the shareholders if, in our opinion,
any information specified by law regarding directors’
remuneration and directors’ transactions is not given and,
where practicable, include such information in our report.
We read the other information contained in the Annual
Report and consider whether it is consistent with the
audited financial statements. This other information
comprises only the Directors’ Report, the Chairman’s
Statement and the Chief Executive’s Statement. We
consider the implications for our report if we become
aware of any apparent misstatements or material
inconsistencies with the financial statements. Our
responsibilities do not extend to any other information.
Basis of Audit OpinionWe conducted our audit in accordance with International
Auditing Standards (UK and Ireland). An audit includes
examination, on a test basis, of evidence relevant to the
amounts and disclosures in the financial statements.
It also includes an assessment of the significant estimates
and judgments made by the directors in the preparation
of the financial statements, and of whether the accounting
policies are appropriate to the company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain
all the information and explanations which we considered
necessary in order to provide us with sufficient evidence
to give reasonable assurance that the financial statements
are free from material misstatement, whether caused
by fraud or other irregularity or error. In forming our
opinion we also evaluated the overall adequacy of the
presentation of information in the financial statements.
OpinionIn our opinion the financial statements:
■ give a true and fair view of the state of the Group’s
and the company’s affairs as at 31 December 2006
and of the Group’s profit and cashflow for the year
then ended, and
■ have been properly prepared in accordance with
the Companies Acts, 1963 to 2006 and the European
Communities (Companies: Group Accounts)
Regulations, 2002.
We have obtained all the information and explanations we
consider necessary for the purposes of our audit. In our
opinion proper books of account have been kept by the
company. The company’s Balance Sheet is in agreement
with the books of account.
In our opinion the information given in the Directors’
Report is consistent with the financial statements.
The net assets of the company, as stated in the Balance
Sheet, are more than half of the amount of its called-up
share capital and, in our opinion, on that basis there did
not exist at 31 December 2006 a financial situation which
under Section 40(1) of the Companies (Amendment) Act,
1983, would require the convening of an extraordinary
general meeting of the company.
Duignan Carthy O’NeillRegistered Auditors, 26 June 2007.
INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF ONE FIFTY ONE PLC CONTINUED
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One51 Annual Report and Financial Statements 2006 Page 17
STATEMENT OF ACCOUNTING POLICIES
The following accounting policies have been applied in
dealing with items which are considered material
in relation to the Group financial statements.
Historical Cost ConventionThe financial statements have been prepared
in accordance with the historical cost convention.
ConsolidationThe financial statements reflect the consolidation of the
results, assets and liabilities of One51 and its subsidiaries
made up to 31 December 2006 and show the Group’s
interest in associates and joint venture using the equity
method of accounting.
Where a subsidiary, associate or joint venture is acquired,
or disposed of during the financial year, the attributable
results are consolidated from the date of acquisition,
and up to the date of disposal, respectively.
Where a significant interest is held, but not sufficient
to warrant inclusion as a subsidiary, that company is
treated as an Associated Company, with the attributable
proportion of its results being included in the Profit and
Loss Account, and being added to the carrying value
of the investment in the balance sheet.
Intangible Assets (Goodwill)Goodwill comprises the net excess cost of the Group’s
interest in subsidiary and associate undertakings over
the fair value of the separable net assets attributable
thereto at the effective date of acquisition.
Goodwill arising on acquisitions is capitalised
and reviewed on a case-by-case basis to determine
its useful economic life. Where appropriate the useful
economic life may be deemed indefinite, resulting
in no annual amortisation charge. In other cases,
it is amortised over its life, on a straight line basis,
to the Profit and Loss Account.
Where the useful economic life of goodwill exceeds
twenty years, or is deemed to have an indefinite life,
annual impairment reviews will be carried out to
ensure that carrying values remain appropriate.
If a subsidiary, associate or business is subsequently
sold or closed, any goodwill arising on acquisition that
has not been amortised through the Profit and Loss
Account is taken into account in determining the
profit or loss on sale or closure.
TurnoverTurnover represents the invoiced value of goods
and services supplied to third parties, excluding
value added tax.
Depreciation of TangibleFixed AssetsDepreciation of fixed assets is calculated by reference
to cost or valuation to write off the assets over their
estimated useful lives by equal annual instalments
as follows:
■ Buildings Over 25 to 50 years, as appropriate
■ Plant & Machinery Over 5 to 15 years, as appropriate
■ Motor Vehicles Over 3 to 5 years, as appropriate
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One51 Annual Report and Financial Statements 2006Page 18
In the case of major capital projects, pre-commissioning
costs are capitalised and written off over the life
of the asset.
Financial AssetsQuoted and Unquoted investments are stated at cost
less provisions for any permanent diminution in value.
StocksStocks are valued at the lower of cost and net realisable
value on a first-in, first-out basis. Cost, in the case
of work-in-progress and finished goods, includes labour
and an appropriate level of overheads. Net realisable
value represents estimated selling prices less completion
and selling costs.
Capital GrantsCapital grants on capital expenditure are credited
to a deferred income account. Annual transfers to income
are made from that account to amortise such grants by
equal annual instalments on the same basis as the
related assets are depreciated.
TaxationTaxation is calculated on the results for the year.
Deferred TaxationDeferred tax is provided using the liability method
on all temporary differences at the balance sheet date
which is defined as the difference between the tax bases
of assets and liabilities and their carrying amounts in the
financial statements. Deferred tax assets and liabilities
are not subject to discounting and are measured at the
tax rates that are anticipated to apply in the year in which
the asset is realised or the liability is settled.
Deferred tax liabilities are recognised for all taxable
temporary differences.
A net deferred tax asset is regarded as recoverable
and therefore recognised only when, on the basis
of all available evidence, it can be regarded as more
likely than not that there will be suitable taxable profits
from which the future reversal of the underlying timing
differences can be deducted.
