C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 December 2007
C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 December 2007
C O N T E N T S
PageOfficers and professional advisers / 1
Directors’ report / 2 & 3
Declaration of directors and other responsible officers
in respect of the preparation of the financial statements / 4
Independent auditors’ report / 5 & 6
Consolidated income statement / 7
Parent company income statement / 8
Consolidated statement of changes in equity / 9
Parent company statement of changes in equity / 10
Consolidated balance sheet / 11
Parent company balance sheet / 12
Consolidated cash flow statement / 13
Parent company cash flow statement / 14
Notes to the consolidated financial statements / 15 - 46
1
C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
OFFICERS AND PROFESSIONAL ADVISERS
Directors / George St. Galatariotis, ExecutiveChairmanThomas M. Schmidheiny (Swiss), Vice Chairman
Costas St. Galatariotis, Managing Director
Vassos Lazarides, Finance Director
Stavros G. Galatariotis
Michalis Christoforou
Avraam Hadjigiovannis
Alexis G. Galatariotis
Michalis Moushiouttas
Tasos Anastasiou
(appointed on 11 March 2008)
Secretary / C.C.C. Secretarial Limited
Independent Auditors / KPMG
Legal Advisers / Chrysses Demetriades & Co
Bankers / Bank of Cyprus Public Company Limited
National Bank of Greece (Cyprus) Limited
Alpha Bank Cyprus Limited
Registered office / 197Makarios III Avenue,
GalaTower,
3030, Limassol
Registration number / HE 31849
2
C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
DIRECTORS’ REPORT
The Board of Directors presents its annual report and the audited consolidated financial statements for the year ended 31 December 2007.
PRINCIPAL ACTIVITIES
The principal activity of the Company continues to be that of an investment holding company. Other activities include the provision of credit facilities for investments in quoted shares. Since March 2005 K+G Complex Public Company Limited (K+G) has become a subsidiary company. The principal activities of this subsidiary are the construction and sale of residential units and the development and sale of land located in the Amathus area of Limassol, the sale of shops and flats in the Galatex Beach Centre in the tourist area of Yermasoyia, Limassol and the holding of investments. Since August 2007, The Cyprus Cement Public Company Limited (CCC Ltd) has become a subsidiary company as a result of the increased shareholding of K+G in the share capital of CCC Ltd. The principal activities of CCC Ltd are the manufacture and sale of cement and the acquisition of strategic investments in companies operating in related and other fields of business, including quarrying, industrial laundry and dry-cleaning and hotel and tourism.
REVIEW OF CURRENT POSITION AND OPERATIONAL PERFORMANCE
The consolidated financial results for the year and the Group’s position at 31 December 2007 are presented on pages 7 and 11 of the financial statements, respectively. The net profit for the year attributable to the shareholders of the Company amounted to £12.510.998,compared to £1.646.150 in 2006. Total equity at 31 December 2007 amounted to £148.897.197 (2006: £26.907.044).
The consolidated turnover amounted to £13.512.457 in 2007, compared to £163.001 in 2006. At the same time, consolidated cost of sales increased from £52.055 in 2006 to £10.166.450 in 2007. As a result of the above, the consolidated gross operating profit increased from £110.946 in 2006 to £3.346.007 in 2007.
After the deduction of administration, selling and distribution and other operational expenses, totaling £1.677.707 (2006: £629.309), the net operating profit for the year amounted to £1.728.273, compared to a loss of £497.973 in 2006. After deducting net financing costs (including exchange differences) and the results of associated companies, the profit for the year before taxation amounted to £13.003.401 (2006: £1.488.490).
Deviation from the indicative results for thE year
The deviation of the final results for the year of £12,82 million from the indicative results of £20,35 million announced on 3 March 2008, is due to recalculation of the negative goodwill.
The original provisional calculation of negative goodwill was based on the total number of shares held by the Company while the revised calculation is based on the shares acquired during the year 2007, in accordance with the provisions of IFRS3.
