RELLA HOLDING A/S CVR-No. 15 35 94 39
Final Liquidation Accounts1 January 2015 - 13 July 2015
Rella Holding A/S in liquidation1CONTENTSPage
STATEMENT BY THE LIQUIDATOR………………………………………………….……….. 2 STATEMENT BY THE COMPANY'S INDEPENDENT AUDITOR…………………………… 3 COMPANY INFORMATION……………………………………………………………………….. 5 KEY FIGURES AND RATIOS……………………………………………………………………… 6 THE LIQUIDATOR'S REVIEW…………………………………………………………………..7 ACCOUNTS 1 JANUARY 2015 - 13 JULY 2015
Accounting Principles………………………………………………………………………………..... 10
Comprehensive Income Statement……………………………………………………………………. 12
Balance Sheet………………………………………………………………………………………..... 13
Equity Review………..……………………………………………………………………………….. 14
Cash Flow Statement………………………………………………………………………………….. 15
Notes…………………………………………………………………………………………………… 16
STATEMENT BY THE LIQUIDATOR
The undersigned have today considered and adopted the Final Liquidation Accounts for the accounting period 1 January 2015 to 13 July 2015 for Rella Holding A/S in liquidation.
The Final Liquidation Accounts have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and in accordance with additional Danish disclosure requirements for listed companies.
I believe that the Liquidator's review gives a fair presentation of developments in the Company's activities and finances, the result of the period and of the Company's financial position in general as well as a description of the most significant risks and uncertainties to which the Company is exposed.
In my opinion, the Final Liquidation Accounts give a true and fair view of the Company's assets and
liabilities, financial position as at 13 July 2015, and the Company's activities and cash flows for the period 1
January 2015 - 13 July 2015.
The Final Liquidation Accounts are submitted for the approval of the General Meeting. Copenhagen, 13 July 2015
Rikke Schiøtt Petersen
Liquidator
Rella Holding A/S in liquidation3STATEMENT B Y TH E CO MP ANY' S INDEP ENDENT AUDITOR
To the Shareholders of Rella Holding A/S in liquidation REPORT ON FINAL LIQUIDATION ACCOUNTS
We have audited the Final Liquidation Accounts of Rella Holding A/S in liquidation for the period 1 January
2015 to 13 July 2015, which comprise of a comprehensive income statement, balance sheet, statement of changes in equity, cash flow statement, summary of significant accounting policies and notes. The Final Liquidation Accounts are prepared in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies.
The Liquidator is responsible for the preparation of final liquidation accounts that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies and for such internal control as the liquidator determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on the Final Liquidation Accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements under Danish Audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Final Liquidation Accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Final Liquidation Accounts. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatements of the Final Liquidation Accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of Final Liquidation Accounts that give a true and fair view 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 Liquidator, as well as the overall presentation of the Final Liquidation Accounts.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
The audit has not resulted in any qualification.
In our opinion, the Final Liquidation Accounts give a true and fair view of the Company's financial position at 13 July 2015 and of the results of the Company's operations and cash flows for the period 1 January 2015 to 13 July 2015 in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies.
Supplementary information on circumstances in the accounts
Without modifying our opinion we would like to draw attention to the fact that the Company is being
liquidated. The Final Liquidation Accounts are thus not being prepared on the assumption of going concern.
STATEMENT B Y TH E CO MP ANY' S INDEP ENDENT AUDITOR
STATEMENT ON THE LIQUIDATOR'S REVIEW
We have read the Liquidator's review. We have not performed any further procedures apart from our audit of the Final Liquidation Accounts. On this basis, it is our opinion that the information provided in the Liquidator's review is consistent with the accounts.
Copenhagen, 13 July 2015
State Authorized Public Accountants Limited Partnership
Thomas Nislev
State Authorized Public Accountant
COMPANY INFORMATION
THE COMPANY Rella Holding A/S in liquidation c/o: Gorrissen Federspiel
H. C. Andersens Boulevard 12
DK-1553 Copenhagen V.
Telephone: 0045 33 41 41 41
Home page: www.rella.dk
E-mail: kl@rella.dk
CVR-No.: 15 35 94 39
Founded: 1 August 1991
Domicile: Copenhagen
Gribskovvej 2
DK-2100 Copenhagen Ø
An Extraordinary and final General Meeting will be held on 6 August 2015 at 4 p.m. at Gorrissen Federspiel, H. C. Andersens Boulevard 12, DK-1553
Copenhagen V.
