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CAMELLIA PLC
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Perivan Financial Print 253296
2018
131
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CAMELLIA PLC
REPORT AND ACCOUNTS 2018
CONTENTS
Camellia at a glance
Directors and advisers
Chairman’s statement
Chief Executive’s report
Chief Financial Officer’s report
Strategic report
Report of the Directors
Corporate governance
Statement of Directors’ responsibilities
Remuneration report
Consolidated income statement
Statement of comprehensive income
Consolidated balance sheet
Company balance sheet
Consolidated cash flow statement
Company cash flow statement
Statement of changes in equity
Accounting policies
Notes to the accounts
Report of the independent auditors
Five year record
page
2
4
5
6
16
19
25
28
32
33
35
36
37
38
39
40
41
42
57
106
112
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CAMELLIA PLC
CAMELLIA AT A GLANCE
Camellia Plc is an international Group – a global family of diverse companies with a 131-year history
employing approximately 78,000 people worldwide. Our operations are in Agriculture, Engineering,
Food Service and Investments. From the start, Camellia’s ethos has been based on the highest moral
and professional integrity, and a commitment to doing the right thing – ethically and commercially,
globally and locally. Profits are our lifeblood but not our soul.
Our business is built on two fundamental principles:
■
Long-termism. We see ourselves as custodians, holding our business in trust for future generations.
We believe we have a responsibility to ensure the stability, security and continuity of all our
businesses, so they can be passed on to the next generation as enduring operations. We recognise
that people and businesses take time to establish and grow to their full potential and we are happy to
wait for that to happen. We are deeply committed to improving the long-term stability and well-being
of our businesses, the communities and the environments in which we operate.
■
Sustainability. We are committed not only to the ultimate welfare of our employees but also to the
communities in which they live. We believe our businesses can and should grow with respect and
care for the environment rather than at the cost of it. We proactively invest in ensuring that the
environments where we do business are continually protected and improved, and seek to minimise
the impact of our business on the environment.
The profit after tax from continuing operations in the year to 31 December 2018 was £32.5 million (2017:
profit £15.4 million) and the Segment trading profit and loss information set out below is extracted from
note 1 on page 57 of the Accounts.
Our business is made up as follows:
Agriculture
2018: Revenue – £245.3 million, Segment trading profit – £51.0 million
Locations
India, Bangladesh, Kenya, Malawi
Kenya, South Africa, Malawi
Kenya
Brazil
Kenya, Malawi, Brazil
Bangladesh
USA
USA
South Africa
USA
Kenya
Kenya
Kenya
Mature
Area
Ha
32,145
2,744
415
3,477
2,293
1,610
169
131
50
56
–
Immature
Area
Ha
2,598
960
303
–
3,689
365
8
–
23
–
10*
1,580
4,436 head
Core crops
Tea
Macadamia
Avocados
Speciality crops
Arable
Forestry
Rubber
Citrus
Pistachios
Wine grapes
Almonds
Blueberries
Other
Joint Projects
Livestock
*planted in 2019
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CAMELLIA PLC
CAMELLIA AT A GLANCE
ENGINEERING
2018: Revenue – £22.2 million, Segment trading loss – £0.6 million1
Subsidiary
Locations
Abbey Metal Finishing and Atfin UK, Germany
A JT Engineering
UK
1Includes the results for GU Cutting & Grinding, BMT (Great Yarmouth) and XiMo which were sold during 2018
FOOD SERVICE
2018: Revenue – £41.5 million, Segment trading profit – £1.6 million1
Subsidiary
ACS&T
Jing Tea
Locations
UK
UK
1Includes the results of Affish and Wylax which were sold during 2018
INVESTMENTS
Investment type
Locations
Investment Portfolio
Investment Property
Collections
Global
UK, Malawi, Isle of Man, Brazil
UK, India
*Collections are stated at cost
ASSOCIATES
2018: Share of results after taxation – £7.6 million
Location
Activity
BF&M
United Finance
United Insurance
Bermuda
Bangladesh
Bangladesh
Life and Non-life insurance
Banking
Non-life insurance
Market value at
31/12/18
£’m
39.6
23.7
9.5*
Holding
%
37.2
38.4
37.0
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CAMELLIA PLC
DIRECTORS AND ADVISERS
Directors
Malcolm Perkins, FCA
Chris Relleen, FCA
Tom Franks, FCA
Graham Mclean, MSc
Susan Walker, FCCA
William Gibson
Frédéric Vuilleumier
Gautam Dalal, FCA
(i) Audit committee
(ii) Remuneration committee
(iii) Nomination committee
Chairman (iii)
Deputy Chairman, independent non-executive
Director and senior independent Director (i) (ii) (iii)
Chief Executive
Director of Agriculture
Chief Financial Officer
Independent non-executive Director (i) (ii) (iii)
Independent non-executive Director
Independent non-executive Director (i)
Group General Counsel
& Company Secretary
Amarpal Takk, LLB
Registered office
Linton Park
Linton
Maidstone
Kent ME17 4AB
Registered number
00029559
Nominated adviser and
broker
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF
Registrars
Independent auditors
Link Asset Services
The Registry
34 Beckenham Road
Kent BR3 4ZF
Deloitte LLP
Statutory Auditors
1 New Street Square
London EC4A 3HQ
Website
www.camellia.plc.uk
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CAMELLIA PLC
CHAIRMAN’S STATEMENT
I am pleased to report the results for 2018, which reflects a profit before tax from continuing operations
of £52.5 million and which includes two significant provision releases amounting to £14.4 million
(2017: profit before tax from continuing operations £27.6 million).
Trading during 2018 was generally strong and reflected not only good weather and some firm markets
but also the progressive investment that we have been making in our businesses. Our tea operations saw
exceptional outputs, with record production of 103mkg. Our two other core crops also performed well,
and with more benign weather, the macadamia crop improved in volume and we achieved a record
avocado harvest. Our UK businesses also returned to a collective profit.
As set out in more detail in the Chief Executive’s report, we made a number of acquisitions and disposals
in the year as we continue to refine and adapt our business portfolio in line with our strategy. A majority
shareholding in Jing Tea was acquired and we also entered into agreements to purchase two farms in
Tanzania. In an important development after the year-end, we acquired two tea estates in Assam, which,
together with our existing estates, we believe makes us the largest private tea producer in the world.
These are long-term projects in line with our strategy to diversify our production footprint and add value
to our products.
Whilst the results for the year were encouraging, we remain alert to global economic uncertainties and
the potential challenges that we may face. Climate change and political instability continue to be major
concerns and the steps that we are undertaking to help mitigate the effects of these are set out in the
Chief Executive’s report.
Overall, 2018 was a very good year for the Group in terms of both strategic execution and financial
performance. With our strong market positions in our core crops and significant net cash resources,
we are well placed to take advantage of any opportunities which uncertain markets may present.
Dividend
Your Board is recommending a final dividend of 102p per share which, together with the interim dividend
already paid of 40p per share, brings the total distribution for the year to 142p per share compared with
135p per share for 2017.
Outlook
During 2019 we will consolidate the progress made in 2018 as we continue to invest in our business and
integrate the new acquisitions. Whilst it remains too early to make meaningful comments about
individual crops, tea auction volumes in Kenya have been very high for some months with average sale
prices below the cost of production since November which is of some concern. Furthermore, these
volumes are impacting the prices in Malawi and there is a risk that our other tea markets could be
adversely affected as their seasons begin. We continue to monitor and prepare for Brexit and, whilst we
expect there to be some impact on our UK businesses, we are confident that the majority of our
operations will be largely unaffected.
Staff
As always, my thanks go out to all our staff for their efforts in 2018.
Malcolm Perkins
Chairman
10 April 2019
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CAMELLIA PLC
CHIEF EXECUTIVE’S REPORT
OVERVIEW
2018 saw the continuing development of Camellia whilst staying true to our roots of building a long-term
sustainable business. We were fortunate in that we experienced broadly benign weather conditions
across most of our agricultural operations, and it is pleasing to be able to demonstrate that our
continued investment in agriculture is delivering financial returns. One-off weather events resulting from
climate change remain a risk and therefore it continues to be a priority to invest in climate mitigators
such as dams and irrigation and to increase the diversification of our production geographies.
Overall, I believe that whilst international trade may become more difficult in the short-term, demand for
our agricultural produce from an increasingly affluent, urbanising, health conscious consumer will
continue to rise. The potential addition of blueberries to our speciality crop portfolio (as described below)
reflects our strategy to benefit from these trends.
Whilst the weather has played a key role in the exceptional tea crop, the investments that we have been
making in our estates and our factories have enabled us to capitalise on that crop. Likewise, after
consecutive drought years, macadamia volumes were up by 45%, but we have the infrastructure in place
to handle these volumes. 2018 also saw a change in the market for tea, whereby almost all the UK major
tea brands are now disclosing the names of the estates from which they buy. This is a welcome
development and I am pleased to confirm that our estates are on those lists.
During the year we continued to build on our strengths by investing and diversifying our agricultural base
both by geography and crop. In the other divisions we are investing in areas where we can add value to
our products and divesting where we do not believe that the business is core to our future.
Acquisitions and Investments
■ During the year we signed contracts to purchase two farms in Tanzania for development into avocado
and macadamia orchards. This will be the Group’s first investment into Tanzania and reflects our
desire to expand our core crop production volumes and diversify our geographic footprint.
Development of these farms, which are currently green field sites with approximately 1,200Ha of
development potential, will take some years.
■
After the year-end, we purchased two tea estates in Assam; Bargang and Harchurah. These are both
well-known and respected marks and will help to balance our portfolio of teas from India.
■ We are investing in two important trials. We planted 23Ha of avocado near Kitale in Kenya which,
if successful, could lead to a development of 600Ha. We have also planted a trial of 10Ha of
blueberries at Kakuzi in Kenya. This is the first time we have trialled blueberries and, if successful,
we have the opportunity to expand the trial substantially.
■ Outside of the Agriculture division we made two acquisitions. We purchased a majority stake in Jing
Tea and the whole of Black Gold Oil Tools. Jing Tea is a UK based branded speciality tea business
which will help us to distribute our high-end teas more profitably and bring us closer to our
consumers. Black Gold Oil Tools is an oilfield services company based in Aberdeen which brings an
additional line of business to A JT Engineering.
The projects highlighted above, particularly in the Agriculture division where we already have significant
development commitments, will require substantial further investment. I am therefore pleased that our
balance sheet remains strong and that we have the resources available to complete these projects.
Divestments
During the year we completed the sales of GU Cutting and Grinding, BMT (Great Yarmouth) and XiMo, all
of which were referenced in the annual report and accounts for 2017.
We also disposed of our interests in Affish and Wylax, the Dutch fish trading businesses which no longer
fitted with our strategy.
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CAMELLIA PLC
CHIEF EXECUTIVE’S REPORT
Financial Performance
The underlying profit before tax from continuing operations (i.e. before taking account of the two
provision releases described below) amounts to £38.1 million, up 38% on the comparable result for 2017.
Whilst we will not always be fortunate enough to experience the benign weather that we had in 2018, it
clearly demonstrates that as we grow and diversify our agricultural operations and focus our
non-agricultural businesses, we are able to enhance our profitability and therefore our dividend.
We also recorded the following significant provision releases:
■
■
A one-off gain of £9.0 million arising from the release of post-employment benefit provisions which
are no longer required. This reflects a change to the labour laws in Bangladesh. We continue to
provide for and pay pensions and gratuities in Bangladesh in accordance with local requirements.
Progress on wage negotiations for prior years across our agricultural operations has resulted in a
£5.4 million gain arising from the release of provisions no longer required.
BUSINESS STRATEGY
The overall Group strategy, which is set out on page 19, remains unchanged with each division expected
to perform against an agreed divisional strategy with goals and targets for the short, medium and
long-term. These are summarised below.
Agriculture
Core crops. To focus on our core crops of tea, macadamia and avocado where we have scale and
geographic diversity. Where appropriate opportunities arise, to add to our production capability in these
three crops, as well as to make aligned acquisitions and investments to enable us to capture more of the
value chain.
Speciality crops. To maintain our portfolio of speciality crops in order to retain the diversity of location
and crop which has historically proven so valuable in diversifying the Group’s political and commodity
price risk.
Engineering
A JT Engineering. To take advantage of the recovering oil sector whilst diversifying into adjacent sectors in
order to create a sustainably profitable engineering business focused on the energy sector.
Abbey Metal Finishing and Atfin. To continue to grow both businesses as quality suppliers to the aerospace
industry.
Food Service
ACS&T. To continue to operate as a niche high quality business in the storage and distribution of frozen
foods, aiming to achieve critical mass by profitable growth and if appropriate, acquisition.
Jing Tea. To grow the existing respected small brand into a larger, more profitable distributor and retailer
of speciality teas internationally.
Investments
Investment Portfolio. The Group has a portfolio, principally of listed investments, the strategy for which
remains to invest in high quality companies where we believe that there is long-term value. This portfolio
also enables us to balance our geographic risk exposure.
Investment Property. The strategy is to continue to invest in quality assets where an appropriate yield may
be realised. The process of developing some of our existing properties to enhance yield will continue.
Collections. The Group has collections of art, philately and manuscripts which are regularly reviewed and
are added to or sold as appropriate.
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CAMELLIA PLC
CHIEF EXECUTIVE’S REPORT
Associates
The Group has three associate companies in the financial services sector of which BF&M, the listed
Bermudian insurance business is the most significant. With all our associates, we continually monitor our
investment and may increase or decrease our holding in the future.
PERFORMANCE
Agriculture
Tea Production
2018 saw the Group’s highest ever production levels through our own and managed factories. Total made
tea produced was 103mkg (2017: 95mkg) which was a record for the Group.