PensionsThe Group policy is to fund the pension entitlement
of employees through external superannuation schemes
which are entirely independent from Group finances.
Contribution rates are determined on the basis of
independent actuarial advice. A number of subsidiary
companies within the Group operate defined contribution
pension schemes. Contributions are charged to the Profit
and Loss Account in relation to these schemes as they
fall due.
STATEMENT OF ACCOUNTING POLICIESCONTINUED
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One51 Annual Report and Financial Statements 2006 Page 19
Pension costs are recognised on a systematic basis
so that the cost of providing retirement benefits to
employees is evenly matched, so far as is possible,
to the service lives of the employees concerned. Any
excess or deficiency of the actuarial value of the assets
over the actuarial liabilities of the pension schemes is
allocated over the average expected remaining service
lives of the employees in proportion to their expected
payroll costs.
An update regarding the status of the Group’s
pension schemes is provided in note 34.
Foreign ExchangeTransactions in foreign currencies are translated at the
foreign exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are translated to
functional currency at the foreign exchange rate ruling
at that date. Foreign exchange differences arising on
transaction are recognised in the income statement.
The assets and liabilities of foreign operations,
including goodwill and fair value adjustments arising
on consolidation, are translated to euro at the foreign
exchange rates ruling at the balance sheet date.
The revenues and expenses of foreign operations
are translated to euro at the actual rates when the
transactions occurred. Foreign exchange differences
arising on translation of the net assets of a foreign
operation are recognised directly in equity,
in a translation reserve.
Exchange gains or losses on long term intra-group
loans and on foreign currency borrowings, used to
finance or provide a hedge against Group equity
investments in non-euro denominated operations,
are taken to the translation reserve to the extent that
they are neither planned nor expected to be repaid
in the foreseeable future or are expected to provide
an effective hedge of the net investment.
LeasingEquipment and vehicles held under finance leases
are capitalised, and the future lease rental included
in liabilities. The interest content of such finance lease
rentals is charged against profits over the prime lease
term. Operating lease and contract hire rentals
are charged to Profit and Loss Account as incurred.
Research and DevelopmentAll expenditure on research and development
is written off in full against the results
of the period in which it is incurred.
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One51 Annual Report & Financial Statements 2006Page 20
Year Ended31 December 2006
Continuing Acquisitions Total Operations Operations
Notes €’000 €’000 €’000
Turnover 1 97,184 24,702 121,886
Cost of sales (70,029) (16,140) (86,169)
Gross profi t 27,155 8,562 35,717
Net Operating Expenses 2 (20,403) (5,635) (26,038)
Group operating profi t 6,752 2,927 9,679
Share of operating profit of associated company 888
Profi t before exceptional items 10,567
Exceptional items 3 (874)
Profi t on ordinary activities before interest 9,693
Interest payable and similar charges:
Bank and other interest 4 (968)
Accrued coupon on CLNs 4 (4,027)
Profi t on ordinary activities before taxation 4,698
Taxation on profit on ordinary activities 9 (2,539)
Profi t on ordinary activities after taxation 2,159
Minority interests 25 373
Profi t for the fi nancial year 2,532
Dividends –
Retained profi t for the fi nancial year attributable to
equity shareholders including share of associates 2,532
On behalf of the Board
Director: Denis Buckley 26 June 2007
Director: Philip Lynch
CONSOLIDATED PROFIT AND LOSS ACCOUNTFor the year ended 31 December 2006
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One51 Annual Report & Financial Statements 2006 Page 21
Year Ended 31 December 2006
Notes €’000
Profit for the financial year 23 2,532
Currency translation differences 23 744
Total recognised gains and losses relating to the year 3,276
CONSOLIDATED STATEMENT OF TOTALRECOGNISED GAINS AND LOSSESFor the year ended 31 December 2006
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One51 Annual Report & Financial Statements 2006Page 22
Notes 31 December 31 December2006 2005
€’000 €’000
Fixed assets
Intangible assets 11 64,933 14,380
Tangible assets 12 87,726 54,955
Financial assets 13 244,489 144,524
397,148 213,859
Current assets
Stocks 14 4,137 1,711
Debtors 15 41,941 21,767
Cash at bank and in hand 33,313 2,398
79,391 25,876
Creditors: amounts falling due within one year 16 (57,470) (76,145)
Net current assets/(liabilities) 21,921 (50,269)
Total assets less current liabilities 419,069 163,590
Creditors: amounts falling due after more than one year 17 (79,281) (586)
Deferred tax asset 20 1,010 4,294
Capital grants 21 (300) (379)
Net assets 340,498 166,919
Capital and reserves
Called up share capital 22 44,943 44,509
Share premium 23 1,086 –
CLN reserve 23 167,834 –
Revenue reserves 23 123,953 121,534
Translation reserve 23 744 –
Shareholders’ funds 24 338,560 166,043
Minority shareholders’ interests 25 1,938 876
Shareholders’ funds – equity 340,498 166,919
On behalf of the Board
Director: Denis Buckley 26 June 2007
Director: Philip Lynch
CONSOLIDATED BALANCE SHEETAs at 31 December 2006
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One51 Annual Report & Financial Statements 2006 Page 23
Notes 31 December 31 December2006 2005
€’000 €’000
Fixed assets
Intangible assets – –
Tangible assets 12 23,841 22,623
Financial assets 13 237,933 161,527
261,774 184,150
Current assets
Stocks 14 – –
Debtors 15 101,615 25,117
