Apetit Plc, Interim Report, 5 May 2015 at 08.30 am
Apetit Plc, Interim Report, 5 May 2015 at 08.30 am
This is a summary of the Interim Report January - March 2015. 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.
FIRST QUARTER (JANUARY - MARCH)
-- Consolidated net sales amounted to EUR 91.5 (88.9) million, up 3 per cent.
-- Operating profit excluding non-recurring items was EUR -2.3 (-0.2) million.
The reported operating profit was EUR -2.3 (-0.7) million.
-- Profit for the period was EUR -2.3 (-1.2) million, and earnings per share
amounted to EUR
-0.31 (-0.14).
The information in this bulletin is 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 stated otherwise.
The profit guidance for 2015 was amended with a stock exchange release on 18
March 2015.
Juha Vanhainen, CEO:
There was a slight increase in our net sales during the first quarter. Net
sales in the Food Business were at the previous year’s level and satisfactory
considering the challenging market situation in the food sector. Net sales in
the Grains and Oilseeds Business grew on the previous year on account of active
grain trading.
In March, we lowered our expectations regarding our full-year financial
performance based on the weakened economic outlook for the sugar market and
domestic food sector in the near future. The first-quarter operating profit
excluding non-recurring items decreased as expected from the previous year.
Profitability in the fish and fresh products groups of the Food Business in
Finland was unsatisfactory, and the low price level in the sugar market
substantially weakened the result of the associated company Sucros from the
previous year.
In January, we launched an investment project to develop a grain terminal at
the port of Inkoo. This investment will strengthen our position as a partner to
Finnish farmers and significantly increase our grain export capacity starting
this crop year.
The long-term profitability programmes under way in the Food Business’s fish
and fresh products groups progressed as planned. The programme measures are
being implemented in stages during 2015, and the aim is to achieve a total
reduction of EUR 4.5 million in annual costs going forward. In the first
quarter of the year, we implemented changes in the production structure by
centralising operations in fish products in the Kuopio and Helsinki. In the
first quarter, the impact of these programmes on the cost level of the Food
Business was EUR -0.4 million year-on-year.
This year our main target in the Food Business is to achieve the goals of our
long-term profitability programmes and to stabilise the profitability
development of the business on a positive track.
KEY FIGURES
EUR million Q1/2015 Q1/2014 Change 2014
--------------------------------------------------------------------------------
Net sales 91.5 88.9 +3% 384.7
--------------------------------------------------------------------------------
Operating profit excluding non- recurring items -2.3 -0.2 7.3
--------------------------------------------------------------------------------
Operating profit -2.3 -0.7 -5.9
--------------------------------------------------------------------------------
Profit before taxes -2.3 -1.0 -8.1
--------------------------------------------------------------------------------
Profit for the period -2.3 -1.2 -8.7
--------------------------------------------------------------------------------
Profit for the period, excluding non-recurring -2.3 -0.8 3.7
items
--------------------------------------------------------------------------------
Earnings per share, EUR -0.31 -0.14 -1.29
--------------------------------------------------------------------------------
Earnings per share, excluding non-recurring -0.31 -0.08 0.72
items, EUR
--------------------------------------------------------------------------------
Equity per share, EUR 19.63 21.77 20.70
--------------------------------------------------------------------------------
Equity ratio, % 68.0 69.5 69.7
--------------------------------------------------------------------------------
Net cash flow from operating activities 0.1 6.4 18.1
--------------------------------------------------------------------------------
OUTLOOK FOR 2015
The Group’s full-year operating profit excluding non-recurring items is
expected to fall short of the previous year’s level.
Owing to the extremely challenging situation in the sugar market, the
associated company Sucros, which is part of the Other Operations segment, is
anticipated to make a loss this year.
In Finland, the market situation in the food sector is expected to remain
challenging. The aim of the long-term profitability programmes in the Food
Business is to improve profitability and competitiveness. The impact of these
programmes on the operating profit is expected to be felt in stages during the
year as the measures are implemented.
In the Grains and Oilseeds Business, no major change is expected in the
prospects for profitability in 2015 compared with the previous year.
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.
FOR FURTHER INFORMATION
Juha Vanhainen, CEO, tel. +358 (0)10 402 00
Eero Kinnunen, CFO, tel. +358 (0)10 402 4025
***************
INVITATION TO 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 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.
Apetit Plc, Stock Exchange Release, 29 April 2015 at 1:30 p.m.