India
Bangladesh
Kenya
Malawi
Total
Mature
area
Ha
14,361
8,578
4,074
5,132
––––––––
32,145
––––––––
Immature
area
Ha
1,435
543
80
540
––––––––
2,598
––––––––
2018
Volume
mkg*
28.1
12.8
14.4
19.1
––––––––
74.4
––––––––
2017
Volume
mkg*
27.6
13.6
13.5
17.0
––––––––
71.7
––––––––
*Estate volumes only, in addition 24.2mkg of Bought Leaf tea was produced (2017: 19.3mkg) and a further 4.5mkg was
produced for managed clients (2017: 4.0mkg)
Tea pricing and operations
India
Overall, India produced record volumes of tea in 2018 as a result of higher Bought Leaf volumes
purchased by Jogopur factory which was expanded last year. Our own estate production was up 3% on 5
year average volumes and Bought Leaf volumes were at record levels, up 48% on 2017 at 8.4mkg.
Average tea prices were generally up on last year across all regions and our average selling price was 7%
up on the prior year. However, this increase was not sufficient to offset multiple mid-year interim wage
increases totalling 33% in West Bengal and 22% in Assam.
It is encouraging that the Darjeeling region has recovered well from the extended strike in 2017 with good
quality teas and strong prices being achieved throughout the year. As part of our investment in Darjeeling
and our commitment to reducing our carbon footprint, two factories have been converted from coal to
Liquid Natural Gas as a heat source for drying and a hydro-electric generation system has been
commissioned at Castleton.
The packet tea operation saw consolidation of the Tea City acquisition made in 2017, a brand
development strategy being rolled out and our sales footprint expanded. Sales volumes grew 14% during
2018 to 10.4mkg.
The replanting programme continued with 227Ha completed and a further 205Ha uprooted for
replanting at a later date.
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CAMELLIA PLC
CHIEF EXECUTIVE’S REPORT
Bangladesh
The Bangladesh tea crop was down on 2017 by 6% at 12.8mkg, as a result of a generally drier year.
The market however was very strong with exceptional prices being attained from August through to
November. Our average prices were up 38% on the prior year.
Operationally, good progress has been made on the replanting and infilling programme with two ‘super-
nurseries’ being established, one of which is the largest in Bangladesh. The replanting and extension
programme continued with 161Ha being completed in the year and an additional two million plants were
used for infilling.
In order to process the anticipated increase in crop, Luskerpore factory was upgraded in the year.
Kenya
Tea production (including smallholders and managed clients) was up on 2017 by 10% and was our second
highest production year ever. This trend however was reflected across Kenya resulting in record national
production and as a result prices have been under pressure. Auction volumes at Mombasa in the year
were at a record high of 458mkg, easily surpassing 2016’s record of 408mkg. Our auction prices peaked in
February but have declined since then and from November have been below our cost of production. Our
average selling price for the year was 6% below that of 2017.
Disappointingly, whilst there has been some progress, the 2014/15, 2016/17 and 2018/19 Collective
Bargaining Agreements have still not been agreed although discussions with the union are ongoing. As
ever, these delays cause uncertainty for us and frustration for the workforce.
As reported last year, we continue to invest in field and factory technology and our new mechanical
harvester is now being field trialled. Successful trials have also been conducted on a continuous withering
system leading to plans for further investment in this technology. We also installed a new fluid bed drier
in Kepchomo factory which has proved successful in reducing energy requirements whilst improving tea
quality.
We replanted a total of 41Ha in 2018 (2017:16Ha) and uprooted a further 49Ha for replanting in 2019. The
replanting program has been mechanised significantly to improve productivity.
Malawi
As a result of ideal weather conditions with excellent rainfall and the return of the winter ‘chiperoni’,
Malawi produced a consecutive record crop (including smallholders) for the year of 22mkg, up 13% on
2017. Encouragingly, our average prices were up 3% on 2017 and the market showed strong demand for
Malawi teas in 2018 despite the oversupply of tea at the Mombasa auction.
Developments included expanding the withering at Ruo factory and replanting a total of 106Ha in 2018
(2017: 99Ha).
Eastern Produce Malawi now produces about 42% of Malawi’s total tea production and is therefore a key
stakeholder in the MOU 2020 process (a coalition of producers, buyers and NGOs seeking to revitalise the
industry and working towards a sustainable wage rate for employees). Wage negotiations and a collective
bargaining agreement were successfully concluded during 2018, awarding 22% wage increases during the
year. During 2018 we saw continued progress on women’s empowerment programs, farmer field schools,
and the introduction of improved nutrition provision in the daily meal. These developments are positive
for us, the industry in Malawi and the workforce and their communities. The tea industry in Malawi is
however critically dependent on the continued support of the international tea buyers at the Malawi
auction if it is to continue these developments.
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CAMELLIA PLC
CHIEF EXECUTIVE’S REPORT
Macadamia Production
Macadamia production in 2018 increased substantially as weather conditions improved. With the trees
still recovering from two dry years, yields remain below optimal levels but we are optimistic as to their
eventual recovery with favorable weather conditions.
Malawi
South Africa
Kenya
Total
Mature
area
Ha
1,296
863
585
––––––––
2,744
––––––––
Immature
area
Ha
212
301
447
––––––––
960
––––––––
Volume
2018
Tonnes
472
429
229
––––––––
1,130
––––––––
Volume
2017
Tonnes
329
273
178
––––––––
780
––––––––
Macadamia Pricing
Despite the increased volumes from Africa, Macadamia prices in the year remained firm and for certain
grades increased by as much as 23%. Our average selling price for the year was 18% ahead of 2017.
Macadamia Operations
Malawi
Volumes were 43% up on 2017, a significant improvement although still 19% below our best year in 2014.
Early indications for 2019 volumes are that they will be broadly in line with those of 2018.
South Africa
Production volumes were 57% up on 2017. Developments included completion of the third phase of the
Zetmac cracking facility renovation and upgrade, and continuing work on the Mambedi dam. In 2018,
80Ha were planted on Mambedi estate.
Regrettably with regard to the Wales estate, which amounts to 191Ha of mature macadamia, we have
made no progress towards renewing the lease for the property. Dialogue continues with the claimant
community, however it is now likely that the 2019 harvest will be the last from this estate.
Kenya
Production volumes were 29% up on 2017 as a result of improved weather and maturing orchards.
Developments included 6Ha of new planting.
Avocado Production
Mature
area
Ha
Immature
area
Ha
Volume
2018
mkg*
Volume
2017
mkg*
Kenya
415
303
11.0
7.3
*Estate volumes only. In addition, 5mkg of smallholder fruit was received (2017: 0.9mkg)
Avocado Pricing and Operations
2018 was a very good year for avocado production with a record 2.8 million exported cartons. Our own
estate Hass avocado production was 2.1 million cartons and there was also a record volume of smallholder
Hass exported at over 0.5 million cartons, with other varieties making up the remainder.
However, Kenya was not the only country to see very large volumes of fruit. From May, unprecedented
volumes of avocados arrived in Europe from Peru and South Africa, and as a result the prices in the
European market came under severe pressure. Over the year our average estate Hass prices were down
about 40% on 2017 with a consequential impact on profitability.
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CAMELLIA PLC
CHIEF EXECUTIVE’S REPORT
During the year we planted an additional 25Ha of Hass avocados and 73Ha of Pinkerton avocados which
brings the total planted area to 718Ha. In addition, the planting of a 23Ha trial of avocados near Kitale in
Kenya was completed and, so far, the trees are doing well. If this trial proves successful there is a total of
600Ha which may be planted.
Speciality Crops Production
Arable (Brazil)
Rubber (Bangladesh)
Citrus (USA)
Pistachio (USA)
Wine grapes (South Africa)
Almonds (USA)
Pineapples (Kenya)
Forestry
Livestock
Mature
area
Ha
Immature
area
Ha
3,477
1,610
169
131
50
56
**
–
365
8
–
23
–
**
Volume
2018
Tonnes
31,445
649
3,773
712
317
111
404
Volume
2017
Tonnes
24,472
640
8,851
30*
444
100
1,414
2,293
3,689
m3
47,767***
m3
93,758***
No of head No of births No of births
4,436
948
912
*
2017 was an ‘off’ year for Pistachios
** Pineapple production was phased out during 2018
*** Volumes quoted are for conversion to value addition products rather than fuel wood for our own use
Speciality Crops, Pricing and Operations
Arable
Soya volumes were down about 3% on the record levels of 2017 but Maruque farm in Brazil managed to
produce the highest yields in the district. Soya prices were slightly down on last year. Maize was planted
on a larger area this year and as a result, volumes were up by 25%. Average prices were up by 26%.
Rubber
Rubber is grown on areas of the tea estates unsuited for growing tea. Production in 2018 was slightly
ahead of 2017 but prices remain below the cost of production.
Citrus
Following last year’s exceptional crop, volumes of Murcotts were significantly down this year but this was
offset in part by an excellent Navel orange crop which also fetched good prices.
Pistachio
2018 was an ‘on’ year for Pistachios and volumes and prices were in line with expectations.
Wine
2018 started disappointingly as the severe drought in the Cape region of South Africa reduced bulk wine
production by 39%. However, a new marketing strategy and the appointment of a new international agent
saw sales rise by 25%. During the year 8Ha of vines were replanted bringing the total planted area to 73Ha.
Almonds
The almond crop was a little behind expectations following a heavy frost in the middle of flowering in 2018.
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CAMELLIA PLC
CHIEF EXECUTIVE’S REPORT
Forestry
Production of eucalyptus in Brazil reduced substantially, as did prices, reflecting muted demand during
the year and a one-off large contract delivered during 2017.
Livestock
Livestock sales remained in line with that of the prior year with prices increasing marginally.
Blueberries
In a new crop for us, we have established a 10Ha blueberry trial at Kakuzi in Kenya. These plants are
grown in pots in polytunnels and therefore require extensive infrastructure, however this means that they
can be grown on otherwise unproductive areas of the farm. Following completion of the infrastructure,
planting commenced in January 2019. If successful, there are substantial additional areas of Kakuzi which
could be developed.
In total, the Agriculture division made a segment trading profit of £51.0 million (2017: £35.6 million) on
revenue of £245.3 million (2017: £239.4 million), as set out in note 1 to the Accounts.
Engineering
A JT Engineering had a slower than anticipated start to 2018 but improved as the year progressed.
Revenue for the year rose by 82% to £13.3 million. During the year A JT Engineering acquired a small
company, Black Gold Oil Tools, which provides an additional aligned revenue stream as well as an
adjacent site which will allow the separation of machining and fabrication activities.
Abbey Metal Finishing had slightly increased revenue in the year but with a reduced margin. Atfin’s
revenues increased 6% in the year and margins improved reflecting economies of scale.
BMT (Great Yarmouth), GU Cutting and Grinding and XiMo were sold during the year.
In total, the Engineering division made a segment trading loss of £0.6 million (2017: trading loss
£2.6 million) on revenue of £22.2 million (2017: £20.5 million), as set out in note 1 to the Accounts.
Food Service
With its estate of cold stores effectively at maximum capacity, additional transport contracts saw ACS&T
revenues increase 7% on 2017. However, there was a minor reduction in profitability as a result of
changes to the business mix and provisions for dilapidations.
Jing Tea traded in line with expectations and made a small loss for the year as it invested in line with its
expansion strategy.
The remaining food service businesses were disposed of during the year.
In total the Food Service division made a segment trading profit of £1.6 million (2017: £1.8 million) on
revenue of £41.5 million (2017: £37.8 million), as set out in note 1 to the Accounts.
Investments
Investment Portfolio. The gains on sale for the year were £0.4 million (2017: £0.7 million). Due to the
implementation of IFRS 9, £0.3 million of this gain was reflected in the Income Statement and £0.1 million
in the Statement of Comprehensive Income. The total value of the portfolio at 31 December 2018 was
£39.6 million (2017: £47.0 million). The reduction reflects a number of disposals in the year and the
weakening in the equity markets in the second half of 2018.
Investment Property. We continue to work on our estate of investment property in order to maximise the
value and the yield. Two properties on the Linton Park Estate were converted to residential, whilst
another property was acquired and is now being refurbished ready for rental.
Collections. The collections are held at cost. A number of minor additions and disposals were made during
the year.
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Associates
BF&M experienced an improvement in its trading performance mainly as a result of a fall in claims
payable in the year, 2017 having been impacted by two category 5 hurricanes in the Caribbean. As a
result, BF&M’s profit before tax was Bermudian Dollar 18.7 million (2017: Bermudian Dollar 1.9 million).
Our two associate companies in Bangladesh, United Insurance and United Finance, produced satisfactory
results, broadly in line with expectations.
In total, our share of the results of associates amounted to £7.6 million (2017: £2.0 million).
POLITICAL, LEGISLATIVE AND LEGAL ISSUES
The Group is present in many jurisdictions and is subject to local legislation. We previously disclosed that
at the start of 2016 the Government of Malawi put forward new legislation which proposed, inter alia, the
conversion of all freehold property into 50 year leaseholds. The final legislation has now been published
and I am pleased to say carries no such provisions.
In 2018, the Kenyan National Land Commission was asked by a small number of claimant groups to
investigate historical land injustice claims concerning lands registered in the name of Kakuzi and Eastern
Produce Kenya. The land claims have been refuted through the Kenyan legal system. A constitutional
petition has been filed and also a request to stay the proceedings of the National Land Commission until
the legal position has been determined. We continue to keep the situation under review.
Brexit
Brexit and the potential impact across the Group is something for which we have been preparing over the
last two years. The significant uncertainty as to the precise structure and timing of any eventual Brexit
continues to pose challenges for these preparations.
Whilst we expect there to be some impact on our UK operations, we are confident that the majority of
our operations will be largely unaffected. The direct impact of a no-deal Brexit on our Group primarily
arises from potential import and export tariffs, changes to the way trade flows between the UK and rest
of the world and, from a financial perspective, the volatility of exchange rates.
Apart from our operations in Malawi and Kenya, none of our Agriculture businesses sell directly into the
UK. In Malawi and Kenya, we sell a relatively small proportion of our produce into the UK. Current UK
Government guidance suggests that no tariffs will be imposed on UK black tea imports, while imports of
macadamia are expected to incur tariffs at 2% and avocados at 4%. Undoubtedly these additional costs
will be shared by the participants in the supply chain, if they arise. Our Agriculture operations are not
reliant on the UK for supplies of materials or equipment.