Cash at bank and in hand 1,052 629
102,667 25,746
Creditors: amounts falling due within one year 16 (28,277) (48,893)
Net current assets/(liabilities) 74,390 (23,147)
Total assets less current liabilities 336,164 161,003
Creditors: amounts falling due after more than one year 17 (4,977) –
Deferred tax asset 20 1,785 500
Capital grants 21 – –
Net assets 332,972 161,503
Capital and reserves
Called up share capital 22 44,943 44,509
Share premium 23 1,086 –
CLN reserve 23 168,892 –
Revenue reserves 23 118,051 116,994
Shareholders’ funds – equity 332,972 161,503
On behalf of the Board
Director: Denis Buckley 26 June 2007
Director: Philip Lynch
COMPANY BALANCE SHEETAs at 31 December 2006
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One51 Annual Report & Financial Statements 2006Page 24
Notes Year Ended31 December
2006€’000
Net cash outflow from operating activities 26 (808)
Returns on investments and servicing of finance 26 (951)
Taxation paid 26 (479)
Related party balances 26 (8,132)
Capital expenditure and financial investments 26 (123,507)
(133,877)
Acquisitions 26 (49,429)
Net cash outfl ow before fi nancing (183,306)
Financing 26 172,108
Decrease in cash for the year (11,198)
RECONCILIATION OF NET CASH FLOWTO MOVEMENT IN NET DEBTFor the year ended 31 December 2006 Notes Year Ended
31 December2006
€’000
Increase in cash for the year 27 30,915
Increase in debt for the year 27 (39,359)
Changes in net debt resulting from cash flows 27 (8,444)
Increase in finance leases for the year 27 (2,754)
Movement in net debt in the year 27 (11,198)
Net cash at 1 January 2006 27 (33,457)
Net (debt)/cash at end of year 27 (44,655)
CONSOLIDATED CASH FLOW STATEMENTFor the year ended 31 December 2006
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One51 Annual Report & Financial Statements 2006 Page 25
1 Segmental Information on Turnover
Total€’000
By class of business
Recycling and Treatment 55,318
Plastics 10,980
Food 55,588
121,886
By geographical area
Ireland 111,449
United Kingdom 10,437
121,886
Further segmental information has not been given as, in the opinion of directors, to do so would be prejudicialto the interests of the Group.
2 Operating Expenses/(Income)
Total€’000
Distribution costs 5,173
Sales & marketing expenses 3,967
Administration costs (net) 13,701
Depreciation & amortisation 4,993
Other operating expenses/(income) (1,796)
26,038
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006Page 26
3 Exceptional ItemsYear Ended
31 December 2006€’000
Reorganisation and restructuring of continuing operations 835
Other 39
874
4 Interest Payable and Similar ChargesYear Ended
31 December 2006€’000
On bank loans, overdrafts and other loans wholly repayable within five years 317
On finance leases 151
On deferred consideration 438
On bank loans and overdrafts – associates 62
Bank and other interest 968
Accrued interest on CLNs 4,027
4,995
On 23 April 2007, the Board of Directors wrote to all CLN holders offering them an option to convert their loannotes (including accrued interest) into ordinary shares in One51 on 29 June 2007, if they so wished.
94% of the holders (representing €142 million in value) of the two CLN issues made the decision in June 2007 toconvert into ordinary shares of One51. €3.5 million of the accrued interest on CLNs stated above relates to theseCLN holders and will convert into ordinary shares rather than become payable in cash.
5 Statutory and Other InformationYear Ended
31 December 2006€’000
■ Auditors’ remuneration – for audit 177
– for non-audit services –
■ Depreciation of: – Owned tangible fixed assets 4,868
– Leased tangible fixed assets 125
■ Capital grants amortised (79)
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006 Page 27
6 Profi t Attributable to One Fifty One plcA profit for the year after taxation and attributable to ordinary shareholders amounting to €1,057,614 has beenaccounted for in the financial statements of the Holding Company. As permitted by Section 3 (2) of the CompaniesAmendment Act, 1986, a separate Profit and Loss Account of the Holding Company is not presented.
7 Directors’ RemunerationYear Ended
31 December 2006€’000
Salaries to executive directors (including benefits in kind) 1,183
Fees to non-executive directors 100
Other remuneration including pension contributions 93
1,376
8 Staff Numbers and CostsYear Ended
31 December 2006No. of Employees
Administration/management 108
Operations 534
642
The aggregate payroll costs of these employees were as follows:Year Ended
31 December 2006€’000
Wages and salaries 23,811
Social welfare costs 1,906
Other pension costs 614
26,331
9 Taxation on Profi t on Ordinary ActivitiesYear Ended
31 December 2006€’000
Current tax
Ireland – current corporation tax 200
Overseas – current corporation tax 645
845
Share of associates corporation taxation 62
907
Overprovision in respect of prior year (921)
Deferred taxation debit 2,553
2,539
In calculating the corporation tax liability for the year no deduction can be claimed for the accrued intereston the CLNs as a deduction can only be claimed when the interest is paid in cash (see Note 31).
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006Page 28
10 Acquisitions of SubsidiariesAt 31 December
2006€’000
Net assets acquired (excluding cash) 9,506
Fair value adjustment 1,644
Less minority interest (1,435)
Group Share of Net Assets Acquired 9,715
Total Consideration including Costs of Acquisition:
– Cash payment 53,676
– Cash acquired (5,391)
– Deferred consideration 10,878
– Capitalised costs 1,144
Total Consideration 60,307
The information relating to each individual acquisition is not disclosed as, in the opinion of the directors,this is considered to be commercially sensitive information.
The deferred consideration relating to acquisitions is recorded at the present value of future paymentsusing a discount rate approximating to cost of funds.
