Apetit Plc, Stock Exchange Release on August 9th, 2016 at 9:30 a.m. EET
Apetit Plc will publish its half year financial report for January-June 2016 on
Tuesday 16th August 2016 at 8:30 a.m. Finnish time.
Apetit Plc, Stock Exchange Release on August 9th, 2016 at 9:30 a.m. EET
A briefing (in Finnish) for analysts and media will be held on the same day at
10:00 a.m. in Hotel Scandic Simonkenttä, meeting room Espa, (address: Simonkatu
9, Helsinki). The presentation material will be also published on company web
pages at www.apetitgroup.fi/en after the event.
In the briefing Apetit Plc’s CEO Juha Vanhainen presents the second quarter
financial report and gives more information about other actual matters.
Please inform of your participation to Mrs Tuija Österberg, tel. +358 10 402
2110 or e-mail .
Apetit Plc
Juha Vanhainen
CEO
For more information, please contact:
Mikko Merisaari, Manager, Communications and IR, tel. +358 10 402 4041
Copies to:
Nasdaq Helsinki
Main media
www.apetitgroup.fi/en
Apetit Plc, Stock Exchange Release, June 2, 2016 at 9:45 a.m.
Apetit Plc, Stock Exchange Release, June 2, 2016 at 9:45 a.m.
Apetit Plc has assigned a total of 1.389 shares (APETI) on June 2, 2016 (other
conveyance) as a reward to the Chairman, Deputy Chairman and members of the
Board. The assignment value is EUR 17.625,02 in total, which corresponds
approximately to EUR 12.69 per share. Taking into account the above-specified
conveyances, the company holds a total 119,504 shares.
Apetit Plc’s Supervisory Board decided in April 28, 2016, that the Chairman
will receive an annual remuneration of EUR 39,060, the Deputy Chairman will
receive EUR 24,120 and the Board members EUR 19,560. A total of 50 per cent of
the annual remuneration will be in cash and the remaining 50 per cent in the
form of Apetit Plc's shares held by the company at the current value of the
share at the time of transfer. The remuneration was decided to be paid in four
equal value share and cash payments in June, September, December and March.
Apetit Plc, Stock exchange release, 12 May 2016 at 08:30 a.m.
Apetit Plc, Stock exchange release, 12 May 2016 at 08:30 a.m.
This is a summary of the Interim Report January - March 2016. The complete
Interim Report, including tables of financial information, is attached to this
release and can be downloaded from the company’s website at
www.apetitgroup.fi/en.
January – March
-- Consolidated net sales amounted to EUR 87.5 (91.5) million
-- Operational EBITDA was EUR 0.6 (0.2) million
-- Operational EBIT was EUR -1.0 (-1.6) million
-- The profit for the period came to EUR -2.2 (-2.3) million, and earnings per
share amounted to EUR -0.35 (-0.31).
The information in this Interim Report has not been audited. The figures in
parentheses are the equivalent figures for the same period in 2015, and the
comparison period means the corresponding period of the previous year, unless
stated otherwise.
The profit guidance remains unchanged The Group’s full-year operational EBIT is
expected to improve year-on-year (EUR 2.6 million in 2015). Due to the seasonal
nature of the Group’s operations, a high proportion of the annual profit is
accrued in the second half of the year.
Juha Vanhainen, CEO:
“I am satisfied with the Group’s profitability trend compared with the previous
year. We will continue to work to improve operational profitability. I am
particularly pleased with the improvement in the profitability of the Seafood
segment, which has been experiencing difficulties for a long time, in all of
its countries of operation. The measures implemented within the profitability
programmes are producing results and I anticipate this development to continue.
Market prices in grain trading declined at the beginning of the year and this
lowered activity and increased uncertainty on the markets.
On our Capital Market Day held on 1 March 2016 we presented our new strategy
for the 2016–2018 period. Our strategy is to improve Apetit’s profitability and
make Apetit the leader in vegetable-based food solutions. Renewal will be
accelerated by investing in new food solutions and in product development in
current product lines, in increasing added value and in service development,
especially by exploiting digitalisation. In Oilseed Products we will focus on
strengthening product leadership and increasing the level of added value. In
the Grain Trade our goal is to grow in the Baltic region. In Seafood our goal
is to become the most efficient producer of volume and added-value products as
a retail trade partner.
The desire to grow and renew are significant drivers of our strategy. At the
beginning of March we announced that we would be launching a new food solution,
Apetit Tuorekset, on the market in the autumn. We have started piloting these
products in over 70 retail trade stores in April. Tuorekset are diverse,
consumer-packaged, ready-to-use vegetables. As they are pre-washed, peeled and
chopped they are always ready for use in various dishes and meal preparation
situations. In the development of the Tuorekset products we focused in
particular on retaining freshness and on developing a packaging solution to
support this. Based on consumer research and preliminary feedback from shops we
believe the new concept has strong sales potential.
In line with our new vision we want to be a leader in creating completely new,
digital solutions for food and services for the food supply chain from primary
producers to consumers. Our innovation project “Digital services for food” that
was planned at the beginning of the year received a positive funding decision
from the Finnish Funding Agency for Innovation (Tekes) at the end of April and
we have launched work to develop a new type of digital consumer service
ecosystem to meet the changing needs of food consumption.”