Our UK based operations are likely to see higher costs from import duties. However, in the short term the
issue is likely to be disruption to the supply of raw materials, chemicals and parts. As a contingency, all
the UK operations have increased their stock holding to provide a buffer. Export activity is limited, except
at Abbey Metal Finishing where a material proportion of sales are to the EU. A no-deal Brexit could result
in delays to sales and an increase in working capital requirements if there is disruption at the ports, and
margin pressure as a result of import duties incurred by customers. Jing imports tea from Asia and its
green tea imports to the UK may be subject to tariffs at 3%, however this is not currently a material
element of that business.
Our investment portfolio has minimal direct exposure to UK markets. However its value may be impacted
by the effect of volatility in exchange rates and in financial markets more widely.
In addition, there is a potential risk that we could incur additional tax costs e.g. if we are unable to recover
VAT on purchases from the EU or if there are changes to withholding tax rates on dividends received from
any of our overseas subsidiaries.
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CAPITAL INVESTMENT AND DEVELOPMENT
We continued to invest in our assets during the year and £17.4 million was spent on property, plant,
equipment and investment property (2017: £15.0 million). Key projects are referred to in the operational
reports above. A further £4.3 million (2017: £6.0 million) was invested in bearer crop and forestry plantings.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Sustainability, whether it is environmental or social is fundamental to the ethos of Camellia. Many of our
operations have histories going back over 100 years and we continue to invest in them for the long-term.
Ensuring, therefore, that the environments and communities on which we depend are maintained and
enhanced is key to our future.
This year, for the first time we will also be publishing on our website a separate Environmental, Social and
Governance report. This report will allow us to add more detail as to the breadth and scale of activities that
we undertake in this area and highlight our commitment to it. Further guidance on our approach to
Governance, Sustainability and CSR is also set out in the Strategic Report on pages 19 to 24 of this document.
Performance
As part of our environmental impact assessment we measure total energy consumption, carbon
emissions, and water usage as set out below.
Energy and Carbon
Total Energy consumed (TWh)
Total Carbon emissions (tonnes CO2e)
Water
Total water withdrawal (million m3)
2018
2017
2016
1.13
217,320
1.25
222,775
1.22
224,277
40.7
40.9
40.1
These numbers set out actual usage, prior years have not been adjusted to reflect acquisitions, disposals
or other corporate activity.
One of the largest uses of energy in the Group is the requirement to process and dry our tea crop. The
investments that we have been making to increase energy efficiency in our tea factories has enabled us
to reduce our energy usage from 1.33kg to 1.25kg of CO2 per kg of made tea, a reduction of 6.4%.
Furthermore, we increased our use of renewable energy by 57% over the year resulting in a further drop
in total carbon emissions.
Total water usage was similar to 2017 reflecting the better weather conditions offset by the increased crop.
We continue to pursue initiatives to reduce our environmental impact including:
■
■
■
Increasing efficiency by modernising and introducing energy efficient technology.
Changing our types of fuel to those which are more sustainable or renewable.
Adapting our agricultural practices to maximise the efficiency with which we use water, fertilisers and
other resources.
As part of our investment in social sustainability, we continue our long-term plan of upgrading our
housing to ensure that it complies with the latest SAN standards and work with the local communities,
unions, NGOs and governments to improve the local infrastructure.
One area that I would like to highlight is the increasing number of partner projects with which we are
involved. These are projects which we jointly undertake, primarily with our customers but frequently with the
involvement of local government and NGOs. This co-operation allows us both to accelerate certain social
initiatives on the estates and also to make sure that we have access to the best solutions available globally.
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Some of the key initiatives that took place during 2018 included:
■
■
■
■
Partnership for Community Health Advancement, Darjeeling, India. This project, which has been carried
out at Margaret’s Hope Tea Estate in Darjeeling in conjunction with Twinings and DLR Prerna (a
Darjeeling Development organisation), is aimed at improving sanitation and hygiene practices.
Running over four years, it involves both educational elements and significant upgrades to the
sanitation infrastructure.
ETP – UNICEF Programme, Assam, India. This programme, of which we are only a part, is being
implemented by UNICEF, co-ordinated by the Ethical Tea Partnership and supported by their
members. The programme goals are to realise the rights of children, adolescents and women across
the tea estates of Assam. By participating in this programme, we believe that we can demonstrate the
ability of properly managed tea estates to be a force for good in a region which has a long history
of deprivation.
Baby Nursing Unit, Nandi Hills, Kenya. This project which was built with support from Taylors of
Harrogate provides facilities for breast-feeding mothers at the Chemomi Estate. The unit is used by
over 300 women, thereby allowing them to remain a part of the economic process.
Farmer Field Schools, Malawi. In order to promote biodiversity, maintain the local landscape and
prevent soil erosion, we have been working with the Ethical Tea Partnership and the local community
to establish tree nurseries and plant indigenous species on Mulanje mountain.
SUMMARY
2018 was an important year for the Group in which we made tangible progress on our long-term strategy.
In particular, we have now divested those businesses which we felt to be unsuitable for further
investment and have invested in a number of strategically aligned projects which will help us to meet our
goals and secure the future for all our stakeholders.
Tom Franks
Chief Executive
10 April 2019
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Overview of Results
The profit after tax for the year ended 31 December 2018 was £32.3 million which includes two large
provision releases (2017: £30.2 million, including £14.8 million of profit from discontinued operations).
Profit before tax from our continuing operations in 2018 was £52.5 million (2017: £27.6 million). This
improvement reflects, inter alia, a significant increase in profits as a result of continued strong average
selling prices for tea, improved volumes and strong prices for our macadamia crop, improved trading at
BF&M, and two significant items:
■
■
A £5.4 million gain from the release of provisions for wage increases relating to prior years in our
Agriculture operations following progress on wage negotiations.
The release of a £9.0 million provision in Bangladesh for post-employment benefit obligations from
which the tea industry has been exempted.
Excluding these items, the underlying profit before tax from continuing operations was £38.1 million
(2017: £27.6 million).
Equity attributable to the owners of Camellia was £395.5 million (2017: £368.4 million) with net cash and
cash equivalents of £109.6 million (2017: £106.8 million).
Effect of Disposals
As a consequence of the decision to sell GU Cutting and Grinding and BMT (Great Yarmouth), these
businesses were reclassified as held for sale at the end of 2017 and an impairment charge of £1.8 million
was recognised in 2017.
During 2018, GU Cutting and Grinding, BMT (Great Yarmouth) and XiMo were sold. The 2018 trading loss
for these businesses was £0.2 million (2017: loss £0.8 million) and is reported within Engineering.
Affish and Wylax were sold in December 2018 and the 2018 trading loss for these businesses £0.2 million
(2017: loss £0.4 million) is reported within Food Service.
Discontinued Operation
As previously disclosed, during 2017, the Group completed the sale of Duncan Lawrie’s UK asset
management business as well as the disposals of various businesses operated by Duncan Lawrie’s Isle of
Man subsidiaries. Duncan Lawrie’s banking licences were surrendered in 2017 and the business is now
closed.
The loss from the discontinued operation in 2018 was £0.2 million (2017: profit £14.8 million).
Currencies
Over the course of the year, Sterling weakened against all our key operating currencies, except against
the Bangladesh Taka and South African Rand where there was a marginal strengthening. This has
resulted in a gain on foreign exchange translation of £11.6 million (2017: loss £28.4 million) which is
reflected in the Statement of Comprehensive Income. Had we translated our profit before tax for the year
using the same average rates as last year, our results for 2018 would have been £0.7 million higher. Our
profit before tax from continuing operations includes an exchange gain of £0.2 million on transactions
during the year (2017: loss £0.1 million).
Cash
The Group’s net cash position increased to £109.6 million for the year (2017: £106.8 million) reflecting,
inter alia, strong net cash inflows from continuing operating activities of £24.5 million (2017: inflow £30.9
million) and significant continued investment in our businesses. The Group has loans outstanding
amounting to £3.9 million.
A number of the Group’s key trading subsidiaries have minority shareholders such that when cash is
repatriated to the UK by way of dividends, those minorities are entitled to their share of the relevant
dividend. In a number of cases, withholding taxes are also payable from our share of those dividends.
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Funds are reserved within our subsidiary companies for:
■
Long-term development projects related to our core crop portfolio.
■ Ongoing wage negotiations, the largest of which is the multi-year Kenyan Collective Bargaining
Agreement (referred to below) which has been ongoing for 5 years, on which some limited progress
has been made.
■ Disputed taxation assessments (see below).
These will reduce the net cash available to the Group in future years as they are spent, resolved, or (in the
case of the disputed taxation assessments) if they are not settled in the way we expect.
Dividends
Camellia has a long track record of steady dividend growth. The Board is recommending an increase in
the final dividend for 2018 to 102p per share, giving an aggregate increase for the year of 5.2% and a total
dividend of 142p per share.
Taxation
The Group’s effective tax rate of 38.2% (2017: 28.8%) reflects the increase in the proportion of profits
earned in higher rate overseas jurisdictions. 2017’s effective tax rate reflects the fact that the gains on
disposal of Duncan Lawrie Asset Management are expected to be exempt from tax.
Tax and Other Provisions
Certain of the wage negotiations in Kenya remain unresolved for the Collective Bargaining Agreement
years of 2014/15, 2016/17 and 2018/19 which creates significant uncertainty as to the cost base of our
businesses in Kenya. We also have ongoing wage negotiations in Bangladesh and India. We consider we
have made adequate provision for the likely outcome of these negotiations.
In addition, as previously disclosed:
■ We are carrying provisions for taxation arising from assessments raised by the Malawi Revenue
Authority for unpaid taxes from prior years. The amount of this provision is £2.3 million at
31 December 2018.
■
■
In India assessments have been received for £4.1 million of excise duties and £1.3 million of income
taxes. These are being contested and no provisions have been made.
In India, a long running dispute between our local subsidiaries and the Government of West Bengal
over the payment of a land tax, locally called ‘Salami’, remains unresolved. Lawyers acting for the
Group have advised that payment of Salami does not apply, accordingly no provisions have been
made. The sums contested amount to £1.4 million excluding penalties.
■ We have been advised that the gain on sale of Duncan Lawrie’s asset management business should
be exempt from tax because of the nature of the assets sold. Accordingly, no provision has been
made for tax on this gain.
In some of our jurisdictions, the tax authorities have levied assessments in respect of prior years. In a
number of situations, the liability position under statute and case law is clear and provision has been
made in line with those. Unfortunately, in other situations the law is either unclear or underdeveloped
and in these instances, we make provisions on a best estimate basis for the liabilities likely to arise,
having taken appropriate advice.
Pensions and Post-Employment Benefits
The Group operates a number of defined benefit pension schemes, the largest of which is in the UK. Our
2017 triennial valuation for the UK scheme, which was closed to future accrual during 2016, showed a
funding surplus of £7.1 million. We continue to keep the scheme under close review in light of the
volatility in bond and equity markets.
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The overseas defined benefit schemes are located in Bangladesh and India. Our businesses in Kenya,
India and Bangladesh also have obligations to pay terminal gratuities based on years of service and, in
some cases, based on salaries.
In aggregate, our employee benefit schemes currently show deficits on an IAS 19 basis of £24.7 million
(2017: £30.9 million deficit).
Accounting for defined benefit schemes is prescribed by IAS 19 and the quantum of the deficit continues
to be highly sensitive to small changes in assumptions as regards inflation and gilt yields in the relevant
jurisdictions. This year a net actuarial loss of £0.7 million (2017: net actuarial gain of £34.3 million) is
reflected in the Statement of Comprehensive Income. The net loss this year reflects:
■
■
For the UK scheme, higher discount rates and shorter life expectancies offset by higher expected
inflation rates.
For the overseas schemes, higher discount rates offset in part by higher expected salary increases.
A £9.0 million non-recurring gain has arisen from the government of Bangladesh deeming the tea
industry to be exempt from previously enacted legislation which required companies to make a payment
on retirement to all employees, based upon compensation and length of service. The consequence is that
this provision for post employment benefits is no longer required. The gain which has been reflected in
the Income Statement reflects the accrued liability immediately prior to the date of change in legislation.
Our Income Statement also reflects current and past service costs of £3.1 million, which includes
£0.9 million for the expected cost of equalising guaranteed minimum pension benefits for certain
members of the UK scheme.
In addition, £1.5 million (2017: £2.7 million) has been charged to our Income Statement in respect of
employee benefit expenses.
Shareholders’ Funds
Equity attributable to Camellia’s shareholders at the 2018 year end was £395.5 million (2017:
£368.4 million). A reconciliation is set out in the Group statement of changes in equity on page 41.
Susan Walker
Chief Financial Officer
10 April 2019
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Business Review
The Company is required to set out in this report a fair review of the business of the Group during the
year ended 31 December 2018 and a description of the principal risks and uncertainties facing the Group.
A fair review of the business of the Group is incorporated within the Chairman’s Statement and the
Chief Executive’s report on pages 6 to 15. The Chairman’s statement and the Chief Executive’s report,
together with information contained within the report of the Directors, highlight the key factors affecting
the Group’s development and performance. Further details of the financial performance and position of
the Group are set out in the Chief Financial Officer’s report on pages 16 to 18. Other matters are dealt with
below.
Group Strategy
The Board has adopted the following strategy for the Group:
■
■
■
■
■
To develop a worldwide group of businesses requiring management to take a long-term view.
The achievement of long-term shareholder returns through sustained and targeted investment.
Investing in the environment and sustainability of the communities in which we do business.
Ensuring that the quality and safety of our products and services meet the highest international
standards.
The continuous refinement and improvement of the Group’s existing businesses using our internal
expertise and financial strength.
The progress against this strategy during the year is set out in further detail in the Chief Executive’s report
shown on pages 6 to 15 and within the Report of the Directors.
Business Model
The Group consists of operations engaged in Agriculture, Engineering and Food Service. The Group also
holds a range of Investments. Operations are managed on a divisional basis with regular reports made to
the Board on performance against the annual budget.
Principal Risks and Uncertainties
There are a number of possible risks and uncertainties that could impact the Group’s operations.
The Group regularly monitors the risks at operational and Group level. Information on the Group’s financial
risks is disclosed in note 42 of the Accounts. The following material risks relating to the Group’s principal
operations have been identified:
Agriculture
Risk
Climate change
Potential Impact
Current agricultural patterns and
practices become unsustainable.