11 Intangible Assets (Goodwill)At 31 December At 31 December
2006 2005€’000 €’000
Group
Cost
At 1 January 2006 14,956 11,385
Provision for diminution – (5,122)
Adjustment and reclassification to goodwill (52) –
Acquisitions in year 50,592 8,693
Other 13 –
At 31 December 2006 65,509 14,956
Amortisation
At 1 January 2006 (576) (384)
Amortisation in year – (192)
At 31 December 2006 (576) (576)
Net Book Value 64,933 14,380
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006 Page 29
12 Tangible Assets(i) Tangible Fixed Assets (Group)
Land and Plant and Motor Buildings Machinery Vehicles Total
€’000 €’000 €’000 €’000
Group
Cost/Valuation
At 1 January 2006 34,111 44,022 2,514 80,647
Additions in year 20,839 8,334 418 29,591
Relating to acquisitions 4,965 13,351 556 18,872
Disposals in year (1,415) (8,809) (104) (10,328)
At 31 December 2006 58,500 56,898 3,384 118,782
Depreciation
At 1 January 2006 1,772 22,318 1,602 25,692
Charge for the year 274 4,301 418 4,993
Relating to acquisitions 340 5,521 70 5,931
Disposals in year (522) (5,002) (36) (5,560)
At 31 December 2006 1,864 27,138 2,054 31,056
Net Book Value
At 31 December 2006 56,636 29,760 1,330 87,726
At 31 December 2005 32,339 21,704 912 54,955
(ii) Tangible Fixed Assets (Company)Land and Plant and Motor
Buildings Machinery Vehicles Total€’000 €’000 €’000 €’000
Company
Cost
At 1 January 2006 22,000 528 182 22,710
Additions in year 78 1,356 5 1,439
At 31 December 2006 22,078 1,884 187 24,149
Depreciation
At 1 January 2006 – 10 77 87
Charge for the year – 191 30 221
At 31 December 2006 – 201 107 308
Net Book Value
As at 31 December 2006 22,078 1,683 80 23,841
As at 31 December 2005 22,000 518 105 22,623
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006Page 30
13 Financial Assets(i) Financial Assets Group Company
At 31 December At 31 December At 31 December At 31 December2006 2005 2006 2005
€’000 €’000 €’000 €’000Cost as at 1 January 2006 139,810 – 161,527 –
Transferred from Irish Agricultural Wholesale Society Ltd – 139,810 – 147,449
Additions during the year 103,225 – 76,656 14,881
Disposals during the year (3,648) – (250) (803)
Cost as at 31 December 2006 239,387 139,810 237,933 161,527
The cost of quoted investments held by the Group at 31 December 2006 is €217 million. The market value on thatdate was €436 million. The cost of quoted investments held by the Company at 31 December 2006 is €171 million.The market value on that date was €395 million.
(ii) Investment in Associate Group Company
At 31 December At 31 December At 31 December At 31 December2006 2005 2006 2005
€’000 €’000 €’000 €’000
As at 1 January 2006 4,714 – – –
Transferred from Irish Agricultural Wholesale Society Ltd – 4,714 – –
Share of operating profits for the year 888 – – –
Less: Group share of associate’s tax charge for the year (62) – – –
Less: Group share of associate’s interest charge for the year (62) – – –
Less: Dividends received from associate (376) – – –
As at 31 December 2006 5,102 4,714 – –
Total Financial Assets as at 31 December 2006 244,489 144,524 237,933 161,527
14 Stocks Group Company
At 31 December At 31 December At 31 December At 31 December2006 2005 2006 2005
€’000 €’000 €’000 €’000
Raw materials and consumables 3,632 1,507 – –
Finished goods and goods for resale 505 204 – –
4,137 1,711 – –
There are no material differences between the replacement cost of stock and the balance sheet amounts.
15 Debtors Group Company
At 31 December At 31 December At 31 December At 31 December2006 2005 2006 2005
€’000 €’000 €’000 €’000
Amounts falling due within one year
Trade debtors 23,606 10,982 346 –
Amounts owed by group undertakings – – 97,550 20,385
Amounts owed by related parties 13,723 3,984 1,808 2,267
Prepayments and accrued income 4,346 5,831 1,891 2,145
Taxes recoverable – 970 – 320
Other debtors 266 – 20 –
41,941 21,767 101,615 25,117
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006 Page 31
16 Creditors: Amounts falling due within one year Group Company
At 31 December At 31 December At 31 December At 31 December2006 2005 2006 2005
€’000 €’000 €’000 €’000
Loans and other borrowings (note 18)Bank loans and overdrafts 9,563 34,893 – –Obligations under finance leases and hire purchase contracts 1,755 375 – –
11,318 35,268 – –Creditors
Trade creditors 17,522 12,381 442 349Other creditors including tax and social welfare 3,580 – – –Amounts owed to group undertakings – – 13,450 30,481Amounts owed to related parties 1,607 – 3,027 621Accruals and deferred income 18,901 23,747 9,032 13,086Deferred consideration 3,360 2,000 1,481 2,000Taxation 1,182 2,749 845 2,356
57,470 76,145 28,277 48,893
17 Creditors: Amounts falling due after more than one year Group Company
At 31 December At 31 December At 31 December At 31 December2006 2005 2006 2005
€’000 €’000 €’000 €’000
Loans and other borrowings
Bank loans (Note 18) 64,690 – – –Deferred consideration on acquisition 8,604 – 4,977 –
73,294 – 4,977 –Trade creditors and accruals (i) 4,027 – – –
Finance lease obligations 1,960 586 – –
79,281 586 4,977 –
(i) Includes CLN interest (see note 4)
18 Details of BorrowingsWithin Between one & Between two &
one year two years fi ve years Total€’000 €’000 €’000 €’000
Group
Repayable other than by instalments:Bank overdrafts (i) (9,563) – – (9,563)
Repayable by instalments:Bank loans (i) – – (64,690) (64,690)Obligations under finance leases andsimilar hire purchase contracts (1,755) (1,960) – (3,715)
(11,318) (1,960) (64,690) (77,968)
(i) The bank loans are secured against certain property and other assets of the One51 Group.