GROUP-LEVEL KEY FIGURES
EUR million Q1 Q1 Change 2015 Rolling
2016 2015 12 m
--------------------------------------------------------------------------------
Net sales 87.5 91.5 - 4% 380.8 376.9
--------------------------------------------------------------------------------
Operational EBITDA 0.6 0.2 8.5 8.9
--------------------------------------------------------------------------------
Operational EBIT -1.0 -1.6 2.6 3.2
--------------------------------------------------------------------------------
Operating profit -1.0 -1.6 -1.0 -0.4
--------------------------------------------------------------------------------
Profit for the period -2.2 -2.3 -4.6 -4.5
--------------------------------------------------------------------------------
Earnings per share, EUR -0.35 -0.31 -0.69 -0.73
--------------------------------------------------------------------------------
Equity per share, EUR 18.52 19.63 19.53
--------------------------------------------------------------------------------
Working capital 62.2 42.5 69.6 52.7
--------------------------------------------------------------------------------
Operational return on capital employed, 1.2 % 1.4 %
(ROCE %)
--------------------------------------------------------------------------------
Net cash flow from operating activities 3.2 0.1 -17.1
--------------------------------------------------------------------------------
Equity ratio 62.3% 68.0% 61.1%
--------------------------------------------------------------------------------
Gearing 20.6% -0.3% 19.0%
--------------------------------------------------------------------------------
Investment 4.1 1.9 9.1
--------------------------------------------------------------------------------
On 1 March 2016 Apetit announced the changes made to its segment structure.
From the beginning of 2016, the new reporting business segments have been Food
Solutions, Oilseed Products, Grain Trade and Seafood.
The Food Solutions business comprises the frozen foods group and fresh products
group, and also service sales. The Oilseed Products business includes the
processing and sales of vegetable oils and expeller meals. The Grain Trade
business comprises the Finnish and international trade in grains, oilseeds and
feed raw-materials. The Seafood business comprises the operations of the fish
products group in Finland, Sweden and Norway.
As of the beginning of 2016 the associated company Sucros (holding 20%) will be
reported after operating profit in the income statement and group
administration expenses are allocated evenly to the operating segments.
In Finland, the market situation in the retail sector is expected to remain
challenging. The growth outlook of the Finnish economy is weak. The decline in
grain price levels in the early part of the year reduced activity on the
international grain market and the market situation is not expected to
materially change before better information becomes available on the new crop
year.
The Group’s full-year operational EBIT *) is expected to improve year-on-year
(2015: EUR 2.6 million). Due to the seasonal nature of the Group’s operations,
a high proportion of the annual profit is accrued in the second half of the
year.
Positive profit performance will be supported by improved cost-efficiency in
the Seafood and Food Solutions businesses compared to the previous year and by
the renewal of the product selection and increased processing value. The
situation in the international grain market is expected to cause uncertainty in
the Grain Trade’s segment profit performance in the second quarter.
Due to the significant effect of international grain market price fluctuations
on the entire Group’s net sales, Apetit will not issue any estimates of the
expected full-year net sales.
*) Due to the forthcoming amendments to the regulations of the European
Securities and Markets Authority (ESMA), Apetit has replaced the key figure
“operating profit excluding non-recurring items” with the key figure
“operational EBIT” as of 2016. Operational EBIT does not include restructuring
expenses, any significant impairment on goodwill or other balance-sheet items
or reversal of impairment, the profit of the associated company Sucros or other
extraordinary and material items.
Further information
Juha Vanhainen, CEO, tel. +358 (0)10 402 00
Eero Kinnunen, CFO, tel. +358 (0)10 402 4025
***************
Invitation to a briefing
A briefing (in Finnish) for analysts and media representatives will be held
today at 10.00 a.m. in Hotel Scandic Simonkenttä (address: Simonkatu 9,
Helsinki). In the briefing Apetit Plc’s CEO Juha Vanhainen presents the January
- March results of Apetit Plc and gives information about other current issues.
Apetit Plc’s CFO Eero Kinnunen will also be present in the briefing.
The presentation material will be available on the company’s website at
http://www.apetitgroup.fi/en/ after the event.
Copies to:
Nasdaq Helsinki
Main media
www.apetitgroup.fi
Apetit Plc, Stock Exchange Release on May 4th, 2016 at 3:00 p.m. EET
Apetit Plc will publish its Interim Report for January-March 2016 on Thursday
12th May 2016 at 8:30 a.m. Finnish time.
Apetit Plc, Stock Exchange Release on May 4th, 2016 at 3:00 p.m. EET
A briefing (in Finnish) for analysts and media will be held on the same day at
10:00 a.m. in Hotel Scandic Simonkenttä, meeting room Pavilion, (address:
Simonkatu 9, Helsinki). The presentation material will be also published on
company web pages at www.apetitgroup.fi/en after the event.
In the briefing Apetit Plc’s CEO Juha Vanhainen presents the first quarter
results of Apetit and gives more information about other actual matters.
Please inform of your participation to Mrs Tuija Österberg, tel. +358 10 402
2110 or e-mail .