Apetit Plc, Stock Exchange Release, 29 April 2015 at 1:30 p.m.
Finnish Competition and Consumer Authority (FCCA) has approved the transaction
in which Apetit Plc buys back all Apetit Kala Oy’s shares from the Taimen Oy.
Under the agreement, Taimen’s 30 per cent holding in Apetit Kala will be
terminated.
Apetit Plc, Apetit Kala Oy and the principal owners of Taimen Oy agreed on 9
April 2015 to rescind the corporate transaction completed between Apetit Kala
Oy and Taimen Oy in 2010 and the cross-shareholding specified within it. The
deal will be carried out in the form of a change in holdings, without any cash
compensation. Under the agreement, Taimen’s 30 per cent holding in Apetit Kala
will be terminated and Apetit Kala’s 30 per cent holding in Taimen will be
reduced to about 23.7 per cent.
Apetit Plc
Asmo Ritala
Corporate Councel
For more information:
Asmo Ritala, Corporate Councel, Apetit Plc, tel. +358 10 402 4005
Distribution:
Nasdaq Helsinki
Main media
www.apetitgroup.fi
Delicious wellbeing. Apetit Plc is a Finnish food company whose mission is to
offer delightfully satisfying flavours and service experiences. We are well
known for our frozen vegetables and frozen ready meals, fresh fish and fish
products, ready-to-use fresh fruit and vegetable products and grains and
vegetable oils. The Group’s shares are quoted in Nasdaq Helsinki. In 2014 our
net sales was EUR 385 million and our average number of personnel was 723.
www.apetitgroup.fi
Apetit Plc, Stock Exchance Release on April 28th, 2015 at 11:00 a:m EET
Apetit Plc will publish its Interim Report for January-March 2015 on Tuesday
5th 2015 at 8:30 a.m. Finnish time.
Apetit Plc, Stock Exchance Release on April 28th, 2015 at 11:00 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 first quarter
results of Apetit and gives more information about other actual matters.
Please inform of your participation to Ms Maija Lipasti, tel. +358 10 402 4044
or e-mail .
Apetit Plc
Juha Vanhainen
CEO
For more information, please contact:
Manager, Communications and IR, Mikko Merisaari, tel. +358 10 402 4041
Copies to:
Nasdaq Helsinki
Main media
www.apetitgroup.fi/en
APETIT PLC, Stock Exchange Release, 16 April 2015 at 3:45 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, 16 April 2015 at 3:45 p.m.
The Supervisory Board decided to elect 6 members to Apetit Plc's Board of
Directors. Lasse Aho, Esa Härmälä, Aappo Kontu, Tuomo Lähdesmäki, 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, 9 April 2015 at 1:00 p.m.
Apetit Plc, Stock Exchange Release, 9 April 2015 at 1:00 p.m.
Apetit Plc, Apetit Kala Oy and the principal owners of Taimen Oy have agreed to
rescind the corporate transaction completed between Apetit Kala Oy and Taimen
Oy in 2010 and the cross-shareholding specified within it. The deal will be
carried out in the form of a change in holdings, without any cash compensation.
Under the agreement, Taimen’s 30 per cent holding in Apetit Kala will be
terminated and Apetit Kala’s 30 per cent holding in Taimen will be reduced to
about 23.7 per cent.
“The rescinding of this corporate transaction will allow a more simplified
structure in the Apetit Group’s Food Business. Being a leading Finnish rainbow
trout farmer, Taimen Oy will remain an important partner for us and will
continue to be an associated company of Apetit,” says Juha Vanhainen, CEO of
Apetit Plc.
The ownership arrangement is planned for implementation during spring 2015. The
buyback of Apetit Kala Oy shares requires the approval of the Finnish
Competition and Consumer Authority.