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006Page 32
19 Long Term Incentive PlanThe Group is continuing the establishment and roll-out of a Long Term Incentive Plan (‘LTIP’) for certain employeesof the Group which will provide for the granting of various share awards to include share options. The LTIP willprovide the Group with a valuable tool. The LTIP will be structured to provide an overall framework within whichvarious types of share awards may be used by the Board to incentivise, retain and reward senior executives fordriving the achievement of superior financial targets. The economic cost to the Group and the shareholders of thevarious reward schemes will be controlled through an overall 15% limit. Within the prescribed limit, the Board willcontrol the level of participation by individuals.
During the year, certain employees were awarded restricted shares under the Annual Executive Bonus Plan (the‘Plan’), one of the share schemes under the LTIP. The purpose of the Plan is to retain, reward and motivate certainemployees of the Group and in certain cases to assist in recruiting senior executives to the Group. During theyear ended 31 December 2006, 434,286 restricted ordinary shares were awarded to employees of the Group. Theshares generally are restricted for the earlier of three years and one week after the date of award or the death of anaward holder. Restricted shares are entitled to vote and receive dividends but may not be transferred during theperiod of restriction.
20 Deferred Tax AssetGroup Company€’000 €’000
At 1 January 2006 4,294 500
(Charged)/credited during year (2,553) 1,285
Acquired during the year (731) –
At 31 December 2006 1,010 1,785
Deferred taxation
The amounts provided for deferred taxation arise from losses forward and temporary timing differences.There are no material unprovided amounts.
21 Capital Grants Group Company
At 31 December At 31 December At 31 December At 31 December2006 2005 2006 2005
€’000 €’000 €’000 €’000
At 1 January 2006 379 459 – –
Amortised in year (79) (80) – –
At 31 December 2006 300 379 – –
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006 Page 33
22 Called up Share CapitalAt 31 December
2006€’000
Authorised
200,000,000 ordinary shares of €1 each 200,000
200,000
Allotted, called up and fully paid
Equity shares
Opening balance at 1 January 2006: 44,508,900 ordinary shares of €1 each 44,509
Issued shares: 434,286 ordinary shares of €1 each 434
Closing balance at 31 December 2006: 44,943,186 ordinary shares of €1 each 44,943
23 Reserves
CLN Share Translation Profit & LossReserve Premium Reserves Account Total
€’000 €’000 €’000 €’000 €’000
Group
At 1 January 2006 – – – 121,534 121,534
Share premium on issue of new shares i – 1,086 – – 1,086
Reserve created on the issue of CLNs ii 167,834 – – – 167,834
Reserve arising on the translation of foreign currency – – 744 – 744
Reclassification of Revenue Reserves to Goodwill – – – (113) (113)
Group share of retained profits for the year – – – 2,532 2,532
At 31 December 2006 167,834 1,086 744 123,953 293,617
Group 167,834 1,086 744 123,190 292,854
Associate – – – 763 763
Total 167,834 1,086 744 123,953 293,617
Company
At 1 January 2006 – – – 116,994 116,994
Share premium on issue of new shares – 1,086 – – 1,086
Reserve created on the issue of CLNs 168,892 – – – 168,892
Retained profit for the year – – – 1,057 1,057
At 31 December 2006 168,892 1,086 – 118,051 288,029
(i) The share premium arises on the issue of restricted shares to certain employees during the year asoutlined in note 19 above.
(ii) During the year the Company issued CLNs pursuant to two separate CLN offers. In accordance withFinancial Reporting Standard 25 ‘Financial Instruments – Disclosure and Presentation’ these CLNs havebeen accounted for as equity instruments and a reserve has been created to reflect this accounting
treatment.
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006Page 34
24 Reconciliation of Movements in Shareholders’ FundsAt 31 December
2006€’000
Total recognised gains and losses for the year 3,276CLN reserve 167,834Nominal value of shares issued 434Share premium on shares issued 1,086
Reclassification to goodwill (113)
Net increase in shareholders’ funds 172,517
Shareholders’ funds at 1 January 2006 166,043
Shareholders’ funds at 31 December 2006 338,560
The shareholders’ funds are all attributable to the equity shares.
25 Minority InterestAt 31 December
2006€’000
Minority interest at 1 January 2006 876On acquisition 1,435
Share of results for the period (373)
Minority interest at 31 December 2006 1,938
26 Analysis of headings grouped in cash fl ow statementAt 31 December
2006€’000
Profit on ordinary activities before taxation 4,698Depreciation and amortisation of tangible fixed assets 4,993Interest payable and similar charges 4,995Share of operating profit of associated undertakings (888)Gain on disposal of investments (890)Grants amortised (79)
Cash inflow before working capital 12,829Increase in stocks (803)Increase in debtors (5,386)Decrease in creditors (7,448)
Net Cash Outfl ow from Operating activities (808)
Return on Investment & Servicing of Finance:
Interest Paid (951)
(951)
Taxation:
Corporation tax paid during the year (479)
(479)
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006 Page 35
26 Analysis of headings grouped in cash fl ow statement (continued)At 31 December
2006€’000
Related party balances:
Movement in related party balances (8,132)
(8,132)
Capital expenditure and fi nancial investments:
Purchases of tangible fixed assets (29,591)
Disposal of tangible fixed assets 267
Purchases of financial assets (98,723)
Disposal of financial assets 4,540
(123,507)
Acquisitions:
Cost of acquiring subsidiaries – net of cash acquired (48,285)
Acquisition costs paid (1,144)
(49,429)
Financing:
Finance lease drawdowns/(repaid) – net 2,754
Convertible loan notes 167,834
Share Issue 1,520
172,108
Decrease in Cash (11,198)
27 Analysis of changes in net debt during the year2005 Cash fl ows 2006
€’000 €’000 €’000
Cash 2,398 30,915 33,313
Overdrafts (6,136) (3,427) (9,563)
Term Loans (28,758) (35,932) (64,690)
(32,496) (8,444) (40,940)
Finance leases (961) (2,754) (3,715)
Net debt (33,457) (11,198) (44,655)
28 CommitmentsDuring the year One51 entered into agreements with two private equity funds to contribute a total of €25 millionto investment opportunities as they arise. Subsequent to the year end, contributions were made totalling €4.65million to specific investments.