Land values and local communities are
impacted.
Mitigation
Geographical spread of operations to
lessen the impact of extreme weather on
the Group as a whole.
Drought
Level of rainfall affecting crop yields.
Price volatility
Fluctuations in commodity prices impact
profitability each season. In the event of a
prolonged depression in the world tea
market the impact on the Group would
be material.
Investment in irrigation, water storage
and drought resistant crop varieties.
Use of forward contracts, product and
crop diversification and building long-term
strategic relationships with key customers.
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Agriculture (continued)
Risk
Potential Impact
Currency
fluctuation
Profit volatility arising from sales in
US Dollars and Euros where there is no
natural hedge against the cost of
production in local currency.
Cost of labour
Increased cost of production and lower
profitability.
Mitigation
Monitoring of foreign exchange rates and
cash management.
Introduction of more efficient labour and
field practices and the increased use of
mechanisation and automation.
Long-term
political issues
over land
ownership in
Kenya, Malawi,
South Africa and
Tanzania
Civil unrest and
political
instability
Corruption
Engineering
Risk
Key customer
dependence
Dependence on
the oil and gas
and aerospace
sectors
Health and safety
Paying more for existing property (for
example if freeholds become leaseholds)
or potentially losing access to farms and
estates.
Monitoring local land issues with the
assistance of lawyers and local trade
associations. Maintaining collaborative
relationships with governments at local
and national levels.
Periodic interruptions to the operation of
the businesses at a local level.
Increasing security for our workers and
operations during times of civil unrest.
Inability to carry on business in a manner
which is legal and ethical.
Strict adherence to anti-bribery legislation
and the implementation of the Group
Principal Polices.
Potential Impact
Mitigation
Losing a major customer.
Diversification of the customer base and
careful customer relationship management.
Changes in market conditions leading to
lower demand for services.
Diversification into other sectors. Close
monitoring of the current sectors.
Vulnerability of the employees to injury at
work due to the use of machinery and
chemicals. Payment of fines and claims
and reputational damage.
Strict compliance with legislation and
training employees to adopt safe working
practices. Regular external compliance
reviews.
Environmental
Contamination of the local and wider
environment due to the use of machinery
and chemicals. Payment of fines and
claims and reputational damage.
Strict compliance with legislation, training
employees to adopt safe working practices
and lessen the impact on the
environment. Regular external compliance
reviews.
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Food Service
Risk
Key customer
dependence
Health and safety
Environmental
Potential Impact
Losing a major customer.
Vulnerability of the employees to injury at
work due to the use of machinery and
chemicals. Payment of fines and claims,
criminal prosecutions and reputational
damage.
Contamination of local and wider
environment due to the use of machinery
and chemicals. Payment of fines and
claims, criminal prosecutions and
reputational damage.
Mitigation
Diversification of the customer base and
careful customer relationship
management.
Strict compliance with legislation and
training employees to adopt safe working
practices. Regular external compliance
reviews.
Strict compliance with legislation, training
employees to adopt safe working practices
and lessen the impact on the
environment.
IT systems
Interruption to services for customers
and the business.
Implementation of a disaster recovery plan.
Potential Impact
Mitigation
Decline in the value of investments
and property.
Portfolio diversification, careful stock
selection, the regular monitoring of
individual company stock performance
and a diversified property portfolio.
Potential Impact
Mitigation
Increase in the pension schemes’ deficits
with a resultant increase in the funding
requirement.
Regular monitoring of the investment
strategy, the funding position of the
pension schemes and investment
performance.
Investments
Risk
Market
Group
Risk
UK and Overseas
Pensions Increases
in inflation and/or
reductions in
long-term
government bond
yields.
Changes in local
laws restricting
the investment
choices for the
schemes’ assets.
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Potential Impact
Mitigation
Future adjustments to taxable income
and expenses already recorded or
increases to the cash tax costs
incurred by the Group in future.
Tax exposures are considered individually,
and judgements made with support from
experienced tax professionals and
external advisors.
Group (continued)
Risk
Taxation
Uncertainties in
relation to the
interpretation of
complex tax legislation
Risk that the Group’s
judgements are
challenged by tax
authorities
Uncertainties arising
from changes in tax
legislation, eg the
OECD’s Base Erosion
and Profit Shifting
project
Group Principal Policies
There are a range of issues that are important to the Group and to all of our operations, whatever sector
they operate in. These are set out in the Group Principal Policies which are cascaded across the Group.
Each operation is required to prescribe its own local policies based upon the Group Principal Policies. On an
annual basis, each operation will confirm to Group compliance with the Group Principal Policies. Ultimately,
our individual operations have experts who are best placed to identify how each policy can be implemented
and applied which in turn enables them to operate responsibly and ethically over the long-term.
A summary of each principal policy is set out below and they are set out in full on our website.
Anti-Bribery and Corruption
The Company has adopted an anti-bribery policy which complies primarily with the requirements of the
UK Bribery Act 2010 although the Board also requires compliance with the laws of all countries in which
the Group operates.
All Group employees, officers and executives, and all those acting for or on the Group’s behalf are strictly
prohibited from offering, paying, soliciting or accepting bribes or kickbacks, including facilitation payments.
Compliance with the anti-bribery policy is monitored by the individual operations and incidents are
reported to the anti-bribery officer for such operation.
In addition, the Board has adopted an anti-facilitation of tax evasion policy which complies with the
requirements of the UK Criminal Finances Act 2017. The policy has been introduced across the Group and
its compliance will be monitored at both Group and by individual operations.
Certification and Traceability
As part of our end to end supply chain, our operations are required to meet the requirements of our
customers and suppliers in terms of certifications and traceability. The vast majority of our tea gardens
are RFA certified and all our macadamia, avocado and winery processing facilities are FSSC 22000
certified. Across the Group, operations have also obtained ISO14001, ISO9001 and ISO45001 and many
other appropriate accreditations.
Employee Welfare
Our employees are at the heart of what we do, and their welfare is paramount. Operations are required
to have policies and procedures in place which cover equality, health, personal development, training,
diversity, and (where appropriate) education, housing and sanitation.
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We consciously and continuously work towards encouraging equality in management positions across
our operations. The Group complies with local regulations to encourage employees with disabilities to
work in our operations and where necessary, makes appropriate adjustments to working practices.
All our tea estates have a hospital, clinic or dispensary. In addition, in India and Bangladesh employees
have access to central Group operated hospitals to which more serious cases can be referred. We provide
medical services, including where appropriate antiretroviral drugs, in those communities where HIV/AIDS
is prevalent. We also give medical support to schools that are either run locally or by our operations.
We are committed to providing development opportunities for all. We provide education opportunities in
areas where we operate, either by building and running schools or by supporting state educational
projects in our communities. We also provide programmes for skills development and adult education.
Environmental
We are mindful of the environment in which we operate, recognising that our operations require natural
resources and that our operations generate emissions and waste. We understand and comply with
current applicable legislation in the jurisdictions in which we operate. Our operations are each required
to commit to policies which reduce their environmental footprint and which include (where appropriate),
carbon, recycling, waste and water.
As part of our wider drive towards greater sustainability, we have developed a range of mid to long-term
targets to reduce, in some cases substantially, the environmental impact of our operations. As an
example, strategic improvements in our usage and sourcing of energy supports our ambition to align with
Science-Based Targets. Targets adopted by the operations to reduce greenhouse gas emissions are
considered ‘Science-Based’ if they are in line with the level of de-carbonisation required to keep global
temperature increase below 2ºC compared to pre-industrial temperatures.
Health and Safety
We take responsibility for our people by promoting good health and providing a safe and healthy
workplace to protect all employees, contractors, visitors and the public from foreseeable work hazards.
All operations are required to comply with local health and safety legislation, regulations and to obtain
certifications from external authorities.
Modern Slavery
The Group continues to comply with the requirements of the Modern Slavery Act 2015, to ensure that
modern slavery and human trafficking are not taking place either within the Group or in the supply chains
of our operations. A copy of the statement for the year ended 31 December 2018 is available on the
Company’s website. In some countries, it is both the cultural norm and permissible for parents to involve
their children in the productive process, we do not subscribe to this approach and the use of child labour
is prohibited across the Group. Group operations are required to confirm this statement and adopt local
policies and procedures to ensure continued compliance. This includes setting out codes of conduct
when working alongside customers and suppliers.
Tax
The Group’s tax principles include: compliance with applicable tax laws; payment of the correct tax
amounts; interpretation of tax law; undertaking tax planning based on commercial rationale; and
transparency with tax authorities.
Whistleblowing
Our whistleblowing policy provides guidelines for people who feel they need to raise certain issues in
confidence. It is designed to protect those raising a genuine concern, in line with the Public Interest
Disclosure Act 1998 or other jurisdictional legislation. Each operation is required to have a designated local
whistleblowing officer. Group employees have access to the whistleblowing officer for the individual
operation, as well as the Group Whistleblowing Officer or the chairman of the Audit committee.
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CAMELLIA PLC
STRATEGIC REPORT
Key Financial Performance Indicators
The nature of the Group’s principal activities is such that the Board takes a long-term view of its
operations, particularly in Agriculture.
The Board reviews monthly reports with a range of financial and other indicators to monitor the
performance of each division depending on the nature of its operations.
For the Agriculture division, the Board receives monthly data on sales prices and volumes, cost of
production and crop volumes against budget and on a per unit basis. Rainfall and other climate data are
also considered.
For the Engineering division and Food Service division, the Board receives monthly profit and operating
performance information.
For Investments, the value and performance of the share portfolio is reviewed quarterly.
Certain of the key financial performance indicators are included in the Chief Executives report on pages
6 to 15.
Non-Financial Performance Indicators
Each operation has developed non-financial KPIs that are relevant to it, these include:
■ Market trends
■ Health & Safety
■
■
Industrial disputes
Land and politics
■ Movements in key personnel
■ Weather and climate
These are regularly monitored and used by local management. Where applicable, the Board considers
such KPIs by exception.
Employees
The Group keeps employees informed through internal publications, the website and social media on the
performance of the Group and on matters affecting them as employees and arrangements to that end
are made by the local management.
It is also the Group’s policy that due consideration be given to employment applications received from
disabled persons and to give employees who become disabled every opportunity to continue their
employment.
The table below provides a breakdown of the gender of the Directors and employees at 31 December 2018.
Company Directors1
All employees
1
‘Company Directors’ consists of the company’s Board as detailed on page 4
Men
7
38,636
Women
1
32,970
By order of the Board
Amarpal Takk
Company Secretary
10 April 2019
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CAMELLIA PLC
REPORT OF THE DIRECTORS
The Directors present their report together with the audited consolidated accounts for the year ended
31 December 2018.
Principal Activities
The Company is a public limited company, which is quoted on the AIM Market of the London Stock
Exchange and incorporated and domiciled in England and Wales. The principal activities of its subsidiary
undertakings comprise:
Agriculture
Engineering
Food Service
Investments
Further details of the Group’s activities are included in the Chief Executive’s report on pages 6 to 15.
Results and Dividends
The profit after tax for the year amounted to £32.3 million (2017: £30.2 million). The Board has proposed
a final dividend for the year of 102p per share payable on 12 July 2019 to holders of the ordinary shares
registered at the close of business on 14 June 2019. The total dividend payable for 2018 is 142p per
share (2017: 135p per share). Details are shown in note 11 to the Accounts.
Directors
The Directors are listed on page 4. The following Directors had beneficial interests in the shares of the
Company.
Camellia Plc ordinary shares of 10p each:
Malcolm Perkins
Tom Franks
Susan Walker
31 December
2018
1 January
2018
1,673
100
100
1,673
100
100
Under the Company’s articles of association all the Directors are required to retire annually. Accordingly,
Malcolm Perkins, Tom Franks, Susan Walker, Graham Mclean, Chris Relleen, Frédéric Vuilleumier, William
Gibson and Gautam Dalal will retire and, being eligible, will seek re-election at the AGM on 6 June 2019.
None of the Directors or their families had a material interest in any contract of significance with the
Company or any subsidiary during, or at the end of, the financial year.
Executive Directors
Malcolm Perkins was appointed a Director in 1999 and Chairman in 2001 having joined Eastern Produce
(Holdings) Limited now Linton Park Plc in 1972. He is a chartered accountant and Chairman of the
Nomination committee.
Tom Franks was appointed as Chief Executive with effect from 1 September 2015. He joined Camellia as
Deputy Chief Executive in October 2014. He is a chartered accountant and a Fellow of the Chartered
Institute of Securities and Investment.
Graham Mclean, a qualified agriculturalist, was appointed as Director of Agriculture in October 2014. He
was previously regional director of the Group’s operations in Africa and has worked for the Group for
more than 25 years. He is Chairman and a non-executive director of Kakuzi Plc.
Susan Walker was appointed Chief Financial Officer for the Group on 4 June 2015. She joined Camellia as
Finance Director Designate on 1 July 2014. She is a chartered certified accountant and a non-executive
director of Goodricke Group Limited and United Finance Limited.
25
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CAMELLIA PLC
REPORT OF THE DIRECTORS
Non-Executive Directors
Chris Relleen was formerly a partner at PricewaterhouseCoopers. He was appointed as an independent
non-executive Director and Deputy Chairman in January 2006 having previously been a non-executive
Director of Linton Park Plc. He is senior independent Director, chairman of the Audit committee and a
member of the Nomination and Remuneration committees.
William Gibson was appointed as an independent non-executive Director in September 2014. He was
previously chairman and managing director of Westminster Press and an executive director of the
Financial Times Group. He is chairman of the Remuneration committee and a member of the Audit and
Nomination committees.
Frédéric Vuilleumier was appointed as an independent non-executive Director in March 2013. He is a
partner of Oberson Abels SA, a law office based in Geneva, Switzerland. He was a member of the Audit
committee during 2018.
Gautam Dalal was appointed as an independent non-executive Director in March 2018. He was
previously a partner at KPMG and a founder-director of the UK India Business Council, a member of the
Asian Business Association and a director of AMREF Health Africa’s International Board. He was
appointed a member of the Audit committee in 2019.
Amarpal Takk was appointed as Group General Counsel and Company Secretary in April 2018. He is a
qualified solicitor of England and Wales.