Apetit Plc
Juha Vanhainen
CEO
For more information:
Juha Vanhainen, CEO, Apetit Plc, tel. +358 10 402 00
Distribution:
Nasdaq Helsinki
Main media
www.apetitgroup.fi
Delicious wellbeing. Apetit Plc is a Finnish food company whose mission is to
offer delightfully satisfying flavours and service experiences. We are well
known for our frozen vegetables and frozen ready meals, fresh fish and fish
products, ready-to-use fresh fruit and vegetable products and grains and
vegetable oils. The Group’s shares are quoted in Nasdaq Helsinki. In 2014 our
net sales was EUR 385 million and our average number of personnel was 723.
www.apetitgroup.fi
Taimen Group is one of the oldest companies in the fish industry in Finland and
the leading actor in the field in Finland and Sweden. The group is specialised
in farming and processing rainbow trout, whitefish, and Saimaa Arctic charr, as
well as fingerling production of lake trout, sea trout, lake salmon, Atlantic
salmon, and Saimaa Arctic charr. Taimen Group has 30 fish processing plants in
mainland Finland, Åland, and Sweden.The overall production of Taimen Group is
about 8 million kg, which comprises of 60% of the total production of rainbow
trout for food in Finland. Taimen Group is the only company in Finland that can
provide fresh fish to wholesalers and further processors throughout the year.
APETIT PLC, Decisions of annual general meeting, 25 March 2015 at 4.30 p.m.
APETIT PLC, Decisions of annual general meeting, 25 March 2015 at 4.30 p.m.
The Annual General Meeting on 25 March 2015 approved the parent company's and
consolidated financial statements for the financial year 1 January - 31
December 2014 and discharged the members of the Supervisory Board and the 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. The Board of Directors' proposals were approved without changes.
DIVIDEND
The Annual General Meeting decided to distribute as dividend EUR 0.70 per share
on the financial year 2014. The dividend will be paid on 8 April 2015 to
shareholders registered on the company´s register of shareholders kept by
Euroclear Finland Ltd on the record date 27 March 2015. No dividend will be
paid on shares held by the company.
AUTHORISATION FOR SHARE ISSUE
The Annual General Meeting authorised the Board of Directors to decide on
issuing shares, which would include the right to issue new shares or transfer
Apetit shares held by the company.The authorisation covers a maximum total of
761,757 shares, and the maximum number of new shares is 635,470, and the number
of Apetit Plcs’ shares held by the company 126,287.
The minimum subscription price for each new share will be the nominal value of
the share (EUR 2). The minimum transfer price for Apetit shares held by the
company will be the market value of the share at the time of transfer,
determined by the price quoted in public trading on NASDAX OMX Helsinki Ltd.
The Board of Directors will also have the right to issue shares against
consideration other than cash. In share-based incentive schemes, shares can
also be issued without consideration.
The authorisation includes the right to deviate from the shareholders’
pre-emptive subscription right (targeted issue) if the company has an important
financial reason for doing so, such as the development of the company’s capital
structure, the financing and implementation of corporate acquisitions or other
arrangements, or the implementation of a share-based incentive or reward
scheme.
The authorisation is valid until the 2018 Annual General Meeting. The
authorisation revokes the earlier authorisation to issue shares, given on 28
March 2012, and the authorisation to transfer Apetit Plc shares, given on the
same date.
ELECTION OF THE MEMBERS OF THE SUPERVISORY BOARD, THE MEMBERS OF THE
SUPERVISORY BOARD'S NOMINATION COMMITTEE AND THE AUDITORS, AND REMUNERATION
The Annual General Meeting confirmed that the Supervisory Board will have 18
members elected by the Annual General Meeting. Seven persons were appointed to
replace members of the Supervisory Board completing their term. Harri Eela,
Laura Hämäläinen, Ilkka Markkula, Jari Nevavuori and Markku Pärssinen were
re-elected. Aki Kaivola and Johanna Takanen were elected as new members.
Jorma Takanen and Sauli Lähteenmäki were elected by the Annual General Meeting
as the members of the Supervisory Board's Nomination Committee.
Pasi Karppinen, APA, and PricewaterCoopers Oy Authorised Public Accountants
with Jari Viljanen, APA, as responsible auditor, were elected as auditors for
the period ending with the close of the 2016 Annual General Meeting.
The Annual General Meeting decided that the monthly fee paid to the Supervisory
Board’s chairman is 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 is EUR 300. In addition, compensation
for travelling expenses are paid in accordance with the general travel rules of
Apetit Plc. The auditors’ fees are paid according to an invoice approved by the
company.
The minutes of the Annual General Meeting will be available on the company’s
website, www.apetitgroup.fi/en, as of 8 April 2015.
APETIT PLC
Juha Vanhainen
CEO
For more information, please contact:
Corporate Councel Asmo Ritala, tel, +358 10 402 00
Distribution:
Nasdaq Helsinki
Main media
www.apetitgroup.fi/en
Apetit Plc, Stock Exchange Release, March 18th, 2015 at 6:30 p.m.