Apetit Plc
Juha Vanhainen
CEO
For more information, please contact:
Mikko Merisaari, Manager, Communications and IR, tel. +358 10 402 4041
Copies to:
Nasdaq Helsinki
Main media
www.apetitgroup.fi/en
APETIT PLC, Stock Exchange Release, 28 April 2016 at 3:50 p.m.
At its meeting today, Apetit Plc’s Supervisory Board elected Harri Eela as its
Chairman and Marja-Liisa Mikola-Luoto as the Deputy Chairman.
APETIT PLC, Stock Exchange Release, 28 April 2016 at 3:50 p.m.
The Supervisory Board decided to elect 6 members to Apetit Plc's Board of
Directors. Lasse Aho, Esa Härmälä, Aappo Kontu, Seppo Laine, Veijo Meriläinen
and Niko Simula were elected as the members of the Board of Directors. Veijo
Meriläinen was appointed as the Chairman and Aappo Kontu as the Deputy Chairman
of the Board of Directors.
It was decided that the Board members will be paid an annual remuneration of
EUR 19,560 and that the Chairman and Deputy Chairman will receive an annual
remuneration of EUR 39,060 and EUR 24,120, respectively. A total of 50 per cent
of the annual remuneration will be in cash and the remaining 50 per cent in the
form of Apetit Plc's shares held by the company at the current value of the
share at the time of transfer. The remuneration will be paid in four equal
payments in euros in June, September, December and March. It was also decided
that the Chairman and members of the Board of Directors will be paid a meeting
allowance of EUR 510 and EUR 300, respectively.
APETIT PLC, Stock exchange release, 31 March 2016 at 5:30 p.m.
APETIT PLC, Stock exchange release, 31 March 2016 at 5:30 p.m.
The Annual General Meeting of 31 March 2016 approved the parent company's
financial statements and the consolidated financial statements for the
financial year 1 January - 31 December 2015 and discharged the members of the
Supervisory Board and Board of Directors and the CEOs from liability. The
Annual General Meeting decided to distribute a dividend of EUR 0.70 per share
in accordance with the Board proposal
DIVIDEND
The Annual General Meeting decided to distribute a dividend of EUR 0.70 per
share based on the adopted balance sheet for 2015. The dividend will be paid on
12 April 2016 to shareholders registered in the company´s register of
shareholders kept by Euroclear Finland Ltd on the record date of 4 April 2016.
No dividend will be paid on shares held by the company.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Article 4
The Annual General Meeting decided to remove Article 4 from the Articles of
Association regarding the sugar beet farmer shareholders.
Articles 5 and 8
The Annual General Meeting decided to amend Articles 5 and 8 in such a way that
the upper age limit of 68 at the time of election for members of the
Supervisory Board and the Board of Directors is removed. In addition, the
Annual General Meeting decided to amend Article 8 in such a way that the number
of Supervisory Board members is 14–18 and that the sections concerning
personnel representatives in Supervisory Board are removed.
Complete Articles of Association approved by the Annual General Meeting can be
found from company’s website www.apetitgroup.fi/en.
ELECTION OF THE MEMBERS OF THE SUPERVISORY BOARD, THE MEMBERS OF THE
SUPERVISORY BOARD'S NOMINATION COMMITTEE AND THE AUDITORS, AND DECISION ON
REMUNERATION
It was confirmed that the Supervisory Board will have 18 members elected by the
Annual General Meeting. Six persons were appointed to replace members of the
Supervisory Board completing their term. Jussi Hantula, Risto Korpela, Jonas
Laxåback and Timo Ruippo were re-elected. Pekka Perälä and Veli-Pekka Suni were
elected as new members.
Sauli Lähteenmäki and Jorma Takanen were elected by the Annual General Meeting
as the members of the Supervisory Board's Nomination Committee.
Pasi Karppinen, APA, and PricewaterhouseCoopers Oy, Authorized Public
Accountants, with Jari Viljanen, APA, as the auditor with principal authority,
were appointed as auditors for the period ending with the close of the 2017
Annual General Meeting.
The Annual General Meeting decided that the monthly fee paid to the Supervisory
Board’s chairman will be EUR 1,000, and to the deputy chairman EUR 665. The
meeting allowance paid to the members of the Supervisory Board and the members
of the Supervisory Board’s Nomination Committee will be EUR 300. In addition,
compensation for travelling expenses will be paid in accordance with the
general travel rules of Apetit Plc. The auditors’ fees will be paid according
to an invoice approved by the company.
The minutes of the Annual General Meeting will be available on the company’s
website at www.apetitgroup.fi/en, as of 14 April 2016.
APETIT PLC
Juha Vanhainen
CEO
For more information, please contact:
Corporate Counsel Asmo Ritala, tel, +358 10 402 00
Distribution:
Nasdaq Helsinki
Main media
www.apetitgroup.fi
Apetit Plc, Stock Exchange Release, 10 March 2016 at 3:30 p.m.
Apetit Plc, Stock Exchange Release, 10 March 2016 at 3:30 p.m.
Apetit Plc’s Financial Statements and Corporate Governance Statement are
published. The published reports contain Apetit the Board of Directors’ report,
the consolidated and parent company financial statements, the auditor’s report,
the statement by the Supervisory Board, Apetit Plc’s Corporate Governance
Statement 2015 and company brochure.