Substantial Shareholdings
As at 10 April 2019 the Company has been advised of the following interests in its share capital:
Beneficial shareholder
Shareholder
No. of Shares
Camellia Private Trust Company Limited
Camellia Holding AG
1,427,000
Fide Holding NV*
Quaero Capital SA
Lynchwood Nominees Limited
360,500
HSBC Global Custody
Nominee (UK) Limited
144,217
*Controlled by Nokia Pensioenfonds VZW
% of total
voting rights
51.67
13.05
5.22
Share Capital and Purchase of Own Shares
The Company’s share capital comprises one class of ordinary shares of 10p per share which carry no
restrictions on the transfer of shares or on voting rights (other than as set out in the Company’s articles
of association). There are no agreements known to the Company between shareholders in the Company
which may result in restrictions on the transfer of shares or on voting rights in relation to the Company.
Details of the issued share capital are contained in note 36 to the Accounts.
At the AGM in 2018, shareholders gave authority for the Company to purchase up to 276,200 of its own
shares. This authority expires at the conclusion of this year’s AGM at which a resolution proposing
renewal of the authority will be submitted to shareholders.
Auditors
A resolution proposing the reappointment of Deloitte LLP will be put to the AGM on 6 June 2019.
Each of the persons who were Directors at the time when this Directors’ report was approved has confirmed that:
So far as each Director is aware, there is no relevant audit information of which the Company’s
auditors are unaware.
Each Director has taken all the steps that ought to have been taken as a Director, including making
appropriate enquiries of fellow Directors and of the Company’s auditors for that purpose, in order to
be aware of any information needed by the Company’s auditors in connection with preparing their
report and to establish that the Company’s auditors are aware of that information.
■
■
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CAMELLIA PLC
REPORT OF THE DIRECTORS
Employees
Details in relation to employees are set out on page 24.
R&D
The Group undertakes some R&D projects within its operations in order to improve efficiency and grow
revenues.
Future Development
Details of future developments are set out in the Chief Executive’s report.
Going Concern
Taking account of the Group’s cash and cash equivalents balances, after reviewing the Group’s budget for
2019 and cash forecasts for the next 15 months, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for the foreseeable future. Therefore,
they continue to adopt the going concern basis in preparing the Accounts.
Corporate Governance
The Company’s statement on corporate governance can be found in the Corporate Governance report on
pages 28 to 31.
Political Donations
The Group has no political affiliations and we do not make political donations. We work with governments
and other parties around the world on issues that are important to our customers, and stakeholders,
communities and to the interests of the business.
By order of the Board
Amarpal Takk
Company Secretary
10 April 2019
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CAMELLIA PLC
CORPORATE GOVERNANCE
Statement of Compliance
The Company fully complies with the Quoted Companies Alliance’s Corporate Governance Code for Small
and Mid-size Quoted Companies (“QCA Code”). The Chairman considers the application of standards of
corporate governance that are appropriate for the Group’s nature, status, profile, size and circumstances
to be important in ensuring the Group is managed for the long-term benefit of all stakeholders. There
are ten principles of the QCA Code which the Company complies with in full. The table on our website
sets out how we comply.
The Group consists of a portfolio of businesses which are grouped into independently managed divisions.
These divisions report into the Board by function against a variety of metrics including budgets and
business plans.
The Board
The Board currently comprises eight Directors, four of whom are independent non-executive Directors.
The remaining Directors are executive Directors, including the executive Chairman. Chris Relleen, the
Deputy Chairman, has been designated as the senior independent Director. The names and brief
biographical details of each Director appear on pages 25 and 26.
There is on-going dialogue between the Chairman and the Chief Executive with the majority shareholder
whose views are reported to the Board. The Company is also in contact with other significant
shareholders.
The Board has established Remuneration, Audit and Nomination committees. Terms of reference of each
of the committees can be viewed on the Company’s website.
The Board is responsible for managing the Group’s business and has adopted a schedule of matters
reserved for its approval. The schedule is reviewed periodically and covers, inter alia, the following areas:
■
■
■
■
■
■
■
■
■
Strategy
Acquisitions and disposals
Financial reporting and control
Internal controls
Approval of expenditure above specified limits
Approval of transactions and contracts above specified limits
Responsibilities for corporate governance
Board membership and committees
Approval of changes to capital structure
A full copy of the schedule is available on the Company’s website.
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CAMELLIA PLC
CORPORATE GOVERNANCE
A report summarising the Group’s financial and operational performance is provided to Directors each
month. Each Director has sufficient information in advance of Board meetings to enable the Directors to
make informed judgements on matters referred to the Board. The Board met nine times in 2018.
Attendance by Directors at Board and committee meetings held during the year was as follows:
Director
Malcolm Perkins
Chris Relleen
Tom Franks
Graham Mclean
Susan Walker
William Gibson
Frédéric Vuilleumier
Gautam Dalal
Board
Audit
Remuneration
Nomination
9/9
9/9
9/9
9/9
8/9
9/9
9/9
9/9
–
3/3
–
–
–
3/3
3/3
–
–
1/1
–
–
–
1/1
–
–
1/1
1/1
–
–
–
1/1
–
–
Board Evaluation
An internal review, led by the Company Secretary, was undertaken this year. This was based upon a
series of questions. The review confirmed that the Board is strong and collegiate with all members
demonstrating behaviours that support our strategic direction, vision and culture. Each Director has the
opportunity to contribute and challenge, which enables a constructive and quality debate during Board
meetings.
Executive Committees
The Board has established the Strategy Group, consisting of the Chairman and the executive Directors of
the Board, and also two Executive Committees. The Agriculture Executive Committee is chaired by the
Director of Agriculture and includes the Chief Executive, Chief Financial Officer, the Group General
Counsel and heads of all the key agricultural operations. The Engineering and Food Service Executive
Committee is chaired by the Chief Executive and includes the Chief Financial Officer, the divisional heads
of Engineering North, Engineering South and Food Service, the Managing Director of Jing Tea, the Group
General Counsel and the UK Head of HR.
Investments and Associates report directly to the Chief Executive.
Nomination Committee
The committee is chaired by Malcolm Perkins. Its other members are William Gibson and Chris Relleen.
The principal responsibilities of the committee are set out below:
■
■
■
Review the balance and composition (including gender and diversity) of the Board, ensuring that they
remain appropriate.
Be responsible for overseeing the Board’s succession planning requirements including the
identification and assessment of potential Board candidates and making recommendations to the
Board for its approval.
Keep under review the leadership needs of, and succession planning for, the Group in relation to
both its executive and non-executive Directors and other senior executives.
The committee met once during the year to consider the composition of the Audit committee.
Audit Committee
The committee is chaired by Chris Relleen. The other members of the committee during the year were
Frédéric Vuilleumier and William Gibson. Gautam Dalal replaced Frédéric Vuilleumier as a member of the
committee from April 2019. During 2018, the committee met on three occasions.
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CAMELLIA PLC
CORPORATE GOVERNANCE
The principal responsibilities of the committee are set out below and were undertaken during the year:
■ Monitor the effectiveness of the Group’s risk management practices.
■
■
Review the effectiveness of the Group’s internal control system. The committee regularly reviews the
effectiveness of internal audit activities carried out by the Group’s accounting function and senior
management.
Review and monitor the financial statements of the Company and the audit of those statements and
to monitor compliance with relevant financial reporting requirements and legislation.
■ Monitor the effectiveness and independence of the external auditors.
■
Review non-audit services provided by the external auditors.
Significant issues considered by the Audit Committee
The Audit committee assesses whether suitable accounting policies have been adopted and whether
management has made appropriate estimates and judgements. In the year under review, the Audit
committee considered the following matters in relation to the financial statements:
Biological assets
One of the key areas of judgement that the committee considered in reviewing the financial statements
was the valuation of biological assets in accordance with IAS 41. Valuations are based on discounted cash
flows or are carried out by external professional valuers. These were considered for consistency of
approach and assumptions agreed as reasonable. For more details see note 18 to the Accounts.
Pensions
A key area of judgement is in relation to the valuation of the pension scheme obligations. Whilst this is
conducted by independent actuaries, the size of the obligation means that a relatively minor difference in
the assumptions could result in a material change in the obligation. The committee considered the
competence of the actuaries and the key assumptions adopted and concluded that the work performed
is sufficient to support the valuation.
Carrying value of BF&M
The Group’s carrying value of BF&M is higher than the share price for BF&M. The committee considered
the fair value of the Group’s holding and whether any impairment in the carrying value had occurred and
in view of the control premium associated with our holding concluded that no impairment is required.
Tax and other uncertain provisions
The basis of provisions for material uncertain tax situations were considered by the committee as were
the provision in respect of the ongoing Collective Bargaining Agreement negotiations for 2014/15,
2016/17 and 2018/19 in Kenya, and for wage increases in India and in Bangladesh. The committee is
satisfied that the provisions represent best estimates of the likely liabilities.
Adoption of IFRS 9 and IFRS 15
The committee reviewed the accounting policies of the Group in light of the requirement to adopt IFRS 9
and 15 from 1 January 2018. The adoption of IFRS 9 and IFRS 15 has not had a material impact on the
financial statements of the Group. IFRS 9 was adopted without restating comparative information and its
adoption has resulted in the reclassification of the Group’s financial assets. In relation to IFRS 15, it was
concluded that the Group's revenue recognition practices were in line with IFRS 15 in all material respects.
For more details see pages 53 and 54 to the Accounts.
Adoption of IFRS 16
The committee reviewed and approved the accounting policy for leasing arrangements. The Group’s
leasing arrangements have been reviewed in light of the new lease accounting rules in IFRS 16. The
standard will affect primarily the accounting for the Group’s operating leases and details of the impact on
the 2019 financial statements are included on page 54 to the Accounts. The Group will apply the standard
from its mandatory adoption date of 1 January 2019.
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CAMELLIA PLC
CORPORATE GOVERNANCE
External auditors
To assess the effectiveness of the external audit process, the external auditor is required to report to the
Audit committee and confirm their independence in accordance with ethical standards and that they had
maintained appropriate internal safeguards to ensure their independence and objectivity. In addition to
the steps taken by the Board to safeguard auditor objectivity, Deloitte operates a five-year rotation policy
for audit partners for a listed entity.
The committee reviewed those non-audit services provided by the external auditor and satisfied itself
that the scale and nature of those services were such that the external auditors objectivity and
independence were safeguarded.
The committee confirms that the Annual Report and Accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company’s
performance, business model and strategy.
Remuneration Committee
The committee is chaired by William Gibson and the other member is Chris Relleen.
The responsibilities of the committee include:
■
■
■
The review of the Group’s policy relating to remuneration of the Chairman, executive Directors and
the Company Secretary.
To determine the terms of employment and remuneration of the Chairman, executive Directors and
Company Secretary with a view to ensuring that those individuals are fairly and responsibly rewarded.
To approve compensation packages or arrangements following the severance of any executive
Director’s service contract.
The Remuneration report appears on pages 33 to 34.
Insurance
The Company purchases insurance to cover its Directors in respect of legal actions against them in their
capacity as Directors of the Company. All Directors have access to independent professional advice at the
Company’s expense.
Share Capital Structure
The share capital of the Company is set out in note 36.
Internal Control and Risk Management Systems
The Directors acknowledge that they are responsible for maintaining a sound system of internal control.
During the year, the Audit committee, on behalf of the Board, reviewed the effectiveness of the
framework of the Group’s system of internal control, the principal features of which are described below.
De-centralisation is a key management philosophy with responsibility for efficient day to day operations
delegated to local management. Accountability and delegation of authority are clearly defined with
regular communication between Group head office and the management of the individual operations.
Our key operations have internal audit functions reporting to local audit committees. The performance of
each operation is continually monitored centrally including a critical review of annual budgets, forecasts
and monthly sales, profits and cash reports. Financial results and key operational statistics and variances
from approved plans are carefully monitored. Group senior management regularly visit and review Group
operations. However, any system of internal control can provide only reasonable, and not absolute,
assurance against material mis-statement or loss.
By order of the Board
Amarpal Takk
Company Secretary
10 April 2019
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CAMELLIA PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and Accounts in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that
law the Directors are required to prepare the Group financial statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the EU and Article 4 of the IAS Regulation and have
also chosen to prepare the parent company financial statements under IFRSs as adopted by the EU.
Under Company law the Directors must not approve the accounts unless they are satisfied that they give
a true and fair view of the state of affairs of the company and of the profit or loss of the Company for that
period. In preparing these financial statements, International Accounting Standard 1 requires that
Directors:
■
■
■
Properly select and apply accounting policies.
Present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information.
Provide additional disclosures when compliance with the specific requirements in IFRSs are
insufficient to enable users to understand the impact of particular transactions, other events and
conditions on the entity’s financial position and financial performance.
■ Make an assessment of the Company’s ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the company’s website. Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility Statement
We confirm that to the best of our knowledge:
■
■
■
The Financial Statements, prepared in accordance with International Financial Reporting Standards as
adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or
loss of the Company and the undertakings included in the consolidation taken as a whole.
The Strategic Report includes a fair review of the development and performance of the business and
the position of the Company and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they face.
The Annual Report and financial statements, taken as a whole, are fair, balanced and understandable
and provide the information necessary for shareholders to assess the Company’s position and
performance, business model and strategy.
On behalf of the Board
Malcolm Perkins
Chairman
10 April 2019
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CAMELLIA PLC
REMUNERATION REPORT
This report is drawn up in accordance with the Companies Act 2006 and the AIM Rules for Companies.
Remuneration Committee
Details of the Remuneration committee are set out on page 31.
Policy on Directors’ Remuneration
The policy agreed by the committee is as follows;
■
■
■
To seek to provide remuneration packages that will attract, retain and motivate the right people for
the roles.
So far as is practicable to align the interests of the executives with those of shareholders.
To reflect the overriding remuneration philosophy and the principles of the wider Group.
In implementing the second point, the Company does not operate profit related bonus, share option or
share incentive schemes for Directors as the Group’s activities are based largely on agriculture, which is
highly dependent on factors outside management control such as the weather and market prices.