Apetit is amending its profit guidance for 2015 and is lowering its estimate of
full-year operating profit excluding non-recurring items.
Apetit Plc, Stock Exchange Release, March 18th, 2015 at 6:30 p.m.
NEW OUTLOOK FOR 2015
The Group’s full-year operating profit excluding non-recurring items is
expected to fall short of the previous year’s level. It is anticipated that the
operating profit excluding non-recurring items for the first quarter of the
year will be lower than in the same quarter a year earlier.
Owing to the extremely challenging situation in the sugar market, the
associated company Sucros, which is part of the Other Operations segment, is
anticipated to make a loss this year.
The market conditions in the food sector in Finland are challenging. Sales in
the Food Business failed to reach the target level early this year, and the
estimated performance of the business segment in the short term has been
lowered. However, the long-term profitability programmes under way in the Food
Business have progressed as planned. The impact of these programmes on the
operating profit is expected to be felt in stages during the year as the
measures are implemented.
In the Grains and Oilseeds Business, no major change is expected in the
prospects for profitability in 2015 compared with the previous year.
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.
PREVIOUS OUTLOOK FOR 2015
The Group’s full-year operating profit excluding non-recurring items is
expected to improve from the previous year’s level. However, it is anticipated
that the operating profit excluding non-recurring items for the first quarter
of the year will be lower than in the same quarter a year earlier.
The market conditions in the food sector in Finland are challenging. The aim of
the long-term profitability programmes in the Food Business is to improve
profitability and competitiveness. The impact of these programmes on the
operating profit is expected to be felt in stages during the year as the
measures are implemented.
In the Grains and Oilseeds Business, no major change is expected in the
prospects for profitability in 2015 compared with the previous year. In the
Other Operations segment, lower market prices for sugar are expected to weaken
the result for the associated company Sucros.
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.
Apetit will publish its January-March Interim Report on 5 May 2015 at 8.30 am.
APETIT PLC
Juha Vanhainen
CEO
For more information:
Eero Kinnunen, CFO, +358 10 402 00
Copies to:
Nasdaq Helsinki
Main media
www.apetitgroup.fi
Apetit Plc, Stock Exchange Release, 4 March 2015 at 11:00
Apetit Plc, Stock Exchange Release, 4 March 2015 at 11:00
Apetit Plc’s Financial Statements and Corporate Governance Statement 2014 are
published. The published reports contain 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
2014 and the company brochure.
The material is attached to this release and available in Finnish and in
English at http://www.apetitgroup.fi/en.
The Financial Statements and company brochure (in Finnish) will be mailed
during the week beginning 16 March, to those who have ordered it via company’s
website www.apetitgroup.fi/en/.
APETIT PLC
Mikko Merisaari
Manager, Communications and IR
Further information:
Mr Mikko Merisaari, tel. +358 10 402 4041
Copies to:
Nasdaq Helsinki
Main media
www.apetitgroup.fi/en
Apetit Plc, Changes in company's own shares, March 3, 2015 at 9:30 a.m.
Apetit Plc, Changes in company's own shares, March 3, 2015 at 9:30 a.m.
Apetit Plc has assigned a total of 991 shares (APETI) on March 3, 2015 (other
conveyance) as a reward to the Chairman, Deputy Chairman and members of the
Board. The assignment value is EUR 16,149.93 in total, which corresponds
approximately to EUR 16.30 per share. The Deputy Chairman is paid a fee for one
and a half instead of three months, as he is not paid fees for Board work while
serving as the company’s CEO. Taking into account the above-specified
conveyances, the company holds a total of 126,287 shares.
Apetit Plc’s Supervisory Board decided in April 11, 2014, 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 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, Invitation to the annual general meeting, 25th February, 2015 at 9.30 a.m.
Apetit Plc, Invitation to the annual general meeting, 25th February, 2015 at
9.30 a.m.
The company’s shareholders are hereby invited to the Annual General Meeting,
which will be held on Wednesday 25th March 2015 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 items 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. Appointment of persons to inspect the minutes and to count the votes
6. Order of business and addressing the meeting
7. Declaring attendance and the voting list
8. Presentation of the financial statements for 2014
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 2014 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 27th March
2015, which is the record date for the dividend payment.
The Board of Directors will propose to the Annual General Meeting that the
dividend be paid on 8th April 2015.