The material is attached to this release and available in Finnish and in
English at http://www.apetitgroup.fi
Apetit Plc
Mikko Merisaari
Manager, Communications and IR
Further information: Mikko Merisaari, tel. +358 10 402 4041
Copies to:
Nasdaq Helsinki
Main media
www.apetitgroup.fi/en
Apetit Plc, Stock Exchange Release, March 2, 2016 at 9:30 a.m.
Apetit Plc, Stock Exchange Release, March 2, 2016 at 9:30 a.m.
Apetit Plc has assigned a total of 1.396 shares (APETI) on March 2, 2016 (other
conveyance) as a reward to the Chairman, Deputy Chairman and members of the
Board. The assignment value is EUR 17.649,49 in total, which corresponds
approximately to EUR 12,64 per share. Taking into account the above-specified
conveyances, the company holds a total 120.893 shares.
Apetit Plc’s Supervisory Board decided in April 16, 2015, that the Chairman
will receive an annual remuneration of EUR 39,060, the Deputy Chairman will
receive EUR 24,120 and the Board members EUR 19,560. A total of 50 per cent of
the annual remuneration will be in cash and the remaining 50 per cent in the
form of Apetit Plc's shares held by the company at the current value of the
share at the time of transfer. The remuneration was decided to be paid in four
equal value share and cash payments in June, September, December and March.
Apetit Plc
Mikko Merisaari
Manager, Communications and IR
For more information, please contact
Corporate Councel Asmo Ritala, tel, +358 10 402 4005
Copies to:
Nasdaq Helsinki
Main media
www.apetitgroup.fi
Apetit Plc, stock exchange release, 1 March 2016, 10:00 a.m.
Apetit Plc, stock exchange release, 1 March 2016, 10:00 a.m.
Today, on 1 March 2016, Apetit Plc announced that it would be making changes to
its business structure in order to reinforce the implementation and follow-up
of the new strategy. The new business segments are Food Solutions, Oilseed
Products, Grain Trade and Seafood.
As of the beginning of 2016 the associated company Sucros (holding 20%) will be
reported after operating profit in the income statement and group
administration expenses are allocated evenly to the operating segments.
The tables enclosed present comparison figures for the segments according to
the new reporting structure by quarters for 2014 and 2015. The data are
unaudited. The new segment structure will be adopted as of the first quarter
2016 reporting.
Eero Kinnunen
CFO
Additional information:
Eero Kinnunen, CFO, tel. +358 10 402 00
Copies to:
Nasdaq Helsinki
Main media
www.apetitgroup.fi
Tables: Net Sales, Operational EBIT and Operating Profit and other key figures
according to the new segment structure in 2014 and 2015.
Due to the forthcoming amendments to the regulations of the European Securities
and Markets Authority (ESMA), Apetit will replace the key figure “operating
profit excluding non-recurring items” with the key figure “operational EBIT” as
of 2016. The operational EBIT does not include restructuring expenses, any
significant impairment on goodwill or other balance sheet items or reversal of
impairment, the profit of the associated company Sucros or other extraordinary
and material items.
Apetit Plc, stock exchange release, 1 March 2016, 8.30 a.m.
Apetit Plc, stock exchange release, 1 March 2016, 8.30 a.m.
Apetit Group’s Capital Market Day will be held today, 1 March 2016, in
Helsinki. Juha Vanhainen, CEO, will present the company’s new strategy for the
2016–2018 period, the financial targets for the strategy period, the company’s
new segment structure and its dividend policy.
“Our strategy is to improve Apetit’s profitability and make Apetit the leader
in vegetable-based food solutions. Renewal will be accelerated by investing in
new food solutions, product development in current product lines, in increasing
added value and in service development, especially by exploiting
digitalisation. In the grains, oilseeds and feed raw-material trade our goal is
to achieve growth in the Baltic region. In Seafood our goal is to become the
most efficient producer of volume and added value products as a retail trade
partner,” says Juha Vanhainen, CEO.
“Apetit has a strong balance sheet and furthermore, we aim to use our capital
more effectively. The company will increase its investments in growth and to
enhance added value and operational efficiency. We will also focus a lot more
on the digitalisation opportunities for improving our services at the customer
and producer and farmer interface,” Vanhainen says.
New segment structure will support strategy implementation
In order to reinforce the implementation and follow-up of the new strategy,
Apetit is renewing its segment structure. The new business segments are Food
Solutions, Oilseed Products, Grain Trade and Seafood.
The Food Solutions business will include frozen foods group and fresh products
group, and also service sales. The Oilseed Products business will include the
processing and sales of vegetable oils and expeller meals. The Grain Trade
Business will comprise the Finnish and international trade in grains, oilseeds
and feed raw-materials, and the Seafood segment will comprise the operations of
the fish products group in Finland, Sweden and Norway.
The new segment structure will be adopted as of the first quarter 2016
reporting. Comparison figures in accordance with the new segment structure will
be published today, 1 March 2016, in a separate release.
Strategic focus and goals of business operations
Food Solutions
In Food Solutions Apetit’s goal is to become the leading brand in
vegetable-based food solutions and services. The most important product groups
are frozen vegetable products and frozen ready meals, ready-to-use fresh
vegetables and service sales. Renewal will be accelerated by increasing efforts
in product development and investing in new food solutions and service
development, and especially by exploiting digitalisation.