Commitments in relation to contracted capital expenditure at the end of the year amounted to €335,000.
NOTES(forming part of the financial statements)
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29 ContingenciesIn the opinion of the Directors, there are no material contingent liabilities that require separate disclosurein respect of the Company or the Group.
30 Bank SecurityThe Group entered into a five year syndicated bank facility on 15 December 2006 totalling €280 million.These facilities are secured on certain assets of the parent and a number of subsidiary companies.
31 Convertible Loan Notes (‘CLNs’)The main terms of the CLNs issued on 13 January 2006 and on 20 July 2006 by One Fifty One plc (‘One51’)are outlined below (should not be substituted for original CLN offer documentation):
1. Convertible Loan Notes issued on 13 January 2006
1.1 Conversion on an Initial Public Offering or Trade Sale
The noteholders shall be entitled to convert all but not part of their CLNs (including accrued but unpaid interest)into Ordinary Shares on the notification to them by the Company of the occurrence of one of the following(‘Conversion Event’):
(a) an initial public offering of the shares of the Company; or
(b) the sale of 51% or more of the issued share capital of the Company; or
(c) the sale of the whole or a substantial part of the business and assets of the Company.
The Company will be required to notify the noteholders of their right to convert on the occurrence of any one of theevents described above. The noteholders will then have a period of 20 working days from notification to notify theCompany of their intention to convert their CLNs into Ordinary Shares, failing which they will lose forever the rightto convert their CLNs into Ordinary Shares.
1.2 Conversion after Three Years
On the third anniversary of the issue of the CLNs, each noteholder will become entitled to convert not less than50% of his CLNs (including accrued but unpaid interest) into Ordinary Shares, provided that a Conversion Eventhas not previously occurred. The noteholders will have 60 days from the third anniversary of the issue of theCLNs to notify the Company of their intention to convert their CLNs into Ordinary Shares.
1.3 Conversion after Five Years
From the fifth anniversary of the issue of the CLNs, provided that a Conversion Event has not previously occurred,each noteholder will become entitled to convert not less than 50% of his CLNs (including accrued but unpaidinterest) into Ordinary Shares during the following periods:
(a) a period of 60 days beginning on the fifth anniversary of the issue of the CLNs;
(b) a period of 14 working days following notification by the Company that it intends to redeem the CLNs;
(c) on an annual basis, a period of 10 working days following the earlier of i) the announcement of theannual results or ii) the publication of the audited accounts of the Company.
1.4 Redemption
If a Conversion Event has occurred and the noteholder has not elected to convert his CLNs into Ordinary Sharesunder paragraph 1.1 above, the right of conversion is lost forever, and the Company shall be entitled to redeemthe CLNs at any time.
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006 Page 37
31 Convertible Loan Notes (continued)If a noteholder does not elect to convert a minimum of 50% of his CLNs into Ordinary Shares within 60 daysof the fifth anniversary of the issue of the CLNs in accordance with paragraph 1.3 above, the Company shallbe entitled to redeem the CLNs held by that noteholder at any time thereafter.
The Company shall never be required to redeem the CLNs unless a specified event of default has occurredin relation to the Company.
Payment of any principal and interest in respect of the CLNs is subordinated to all monies owing in respectof bank debt.
1.5 Coupon
Interest will accrue on the principal amount outstanding on the CLNs from the date of issue at a rate of 4.0% perannum compounded annually in arrears. Interest payments accrued from years one to five inclusive will be rolled-up and will become convertible into Ordinary Shares on the same terms as the principal of the CLNs. However,if conversion has not occurred by the end of year five, the interest payments from years one to five inclusive shallbe payable in cash on the fifth anniversary of the issue of the CLNs or upon the redemption of the CLNs if earlier.Interest on the CLNs accruing after the fifth anniversary of the issue of the CLNs shall be payable in cash onan annual basis in arrears commencing on the sixth anniversary of the issue of the CLNs, unless the CLNs areconverted or redeemed prior to this date.
1.6 Conversion Price
The CLNs are convertible into ordinary shares at a share price of €3.37.
2. Convertible Loan Notes issued on 20 July 2006
2.1 Conversion on an Initial Public Offering or Trade Sale
Noteholders will be entitled to convert not less than 100% of their CLNs (including accrued but unpaid interest)into Ordinary Shares on the occurrence of one of the following events (‘Conversion Event’):
(a) an initial public offering of the shares in the Company on a recognised Stock Exchange; or
(b) the sale of 51% or more of the issued share capital of the Company; or
(c) the sale of the whole or a substantial part of the business and assets of the Company; or
(d) a merger transaction pursuant to which the Company issues new shares equal to 50% or greaterof the issued share capital of the Company.
The Company will be required to notify the noteholders of their right to convert on the occurrence of any oneof the events described above. The noteholders will then have a period of 60 days from notification to notifythe Company of their intention to convert their CLNs into Ordinary Shares.
In the case of a Conversion Event under (d) above, the entitlement to convert will commence 12 months fromthe date of the merger transaction (but will in any event cease on 30 April 2011).
If a noteholder fails to exercise his/her conversion right on the occurrence of a conversion event, then, in suchcircumstances the noteholder will not be entitled to convert any of the CLNs pursuant to paragraph 2.2.