The policy is designed to ensure that the Directors manage the Group’s businesses for the long-term in
line with the strategy of the Group.
In determining this remuneration policy and the remuneration of Directors, consideration has been given
to the relevant provisions of the QCA Guidelines.
The remuneration policy was approved by shareholders at the 2017 AGM. The committee considers any
views of the shareholders expressed on Directors’ remuneration.
At the AGM on 7 June 2018, the Remuneration Report for the year to 31 December 2017 was approved by
shareholders with 99.99% of the votes cast in favour, 0.01% of the votes cast against and 576 votes withheld.
Service Contracts
Malcolm Perkins, Tom Franks, Graham Mclean and Susan Walker are each employed on rolling service
contracts.
Director
Malcolm Perkins
Tom Franks
Graham Mclean
Susan Walker
Date of Service Contract
25 April 2002
8 April 2015
10 April 2015
14 April 2015
The service contracts are terminable at any time by a one year period of notice from the Company or the
Director. Following their initial appointment non-executive Directors may seek re-election by shareholders
at each subsequent Annual General Meeting. Non-executive Directors do not have service agreements.
There are no specific contractual provisions for compensation upon early termination of a non-executive
Director’s employment.
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CAMELLIA PLC
REMUNERATION REPORT
The following sections on Directors’ remuneration and pensions have been audited.
Directors’ Remuneration
Executive
Malcolm Perkins
Tom Franks
Susan Walker
Graham Mclean
Non-executive
William Gibson
Chris Relleen
Frédéric Vuilleumier
Gautam Dalal
Total
Remuneration
2017
£
2018
£
Benefits in Kind
2017
2018
£
£
442,344
550,000
330,000
363,000
442,344
522,500
295,625
322,500
30,819
65,993
43,211
29,865
76,630
55,887
24,695
26,770
Employer
Pension Contribution
2018
£
–
–
–
–
2017
£
–
–
5,500
4,475
Total
2018
£
2017
£
473,163
615,993
373,211
392,865
518,974
578,387
325,820
353,745
44,651
45,991
68,077
48,696
42,024
43,285
–
36,071
––––––––
––––––––
1,859,387 1,737,721
––––––––
––––––––
–
–
–
–
––––––––
169,888
––––––––
–
–
–
–
––––––––
183,982
––––––––
–
–
–
–
––––––––
–
––––––––
–
–
–
–
––––––––
45,991
48,696
43,285
36,071
––––––––
44,651
68,077
42,024
–
––––––––
9,975 2,029,275 1,931,678
––––––––
––––––––
––––––––
Notes
(i)
The executive Directors’ benefits in kind include the value attributed to medical insurance, permanent health
insurance, spouse/partner travel and cash alternatives to company cars.
(ii) Chris Relleen received an additional annual fee for his Chairmanship of the Audit committee.
(iii) William Gibson received an additional annual fee for his Chairmanship of the Remuneration committee.
Directors’ Pensions
Malcolm Perkins received no payment for pensionable service during 2018. Tom Franks, Graham Mclean
and Susan Walker receive an excess non-pensionable salary supplement equivalent to 10% of base salary.
As a result of the change to the taxation rules on pension annual allowances, the Company ceased
contributions to the Linton Park Group Personal Pension Scheme on 6 April 2017 for Graham Mclean and
Susan Walker. These payments are included in ‘Remuneration’ in the table above.
In addition to the above, an unfunded pension of US$200,000 per annum is paid to Gordon Fox, a former
Director of the Company.
By order of the Board
Amarpal Takk
Company Secretary
10 April 2019
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CAMELLIA PLC
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2018
2018 2017
Separately Separately
Underlying disclosed Underlying disclosed
profit items profit items
(note 4) (note 4) (note 4)
Notes £’m £’m £’m £’m £’m £’m
Restated
Continuing operations
Revenue 2 309.8 – 309.8 298.3 – 298.3
Cost of sales (223.6) 14.4 (209.2) (219.3) – (219.3)
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Gross profit 86.2 14.4 100.6 79.0 – 79.0
Other operating income 4.0 – 4.0 2.4 – 2.4
Distribution costs (17.2) – (17.2) (13.9) – (13.9)
Administrative expenses 3 (45.1) – (45.1) (41.1) – (41.1)
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Trading profit 1,3 27.9 14.4 42.3 26.4 – 26.4
Share of associates’ results 5 7.6 – 7.6 2.0 – 2.0
Provisions and impairment of
property, plant and equipment (0.2) – (0.2) (1.8) – (1.8)
Loss on disposal of subsidiaries 6 (0.4) – (0.4) – – –
Profit on disposal of financial assets 0.3 – 0.3 0.7 – 0.7
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Operating profit – continuing
operations 35.2 14.4 49.6 27.3 – 27.3
Investment income 0.8 – 0.8 0.6 – 0.6
Finance income 7 4.0 – 4.0 3.0 – 3.0
Finance costs 7 (0.6) – (0.6) (0.5) – (0.5)
Net exchange gain/(loss) 7 0.2 – 0.2 (0.1) – (0.1)
Employee benefit expense 7 (1.5) – (1.5) (2.7) – (2.7)
Net finance income/(cost) 7 2.1 – 2.1 (0.3) – (0.3)
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Profit before tax from
continuing operations 38.1 14.4 52.5 27.6 – 27.6
Taxation 8 (20.0) (12.2)
–––––––––– ––––––––––
Profit after tax from
continuing operations 32.5 15.4
(Loss)/profit from discontinued
operation 9 (0.2) 14.8
–––––––––– ––––––––––
Profit for the year 32.3 30.2
–––––––––– ––––––––––
Profit attributable to:
Owners of Camellia Plc 25.2 23.8
Non-controlling interests 7.1 6.4
–––––––––– ––––––––––
32.3 30.2
–––––––––– ––––––––––
Earnings per share –
basic and diluted 12 912.4p
Earnings per share –
continuing operations 12 919.6p
Earnings/(loss) per share –
discontinued operation 12 (7.2)p
861.7p
325.9p
535.8p
35
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CAMELLIA PLC
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2018
Group
Profit for the year
Other comprehensive income/(expense):
Items that will not be reclassified subsequently to profit or loss:
Financial assets at fair value through other comprehensive income:
Fair value adjustment released on disposal
Profit on disposal
Changes in the fair value of financial assets
Deferred tax movement in relation to fair value adjustments
Remeasurements of post employment benefit obligations
Deferred tax movement in relation to post employment
benefit obligations
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation differences
Available–for–sale investments:
Valuation gains taken to equity
Transferred to income statement on sale
Deferred tax movement in relation to valuation gains
Share of other comprehensive income of associates
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Total comprehensive income attributable to:
Owners of Camellia Plc
Non-controlling interests
Company
Profit for the year
Total comprehensive income for the year
Notes
2018
£’m
2017
£’m
Restated
32.3
–––––––––––
30.2
–––––––––––
22
22
35
34
25
25
(3.8)
3.9
–––––––––––
0.1
(5.6)
1.5
(0.7)
–
–
–––––––––––
–
–
–
34.3
(0.3)
–––––––––––
(5.0)
–––––––––––
(1.0)
–––––––––––
33.3
–––––––––––
11.6
(28.4)
–
–
–
0.8
–––––––––––
12.4
–––––––––––
7.4
–––––––––––
39.7
–––––––––––
30.7
9.0
–––––––––––
39.7
–––––––––––
10.9
(0.3)
(1.6)
–
–––––––––––
(19.4)
–––––––––––
13.9
–––––––––––
44.1
–––––––––––
41.1
3.0
–––––––––––
44.1
–––––––––––
3.9
–––––––––––
3.9
–––––––––––
3.9
–––––––––––
3.9
–––––––––––
36
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CAMELLIA PLC
CONSOLIDATED BALANCE SHEET
at 31 December 2018
ASSETS
Non-current assets
Intangible assets
Property, plant and equipment
Investment properties
Biological assets
Prepaid operating leases
Investments in associates
Deferred tax assets
Financial assets at fair value through other comprehensive income
Financial asset at fair value through profit or loss
Financial assets at amortised cost
Available-for-sale financial assets
Other investments - heritage assets
Retirement benefit surplus
Trade and other receivables
Total non-current assets
Current assets
Inventories
Biological assets
Trade and other receivables
Financial assets at amortised cost
Current income tax assets
Cash and cash equivalents (excluding bank overdrafts)
Assets classified as held for sale
Total current assets
LIABILITIES
Current liabilities
Financial liabilities - borrowings
Trade and other payables
Current income tax liabilities
Employee benefit obligations
Provisions
Liabilities directly associated with assets classified as held for sale
Total current liabilities
Net current assets
Total assets less current liabilities
Non-current liabilities
Financial liabilities - borrowings
Deferred tax liabilities
Employee benefit obligations
Total non-current liabilities
Net assets
EQUITY
Share capital
Share premium
Reserves
Equity attributable to owners of Camellia Plc
Non-controlling interests
Total equity
Notes
2018
£’m
2017
£’m
15
16
17
18
19
21
34
22
23
24
25
26
35
28
27
18
28
24
29
30
32
31
35
33
30
32
34
35
36
9.5
226.3
18.0
14.5
1.0
65.7
–
32.7
3.7
3.0
–
9.5
0.3
2.7
–––––––––––
386.9
–––––––––––
52.7
8.8
48.5
0.2
0.7
112.4
–––––––––––
223.3
0.2
–––––––––––
223.5
–––––––––––
(3.4)
(53.5)
(8.0)
(1.0)
(18.5)
–––––––––––
(84.4)
–
–––––––––––
(84.4)
–––––––––––
139.1
–––––––––––
526.0
–––––––––––
(3.4)
(46.3)
(24.0)
–––––––––––
(73.7)
–––––––––––
452.3
–––––––––––
0.3
15.3
379.9
–––––––––––
395.5
56.8
–––––––––––
452.3
–––––––––––
3.2
216.3
17.6
12.8
0.9
55.4
0.2
–
–
–
47.0
9.4
0.3
1.9
–––––––––––
365.0
–––––––––––
47.4
6.6
43.7
–
0.9
108.0
–––––––––––
206.6
4.9
–––––––––––
211.5
–––––––––––
(1.8)
(52.0)
(7.9)
(0.7)
(19.7)
–––––––––––
(82.1)
(1.8)
–––––––––––
(83.9)
–––––––––––
127.6
–––––––––––
492.6
–––––––––––
(4.0)
(40.2)
(30.5)
–––––––––––
(74.7)
–––––––––––
417.9
–––––––––––
0.3
15.3
352.8
–––––––––––
368.4
49.5
–––––––––––
417.9
–––––––––––
37
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CAMELLIA PLC
COMPANY BALANCE SHEET
at 31 December 2018
ASSETS
Non-current assets
Investments in subsidiaries
Other investments - heritage assets
Total non-current assets
Current assets
Amounts due from group undertakings
Current income tax asset
Cash and cash equivalents
Total current assets
LIABILITIES
Current liabilities
Trade and other payables
Amounts due to group undertakings
Total current liabilities
Net current liabilities
Total assets less current liabilities
Non-current liabilities
Deferred tax liabilities
Total non-current liabilities
Net assets
EQUITY
Share capital
Share premium
Reserves
Total equity
Notes
2018
£’m
2017
£’m
20
26
29
31
34
36
73.5
10.7
–––––––––––
84.2
–––––––––––
–
0.1
0.1
–––––––––––
0.2
–––––––––––
(0.6)
(16.9)
–––––––––––
(17.5)
–––––––––––
(17.3)
–––––––––––
66.9
–––––––––––
(0.2)
–––––––––––
(0.2)
–––––––––––
66.7
–––––––––––
0.3
15.3
51.1
–––––––––––
66.7
–––––––––––
73.5
10.6
–––––––––––
84.1
–––––––––––
3.5
0.1
0.1
–––––––––––
3.7
–––––––––––
(0.2)
(20.7)
–––––––––––
(20.9)
–––––––––––
(17.2)
–––––––––––
66.9
–––––––––––
(0.2)
–––––––––––
(0.2)
–––––––––––
66.7
–––––––––––
0.3
15.3
51.1
–––––––––––
66.7
–––––––––––
The profit for the company is shown in note 10.
The notes on pages 42 to 105 form part of the financial statements.
The financial statements on pages 35 to 105 were approved on 10 April 2019 by the board of Directors
and signed on their behalf by:
M C Perkins
Chairman
Registered Number 00029559
38
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CAMELLIA PLC
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December 2018
Cash generated from operations
Cash flows from operating activities
Interest received
Interest paid
Income taxes paid
Net cash flow from operating activities
Cash flows from investing activities
Purchase of intangible assets
Purchase of property, plant and equipment
Proceeds from sale of non-current assets
Additions to investment property
Biological assets: non-current – additions
Part disposal of subsidiaries
Payment for acquisition of a subsidiary net of cash acquired
Proceeds from sale of subsidiaries net of cash disposed
Proceeds from sale of assets held for sale – investment property
Cash balances transferred to assets held for sale
Investment in associates
Dividends received from associates
Purchase of investments
Proceeds from sale of investments
Income from investments
Purchase of other investments – heritage assets
Net cash flow from investing activities
Cash flows from financing activities
Equity dividends paid
Dividends paid to non-controlling interests
New loans
Loans repaid
Net cash flow from financing activities
Net (decrease)/increase in cash and cash equivalents from
continuing operations
Net cash inflow/(outflow) from discontinued operation
Cash and cash equivalents at beginning of year
Exchange gains/(losses) on cash
Cash and cash equivalents at end of year
Notes
37
38
38
29
29
2018
£’m
2017
£’m
35.3
3.9
(0.5)
(14.2)
–––––––––––
24.5
–––––––––––
–
(20.5)
0.7
(0.9)
(0.9)
–
(6.4)
3.6
0.7
–
(1.0)
2.8
(7.2)
11.4
0.8
(0.1)
–––––––––––
(17.2)
–––––––––––
(3.8)
(3.1)
–
(0.6)
–––––––––––
(7.5)
–––––––––––
(0.2)
–
106.8
3.0
–––––––––––
109.6
–––––––––––
40.7
3.0
(0.5)
(12.3)
–––––––––––
30.9
–––––––––––
(2.5)
(20.6)
1.3
(0.2)
(0.2)
0.2
–
–
–
(0.3)
(1.0)
2.8
(4.0)
1.8
0.6
(0.2)
–––––––––––
(22.3)
–––––––––––
(3.6)
(2.5)
0.1
(0.6)
–––––––––––
(6.6)
–––––––––––
2.0
38.2
71.8
(5.2)
–––––––––––
106.8
–––––––––––
For the purposes of the cash flow statement, cash and cash equivalents are included net of overdrafts
repayable on demand.
