The Parent company Cloetta AB (publ.) has, according to the Swedish Securities Market Act, to publish a half-yearly report covering the period of September 1, 2011 to February 29, 2012. The reason is the change of the financial year for the company. Therefore, this report mainly covers the activities included in the head office functions, and not the consolidated activities of the Group.The Cloetta Group will publish consolidated financial statements for the first calendar quarter, covering the period January 1 to March 31, 2012, on May 16, 2012.
The financial year
The Annual General Meeting on December 19, 2011 approved an amendment to the Articles of Association regarding the company’s financial year. The Articles of Association have been changed so that the company’s financial year covers the period from January 1 to December 31, i.e. the calendar year, instead of the period from September 1 to August 31. This will result in an extended financial year covering the period from September 1, 2011 to December 31, 2012. In accordance with the Swedish Securities Market Act the Parent company Cloetta AB hereby publishes a half-yearly report covering the period September 1, 2011 to February 29, 2012.
Half-year development Parent company
On February 16, 2012, Cloetta AB acquired LEAF Holland B.V. from Yllop Holding S.A. (formerly named LEAF Holding S.A.). The acquisition was made in part by payment of cash (SEK 100 million), in part by issuing of a vendor loan note (SEK 1,400 million) and also an issue in kind of Cloetta shares (SEK 2,556 million). The balance sheet has been affected accordingly.
Cloetta AB’s primary activities include head office functions such as group-wide management and administration. Net sales in the Parent Company reached SEK 13 million (13) and referred mainly to intra-group services. Operating profit was SEK –8 million (1). Deviation from last year is mainly explained by severance payment to former Chief Executive Officer Curt Petri, who retired February 29, 2012, and consultancy costs. Net financial items totaled SEK -3 million (-1). Profit before tax was SEK –11 million (0) and profit after tax was SEK –8 million (0). Cash and cash equivalents and short-term investments amounted to SEK 39 million (51).
In accordance with the resolution by the Extraordinary General Meeting of Cloetta on February 15, 2012, the Board of Directors of Cloetta consists of Lennart Bylock (Chairman), Hans Eckerström, Håkan Kirstein, Adriaan Nühn, Robert-Jan van Ogtrop, Mikael Svenfelt, Olof Svenfelt, Meg Tivéus and Peter Törnquist as well as the employee representatives Birgitta Junland and Lena Grönedal. At the same date the Board resolved to appoint Bengt Baron as new CEO and President of Cloetta.
Cloetta’s SEK 30 million convertible debenture loan for the employees ran from May 14, 2009 to March 30, 2012. The convertible loan could be converted to class B shares in Cloetta during the period from February 25, 2011 to February 25, 2012 at a conversion rate of SEK 30.40. A total of 567,279 shares had been converted when the loan expired.
The Cloetta share and shareholders
On February 16, 2012 the Parent company issued 165,186,924 C-shares to Nordic Capital Fund V and funds managed by CVC Capital Partners, respectively, through Yllop Holding S.A., as part of the purchase price in Cloetta’s acquisition of Leaf Holland B.V. The C-shares were issued as a new separate series in connection with the acquisition, since Yllop Holding S.A. was not to receive subscription rights in Cloetta’s rights issue.
Yllop Holding S.A. is the principal shareholder in Cloetta AB. At February 29 2012 Cloetta AB had 4,285 shareholders and the principal shareholder Yllop Holding S.A held 78,4% of the votes and 87,2% of the share capital. Other institutional investors held 18,6% of the votes and 9,5% of the share capital. The number of shares amounted to 189,542,565, of which 165,186,924 were of class C, 21,995,641 were of class B and 2,360,000 were of class A.
Events after balance sheet date
On March 7, 2012 the Board of Directors resolved on a rights issue. The purpose of the issue is to use the proceeds of the issue as repayment of the vendor loan note that Cloetta extended to Yllop Holding S.A. as part of the purchase price for LEAF Holland B.V. April 13, 2012 it was announced that Cloetta’s rights issue with preferential rights for the company’s shareholders of A and B-shares has been fully subscribed. Approximately 99.6 per cent of the offered shares have been subscribed for with subscription rights and an additional 0.4 per cent have been subscribed for without subscription rights. On March 29, 2012 following a request from Yllop Holding S.A. all Yllop Holding’s 165,186,924 C-shares have been converted to B-shares.
After the end of the reporting period, no additional significant events have taken place that could affect the Parent company’s operations.
Operating and financial risks in the Parent Company
Because the Parent Company’s operations consist mainly of group-wide management and administration, its risks are mainly in investments in subsidiaries, interest rate risk and liquidity risk. For further information about risk management, see the prospectus published on March 13, 2012, in connection with rights issue in Cloetta AB at www.cloetta.com.
Accounting policies and other disclosures
The half-yearly report for the Parent Company has been prepared in accordance with the Swedish Annual Accounts Act and the Swedish Securities Market Act, which are consistent with the provisions in recommendation RFR 2, Accounting for Legal Entities. The same accounting and valuation methods have been applied as in the most recent annual report. For detailed information about the accounting policies, see Cloetta’s annual report for 2011 at www.cloetta.com.
Financial calendar – next interim report
On May 16, 2012 the Cloetta Group will publish an interim report for the first calendar quarter covering the period January 1 to March 31, 2012.
The Board of Directors and the Managing Director hereby give their assurance that the half-yearly report covering the period September 1, 2011 to February 29, 2012 provides a true and fair view of the business activities, financial position and results of operations of the Parent Company, and describes the significant risks and uncertainties to which the Parent Company is exposed.
Stockholm, April 27, 2012
Cloetta AB (publ.)
The information in this half-yearly report has not been reviewed by the company’s auditors.
The information contained in this press release is such that Cloetta is required to disclose pursuant to the Swedish Financial Instruments Trading Act and/or the Swedish Securities Markets Act. The information was submitted for publication on April 27, 2012 at 5:30 p.m. CET.
Jacob Broberg, Senior Vice President Corporate Communications and Investor Relations, +46 70 190 00 33
Danko Maras, Chief Financial Officer, +46 76 627 69 46