2.2 Conversion at 28 February 2011
On 28 February 2011, provided that a Conversion Event has not previously occurred, each noteholder will becomeentitled to convert not less than 100% of his CLNs (including accrued but unpaid interest) into Ordinary Shares.The noteholders will have 60 days from 28 February 2011 to notify the Company of their intention to convert theirCLNs into Ordinary Shares.
NOTES(forming part of the financial statements)
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31 Convertible Loan Notes (continued)
2.3 Conversion Prior to 28 February 2011
The Company may (but shall not be obliged to) by Notice in writing to all noteholders invite noteholders to convertall (but not some only) of their CLNs at certain time(s) prior to 28 February 2011 at the Conversion Price set out inparagraph 2.5.
2.4 Redemption
To the extent that a noteholder has not converted all his CLNs pursuant to paragraphs 2.1 to 2.3 (inclusive) above,then from 30 April 2011 onward the Company will have the option to redeem the CLNs (including any accrued butunpaid interest) for cash at its absolute discretion. The Company shall never be required to redeem the principalamount of the CLNs unless a specified event of default has occurred in relation to the Company.
2.5 Conversion Price
The CLNs are convertible into Ordinary Shares in the Company at a share price of €4.00.
2.6 Coupon
Interest will accrue on the principal amount outstanding on the CLNs from the date of issue at a rate of 4%compounded annually in arrears. Interest will be rolled up and will become convertible into Ordinary Shares onthe same terms as the principal amount of the CLNs on the occurrence of a Conversion Event or conversion at 28February 2011. However, if conversion has not occurred by 28 February 2011, the rolled-up interest will becomepayable in cash at the end of the 60 day notice period following this date. Thereafter, interest will be paid annuallyin cash in arrears.
32 Post Balance Sheet EventsOn 1 January 2007, One51 acquired 95% of Resmar Group A.G., a leading electronic recycler in Switzerland.
On 30 January 2007, the Group acquired the trade and assets of Thormac Engineering Ltd, an injection mouldingcompany based in Shannon, Ireland.
On 30 January 2007, the Group acquired the trade and assets of a recycling and treatment business locatedin Croydon, London and this represents the first step in the group’s expansion plans into the South East of theUnited Kingdom.
Holders of CLNs issued on 13 January 2006 approved at a meeting in March 2007 that legal documentation beamended to enable the company invite all noteholders (by notice in writing to all noteholders) to convert all oftheir Notes (including accrued but unpaid interest) at the conversion price set out in Note 31 (1.6).
On 7 February 2007, the Society effected a share exchange with its members whereby the shares held by theSociety in One51 were passed back to the members of the Society in exchange for the cancellation of sharesthe members held in the Society itself. From this date One51 ceased to be a subsidiary company of the Society.
On 23 April 2007, the Board of Directors wrote to all CLN holders offering them an option to convert their loannotes (including accrued interest) into ordinary shares in One51 on 29 June 2007, if they so wished. 94% of theholders (representing €142 million in value) of the two CLN issues made the decision in June 2007 to convertinto ordinary shares of One51.
On the 17 May 2007, One51 Group acquired 100% of the issued share capital of Reclamet Ltd, an End of LifeVehicle recycler based in Kent, UK.
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006 Page 39
32 Post Balance Sheet Events (continued)In early April 2007, the One51 Group and Doyle Shipping Limited formed a consortium with regard to making a possibleoffer for Irish Continental Group Limited (‘ICG’). The One51 Group has acquired options to purchase 2,642,189 ordinaryshares in ICG. On 14 June 2007, the One51 Group together with Doyle Shipping Limited announced that they hadreached an agreement with the Independent Board of ICG on the terms of a recommended acquisition for cash of theentire issued and to be issued share capital of ICG by means of a scheme of arrangement The cash considerationvalues the entire issued and to be issued share capital of ICG at approximately €560.9 million. This process was stillongoing at the time of signing the financial statements.
33 Key Operating Subsidiaries, Associates and Joint VenturesName Registered Country of Proportion held by Principal activity
Offi ce Incorporation Company Subsidiary
Andrew and Mark Smith Metals Ltd ii United Kingdom 100% Metal Recycling
Cullen Environmental Services Ltd i Ireland 100% Recycling and Treatment
Enplast Ltd i Ireland 100% Manufacturer of Polyproplene Sheeting
Glassdon Ltd iii Northern Ireland 72.50% Glass & Dry Recycling
Irish Pride Bakeries Ltd i Ireland 100% Manufacturer andDistribution of Bread Products
One Fifty One Capital Ltd i Ireland 100% Investment Company
One Fifty One Services Ltd i Ireland 100% Management ServicesCompany
One Fifty One Treasury Services i Ireland 100% Treasury Services Company
Pinilla Ltd i Ireland 100% Intermediate holding Company
Plunkett Holdings UK Ltd iv United Kingdom 100% Intermediate holding Company
Premier Proteins (2000) Ltd i Ireland 100% Rendering
Renore Ltd vi Ireland 50% Joint Venture vehicle holdingGreenore Port investment
Protech Performance Plastics Ltd i Ireland 100% Injection Moulding Company
Returnbatt Ltd i Ireland 100% Battery Recycling
Rilta Environmental Ltd i Ireland 100% Recycling and Treatment
Soils Environmental Services Ltd i Ireland 100% Recycling and Treatment
Tallgrove Properties Ltd iii Northern Ireland 72.50% Property Company
TechRec Ireland Ltd i Ireland 51% Electronic Recycling
TechRec (NI) Ltd v Northern Ireland 70% Electronic Recycling
(i) Registered Office is 151 Thomas Street, Dublin 8.
(ii) Registered Office is Darbishire Street, Off Waterloo Street, Bolton, BL1 2TN, United Kingdom.