39
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CAMELLIA PLC
COMPANY CASH FLOW STATEMENT
for the year ended 31 December 2018
Cash generated from operations
Profit before tax
Adjustments for:
Impairment of available-for-sale financial assets
Interest income
Dividends from group companies
Increase in trade and other payables
Net movement in intra-group balances
Cash used in operations
Interest received
Net cash flow from operating activities
Cash flows from investing activities
Purchase of other investments – heritage assets
Dividends received
Net cash flow from investing activities
Cash flows from financing activities
Equity dividends paid
Net cash flow from financing activities
Net movement in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2018
£’m
3.9
–
(0.2)
(5.0)
0.4
(0.3)
–––––––––––
(1.2)
0.2
–––––––––––
(1.0)
–––––––––––
(0.1)
5.0
–––––––––––
4.9
–––––––––––
(3.9)
–––––––––––
(3.9)
–––––––––––
–
2017
£’m
3.9
0.2
(0.2)
(5.2)
0.1
(0.2)
–––––––––––
(1.4)
0.2
–––––––––––
(1.2)
–––––––––––
(0.2)
5.2
–––––––––––
5.0
–––––––––––
(3.7)
–––––––––––
(3.7)
–––––––––––
0.1
29
29
0.1
–––––––––––
0.1
–––––––––––
–
–––––––––––
0.1
–––––––––––
40
253296 Camellia R&A pp35-pp41.qxp 10/04/2019 17:56 Page 41
CAMELLIA PLC
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2018
Share
Other
Share Treasury Retained
capital premium shares earnings reserves
£’m
£’m
£’m
£’m
£’m
Non-
controlling
interests
£’m
Total
£’m
Total
equity
£’m
Group
At 1 January 2017
Total comprehensive
(expense)/income
for the year
Dividends
Non-controlling interest
subscription
Share of associate’s other
equity movements
At 31 December 2017
Total comprehensive
income/(expense)
for the year
Dividends
Companies joining the Group
Share of associate’s other
equity movements
At 31 December 2018
Company
At 1 January 2017
Total comprehensive
income for the year
Dividends
At 31 December 2017
Total comprehensive
income for the year
Dividends
At 31 December 2018
0.3
15.3
(0.4)
272.1
43.5
330.8
48.8
379.6
–
–
–
–
–
–
–
–
–
55.2
(3.6)
(14.1)
–
41.1
(3.6)
3.0
(2.5)
44.1
(6.1)
–
–
–
0.2
0.2
–
–––––––
0.3
–
–––––––
15.3
–
–––––––
(0.4)
0.1
–––––––
323.8
–
–––––––
29.4
0.1
–––––––
368.4
–
–––––––
49.5
0.1
–––––––
417.9
–
–
–
–
–
–
–
–
–
30.5
(3.8)
–
0.2
–
–
30.7
(3.8)
–
9.0
(3.1)
1.4
39.7
(6.9)
1.4
–
–––––––
0.3
–––––––
–
–––––––
15.3
–––––––
–
–––––––
(0.4)
–––––––
0.2
–––––––
350.7
–––––––
–
–––––––
29.6
–––––––
0.2
–––––––
395.5
–––––––
–
–––––––
56.8
–––––––
0.2
–––––––
452.3
–––––––
0.3
15.3
–
38.8
12.1
66.5
–
66.5
–
–
–––––––
0.3
–
–
–––––––
15.3
–
–
–––––––
–
3.9
(3.7)
–––––––
39.0
–
–
–––––––
12.1
3.9
(3.7)
–––––––
66.7
–
–
–––––––
–
3.9
(3.7)
–––––––
66.7
–
–
–––––––
0.3
–––––––
–
–
–––––––
15.3
–––––––
–
–
–––––––
–
–––––––
3.9
(3.9)
–––––––
39.0
–––––––
–
–
–––––––
12.1
–––––––
3.9
(3.9)
–––––––
66.7
–––––––
–
–
–––––––
–
–––––––
3.9
(3.9)
–––––––
66.7
–––––––
Other reserves of the group include net exchange differences of £16.5 million deficit (2017: £26.1 million
deficit).
Group retained earnings includes £180.7 million (2017: £157.4 million) which would require exchange control
permission for remittance as dividends.
41
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CAMELLIA PLC
ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all years presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the EU, IFRS IC interpretations and the Companies Act 2006
applicable to companies reporting under IFRS.
The consolidated financial statements have been prepared on the historical cost basis as modified by the
revaluation of biological assets, financial assets and financial liabilities and assets held for sale.
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the
current year. During the year, £4.5 million of comparative amounts previously classified as trade and
other payables have been reclassified into provisions.
Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the
Company and the Group have adequate resources to continue to operate for the foreseeable future.
They therefore continue to adopt the going concern basis of accounting in preparing the financial
statements.
Basis of consolidation
Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) made up to 31 December each year.
On acquisition, the assets and liabilities of a subsidiary are measured at their fair values at the date of
acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets
acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the
identifiable net assets acquired (i.e. discount on acquisition) is credited to the income statement in the
period of acquisition. The Group recognises any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, at the non-controlling interest's proportionate share of the recognised
amounts of acquiree's identifiable net assets.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated
Income Statement from the effective date of acquisition or disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by the Group.
All Intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Associates
An associate is an entity over which the Group is in a position to exercise significant influence, but not
control or joint control, through participation in the financial and operating policy decisions of that entity.
Investments in associates are accounted for by the equity method of accounting. Under this method the
Group's share of the post-acquisition profits or losses of associates is recognised in the Income
Statement and its share of post-acquisition movements in reserves is recognised in reserves.
Foreign currency translation
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on
the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.
Translation differences on non-monetary items carried at fair value are reported as part of the fair value
gain or loss. Gains and losses arising on retranslation are included in the income statement, except for
exchange differences arising on non-monetary items where the changes in fair value are recognised
directly in equity.
42
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CAMELLIA PLC
ACCOUNTING POLICIES
The consolidated financial statements are presented in sterling which is the Company's functional and
presentation currency. On consolidation, income statements and cash flows of foreign entities are
translated into pounds sterling at average exchange rates for the year and their balance sheets are
translated at the exchange rates ruling at the balance sheet date. Exchange differences arising from the
translation of the net investment in foreign entities and of borrowings designated as hedges of such
investments, are taken to equity. When a foreign entity is sold such exchange differences arising since
1 January 2004 are recognised in the Income Statement as part of the gain or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated at the exchange rate ruling on the date of acquisition.
The Group has elected to treat goodwill and fair value adjustments arising on acquisitions prior to
1 January 2004, the date of the Group's transition from UK GAAP to IFRS, as sterling denominated assets
and liabilities.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents
amounts receivable for goods and services provided in the normal course of business, net of discounts,
value added tax and other sales related taxes and after eliminating intra-group sales.
Revenue from the sale of goods is recognised when all the following conditions are satisfied:
n identify contracts with customers
n identify the separate performance obligation
n determine the transaction price of the contract, and
n allocate the transaction price to each of the separate performance obligations
In respect of agricultural produce, revenue is recognised at the point in time that control of goods is
transferred to the customer.
In respect of food storage and distribution services, revenue for handling is recognised at the point that
the goods are actually handled.
In respect of engineering services, revenue is recognised based upon the stage of completion and
includes costs incurred to date, plus accrued profits.
Investment income
Investment income is recognised when the right to receive payment of a dividend is established.
Segmental reporting
The adoption of IFRS 8 requires operating segments to be identified on the basis of internal reports used
to assess performance and allocate resources by the chief operating decision maker. The chief operating
decision maker has been identified as the Group Strategy Committee led by the CEO. Inter segment sales
are not significant.
Exceptional items
Exceptional items are those significant items which are separately disclosed by virtue of their size or
incidence to enable a full understanding of the Group's financial performance.
Intangible assets
(i) Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's
interest in the fair value of the identifiable assets, liabilities and contingent liabilities of a subsidiary or
associate at the date of acquisition.
43
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CAMELLIA PLC
ACCOUNTING POLICIES
Goodwill is recognised as an asset and reviewed for impairment at least annually or more frequently if
events or changes in circumstances indicate a potential impairment. Any impairment is recognised
immediately in the income statement and is not subsequently reversed.
On disposal of a subsidiary or associate, the attributable amount of goodwill is included in the
determination of the profit or loss on disposal.
(ii) Identifiable intangible assets
Indefinite life identifiable intangible assets include certain brands acquired. They are not amortised but
tested for impairment annually or more frequently if an impairment indicator is triggered, any
impairment is charged to the income statement as it arises. The assessment of the classification of
intangible assets as indefinite is reviewed annually.
Finite life identifiable intangible assets include certain brands, customer relationships and other
intangible assets acquired on the acquisition of subsidiaries. Acquired intangible assets with finite lives
are initially recognised at cost and amortised on a straight-line basis over their estimated useful lives, not
exceeding 20 years. Intangible assets' estimated lives are re-evaluated annually and an impairment test is
carried out if certain indicators of impairment exist.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
(iii) Computer software
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and
bring to use the specific software. Computer software licences are held at cost and are amortised on a
straight-line basis over 3 to 7 years.
Costs associated with developing or maintaining computer software programmes are recognised as an
expense as incurred. Costs that are directly associated with identifiable and unique software products
controlled by the Group and which are expected to generate economic benefits exceeding costs beyond
one year, are recognised as an intangible asset and amortised over their estimated useful lives.
Property, plant and equipment
Property, plant and equipment now includes biological assets (bearer plants) which are accounted for
under IAS 16.
Land and buildings comprises mainly factories and offices. All property, plant and equipment is shown at
cost less subsequent depreciation and impairment, except for land, which is shown at cost less
impairment. Cost includes expenditure that is directly attributable to the acquisition of these assets.
On transition to IFRS, the Group followed the transitional provisions and elected that previous UK GAAP
revaluations be treated as deemed cost.
Subsequent costs are included in the assets' carrying amount, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. Repairs and maintenance are charged to the income statement during the financial
period in which they are incurred.
No depreciation is provided on freehold land. Depreciation of other property, plant and equipment is
calculated to write off their cost less residual value over their expected useful lives.
The rates of depreciation used for the other assets are as follows:-
Biological assets (Bearer plants)
Freehold and long leasehold buildings
Other short leasehold land and buildings
Plant, machinery, fixtures, fittings and equipment
20 to 50 years
nil to 50 years
unexpired term of the lease
3 to 25 years
No depreciation is provided on bearer plants until maturity when commercial levels of production have
been reached.
44
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CAMELLIA PLC
ACCOUNTING POLICIES
Assets held under finance leases are depreciated over their expected useful lives on the same basis as
owned assets, or, where shorter, over the term of the relevant lease.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance
sheet date.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between
the sales proceeds and the carrying amount of the asset and is included in the Income Statement.
Investment properties
Properties held to earn rental income rather than for the purpose of the Group’s principal activities are
classified as Investment properties. Investment properties are recorded at cost less accumulated
depreciation and any recognised impairment loss. The depreciation policy is consistent with those
described for other Group properties.
Income from Investment properties is disclosed in ‘Revenue’. The related operating costs are immaterial
and are included within administrative expenses.
Biological assets: non-current
Biological assets are measured at each balance sheet date at fair value and are generally valued at each
year end by independent professional valuers. Any changes in fair value are recognised in the Income
Statement in the year in which they arise. Costs of new areas planted are included as “new planting
additions” in the biological assets note. As timber is harvested the value accumulated to the date of
harvest is treated as “decrease due to harvesting” and charged to cost of sales in the Income Statement.
Biological assets: current
Produce is valued on the basis of net present values of expected future cash flows and include certain
assumptions about yields, selling prices, costs and discount rates. As the crop is harvested it is
transferred to inventory at fair value.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date
basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair
value, depending on the classification of the financial assets.
Classification of financial assets
(i) Equity instruments designated as fair value through other comprehensive
income (‘FVTOCI’)
On initial recognition, the Group has made an irrevocable election (on an instrument-by-instrument basis)
to designate investments in equity instruments as at FVTOCI.
Investments in equity instruments designated as FVTOCI are initially measured at fair value plus
transaction costs. Subsequently, they are measured at fair value with gains and losses arising from
changes in fair value recognised in other comprehensive income and accumulated in the investments
revaluation reserve. The cumulative gain or loss is not reclassified to profit or loss on disposal of the
equity investments, instead, it is transferred to retained earnings.
Dividends on these investments in equity instruments are recognised in profit or loss in accordance with
IFRS 9, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends
are included as investment income in the consolidated income statement.
The Group has designated all investments in equity instruments that are not held for trading purposes as
FVTOCI on initial application of IFRS 9 (see notes 22 to 25).
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(ii) Financial assets at fair value through profit or loss (‘FVTPL’)
Financial assets that do not meet the criteria for being measured FVTOCI or at amortised cost (see (i)
above and (iii) below) are measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair
value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging
relationship.
(iii) Amortised cost and effective interest method
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial
recognition minus the principal repayments, plus the cumulative amortisation using the effective interest
method of any difference between that initial amount and the maturity amount, adjusted for any loss
allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before
adjusting for any loss allowance.
The effective interest method is a method of calculating the amortised cost and of allocating interest
income over the relevant period. Interest income is recognised in profit or loss and is included in the
"finance income – interest income" line item (note 7).
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses (‘ECL’) on investments in debt
instruments that are measured at amortised cost, lease receivables, trade receivables and contract
assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit
risk since initial recognition of the respective financial instrument.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the
expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL
that is expected to result from default events on a financial instrument that are possible within
12 months after the reporting date.