In the Food Solutions segment the goal is to reach 20 per cent organic net
sales growth by the end of 2018 (2015: EUR 96 million). In terms of
profitability, the goal is to achieve 7.5 percent EBITDA margin (2015: 3.7%) in
2018.
Oilseed Products
In Oilseed Products our goal is to be the first choice of customers who prefer
high-quality vegetable oils and feeds. We will increase the level of added
value in production by investing in product development and in-depth R&D.
In the Oilseed Products the target is to increase the share of packaged and
special products so that in 2018 they will account for 34.0 per cent of net
sales (2015: 28.4%). In terms of profitability, the goal is to achieve 7.5
percent EBITDA margin (2015: 5.5%) in 2018.
Grain Trade
In the Grain Trade the goal is to increase our market share in the Finnish
grain, oilseed and feed raw-material markets and to grow especially in the
Baltic countries’ grain and oilseed sector. In capital intensive business we
will pay particular attention to the effective use of capital. We will seek
competitive advantage by offering the best service and tools for grain buyers
and sellers alike.
The goal in the Grain Trade segment is to increase sales volume to over
1,000,000 tonnes per year in 2018 (2015: 830,000 tonnes) and to achieve and
ROCE percentage of 14.0 (2015: 12.1%).
Seafood
In Seafood the focus will be on improving the efficiency and competitiveness of
operations in high volume and added value products in all operating countries:
Finland, Norway and Sweden. Operations will be developed by becoming the most
efficient in the sector. The sales focus will be on retailers’ private label
products.
The Seafood segment does not have a defined strategic growth target. Instead,
the goal is positive cash flow in the strategy period 2016-2018 (EBITDA minus
investment).
Group’s Financial goals 2018 and dividend policy
At the group level Apetit Plc’s financial goals for 2018 are:
-- Return on capital employed (ROCE-%) > 10 per cent
-- EBITDA at least EUR 20 million per annum
The target for equity ratio remains unchanged being at least 40 per cent.
The aim of the Board of Directors of Apetit Plc is to ensure that the company’s
shares provide shareholders with a good return on investment and retain their
value. In line with its policy, the company will distribute in dividends at
least 40 per cent of the profit for the financial year but not less than EUR
0.70 per share.
The Apetit Plc profit guidance issued on 17 February 2016 for the year 2016
remains unchanged.
Juha Vanhainen
CEO
Additional information:
Juha Vanhainen, CEO, tel. +358 10 402 00
Eero Kinnunen, CFO, tel. +358 10 402 00
Copies to:
Nasdaq Helsinki
Main media
www.apetitgroup.fi
Apetit Plc, stock exchange release, 29 February 2016, 5.00 p.m.
Apetit Plc, stock exchange release, 29 February 2016, 5.00 p.m.
Apetit Plc’s market making agreement will be transferred from FIM to S-Bank.
FIM Investment Services Ltd has been the liquidity provider for Apetit’s
shares. FIM will transfer these operations, as an internal transfer of
business, to S-Bank on 1 March 2016.
Apetit Plc has concluded a market making agreement with S-Bank, which will
enter into force on 1 March 2016. This agreement contains the same terms and
conditions as the market making agreement concluded with FIM that will end on
29 February 2016. The purpose of the agreement is to ensure the liquidity of
Apetit’s shares and to narrow the spread between buy and sell quotations.
According to the agreement, S-Bank undertakes to issue buy and sell quotations
for Apetit shares on a continuous basis on its own behalf during NASDAQ OMX
Helsinki’s normal trading hours.
The minimum requirements for S-Bank’s price quotes are defined in NASDAQ OMX
Helsinki’s liquidity provider guidelines. According to the current guidelines,
S-Bank undertakes to quote prices for at least 85% of the continuous trading
time and in the auction procedures applied to the securities during the trading
day. The minimum number of shares in binding buy and sell quotations is 500 or
the amount of shares involved in a trading value of at least EUR 4,000. The
maximum spread of buy and sell quotations can be 3%, calculated using the buy
quotation.
Eero Kinnunen
Chief Financial Officer
Additional information from:
Jaakko Happo, Head of Finance and Risk Management, tel. +358 10 4022444
Copies to:
NASDAQ OMX Helsinki Ltd
Main media
www.apetitgroup.fi
Apetit Plc, stock exchange release, 29 February 2016, 5.00 p.m.
On 29th February 2016, Apetit Plc signed an agreement for a Finnish commercial
paper programme of EUR 100 million. The previous agreement, signed in 2004, was
for EUR 50 million.
Apetit Plc, stock exchange release, 29 February 2016, 5.00 p.m.
Within the framework of the commercial paper programme the company can issue
commercial papers with a maturity of less than one year for use in financing
Apetit’s working capital and other short-term finance needs.
The banks arranging the commercial paper programme are Danske Bank Plc, Nordea
Bank Finland Plc, Pohjola Bank plc and Svenska Handelsbanken AB (publ), Branch
Operation in Finland.