The net asset value of the Group is not affected by the above change because the difference between the fair value of net identifiable assets attributable to the shares held prior to 1 January 2007 and the carrying amount of the investment has been transferred to capital reserve as revaluation reserve.
BOARD OF DIRECTORS
The present membership of the Board of Directors is set out on page 1. There were no changes in the assignment of responsibilities and the remuneration of the members of the Board of Directors during the year under review.
In accordance with the Company’s Articles of AssociationMessrs Vassos Lazaridesand Costas St. Galatariotis retire by rotation and, being eligible, offer themselves for re-election, while Mr. Tasos Anastasiou retires and offers himself for election.
DIVIDENDS
The Board of Directors does not recommend the payment of a dividend.
SHARE CAPITAL
There were no changes in the issued share capital of the Company during the year under review and up to the date of the financial statements.
3
C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
DIRECTORS’ REPORT (Cont’d)
MAIN RISKS AND UNCERTAINTIES
The activities of the Group are subject to various risks and uncertainties related to the construction and tourism industries in general. These activities are influenced by a number of factors which include, but are not restricted to, the following:
- National and international economic and geopolitical factors;
- The growth of the construction and real estate sectors;
- The impact of war, terrorist acts, diseases and epidemics which are likely to influence tourists’ arrivals on the island;
- Increases in labour and energy costs;
- Increased domestic competition as well as competition from neighboring countries.
In addition, the land of K+G is located in short distance from Ancient Amathounda where the discovery of antiquities is probable. In such a case, part of the land owned by the subsidiary will have to be expropriated and the subsidiary will be compensated on the basis of the current market value of the land.
Details of the Group’s exposure to credit, interest and foreign currency risks are given in note 6 to the financial statements.
FUTURE DEVELOPMENTS
The performance of the parent company is not expected to change significantly in the foreseeable future. The separation of part of the landof K+G into plots for sale has been completed and they are now available for sale. K+G also proceeds with the development of four new luxury villas for sale. Except as mentioned in the following paragraph, the Board of Directors does not expect any significant changes in the activities of the Group in the foreseeable future.
EVENTS AFTER THE BALANCE SHEET DATE
On 1st January 2008 CCC Ltd acquired 25,3% of Vassiliko Cement Works Public Company Ltd in return for the sale of its cement manufacturing and distribution operations and its interest in C.C.C. Buildings Materials Ltd.
On 1 January 2008, date of introduction of the Euro as the new official currency of the Republic of Cyprus, the functional currency of the Company and its subsidiaries changed from Cyprus pounds to the Euro. As a result of this change, as from 1 January 2008 all assets and liabilities of the Group have been converted using the fixed conversion rate of €1=£0,585274.
BRANCHES
The Group did not operate through any branches during the year under review.
CONTRACTS WITH DIRECTORS AND RELATED PARTIES
Other than the transactions and balances disclosed in notes 22, 23, 29and 31 to the financial statements, there were no other significant contracts entered by the Group at 31 December 2007 in which members of the Board of Directors or other related parties had any significant interest.
LAND REGISTERED IN THE NAME OF THE GOVERNMENT OF THE REPUBLIC
An area of 6,3 hectares of land has been expropriated during the years 1989 to 2002 by the Government of the Republic from third parties for the account of CCC Ltd at a cost of £474.946 and was used by CCC Ltd for quarrying purposes. This land is registered in the name of the Government of the Republic for the account of CCC Ltd.
CORPORATE GOVERNANCE CODE
The Company’s Board of Directors has considered the provisions of the Corporate Governance Code. At this stage the Company does not comply with the provisions in question but intends to consider them again and decide accordingly.
INDEPENDENT AUDITORS
The independent auditors of the Company, Messrs KPMG, have expressed their willingness to continue in office and a resolution authorizing the Board of Directors to fix their remuneration will be submitted at the Annual General Meeting.