KEY FIGURES
DKKm 01.01.2015-
13.07.2015 2014(12 months)
2013(12 months)
2012(12 months)
2011(12 months)
Result before financial items and tax -2.0 -1.5 -1.4 -1.2 -1.1
Dividends from Aller Holding A/S 25.9 28.7 38.2 39.9 49.5
Gain on sale of shares in Aller Holding A/S 1,230.5 0.0 0.0 0.0 0.0
Financial expenses, net -3.2 -4.5 -4.3 -5.4 -5.4
Change in fair value of available-for-sale
financial assets -1,230.8 1,230.8 0.0 0.0 0.0
Financial long term assets 0.0 1,772.1 541.4 541.4 541.4
Cash 1,650.0 0.0 0.0 0.0 0.0
Share capital 21.6 21.6 22.4 23.5 24.7
Equity 1,650.0 1,633.4 400.9 402.3 409.0
Long term debt 0.0 137.6 138.6 137.5 130.7
Short term debt 0.0 1.2 1.9 1.6 1.7
RATIOS
Solvency ratio (%) 100 92 74 74 76
Outstanding shares at end of period (1,000) 1) 21,200 21,282 21,695 22,457 23,683
Earnings Per Share (EPS), DKK 58.90 1.06 1.47 1.44 1.77
Comprehensive income per share, DKK 0.96 58.33 1.47 1.44 1.77
Book value per share at end of period, DKK 77.83 76.75 18.48 17.91 17.27
1) The number of shares reduced by the Company's holding of treasury shares.
Rella Holding A/S in liquidation7TH E LIQ UIDATO R' S REVIEW
Events and transactions in the accounting period
Rella Holding A/S in liquidation's only activity has, since the founding of the Company in 1991, been to hold B-shares with limited voting rights in Aller Holding A/S, which is Scandinavia's leading publisher of consumer magazines. The holding of shares in Aller Holding A/S amounted to 64% of the Aller Holding A/S' outstanding share capital.
In March this year Rella Holding A/S in liquidation ('Rella Holding' or 'the Company') entered into an agreement to sell its entire holding of shares in Aller Holding A/S to Aller Holding A/S for a total sales price of DKK 1.772 bn. The sale was conditional on i.a. approval of the share sale agreement at Rella Holding's Annual General Meeting on 30 April 2015.
In addition to the proposal to sell the Aller Holding shares it was proposed to the Annual General Meeting to let Rella Holding enter into voluntary solvent liquidation, if the sale of the Aller Holding share was approved, as the Company's activity thus would cease.
The share sale, as well as the proposal to enter into voluntary solvent liquidation, were approved at the Annual General Meeting. The Company's board of directors and managing director resigned, and the chairman of the board until then, Rikke Schiøtt Petersen, took up the post as liquidator. The resigned board members and the managing director took position in an informal supervisory committee, which has followed the liquidation process and has assisted with liquidation tasks.
On 11 June 2015 the transfer of the Aller Holding shares to Aller Holding A/S was completed, and Rella
Holding received the sales price of DKK 1.772bn on its bank account in Ringkjøbing Landbobank.
Simultaneously Rella Holding repaid its bank debt, which at the time amounted to DKK 120m, and placed
DKK 1.65bn on a term deposit in Ringkjøbing Landbobank.
The Company's entrance into voluntary solvent liquidation was registered by the Danish Business Authority on 4 May 2015, and thereby the 3 months statutory notice period began. The statutory notice period thus ends on 4 August 2015. No claims from creditors have been received as at 13 July 2015, which have not been paid.
The liquidator has on 9 July 2015 called for a final and extraordinary general meeting to be held on 6 August
2015 at 4 p.m.
Rella Holding has, in the period, received dividends from Aller Holding A/S of DKK 25.9m, which was DKK 2.8m less than the dividends received in 2014 due to Aller Holding A/S lowering the dividend percentage.
In the profit statement for the period the realized gain on sale of the holding of shares in Aller Holding A/S is included with DKK 1,230.5m. As the now sold share holding in the Annual Report for 2014 was revalued to the agreed sales price, the realized gain in 2015 is countered by a reversal of last year's revaluation of the Aller Holding shares, which reversal is seen under the items 'other comprehensive income'. The net impact on Comprehensive Income of the sale of the Aller Holding shares is thus only DKK -0.29m corresponding to the transactions costs on the sale.
TH E LIQ UIDATO R' S REVIEW
The administrative costs in the period were DKK 2.0m. This figure includes costs for liquidating the Company including costs for holding the final extraordinary general meeting, costs for obtaining a tax clearance, delisting fees to Nasdaq Copenhagen, remaining remuneration for audit of the Annual Report for
2014 and remuneration for audit of the present final liquidation accounts, the liquidator's remuneration and payment of contractual obligations in termination periods etc.
The period's interest expenses amount to DKK 3.2m. Apart from interest expenses on the Company's bank debt, which were repaid, when the sales price for the Aller Holding shares was received, the figure includes negative interest of DKK 1.4m on the Company's bank deposit corresponding to -0.5% per annum, which is caused by the prevailing negative interest rates on short term deposits in Danmarks Nationalbank.