Eero Kinnunen
Chief Financial Officer
Additional information from:
Head of finance and risk management, Jaakko Happo, tel. +358 10 4022444
Copies to:
NASDAQ OMX Helsinki Ltd
Main media
www.apetitgroup.fi
Apetit Plc, Stock Exchange Release, February 17th 2016 at 09:00 a.m.
Apetit Plc, Stock Exchange Release, February 17th 2016 at 09:00 a.m.
The company’s shareholders are hereby invited to the Annual General Meeting,
which will be held on Thursday 31 March 2016 at 2.00 p.m. in Apetit Plc’s
‘Myllynkivi’ staff restaurant at Iso-Vimma, Säkylä. Reception of those who have
registered for the meeting and the distribution of voting tickets will commence
at 12.00 noon.
A. The following matters will be dealt with at the meeting:
1. Opening of the meeting
2. Election of chairman for the meeting
3. Election of secretary for the meeting
4. Declaring the meeting legal and quorate
5. Election of minute-checkers and vote-counters
6. Order of business and addressing the meeting
7. Declaring attendance and the voting list
8. Presentation of the financial statements for 2015
9. Presentation of the auditor’s report
10. Presentation of the Supervisory Board’s statement based on the financial
statements, Board of Directors’ report and auditor’s report
11. Adoption of the financial statements and consolidated financial statements
12. Distribution of the profits shown on the balance sheet and resolution on
the payment of dividends
The Board of Directors proposes that a dividend of EUR 0.70 per share be
paid for the financial year 2015 on the basis of the adopted balance sheet.
The dividend will be paid to shareholders who are registered in the
company’s shareholder register kept by Euroclear Finland Ltd on the record
date of 4 April 2016. The Board of Directors will propose to the Annual
General Meeting that the dividend be paid on 12 April 2016.
13. Resolution on discharging the members of the Supervisory Board, the members
of the Board of Directors and the CEO from liability
14. Esko Eela’s proposal to the Annual General Meeting for removing Article 4
from the Articles of Association
15. Esko Eela’s proposal to the Annual General Meeting for amending Articles 5
and 8 of the Articles of Association so as to remove the upper age limit of
68 for members of the Supervisory Board and Board of Directors
16. Esko Eela’s proposal to the Annual General Meeting for amending Article 8
of the Articles of Association such that the members of the Supervisory
Board would number 14–18
17. Proposal by the Apetit Plc Board of Directors for amending Article 8 of the
Articles of Association such that the sections concerning personnel
representatives be removed
18. Resolution on the number of members of the Supervisory Board and their
remuneration
19. Election of the members of the Supervisory Board
20. Appointment of two members to the Supervisory Board’s Nomination Committee
21. Resolution on the number of auditors and their remuneration
The Board of Directors proposes that two regular auditors be appointed for
the company. The Board of Directors also proposes that the auditors’ fee be
paid in accordance with the auditing invoice approved by the company.
22. Appointment of auditors
In accordance with the recommendation of the Corporate Governance Code for
listed companies, the Board of Directors will propose to the Annual General
Meeting that Pasi Karppinen, APA, and PricewaterhouseCoopers Oy, Authorized
Public Accountants, with Jari Viljanen, APA, as the auditor with principal
authority be appointed as auditors for the period ending with the close of
the 2017 Annual General Meeting.
23. Closing of the meeting
B. Documents of the General Meeting
The proposed resolutions of the Board of Directors and the invitation to the
meeting are available on the company’s website at www.apetitgroup.fi. The
company’s financial statements will be available on the above-mentioned website
as of 11 March 2016 at the latest. Copies of these documents will be sent to
shareholders upon request and they will also be available at the Annual General
Meeting. The minutes of the Annual General Meeting will be available on the
above-mentioned website as of 14 April 2016.
C. Instructions for persons attending the Annual General Meeting
Right to attend and registration
Shareholders who on 17 March 2016 are registered in the company’s register of
shareholders kept by Euroclear Finland Ltd shall have the right to attend the
Annual General Meeting.
Shareholders wishing to attend the Annual General Meeting must notify the
company of this no later than 4.00 p.m. on Thursday 24 March 2016 either
through our website (www.apetitgroup.fi/yhtiokokous), in writing (Apetit Plc,
Tuija Österberg, PO Box 100, FI-27801 Säkylä), by fax (+358 10 402 4023), by
phone (+358 10 402 2110/Tuija Österberg) or by e-mail
(). If notice is given by letter, this must arrive
before the expiry of the notification period. Any proxy documents should be
delivered to the above-mentioned address before the expiry of the notification
period.
Pursuant to chapter 5, section 25 of the Limited Liability Companies Act,
shareholders who are present at the Annual General Meeting have the right to
request information on matters considered at the meeting.
Proxies and proxy documents
Shareholders may participate in and exercise their rights at the Annual General
Meeting by means of proxy representation. A shareholder’s proxy must produce a
dated proxy document or must otherwise demonstrate reliably his/her right to
represent the shareholder at the Annual General Meeting. If a shareholder
participates in the meeting by means of several proxies representing the
shareholder with shares in different book-entry accounts, the shares with which
each proxy represents the shareholder must be notified in connection with the
registration for the Annual General Meeting.
Any proxy documents should be delivered as originals to the company no later
than the expiry of the notification period at 4.00 p.m. on 24 March 2016.