(iii) Registered Office is 52 Creagh Road, Toomebridge, Co. Antrim BT41 3SE, Northern Ireland.
(iv) Registered Office is 80–83 Long Lane, London EC1A 9ET, United Kingdom.
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006Page 40
33 Key Operating Subsidiaries, Associates and Joint Ventures (continued)(v) Registered Office is 110 Trewmont Road, Killyman, Dungannon, Northern Ireland.
(vi) Registered Office is Dublin Port Company, Port Centre, Alexandra Road, Dublin 1.
A full list of subsidiaries, associates and joint venture will be filed with the relevant Registrar of Companies.
The Group has shareholdings of 25.52% and 26.89% in NTR plc and Augean PLC respectively. The Group doesnot exercise significant influence over the operating policies of these entities. Therefore, in the opinion of thedirectors these shareholdings are investments and are treated as financial assets in the financial statementsof the Group.
34 Pension InformationThe parent company of One Fifty One Plc, the Irish Agricultural Wholesales Society Limited (‘the Society’)was formerly a member of The IAWS Group & Society Pension Scheme/Superannuation Fund (‘the combinedscheme’). A decision was made to wind up the Combined Scheme with effect from 7 September 2005.
With effect from 8 September 2005, the Society established the One Fifty One Limited Pension Scheme (the‘One51 Scheme’) to provide benefits to those employees of the Society, One51 and its subsidiaries who hadpreviously participated in the Combined Scheme. The One51 Scheme, like the Combined Scheme, is a definedpension scheme. Following the completion of the wind up process of the Combined Scheme by its principalSponsoring Employer in 2006, a transfer payment representing the Society’s share of the Combined Scheme’sfunds was made to the One51 Scheme.
The disclosures required under Financial Reporting Standard 17 ‘Retirement Benefits’ (FRS 17) are outlinedbelow. The Group has not recognised the Service Cost and Finance Income charges/credits in the Profit andLoss Account for 2006 as these have been offset by accruals. Charges/credits relating to these items will befully recognised in the Profit and Loss Account going forward.
The Group operates a number of defined benefit schemes with assets held in separate trustee administered funds.The two material defined benefit schemes are the One Fifty One Limited Pension Scheme and the Irish PrideBakeries Limited Plan.
The date of the most recent full actuarial valuation of the One Fifty One Limited Pension Scheme was 1 August2006. The agreed company contribution rate for the period 1 August 2006 to 1 August 2009 is 23.6% ofpensionable salaries. The date of the most recent full actuarial valuation of the Irish Pride Bakeries Limited Planwas 1 October 2003. The agreed company contribution rate for the period 1 October 2004 to 1 October 2007is 9.5% of pensionable salaries.
The valuation of the defined benefit schemes under FRS17 at 31 December 2006 has been based on the resultsof the most recent full actuarial valuations. These valuations have been updated by an independent actuary totake account of the requirements of FRS17 in order to assess the liabilities at the balance sheet date. Assetsare stated at their mid-market value.
FRS 17 Disclosures
The financial assumptions used to calculate the schemes’ liabilities under FRS 17 as at 31 December 2006were as follows:
Discount rate 4.75%
Inflation rate 2.50%
Salary increases 4.00%
Pension increases (2007/2008/2009) 2.75%/2.50%/0.00%
NOTES(forming part of the financial statements)
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One51 Annual Report & Financial Statements 2006 Page 41
34 Pension Information (continued)The value and distribution of the assets in the schemes, the expected rates of return and the schemes’ liabilitiesas at 31 December 2006 were:
Expected Asset Distribution and Value atReturn 31 December 2006
€’000
Equities 7.5% 6,338
Bonds 3.5% 2,095
Property – –
Other – –
Present value of schemes’ assets 8,433
Present value of schemes’ liabilities 8,138
Net surplus in schemes’ 295
The financial assumptions used to calculate the schemes’ service costs for the year ended 31 December 2006were as follows:
Discount rate 4.25%
Inflation rate 2.50%
Salary increases 4.00%
Pension increases (2007/2008/2009) 2.75%/2.50%/0.00%
Service Cost: Year Ended 31 December 2006
€’000
Current service cost 489
Past service cost 40
Settlements and curtailments (40)
Total Service Costs 489
Analysis of amounts to be credited to other Finance Income:€’000
Interest on schemes’ liabilities 397
Expected return on schemes’ assets (427)
Other Finance Income (30)
Analysis of amount to be recognised in Statement of Recognised Gains and Losses (STRGL):€’000
Actual return less expected return on scheme assets (134)% of schemes’ assets 1.6%Experience gains/(losses) on schemes’ liabilities (303)% of schemes’ liabilities 3.7%Changes in assumptions 665
% of schemes’ liabilities 8.2%
Actuarial gain to be recognised in STRGL 228
The actuarial gain on the schemes has not been recognised in the Consolidated Balance Sheet as it is notconsidered material.
NOTES(forming part of the financial statements)
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34 Pension Information (continued)Movement in surplus/(deficit) during the year:
€’000
Surplus/(Deficit) at beginning of year (2,863)
Movement in year:
Current service cost (489)
Company contributions 3,389
Past service costs (40)
Settlements and curtailments 40
Other inance income 30
Actuarial gain 228
Surplus/(Deficit) at end of year before deferred tax 295
35 Approval of fi nancial statementsThe board of directors approved these financial statements on 26 June 2007.
NOTES(forming part of the financial statements)
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151 Thomas Street, Dublin 8, Ireland T: +353 (0)1 612 1151 F: +353 (0)1 612 1210
E: info@one51.com www.one51.com
This Annual Report is printed on environmentally friendly stock, which is produced from Sustainable Forests,
30% Mill Broke/Post Consumer Waste.
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