13. Resolution on discharging the members of the Supervisory Board and of the
Board of Directors and the CEO from liability
14. Resolution on the number of members of the Supervisory Board and their
remuneration
15. Election of the members of the Supervisory Board
16. Appointment of two members to the Supervisory Board’s Nomination Committee
17. 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.
18. Appointment of auditors
In accordance with the recommendations 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 elected as auditors for the period ending with the close of the
2016 Annual General Meeting.
1. Authorisation of the Board of Directors to decide on the issuing of new
shares and on the transfer of Apetit shares held by the company (share
issue)
The Board of Directors proposes that the Annual General Meeting give it
authorisation to decide on issuing shares, which would include the right to
issue new shares or transfer Apetit shares held by the company. The
authorisation would cover a maximum total of 761,757 shares, of which a
maximum of 634,479 can be new shares and 127,278 can be Apetit Plc shares
held by the company at the publication of the invitation to the meeting.
The authorisation includes the right to deviate from the shareholders’
pre-emptive subscription right (targeted issue) if the company has an
important financial reason for doing so, such as the development of the
company’s capital structure, the financing and implementation of corporate
acquisitions or other arrangements, or the implementation of a share-based
incentive or reward scheme.
The minimum subscription price for each new share will be the nominal value
of the share (EUR 2). The minimum transfer price for Apetit shares held by
the company will be the market value of the share at the time of transfer,
determined by the price quoted in public trading on NASDAX OMX Helsinki
Ltd. The Board of Directors will also have the right to issue shares
against consideration other than cash. In share-based incentive schemes,
shares can also be issued without consideration.
It is proposed that the authorisation would be valid until the 2018 Annual
General Meeting. The authorisation revokes the earlier authorisation to
issue shares, given on 28 March 2012, and the authorisation to transfer
Apetit Plc shares, given on the same date.
1. 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 Apetit’s website at www.apetitgroup.fi/en. The
company’s financial statements will be available on the above-mentioned website
as of 4th March 2015 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 8th April 2015.
C. Instructions for persons attending the Annual General Meeting
Right to attend and registration
Shareholders who, on 13th March 2015, 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 Friday 20th March 2015 either
through our website (www.apetitgroup.fi/en/investors), in writing (Apetit Plc,
Maija Lipasti, PO Box 100, FI-27801 Säkylä, Finland), by fax (+358 10 402
4023), by phone (+358 10 402 4044/Maija Lipasti) 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 Apetit Plc no later
than the expiry of the notification period at 4.00 p.m. on 20th March 2015.
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 20th March 2015.
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 2nd March
2015 in Finnish and English on Apetit Plc’s website. The English version is a
translation of the Finnish.
Säkylä, 24th February 2015
APETIT PLC
Board of Directors
Distribution:
NASDAQ OMX Helsinki
Main media
www.apetitgroup.fi
Apetit Plc, Stock Exchange Release, 25 February 2015 at 9:00 am
I DIVIDEND
Apetit Plc, Stock Exchange Release, 25 February 2015 at 9:00 am
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 2014.
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 2016 Annual General Meeting.
Furthermore, the Board of Directors proposes that the auditor's fee be
reimbursed according to invoice approved by the company.
III SHARE ISSUE AND TREASURY SHARE TRANSFER AUTHORISATIONS
The Board of Directors proposes that the Annual General Meeting give it
authorisation to decide on issuing shares, which would include the right to
issue new shares or transfer Apetit shares held by the company. The
authorisation would cover a maximum total of 761,757 shares, of which a maximum
of 634,479 can be new shares and 127,278 can be Apetit Plc shares held by the
company at the publication of the invitation to the meeting.
The authorisation includes the right to deviate from the shareholders’
pre-emptive subscription right (targeted issue) if the company has an important
financial reason for doing so, such as the development of the company’s capital
structure, the financing and implementation of corporate acquisitions or other
arrangements, or the implementation of a share-based incentive or reward
scheme.
The minimum subscription price for each new share will be the nominal value of
the share (EUR 2). The minimum transfer price for Apetit shares held by the
company will be the market value of the share at the time of transfer,
determined by the price quoted in public trading on NASDAX OMX Helsinki Ltd.
The Board of Directors will also have the right to issue shares against
consideration other than cash. In share-based incentive schemes, shares can
also be issued without consideration.