By order of the Board
Secretary
Limassol, 7 April 2008
4
C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
DECLARATION of directors AND OTHER RESPONSIBLE OFFICERS
in respect of the PREPARATION OF THE financial statements
In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 we, the members of the Board of Directors and the Company official responsible for the drafting of the consolidated and the Company’s separate financial statements of C.C.C. Holdings & Investments Public Company Limited for the year ended 31 December 2007, on the basis of our knowledge, declare that:
a)The annual consolidated and Company’s separate financial statements which are presented on pages 7 to 46:
(i)have been prepared in accordance with the applicable International Financial Reporting Standards and the provisions of section (4), and
(ii)provide a true and fair view of the particulars of assets and liabilities, the financial position and the profit or loss of the consolidated and Company’s separate financial statements as a whole and
b)The Board of Directors’ report provides a fair view of the developments and the performance as well as the position of the Group and the Company, together with α description of the main risks and uncertainties which they face.
……………………………………George St. Galatariotis
Executive Chairman
……………………………………
Costas St. Galatariotis
Managing Director
…………………………………...
Stavros G. Galatariotis
Director
……………………………………
Michalis Christoforou
Director
……………………………………
Michalis Mousiouttas
Director / ……………………………………
Thomas M. Schmidheiny
Vice-Chairman
……………………………………
Vassos G. Lazarides
Finance Director
……………………………………
Alexis G. Galatariotis
Director
……………………………………
Avraam Hadjigiovannis
Director
………………………
Tasos Anastasiou
Director
………………………
Elena Stylianou
Financial Controller
7 April 2008
5
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS
OF
C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
Report on the Consolidated and Company’s separate Financial Statements
We have audited the consolidated financial statements of C.C.C. Holdings & Investments Public Company Limited (the “Company”) and its subsidiaries (the “Group”) and the Company’s separate financial statements on pages 7 to 46, which comprise thebalance sheets of the Group and the Company as at 31 December 2007, and the income statements, statements of changes in equity and cash flow statements of the Group and the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes.
Board of Directors’ Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the preparation and fair presentation of these consolidated and Company’s separate financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated and Company’s separate financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
6
Opinion
In our opinion, the consolidated and Company’s separate financial statements give a true and fair view of the financial position of the Group and the Company as of 31 December 2007, and of the financial performance and the cash flows of the Group and the Company for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU and the requirements of the Cyprus Companies Law, Cap. 113.
Report on Other Legal Requirements
Pursuant to the requirements of the Companies Law, Cap. 113, we report the following:
- We have obtained all the information and explanations we considered necessary for the purposes of our audit.
- In our opinion, proper books of account have been kept by the Company.
- The Company’s financial statements are in agreement with the books of account.
- In our opinion and to the best of the information available to us and according to the explanations given to us, the financial statements of the Group and the Company give the information required by the Companies Law, Cap. 113, in the manner so required.
- In our opinion, the information given in the report of the Board of Directors on pages2 & 3 is consistent with the consolidated and Company’s separate financial statements.
Other Matter
This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance with Section 156 of the Companies Law, Cap.113 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
Chartered Accountants
Limassol, 7 April 2008
7
C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
CONSOLIDATED INCOME STATEMENT
Year ended 31 December 2007
Supplementary informationin Euro (note 39)
2007 / 2006 / 2007 / 2006
Note / £ / £ / € / €
Revenue / 13.512.457 / 163.001 / 23.087.404 / 278.504
Cost of sales / (10.166.450) / (52.055) / (17.370.411) / (88.941)
Gross profit / 3.346.007 / 110.946 / 5.716.993 / 189.563
Other operating income / 7 / 59.973 / 20.390 / 102.470 / 34.838
Administration expenses / (1.246.745) / (483.767) / (2.130.190) / (1.343.660)
Selling and distribution expenses / (115.639) / (7.622) / (197.581) / (13.023)
Other operating expenses / 8 / (315.323) / (137.920) / (538.762) / (235.650)
Operating profit/(loss) before
financing expenses / 1.728.273 / (497.973) / 2.952.930 / (1.367.932)
Financial income / 10 / 200.715 / 106.220 / 342.942 / 181.488
Financial expenses / 10 / (1.419.435) / (666.803) / (2.423.249) / (622.206)
Net financing expenses / (1.218.720) / (560.583) / (2.082.307) / (440.718)
Operating profit/(loss) after
financing expenses / 509.553 / (1.058.556) / 870.623 / (1.808.650)
Νegative goodwillwritten off / 15 / 12.011.848 / 2.097.425 / 20.523.461 / 3.583.663
Share of profits of associates / 482.000 / 449.621 / 823.546 / 768.223
Profit before taxation / 9 / 13.003.401 / 1.488.490 / 22.217.630 / 2.543.236
Taxation (expense)/income / 11 / (181.602) / 27.259 / (310.286) / 46.575
Profit after taxation / 12.821.799 / 1.515.749 / 21.907.344 / 2.589.811
Attributable to :
Equity holders of the parent Company / 12.510.998 / 1.646.150 / 21.376.309 / 2.812.614
Minority interest / 310.801 / (130.401) / 531.035 / (222.803)
Profit for the year
/12.821.799
/1.515.749
/21.907.344
/2.589.811
cents / cents / cents / centsBasic and diluted earnings per share / 12 / 28,43 / 3,74 / 48,58 / 6,39
The notes on pages 15 to 46 form an integral part of the financial statements.