When adding up the above mentioned items, the Company has, in the period, realized a positive
Comprehensive Income of DKK 20.4m before as well as after taxes.
The Company will not incur any taxes on the income in the period, as the Company's dividends received from Aller Holding A/S and the gain on sale of the shares in Aller Holding A/S are tax free, because Rella Holding owned more than 10% of the share capital in Aller Holding A/S.
The period's profit and the comprehensive income are as expected when publishing the Annual Report for
2014.
The Company's long term financial assets have in the period 1 January 2015 to 13 July 2015 been reduced from DKK 1,772m to DKK 0 because of the sale of the shareholding in Aller Holding A/S.
The Company's only asset as of 13 July 2015 is liquid funds of DKK 1,650m, which figure can be compared to liquid funds of DKK 0 at the beginning of the period. From the liquid funds are deducted negative interest on term deposits for the period from receipt of the sales price for the Aller Holding shares until 11 August
2015, when the shareholders' equity is expected to be distributed to the shareholders through the Danish
Central Securities Register.
The Company's long term debt has, in the period, been reduced by DKK 137.6m to DKK 0, as the
Company's bank debt has been repaid.
The short term debt has also been repaid and has thereby been reduced by DKK 1.2m.
The shareholders' equity amounts to DKK 1,650m.
The shareholders' equity has, in the period, been positively influenced by the period's comprehensive income of DKK 20.4m and negatively by the purchase price of DKK 3.8m for treasury shares. The purchases of treasury shares took place before the Company entered into voluntary solvent liquidation on 30 April 2015.
The shareholders' equity corresponds to 100% of the assets against 92% on 31 December 2014.
During the accounting period, Rella Holding has acquired 82,228 treasury shares at market prices (on average a price of DKK 46.0 per treasury share) on Nasdaq Copenhagen, and the total holding of treasury shares amounts thereby today to 400,101 shares.
Rella Holding A/S in liquidation9THE LIQ UIDATO R' S REVIEW
The Company' share capital is composed of 21,600,000 shares and after deduction of treasury shares the
number of outstanding shares amounts to 21,199,899 shares.
The shareholders' equity of TDKK 1,650,005 distributed on the number of outstanding shares amounts to DKK 77.83 per share, which corresponds to the net liquidation proceeds per share, which are expected to be distributed to the shareholders as soon as possible after the final liquidation has been approved at the final extraordinary general meeting, which will be held on 6 August 2015.
There are no particular risks for the Company as at the reporting day. The Company's only asset is a deposit in Ringkjøbing Landbobank, which is on of Denmark's most solid banks.
The Company has no debts nor any contractual obligations.
ACCOUNTING PRINCIPLES
The final liquidation accounts for Rella Holding A/S in liquidation has been prepared in accordance with International Financial Reporting Standards (IFRS) issued by The International Accounting Standard Board (IASB) and adopted by the EU and in accordance with additional Danish disclosure requirements for final liquidation accounts.
Rella Holding A/S in liquidation has implemented those accounting standards and interpretation notes that became in force for 2015. None of these have had any impact on recognition and measurement in the present final liquidation accounts.
The final liquidation accounts have been prepared in DKK 1,000.
The accounting principles as described below are unchanged from the Annual Report for 2014.
The Company has entered into liquidation according to the regulations for voluntary solvent liquidations, and therefore recognition, measurement, classification and presentation of items in the accounts have been made with due respect to these circumstances, which implies the following:
Liquidation costs are included in the profit and loss account under the item Administrative Costs.
The Company's assets are measured at realizable value.
The Company has entered into a term deposit agreement with its bank, according to which the Company pays a negative interest rate of 0.5% per annum of the balance on the term account. The negative interest until the day of expected distribution of the shareholders' equity to the shareholders is in the accounts deducted from the term deposit in the bank, and thus the term deposit in the accounts corresponds to the revenue from closure of the term deposit account on 11 August 2015.
The Company has no operating segments from which turnover can be derived and therefore gives no segment information.
Financial items
Financial items comprise interest income and expenses, dividends and amortization premium/allowance
concerning debt to credit institutions. Interest income and expenses are accrued based on the principal and the effective rate of interest. Dividends are recognized when the right to the dividends finally vests.
The 'Tax on the result' shown in the Comprehensive Income Statement is calculated on the profit according
to the accounts adjusted for non-taxable income and expenses.
Deferred tax liabilities and deferred tax assets are computed according to the balance sheet liability method on the basis of all temporary differences between the carrying amount and tax base of assets and liabilities and are recognised in the balance sheet at the tax rate applicable. However, deferred tax is not recognised on temporary differences relating to goodwill which is non-amortisable for tax purposes and other items where temporary differences, except for acquisitions, have arisen at the date of acquisition without affecting either the net profit or loss for the year or the taxable income.
To continue reading this noodl, please get the original version here.
|
distributed by
|