It is proposed that the authorisation would be valid until the 2018 Annual
General Meeting. The authorisation revokes the earlier authorisation to issue
shares, given on 28 March 2012, and the authorisation to transfer Apetit Plc
shares, given on the same date.
APETIT PLC
Board of Directors
For more information:
CEO Veijo Meriläinen, tel. +358 10 402 00
Distribution:
NASDAQ OMX Helsinki
Main media
www.apetitgroup.fi
Apetit Plc, Financial Statements Bulletin 2014, February 25th, 2015 at 8.30 a.m.
This is a summary of the Financial Statements Bulletin for 2014. Complete
Financial Statements Bulletin for 2014 is attached to this release and can be
downloaded from the company’s website at www.apetitgroup.fi/en
Apetit Plc, Financial Statements Bulletin 2014, February 25th, 2015 at 8.30 a.m.
Fourth quarter (October–December):
-- Consolidated net sales amounted to EUR 120.8 (97.3) million, up by 24 per
cent.
-- Operating profit excluding non-recurring items was EUR 5.3 (5.4) million.
The reported operating profit was EUR 5.3 (5.1) million.
-- Profit for the period was EUR 3.4 (4.7) million, and earnings per share
amounted to EUR 0.57 (0.75).
Financial year (January–December):
-- Consolidated net sales amounted to EUR 384.7 (387.3) million, down by 1 per
cent.
-- Operating profit excluding non-recurring items came to EUR 7.3 (12.2)
million. The reported operating profit was EUR -5.9 (9.4) million.
-- The non-recurring items included in the reported operating profit were EUR
‑13.2 (-2.8) million. These consisted of EUR ‑10.2 million in impairments
carried out in the Food Business on the basis of goodwill testing and EUR
‑3.0 million in expenses related to the arbitration court process between
Apetit and Nordic Sugar
.
-- Profit for the period was EUR -8.7 (9.3) million, and earnings per share
amounted to EUR
-1.29 (1.63).
-- Profit for the period before non-recurring items was EUR 3.7 (9.1) million,
and earnings per share before non-recurring items was EUR 0.72 (1.60).
-- The equity ratio remained strong and was 69.7 (70.3) per cent.
-- Cash flow from operating activities after interest and taxes amounted to
EUR 18.1 (24.4) million.
The Board of Directors will propose to the Annual General Meeting that a
dividend of EUR 0.70 (1.00) per share be paid.
The information in this bulletin is unaudited. The figures in parentheses are
the equivalent figures for the same period in 2013, and the comparison period
means the corresponding period of the previous year, unless stated otherwise.
Veijo Meriläinen, CEO:
In the last quarter of the year, Apetit’s consolidated operating profit
excluding non-recurring items was EUR 5.3 million, which was about the same as
a year earlier. Our net sales in the Grains and Oilseeds Business rose sharply
on the grain trading side, as a result of the major delivery volumes during the
quarter and the general increase in sales.
The profitability figures for the period take account of successes and also
areas in which we were unsuccessful. We were especially successful in the
Grains and Oilseeds Business, where we managed to increase volumes cost
effectively and thus boost profitability, on both the grain markets and in
oilseed products. The Food Business picked up thanks to the good profitability
of the frozen foods group following the segment’s lacklustre earnings trend in
the early months of the year, but we cannot be satisfied with the profitability
of the fresh products group and the Finnish and Swedish operations of the fish
products group. The result for the associated company Sucros was adversely
affected by the declining market price of sugar.
In the final quarter, we also continued with the long-term profitability
programmes launched in the fish and fresh products groups of the Food Business.
The programme measures are being implemented in stages up to the end of 2015,
and the aim is to achieve a total reduction of EUR 4.5 million in annual costs.
As part of the programme for the fish products group, we focused on simplifying
the production structure and concentrating operations at Kuopio and Helsinki
during the last quarter of the year.
Aside from the greater or lesser financial successes of the year, 2014 also
featured significant changes at Apetit. We continued to put the new, simpler
business structure into effect, to implement the Food Business strategy
designed to delight consumers and customers, and, in the Grains and Oilseeds
Business, to strengthen our position as a grain trade leader in the Baltic
region and as a manufacturer and innovator in quality vegetable oil products.