8
C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
PARENT COMPANY INCOME STATEMENT
Year ended 31 December 2007
Supplementary informationin Euro (note 39)
Note / 2007 / 2006 / 2007 / 2006
£ / £ / € / €
Administration expenses
/(56.424)
/(72.292)
/(96.406)
/(123.518)
Financial income
/10
/68.234
/71.257
/116.584
/121.750
Financial expenses
/10
/(324.159)
/(289.742)
/(553.858)
/(495.054)
Net financing expenses
/(255.925)
/(218.485)
/(437.274)
/(373.304)
Loss before taxation
/9
/(312.349)
/(290.777)
/(533.680)
/(496.822)
Taxation / 11 / - / - / - / -Loss after taxation / (312.349) / (290.777) / (533.680) / (496.822)
The notes on pages 15 to 46 form an integral part of the financial statements.
9
C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2007
Reserve / Equityarising on / settled
Share / Investments / the adoption / share based
capital / Capital / revaluation / Revenue / of the equity / compensation / Minority / Total
(note 26) / reserve / reserve / reserve / method / reserve / Total / interest / equity
£ / £ / £ / £ / £ / £ / £ / £ / £
Balance 1 January 2006 / 11.000.000 / (509.934) / 3.263.992 / 8.606.681 / - / - / 22.360.739 / 8.170.143 / 30.530.882
Acquisition of additional
shareholding in subsidiary / - / - / - / - / - / - / - / (5.211.607) / (5.211.607)
Effect of share in associated
companies :
Transfer to income statement due to
sale of revalued property, plant
and equipment / - / - / (38.581) / 38.581 / - / - / - / - / -
Provision for deferred tax
on deemed distribution / - / - / - / (70.504) / - / - / (70.504) / - / (70.504)
Expenses for the issue of new
shares / - / (4.194) / - / - / - / - / (4.194) / - / (4.194)
Transfer from deferred tax / - / - / 7.471 / - / - / - / 7.471 / - / 7.471
Adjustment in reserves relating
to minority due to change in
shareholding of associated company / - / - / - / 138.637 / - / - / 138.637 / - / 138.637
Shares in other reserves of
associated companies / - / 601 / - / - / - / - / 601 / - / 601
Sale of shares in associated
companies / - / - / 9 / - / - / - / 9 / - / 9
Net profit for the year / - / - / - / 1.646.150 / - / - / 1.646.150 / (130.401) / 1.515.749
Balance 31 December 2006 / 11.000.000 / (513.527) / 3.232.891 / 10.359.545 / - / - / 24.078.909 / 2.828.135 / 26.907.044
Balance 1 January 2007 / 11.000.000 / (513.527) / 3.232.891 / 10.359.545 / - / - / 24.078.909 / 2.828.135 / 26.907.044
Minority interest on acquisition / - / - / - / - / - / - / - / 68.937.664 / 68.937.664
Minority interest on acquisition in
subsidiary of subsidiary / - / - / - / - / - / - / - / 17.361.398 / 17.361.398
Revaluation reserve / - / 23.083.793 / - / - / - / - / 23.083.793 / - / 23.083.793
Acquisition of additional
shareholding in subsidiary / - / - / - / 137.605 / - / - / 137.605 / (137.605) / -
Share in other reserves of
associated companies / - / - / - / - / (14.003) / - / (14.003) / (14.031) / (28.034)