Holders of nominee registered shares
Holders of nominee registered shares are advised to request in good time from
their asset manager the necessary instructions regarding registration in the
company’s shareholder register, the provision of proxy documents and
registration for the Annual General Meeting.
If a holder of nominee registered shares wishes to attend the Annual General
Meeting, he or she must be registered for temporary entry in the company’s
shareholder register by the asset manager’s account management organisation no
later than 10.00 a.m. on 24 March 2016.
Other instructions and information
On the date of this notice, Apetit Plc’s total number of shares and votes is
6,317,576.
The company’s Annual Report will be published in the week beginning 7 March
2016 in Finnish and English on Apetit Plc’s website. The printed version of the
Annual Report will be sent to those who order it on the website
(www.apetitgroup.fi/en/investors). The printed version of the Annual Report
will be posted during the week beginning 21 March 2016.
Säkylä, 16 February 2016
APETIT PLC
Board of Directors
Distribution:
Nasdaq Helsinki
Main media
www.apetitgroup.fi
Apetit Plc, Stock Exchange Release, 17 February 2016 at 9:00 a.m.
I DIVIDEND
Apetit Plc, Stock Exchange Release, 17 February 2016 at 9:00 a.m.
The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.70 per share be paid on the financial year 2015.
II ELECTION OF THE AUDITOR AND FEES
The Board of Directors proposes to the Annual General Meeting that two regular
auditors be appointed for the company and that Mr. Pasi Karppinen, APA, and
PricewaterhouseCoopers Oy, Authorized Public Accountants, with Jari Viljanen,
APA, as the auditor with principal authority be elected as auditors for the
period ending with the close of the 2017 Annual General Meeting.
Furthermore, the Board of Directors proposes that the auditor's fee be
reimbursed according to invoice approved by the company.
III AMENDING THE COMPANY’S ARTICLES OF ASSOCATION
In accordance with the Act on Personnel Representation in the Administration of
Undertakings (725/1990), representation is arranged on the Supervisory Board of
Apetit Plc. Under Article 8 of the company’s Articles of Association, the
company’s permanent personnel may appoint to the Supervisory Board a maximum of
four members at a time, with personal deputies, from among themselves.
The Board of Directors proposes to the Annual General Meeting that an amendment
be made to Article 8 of the Articles of Association of Apetit Plc such that the
sections concerning the election of personnel representatives be removed. The
proposal is not intended to alter the current practice of arranging personnel
representation, but the Board of Directors considers that it is not appropriate
to lay down provisions on personnel representation in the Articles of
Association, but, rather, that this should be agreed as necessary in the normal
cooperative procedures with the personnel.
Espoo, February 16th 2016
APETIT PLC
Board of Directors
Distribution:
Nasdaq Helsinki
Main media
www.apetitgroup.fi
Apetit Plc,Financial Statements Bulletin 2015, February 17th, 2016 at 8:30 a.m.
This is a summary of the Financial Statements Bulletin for 2015. Complete
Financial Statements Bulletin for 2015 is attached to this release and can be
downloaded from the company’s website at www.apetitgroup.fi/en
Apetit Plc,Financial Statements Bulletin 2015, February 17th, 2016 at 8:30 a.m.
Fourth quarter (October–December):
-- Consolidated net sales amounted to EUR 113.8 (120.8) million, down by 6 per
cent.
-- The operating profit excluding non-recurring items was EUR 3.1 (5.3)
million; there were no non-recurring items.
-- The profit for the period was EUR 2.2 (3.4) million, and earnings per share
were EUR 0.36 (0.57).
Financial year (January–December):
-- Consolidated net sales amounted to EUR 380.8 (384.7) million, down by 1 per
cent.
-- The operating profit excluding non-recurring items was EUR 1.6 (7.3)
million.
-- The reported operating profit was EUR -2.0 (-5.9) million, and
non-recurring items totaled
EUR -3.6 (-13.2) million.
-- The profit for the period was EUR -4.6 (-8.7) million, and earnings per
share were
EUR -0.69 (-1.29).
The Board of Directors will propose to the Annual General Meeting that a
dividend of EUR 0.70 per share be paid.
The figures for 2015 and 2014 are audited. The quarterly figures are unaudited.
The figures in parentheses are the equivalent figures for the same period in
2014, and the comparison period means the corresponding period of the previous
year, unless otherwise stated.
Juha Vanhainen, CEO:
“The Apetit Group’s fourth-quarter net sales decreased year-on-year. Net sales
in the Food Business decreased as a result of the market situation in Finland,
which continued to be challenging. The operating profit excluding non-recurring
items decreased year-on-year. The most significant adverse factor was a decline
in the result for the associated company Sucros compared to the corresponding
period of the previous year.
The Apetit Group’s full-year operating profit was supported by a good result in
the Grains and Oilseeds Business. The operating profit excluding non-recurring
items for the Grains and Oilseeds Business was at the previous year’s level.
The negative result for the associated company Sucros had a significant effect
on the Group’s full-year operating profit excluding non-recurring items. The
operating result for the Food Business picked up during the second half of the
year after a sluggish first half, and its result in the second half of the year
was at the previous year’s level.