KEY FIGURES
EUR million Q4 Q4 Change 2014 2013 Change
2014 2013
--------------------------------------------------------------------------------
Net sales 120.8 97.3 +24% 384.7 387.3 -1%
--------------------------------------------------------------------------------
Operating profit excluding non- 5.3 5.4 7.3 12.2
recurring items
--------------------------------------------------------------------------------
Operating profit 5.3 5.1 -5.9 9.4
--------------------------------------------------------------------------------
Profit before taxes 4.1 4.5 -8.1 9.3
--------------------------------------------------------------------------------
Profit for the period 3.4 4.4 -8.7 9.3
--------------------------------------------------------------------------------
Profit for the period excluding 3.4 4.7 3.7 9.1
non-recurring items
--------------------------------------------------------------------------------
Earnings per share, EUR 0.57 0.72 -1.29 1.63
--------------------------------------------------------------------------------
Earnings per share excluding 0.57 0.75 0.72 1.60
non-recurring items, EUR
--------------------------------------------------------------------------------
Shareholders’ equity per share, EUR 20.70 22.90
--------------------------------------------------------------------------------
Equity ratio, % 69.7 70.3
--------------------------------------------------------------------------------
Net cash flow from operating 18.1 24.4
activities
--------------------------------------------------------------------------------
OUTLOOK FOR 2015
The Group’s full-year operating profit excluding non-recurring items is
expected to improve from the previous year’s level. However, it is anticipated
that the operating profit excluding non-recurring items for the first quarter
of the year will be lower than in the same quarter a year earlier.
The market conditions in the food sector in Finland are challenging. The aim of
the long-term profitability programmes in the Food Business is to improve
profitability and competitiveness. The impact of these programmes on the
operating profit is expected to be felt in stages during the year as the
measures are implemented. In the Grains and Oilseeds Business, no major change
is expected in the prospects for profitability in 2015 compared with the
previous year. In the Other Operations segment, lower market prices for sugar
are expected to weaken the result for the associated company Sucros.
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.
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.
After deduction of the loss for the financial year, at EUR -6,433,613.00, the
parent company’s distributable funds totalled EUR 73,360,988.66 on 31 December
2014.
The Board of Directors will propose to the Annual General Meeting that a
dividend of EUR 0.70 per share be paid for 2014. The Board will propose that a
total of EUR 4,331,891.27 be distributed in dividends and that EUR
69,029,097.39 be left in equity.
No dividend will be paid on shares held by the company.
ANNUAL GENERAL MEETING 2015
The Annual General Meeting is planned for 25 March 2015 and will be held in
Säkylä.
FINANCIAL REPORTING IN 2015
Apetit Plc’s Annual Report for 2014 – including the Board of Directors’ report,
financial statements for 2014 and a separate statement on Apetit Plc’s
corporate governance – will be published in the week beginning on 2 March 2015
at www.apetitgroup.fi/investors.
Apetit Plc will publish the following financial reports in 2015:
-- Interim Report January-March, Tuesday 5 May 2015 at 8:30
-- Interim Report January-June, Wednesday 12 August 2015 at 8:30
-- Interim Report January-September, Friday 30 October 2015 at 8:30
***************
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 Veijo Meriläinen presents the
financial statements bulletin for 2014 of Apetit Plc and gives more information
about current issues.
The presentation material will be available on the company’s website at
www.apetitgroup.fi/en/ after the event.
Further information:
Veijo Meriläinen, CEO, tel. +358 (0)10 402 00
Copies to:
NASDAQ OMX Helsinki
Main media
www.apetitgroup.fi
Apetit Plc, Stock Exchance Release on February 18th, 2015 at 9:30 a.m. EET
Apetit Plc will publish its Financial Statements Bulletin 2014 on Wednesday,
25th February 2015 at 8.30 a.m. Finnish time.
Apetit Plc, Stock Exchance Release on February 18th, 2015 at 9:30 a.m. EET
A briefing (in Finnish) for analysts and media will be held 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 Veijo Meriläinen presents Financial Statements
Bulletin 2014, and gives more information about other actual matters. Apetit
Plc’s forthcoming CEO, Juha Vanhainen, will also be present.
Please inform of your participation to Ms Maija Lipasti, tel. +358 10 402 4044
or e-mail
The Financial Statements Bulletin 2014 can be found on company web pages at
www.apetitgroup.fi/investorson February 25th, after 8.30 a.m. and the
presentation material after the briefing.