Senior management share options
scheme value of compensation / - / - / - / - / - / 62.246 / 62.246 / 62.370 / 124.616
Revaluation of available for sale
investments / - / - / 1.393.349 / - / - / - / 1.393.349 / 279.942 / 1.673.291
Reversal of revaluation of shares in
associate / - / - / (1.648.939) / - / - / - / (1.648.939) / (331.293) / (1.980.232)
Provision for deferred tax on
deemed distribution / - / - / - / (2.074) / - / - / (2.074) / (2.068) / (4.142)
Net profit for the year / - / - / - / 12.510.998 / - / - / 12.510.998 / 310.801 / 12.821.799
Balance 31 December 2007 / 11.000.000 / 22.570.266 / 2.977.301 / 23.006.074 / (14.003) / 62.246 / 59.601.884 / 89.295.313 / 148.897.197
The notes on pages 15 to 46form an integral part of the financial statements.
10
C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2007
Sharecapital / Revenue / Total
(note 26) / reserve / equity
£ / £ / £
Balance 1 January 2006 / 11.000.000 / 3.688.902 / 14.688.902
Net loss for the year / - / (290.777) / (290.777)
Balance 31 December 2006 / 11.000.000 / 3.398.125 / 14.398.125
Balance 1 January 2007 / 11.000.000 / 3.398.125 / 14.398.125
Net loss for the year / - / (312.349) / (312.349)
Balance 31 December 2007 / 11.000.000 / 3.085.776 / 14.085.776
The notes on pages 15 to 46form an integral part of the financial statements.
11
C.C.C. HOLDINGS & INVESTMENTS PUBLIC COMPANY LIMITED
CONSOLIDATED BALANCE SHEET 31 DECEMBER 2007
Supplementary informationin Euro(note 39)
Note / 2007 / 2006 / 2007 / 2006
£ / £ / € / €
ASSETS
Non-current assetsProperty, plant and equipment / 13 / 188.912.771 / 407 / 322.776.633 / 695
Investments in associated companies / 14 / 3.339 / 22.187.728 / 5.705 / 37.909.984
Available-for-sale investments / 16 / 2.855.079 / 32.100 / 4.878.192 / 54.846
Long-term loan granted to shareholder / 17 / - / 309.341 / - / 528.540
Trade and other receivables / 20 / 2.850 / 9.805 / 4.870 / 16.753
Total non-current assets / 191.774.039 / 22.539.381 / 327.665.400 / 38.510.818
Current assets
Property under development / 18 / 8.509.975 / 8.184.818 / 14.540.156 / 13.984.392Inventories / 19 / 1.094.961 / - / 1.870.852 / -
Trade and other receivables / 20 / 6.565.353 / 1.945.852 / 11.217.572 / 3.324.686
Amounts receivable from related parties / 22 / 1.263.555 / 1.205 / 2.158.912 / 2.059
Short-term loans granted to third parties / 23 / 223.484 / 283.012 / 381.845 / 483.555
Tax receivable / 443.228 / 154.432 / 757.300 / 263.863
Cash at bank and in hand / 24 / 4.455.508 / 472.316 / 7.612.687 / 807.000
Total current assets / 22.556.064 / 11.041.635 / 38.539.324 / 18.865.755
Non-current assets/disposal group classified
as held for sale / 25 / 24.561.459 / - / 41.965.744 / -
47.117.523 / 11.041.635 / 80.505.068 / 18.865.755
Total assets / 238.891.562 / 33.581.016 / 408.170.468 / 57.376.573
EQUITY AND LIABILITIES