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Financial review 2009 3.2 Shareholders’ equity Movements in capital and reserves Equity is analyzed in more detail in the consolidated statement of changes in equity. At December 31, 2009 the authorized share capital comprised the following: 5,436,153 ordinary shares with a nominal value of EUR 1.00 each and a subscription price of EUR 10.00 each. 107,682 preference shares with a nominal value of EUR 0.01 each and a subscription price of EUR 1,000.00 each. All issued shares are fully paid. There were no shares issued during 2009. The holders of ordinary shares are entitled to receive dividends as declared from time to time. The holders of preference shares have a priority right to a fixed cumulative dividend of 10% in the event of dividend distribution plus a first priority right in the event of winding up. Both the Company and the Shareholders, including Preference Shareholders, agreed in an Additional Agreement to the Articles of Association that notwithstanding article 26.1 (Dividend distribution) of the Articles of Association, distribution of dividends or other payments on the preference shares will be subject to the prior approval of the General Meeting of Shareholders of the Company. Any such decision of the General Meeting of Shareholders of the Company shall be taken with a 80% majority vote in accordance with article 12.4 sub (xviii) of the Articles. All shares rank equally with regard to the Company’s residual assets, except that preference shareholders participate only to the extent of the face value of the shares. Each ordinary share carries the right to one hundred votes and each preference share carries the right to one vote. The Company can acquire fully paid-up shares (ordinary as well as preference shares) void the General Meeting of Shareholders has authorized the acquisition with a majority of at least 80% of the votes attached to all shares in the capital of the company. Translation reserve The translation reserve comprises the foreign currency differences arising from the translation of the financial state- ments of foreign operations as well as from the translation of liabilities hedging the Company’s net investment in a foreign subsidiary. Dividends In 2009, the Group paid a dividend of EUR 75,000 from the share premium to Okil Holding B.V. and Godetia II B.V. As at December 31, 2009, the unpaid cumulative dividend on the preference shares amounts to EUR 36,617,000 (2008: EUR 23,499,000).
3.3 Non-current liabilities Subordinated bank loans The subordinated bank loans consist of a Mezzanine loan and a PIK loan. The Mezzanine loan (EUR 59,801,705 principal and EUR 6,439,957 accrued interest) is repayable in 2016. The interest rate on the Mezzanine loan is variable (LIBOR / EURIBOR) and has a cash interest percentage of EURIBOR +4% per annum plus an additional interest of 5.5% per annum. The Mezzanine loan is subordinated to the other syndicated facility bank loans dated April 12, 2006. The PIK loan (EUR 65,693,362 principal and EUR 20,064,863 accrued interest) bears interest at EURIBOR +12%. There is no fixed redemption scheme for the first 10 years. The PIK loan is subordinated to all the syndicated facility bank loans dated April 12, 2006 and the Mezzanine loan. EUR’000 Principal amount 125,495 Accrued interest as at December 31, 2008 12,006 Balance as at January 1, 2009 137,501 Accrued interest as at December 31, 2009 14,499 Balance as at December 31, 2009 152,000 Non-current 152,000 Current 0 3.4 Contingencies The Company has issued a guarantee pursuant to article 403, Book 2 of the Dutch Civil Code in respect of all subsidiaries in The Netherlands. The Company forms a fiscal unity for income tax purposes with Refresco B.V., Menken Drinks B.V., Refresco Onroerend Goed B.V. and Frisdranken Industrie Winters B.V. In accordance with the standard conditions, the Company and the subsidiaries that are part of the fiscal unity are jointly and individually liable for taxation payable by the fiscal unity. Dordrecht, March 17, 2010 Executive Board Supervisory Board Hans Roelofs – Chief Executive Officer Marc Veen – Chairman Aart Duijzer – Chief Financial Officer Aalt Dijkhuizen Thorsteinn Jonsson Hilmar Thor Kristinsson Jon Sigurdsson Adam Shaw Peter Paul Verhallen page _ 116 / 117
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2009 annual report
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2009 annual report
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Contents Highlights 2009 6 Refresco
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2009 Our strategic achievements Str
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Refresco at a glance
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Our locations in europe 1 The Nethe
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606,001 Acquisition of Refresco by
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ecome Europe’s No. 1 manufacturer
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Strategic development Since its fou
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To expand our juice business in Spa
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2009 revenue A focused, well-balanc
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Risks related to price fluctuations
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Supervisory Board The Supervisory B
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Composition of the Supervisory Boar
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to the British Retail Consortium (B
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“In 2009 Refresco business units
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“We have a continuous search for
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in liters increased by 8% to 3.4 bi
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high quality and on an ambitious gr
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of its customers, no matter what co
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160.000 140.000 120.000 100.000 80.
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These trends create constant demand
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The surrounding countries, Germany
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for retailers developing private la
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A-brands and private label to keep
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manufacturers taking up product dev
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is in driving ‘values’ as well
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How do you see the future for priva
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enabling consumers to acquire quali
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financial review 2009 Business is n
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Financial review 2009 Consolidated
Page 66 and 67: Financial review 2009 Consolidated
Page 68 and 69: Financial review 2009 Consolidated
Page 70 and 71: Financial review 2009 Transactions
Page 72 and 73: Financial review 2009 2.6 Intangibl
Page 74 and 75: Financial review 2009 to the Group,
Page 76 and 77: Financial review 2009 if there is a
Page 78 and 79: Financial review 2009 concentration
Page 80 and 81: Financial review 2009 EUR’000 DEP
Page 82 and 83: Financial review 2009 4.2 Intangibl
Page 84 and 85: Financial review 2009 4.3 Other inv
Page 86 and 87: Financial review 2009 Tax losses ca
Page 88 and 89: Financial review 2009 Non-current l
Page 90 and 91: Financial review 2009 4.11 Employee
Page 92 and 93: Financial review 2009 Expenses reco
Page 94 and 95: Financial review 2009 5 Notes to th
Page 96 and 97: Financial review 2009 5.6 Finance i
Page 98 and 99: Financial review 2009 The major ite
Page 100 and 101: Financial review 2009 Ageing and im
Page 102 and 103: Financial review 2009 Foreign curre
Page 104 and 105: Financial review 2009 EUR’000 Dec
Page 106 and 107: Financial review 2009 6.5 Contingen
Page 108 and 109: Financial review 2009 EUR’000 Rec
Page 110 and 111: Financial review 2009 EUR’000 Rec
Page 112 and 113: Financial review 2009 Company balan
Page 114 and 115: Financial review 2009 Notes to the
Page 118: Financial review 2009 Other informa
Page 123 and 124: Ten years Refresco EUR ‘000 INCOM
Page 125: Colophon This Annual Report is a pu
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4 - Refresco.de

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