Apetit Plc
Veijo Meriläinen
CEO
For more information, please contact:
Manager, Communications and IR, Mikko Merisaari, tel. +358 10 402 4041
Copies to:
NASDAQ OMX Helsinki
Main media
www.apetitgroup.fi/en
Apetit Plc, stock exchange release, 13 January 2015 at 9:30 a.m.
Apetit Plc, stock exchange release, 13 January 2015 at 9:30 a.m.
Avena Nordic Grain Oy, which is part of the Apetit Group, will invest EUR 1.8
million in the development of grain reception, storage and export facilities at
the Inkoo deepwater port. The investment consists of the construction of three
bulk dry stores with a combined total area of 6,120 m2. The dry stores will
allow the receipt and storage of grain and its loading into even the largest
Panamax-class ships.
The investment project will improve the efficiency and increase the volume of
Finnish grain exports from the southern parts of the country to international
grain markets. With this investment, Avena Nordic Grain is aiming to achieve a
significant increase in its export volumes. At the initial stage the targeted
annual volume at the Inkoo port is approximately 50,000 tonnes of grain, of
which about 80% will be new export volume.
The investment in the deepwater port at the centrally located Inkoo will
improve the efficiency of grain exporting especially from southern Finland, as
it will allow direct grain deliveries from farm to port, reducing the need for
intermediate storage. Finnish wheat export in particular, but also barley
export, has been increasing over the past decade, and the southernmost part of
the country has not previously had any grain exporting ports or grain
processing industry.
Avena Nordic Grain has reached agreement with Inkoo Shipping Oy Ab concerning
the acquisition of support services required for grain handling at the port.
Avena Nordic Grain will construct a grain laboratory at the port, where Nylands
Svenska Lantbrukssällskap r.f. will provide grain analysis services.
The construction work will begin immediately. The new bulk dry stores are
scheduled for completion in late summer 2015, allowing them to take grain from
the autumn threshing.
Copies to:
NASDAQ OMX Helsinki
Main media
www.apetitgroup.fi
Avena Nordic Grain Oy is Finland’s leading trader in grains, oilseeds and
animal feedstuffs, and is a manufacturer and supplier of vegetable oils and
expeller. Avena’s main market is the European Union, but it also trades in many
other markets. Avena is especially active in its home market, Finland. The
company’s principal location is Espoo, but it also operates in other parts of
Finland: Vaasa, Pori, Salo, Kirkkonummi, Loimaa, Hämeenlinna, Kouvola and
Porvoo. Its oil milling plant, Mildola Oy, is located in Kirkkonummi. Avena
Nordic Grain’s net sales in 2013 totalled EUR 209 million and the company
employed 73 people. Avena is part of the Finnish food company Apetit Plc, which
is listed on NASDAQ OMX Helsinki Ltd. In 2013, Apetit Plc had net sales of EUR
387.3 million and employed 782 people. For more information, go to www.avena.fi
and www.apetitgroup.fi.
Apetit Plc, Stock Exchange Release, 9 December 2014 at 7:30 p.m.
Apetit Plc, Stock Exchange Release, 9 December 2014 at 7:30 p.m.
The Supreme Administrative Court has dismissed the decision the Uusimaa Centre
for Economic Development, Transport and the Environment made in the beginning
of November 2012 regarding the recovery of investment support granted to
Caternet Finland. Furthermore, The Supreme Administrative Court dismissed the
decision the Rural Businesses Appeals Board made in May 2013 to dismiss
Caternet Finland’s appeal against the decision. The Supreme Administrative
Court ordered the Uusimaa Centre for Economic Development, Transport and the
Environment to compensate Caternet Finland’s legal costs in the Supreme
Administrative Court with EUR 10,000.
The Uusimaa Centre for Economic Development, Transport and the Environment’s
claim for recovery concerned the investment support that was granted to
Caternet Finland’s Helsinki plant in 2008–2009. The claim for recovery was due
to the change of ownership of the company’s share capital that occurred on 27
March 2012. The sum claimed for recovery was approximately EUR 2 million.
Apetit Plc did not book any cost impacts of the potential recovery while the
appeal process was pending in 2012–2014.
Apetit Plc has included information regarding the process in the Interim
Reports in 2012–2014 and in its Financial Statements Releases in 2012 and 2013.
Apetit Plc
Veijo Meriläinen
CEO
For more information, please contact:
Corporate Councel Asmo Ritala, tel, +358 10 402 4005
Distribution:
NASDAQ OMX Helsinki
Main media
www.apetitgroup.fi
