|
Notes to the company balance sheet as at 31 December 2004in millions of euro unless stated otherwise
 |
Financial fixed assets | |
Total |
Participating interests |
Other receivables |
| |
|
|
|
| Position as at 01-01-2004 |
513 |
510 |
3 |
 |
|
|
|
| Exchange rate differences |
5 |
5 |
- |
|
|
|
|
| Share in result of participating interest |
- 159 |
- 159 |
- |
|
|
|
|
| Redemption |
- 2 |
- |
- 2 |
|
|
|
|
| Position as at 31-12-2004 |
357 |
356 |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
The 100% participating interest in Vedior Holding B.V. is reported under financial fixed assets.
The other receivables relate to the interest-free loan outstanding to one member of the Board of Management following the share issuance agreements as described here. The €2 million redemption relates to amounts repaid and forgiven in 2004 on the interest-free loan outstanding to Mr. Martin.
 |
Current assets | |
2004 |
2003 |
| |
|
|
| Receivables from Group companies |
306 |
307 |
|
|
|
| Taxes |
5 |
4 |
|
|
|
| Other receivables |
1 |
- |
|
|
|
| |
312 |
311 |
|
|
|
|
|
|
|
|
|
 |
Current liabilities | |
2004 |
2003 |
| |
|
|
| Banks and other financial liabilities |
58 |
55 |
|
|
|
| Other liabilities |
3 |
3 |
|
|
|
| |
61 |
58 |
|
|
|
|
|
|
|
|
|
 |
Shareholders' equity Statement of movements | |
Total |
Issued capital |
Share premium surplus |
Retained result/ accumulated deficit |
| |
|
|
|
|
| Position as at 01-01-2003 |
943 |
11 |
1,156 |
- 224 |
|
|
|
|
|
| Equity issue |
2 |
|
2 |
|
|
|
|
|
|
| Restricted share plan |
4 |
|
|
4 |
|
|
|
|
|
| Dilution on associates |
1 |
|
|
1 |
|
|
|
|
|
| Result for the year |
- 193 |
|
|
- 193 |
|
|
|
|
|
| Payment to (preference) shareholders |
- 17 |
|
- 17 |
|
|
|
|
|
|
| Exchange rate differences |
26 |
|
|
26 |
|
|
|
|
|
| Position as at 01-01-2004 |
766 |
11 |
1,141 |
- 386 |
|
|
|
|
|
| Equity issue |
2 |
|
2 |
|
|
|
|
|
|
| Restricted share plan |
2 |
|
|
2 |
|
|
|
|
|
| Result for the year |
- 151 |
|
|
- 151 |
|
|
|
|
|
| Payment to (preference) shareholders |
- 16 |
|
- 16 |
|
|
|
|
|
|
| Exchange rate differences |
5 |
|
|
5 |
|
|
|
|
|
| Position as at 31-12-2004 |
608 |
11 |
1,127 |
- 530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued capital
The authorised capital was increased and redesignated when the Articles of Association were amended on 30 September 2002 and amounts to €20 million, divided into:
 |
320 million ordinary shares of €0.05 |
|
40 million preference class A shares of €0.01 |
|
36,000 preference class B shares of €100 |
Of which issued:
| |
2004 |
2003 |
| |
|
|
| 166,115,896 ordinary shares of € 0.05 |
8 |
8 |
|
|
|
| 34,323,680 preference class A shares of € 0.01 |
- |
- |
|
|
|
| 27,000 preference class B shares of € 100 |
3 |
3 |
|
|
|
| |
11 |
11 |
|
|
|
|
|
|
|
|
| In connection with the acquisition of Acsys Inc. in May 2000, Vedior and ING entered into a joint-venture agreement. Acsys Inc. is a wholly owned subsidiary of Tiberia B.V. in which Vedior holds 14.4 million common shares and in which ING holds 30.0 million cumulative preferred shares with a cumulative preferred dividend of €2.4 million per annum. Furthermore, ING has provided an exchangeable loan of €44 million to Tiberia B.V.
ING has the right to convert the cumulative preferred shares into certificates of ordinary shares of Vedior N.V. at a price of €16.00. Furthermore, ING has the right to convert the loan into certificates of ordinary shares of Vedior N.V. at a price of €16.00 if, simultaneously, ING converts the cumulative preferred shares. If at any time, the closing prices of the certificates of ordinary shares of Vedior N.V. equals or exceeds €20.00 for at least 60 consecutive trading days, the preferred shares and the loan must be converted at a price of €16.00.
In May 2005, Vedior N.V. has the right to purchase the preferred shares against their par value and to purchase the loan at a purchase price equal to the outstanding amount. If Vedior N.V. does not exercise these rights, ING has the right to convert the preferred shares and the loan into certificates of ordinary shares of Vedior N.V. at market price.
The ordinary shares for which certificates (bearer depositary receipts) have been issued are held by the foundation for ordinary shares, based in Amsterdam, the Netherlands.
The preference class A and B shares for which bearer depositary receipts have been issued are held by seperate foundations for preference shares, based in Amsterdam, the Netherlands. |
|