The long-term profitability programmes in the Food Business were completed. In
the final phase, we made investment decisions associated with process
efficiency improvement at our plants in Kuopio and Helsinki. The profitability
programmes aim at savings of EUR 4.5 million in operating costs. This target is
expected to be achieved in 2016.
The strategy work that the Apetit Group started in August 2015 will be
completed on schedule. Many people from different parts of our organisation
have participated in the various phases of this work. This has increased
interaction between business operations and facilitated effective strategy
implementation in a changing operating environment. We will announce our
strategic targets and focus areas for the entire Group and its business
operations at the beginning of March.”
KEY FIGURES
EUR million Q4 Q4 Change 2015 2014 Change
2015 2014
--------------------------------------------------------------------------------
Net sales 113.8 120.8 - 6 % 380.8 384.7 - 1 %
--------------------------------------------------------------------------------
Operating profit excluding 3.1 5.3 1.6 7.3
non-recurring items
--------------------------------------------------------------------------------
Operating profit 3.1 5.3 -2.0 -5.9
--------------------------------------------------------------------------------
Profit before taxes 2.8 4.1 -3.5 -8.1
--------------------------------------------------------------------------------
Profit for the period 2.2 3.4 -4.6 -8.7
--------------------------------------------------------------------------------
Profit for the period excluding 2.2 3.4 -1.0 3.7
non-recurring items
--------------------------------------------------------------------------------
Earnings per share, EUR 0.36 0.57 -0.69 -1.29
--------------------------------------------------------------------------------
Earnings per share excluding 0.36 0.57 -0.11 0.72
non-recurring items, EUR
--------------------------------------------------------------------------------
Equity per share, EUR 19.53 20.70
--------------------------------------------------------------------------------
Equity ratio, % 61.1 69.7
--------------------------------------------------------------------------------
Gearing, % 19.0 -1.3
--------------------------------------------------------------------------------
Net cash flow from operating -17.1 18.1
activities
--------------------------------------------------------------------------------
Net working capital 69.6 47.7
--------------------------------------------------------------------------------
OUTLOOK FOR 2016
The market situation in the Finnish retail sector is expected to continue to be
challenging. The outlook for the Finnish economy is weak. The outlook for the
grains and oilseeds market is estimated to be stable.
The Group’s full-year operational EBIT* is expected to improve year-on-year
(EUR 2.6 million in 2015). Due to the seasonal nature of the Group’s
operations, a high proportion of the annual profit is accrued in the second
half of the year.
Positive profitability performance will be supported by improved
cost-efficiency in the Food Business compared to the previous year and by the
renewal of the product selection and increased processing value.
Due to the substantial effect of international grain market price fluctuations
on the entire Group’s net sales, Apetit will not issue any estimates of the
expected full-year net sales.
* Due to the forthcoming amendments to the regulations of the European
Securities and Markets Authority (ESMA), Apetit will replace the key figure
“operating profit excluding non-recurring items” with the key figure
“operational EBIT” as of 2016. The operational EBIT does not include
restructuring expenses, any significant impairment on goodwill or other balance
sheet items or reversal of impairment, the profit of the associated company
Sucros or other extraordinary and material items.
BOARD OF DIRECTORS’ DIVIDEND PROPOSAL
The aim of the Board of Directors of Apetit Plc is to ensure that the company’s
shares provide shareholders with a good return on investment and retain their
value. In line with its policy, the company distributes in dividends at least
40 per cent of the profit for the financial year attributable to shareholders
of the parent company.
On 31 December 2015, the parent company’s distributable funds stood at EUR
67,285,239.77 after the deduction of the loss for the period, which was EUR
1,741,846.59.
The Board of Directors will propose to the Annual General Meeting that a
dividend of EUR 0.70 per share be paid. The Board will propose that a total of
EUR 4,336,700.90 be distributed in dividends and that EUR 62,948,538.87 be left
in equity. No significant changes have taken place in the financial standing of
the company since the end of the financial year. The company’s liquidity is
good and, in the view of the Board, will not be jeopardised by the proposed
distribution of dividends.
No dividend will be paid on shares held by the company.
ANNUAL GENERAL MEETING 2016
The Annual General Meeting will be held in Säkylä on Wednesday, 31 March 2016.
PUBLICATION OF ANNUAL REPORT AND Q1/2016 INTERIM REPORT
Apetit Plc’s Annual Report for 2015 – including the Board of Directors’ report,
financial statements for 2015 and a separate statement on Apetit Plc’s
corporate governance – will be published in the week beginning on 7 March 2016
at www.apetitgroup.fi/investors.
The company will publish its interim report for January–March 2016 on Thursday,
12 May 2016 at 8.30 a.m.
Further information
Juha Vanhainen, CEO, tel. +358 (0)10 402 00
***************
Invitation to a briefing
A briefing (in Finnish) for analysts and media representatives will be held
today at 10.00 a.m. in Hotel Scandic Simonkenttä (address: Simonkatu 9,
Helsinki). In the briefing Apetit Plc’s CEO Juha Vanhainen presents the
financial statements bulletin for 2015 of Apetit Plc and gives more information
about current issues.
The presentation material will be available on the company’s website at
http://www.apetitgroup.fi/en/ after the event.