The Group always recognises lifetime ECL for trade receivables, contract assets and lease receivables. The
expected credit losses on these financial assets are estimated using a provision matrix based on the
Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general
economic conditions and an assessment of both the current as well as the forecast direction of
conditions at the reporting date, including time value of money where appropriate.
For all other financial instruments, the Group recognises lifetime ECL when there has been a significant
increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has
not increased significantly since initial recognition, the Group measures the loss allowance for that
financial instrument at an amount equal to 12-month ECL.
(i) Significant increase in credit risk
In assessing whether the credit risk on a financial instrument has increased significantly since initial
recognition, the Group compares the risk of a default occurring on the financial instrument at the
reporting date with the risk of a default occurring on the financial instrument at the date of initial
recognition. In making this assessment, the Group considers both quantitative and qualitative
information that is reasonable and supportable, including historical experience and forward-looking
information that is available without undue cost or effort. Forward-looking information considered
includes the future prospects of the industries in which the Group’s debtors operate, obtained from
economic expert reports, financial analysts, governmental bodies, relevant think-tanks and other similar
organisations, as well as consideration of various external sources of actual and forecast economic
information that relate to the Group’s core operations.
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In particular, the following information is taken into account when assessing whether credit risk has
increased:
n an actual or expected significant deterioration in the financial instrument’s external (if available) or
internal credit rating
n significant deterioration in external market indicators of credit risk for a particular financial
instrument
n existing or forecast adverse changes in business, financial or economic conditions that are expected
to cause a significant decrease in the debtor’s ability to meet its debt obligations
n an actual or expected significant deterioration in the operating results of the debtor
n significant increases in credit risk on other financial instruments of the same debtor
n an actual or expected significant adverse change in the regulatory, economic, or technological
environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt
obligations
Irrespective of the outcome of the above assessment, the Group presumes that the credit risk on a
financial asset has increased significantly since initial recognition when contractual payments are more
than 30 days past due, unless the Group has reasonable and supportable information that demonstrates
otherwise.
Despite the foregoing, the Group assumes that the credit risk on a financial instrument has not increased
significantly since initial recognition if the financial instrument is determined to have low credit risk at the
reporting date. A financial instrument is determined to have low credit risk if:
(i) The financial instrument has a low risk of default,
(ii) The debtor has a strong capacity to meet its contractual cash flow obligations in the near term, and
(iii) Adverse changes in economic and business conditions in the longer term may, but will not
necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.
The Group considers a financial asset to have low credit risk when the asset has external credit rating of
‘investment grade’ in accordance with the globally understood definition or if an external rating is not
available, the asset has an internal rating of ‘performing’. Performing means that the counterparty has a
strong financial position and there is no past due amounts.
The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a
significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of
identifying any significant increase in credit risk before the amount becomes past due.
(ii) Definition of default
The Group considers the following as constituting an event of default for internal credit risk management
purposes as historical experience indicates that financial assets that meet either of the following criteria
are generally not recoverable:
n when there is a breach of financial covenants by the debtor; or
n information developed internally or obtained from external sources indicates that the debtor is
unlikely to pay its creditors, including the Group, in full (without taking into account any collateral
held by the Group).
Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is
more than 90 days past due unless the Group has reasonable and supportable information to
demonstrate that a different default criterion is more appropriate.
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(iii) Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the
estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is
credit-impaired includes observable data about the following events:
(a) significant financial difficulty of the issuer or the borrower;
(b) a breach of contract, such as a default or past due event (see (ii) above);
(c)
the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial
difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise
consider;
(d)
it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
(e) a disappearance of an active market for that financial asset because of financial difficulties.
(iv) Write-off policy
The Group writes off a financial asset when there is information indicating that the debtor is in severe
financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed
under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when
the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still
be subject to enforcement activities under the Group’s recovery procedures, taking into account legal
advice where appropriate. Any recoveries made are recognised in profit or loss.
(v) Measurement and recognition of expected credit losses
The measurement of expected credit losses is a function of the probability of default, loss given default
(i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the
probability of default and loss given default is based on historical data adjusted by forward-looking
information as described above.
As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying
amount at the reporting date; for financial guarantee contracts, the exposure includes the amount drawn
down as at the reporting date, together with any additional amounts expected to be drawn down in the
future by default date determined based on historical trend, the Group’s understanding of the specific
future financing needs of the debtors, and other relevant forward-looking information.
For financial assets, the expected credit loss is estimated as the difference between all contractual cash
flows that are due to the Group in accordance with the contract and all the cash flows that the Group
expects to receive, discounted at the original effective interest rate. For a lease receivable, the cash flows
used for determining the expected credit losses is consistent with the cash flows used in measuring the
lease receivable in accordance with IAS 17 Leases.
The Group recognises an impairment gain or loss in profit or loss for all financial instruments with a
corresponding adjustment to their carrying amount through a loss allowance account, except for
investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognised
in other comprehensive income and accumulated in reserves, and does not reduce the carrying amount
of the financial asset in the balance sheet.
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Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the
asset expire, or when it transfers the financial asset and substantially all the risks and rewards of
ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the
risks and rewards of ownership and continues to control the transferred asset, the Group recognises its
retained interest in the asset and an associated liability for amounts it may have to pay. If the Group
retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group
continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds
received.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
In addition, on derecognition of an investment in a debt instrument classified as at FVTOCI, the
cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to
profit or loss. In contrast, on derecognition of an investment in equity instrument which the Group has
elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in
the investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained
earnings.
Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment and whenever events or changes in circumstance indicate that the carrying amount may not
be recoverable. Assets that are subject to amortisation are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the assets' carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an assets' fair value less costs to sell and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units).
Leases
Leases of property, plant and equipment where the Group has substantially all the risks and rewards of
ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at
the lower of fair value and the estimated present value of the underlying lease payments. Each lease
payment is allocated between the liability and finance charges so as to achieve a constant rate of interest
on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are
included in liabilities. The interest element of the finance cost is charged to the Income Statement over
the lease period. Property, plant and equipment acquired under finance leases is depreciated over the
shorter of the asset's useful life and the lease term.
Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases are charged to the Income
Statement on a straight-line basis over the period of the lease.
Inventories
Agricultural produce included within inventory largely comprises stock of 'black' tea. In accordance with
IAS 41, on initial recognition, agricultural produce is required to be measured at fair value less estimated
point of sale costs.
Other inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials
and, where applicable, direct labour costs and those overheads that have been incurred in bringing the
inventories to their present location and condition. Cost is calculated using the weighted average method.
Net realisable value represents the estimated selling price less all estimated costs of completion and
selling expenses.
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Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly
liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts
are shown within borrowings in current liabilities on the balance sheet.
Discontinued operations and non-current assets held for sale
A discontinued operation is a separate major line of business or geographic area of operation that has
either been disposed of, abandoned or is part of a plan to dispose of a major line of business or
geographic area. An operation is classified as a discontinued operation in the year that the above criteria
are met. In the consolidated Income Statement, profit/loss from discontinued operations is reported
separately from the results from continuing operations. Prior periods Income Statement and cash flow
are presented on a comparable basis.
Non-current assets classified as held for sale are measured at the lower of the carrying amount and fair
value less costs to sell.
Non-current assets are classified as held for sale if their carrying amount will be recovered through a sale
transaction rather than through continuing use. This condition is regarded as met only when the sale is
highly probable and the asset is available for immediate sale in its present condition. Management must
be committed to the sale which should be expected to qualify for recognition as a completed sale within
one year from the date of classification.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Accounts payable are classified as current liabilities if payment is due
within one year or less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest method.
Borrowings
Interest-bearing bank loans and overdrafts are initially recorded at the proceeds received, net of direct
issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue
costs, are accounted for on an accrual basis to the Income Statement using the effective interest method
and are added to the carrying amount of the instrument to the extent that they are not settled in the
period in which they arise.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as
reported in the income statement because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable or deductible. The Group
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by
the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amount of assets and liabilities in the financial statements and the corresponding tax bases used in the
computation of taxable profit, and is accounted for using the liability method. Deferred tax is not
accounted for if it arises from initial recognition of an asset or liability in a transaction, other than in a
business combination, that at the time of the transaction affects neither accounting nor taxable profit or
loss. Deferred tax is determined using tax rates and laws that have been enacted or substantively
enacted by the balance sheet date and are expected to apply when the related tax asset is realised or the
tax liability is settled.
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Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be utilised. Deferred income tax assets and
liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by
the same taxation authority on either the same taxable entity or different taxable entities where there is
an intention to settle the balances on a net basis.
Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates,
except where the timing of the reversal of the temporary difference is controlled by the Group and it is
probable that the temporary difference will not reverse in the foreseeable future.
Employee benefits
(i) Pension obligations
Group companies operate various pension schemes. The schemes are funded through payments to
insurance companies or trustee-administered funds. The Group has both defined benefit and defined
contribution plans.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a
separate fund. The Group has no legal or constructive obligations to pay further contributions to the
fund. Contributions are recognised as an expense in the Income Statement when they are due.
A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will
receive on retirement, usually dependent on one or more factors such as age, years of service and
compensation. The pension cost for defined benefit schemes is assessed in accordance with the advice of
qualified independent actuaries using the "projected unit" funding method.
The liability recognised in the Balance Sheet in respect of defined benefit pension plans is the present
value of the defined benefit obligation at the balance sheet date less the fair value of plan assets.
Independent actuaries calculate the obligation annually using the "projected unit" funding method.
Actuarial gains and losses arising from experience adjustments and changes in actuarial adjustments are
recognised in full in the period in which they occur, they are not recognised in the Income Statement and
are presented in the Statement of Comprehensive Income.
Past service costs are recognised directly in the Income Statement.
(ii) Other post-employment benefit obligations
Some Group companies have unfunded obligations to pay terminal gratuities to employees. Provisions
are made for the estimated liability for gratuities as a result of services rendered by employees up to the
balance sheet date and any movement in the provision is recognised in the Income Statement.
The estimated monetary liability for employees' accrued annual leave entitlement at the balance sheet
date is recognised as an accrual.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources will be required to settle the obligation and the
amount has been reliably estimated.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of tax, from the proceeds.
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Where any Group company purchases the Company’s equity share capital (treasury shares), the
consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted
from equity attributable to the Company’s equity holders until the shares are cancelled or reissued.
Where such shares are subsequently reissued, any consideration received, net of any directly attributable
incremental transaction costs and the related income tax effects, is included in equity attributable to the
Company’s equity holders.
Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial
statements in the period in which the dividends are approved by the Company’s shareholders. Interim
dividends are recognised when paid.
Critical judgement and key sources of estimation uncertainty
In the view of the Directors, apart from those involving estimations (which are presented separately
below), no critical judgements have been made in the process of applying the Group’s accounting policies
which have a significant effect on the amounts recognised in financial statements.
Estimates are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting will, by
definition, seldom equal the actual results. The estimates and assumptions that have a risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year are set
out below.
Impairment of assets
(i)
The Group has significant investments in intangible assets, property, plant and equipment, investment
properties, biological assets, associated companies, financial assets and other investments. These assets
are tested for impairment when circumstances indicate there may be a potential impairment. Factors
considered which could trigger an impairment review include a significant fall in market values, significant
underperformance relative to historical or projected future operating results, a major change in market
conditions or negative cash flows.
The sensitivity of carrying amounts of biological and financial assets is disclosed in notes 18 and 42
respectively.
(ii) Depreciation and amortisation
Depreciation and amortisation is based on management's estimates of the future useful life of bearer
plants, property, plant and equipment and intangible assets. Estimates may change due to climate
change, technological developments, competition, changes in market conditions and other factors and
may result in changes in the estimated useful life and in the depreciation and amortisation charges.
(iii) Biological assets
Biological assets are carried at fair value less estimated point-of-sale costs. Where meaningful market-
determined prices do not exist to assess the fair value of biological assets, the fair value has been
determined based on the net present value of expected future cash flows from those assets, discounted
at appropriate pre-tax rates. In determining the fair value of biological assets where the discounting of
expected future cash flows has been used, the Directors have made certain assumptions about expected
life-span of the plantings, yields, selling prices, costs and discount rates. Details of assumptions made and
sensitivity analysis are given in note 18.
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(iv) Retirement benefit obligations
Pension accounting requires certain assumptions to be made in order to value obligations and to
determine the impact on the Income Statement. These figures are particularly sensitive to assumptions
for discount rates, mortality, inflation rates and expected long-term rates of return on assets. Details of
assumptions made and sensitivity analysis are given in note 35.
(v) Taxation
Income tax liabilities include a number of provisions based on management’s interpretation of country
specific tax law and the likelihood of settlement. This can involve a significant amount of judgement as
tax legislation can be complex and open to different interpretation. Management uses professional firms
and previous experience when assessing tax risks. Where actual tax liabilities differ from the provisions,
adjustments are made which can have a material impact on the Group’s profits for the year. It is not
practicable to quantify the range of outcomes with the application of sensitivity analyses. Unprovided
contingent tax liabilities are disclosed in note 41.
Changes in accounting policy and disclosures
(i) New and amended standards adopted by the Group
The Group has adopted the following new and amended IFRSs as of 1 January 2018:
The adoption of IFRS 9 and IFRS 15 has not had a material impact on the financial statements of the
Group. The impact of the adoption of IFRS 9 Financial Instruments on the Group’s financial statements is
set out below. There was no impact on the Group’s financial statements following the adoption of IFRS
15 Revenue from contracts with customers.
IFRS 9 Financial Instruments
IFRS 9 was adopted without restating comparative information and its adoption has reclassified the
Group’s financial assets. At the date of initial application of IFRS 9, the Group has elected to apply the fair
value through other comprehensive income option for all of its non-controlling equity interests that were
previously classified as Available for sale financial assets (“AFS”) under IAS 39. This election results in all
gains and losses being presented in Other comprehensive income except dividend income which is
recognised in profit or loss. This differs from the treatment of AFS instruments under IAS 39 where gains
and losses recognised in Other comprehensive income are reclassified to profit and loss on derecognition
or impairment. The Group’s money market funds have been reclassified as financial assets at fair value
through profit or loss and the Group’s infrastructure bonds and debentures have been reclassified as
financial assets at amortised cost. The following table shows the adjustments recognised for each
individual line item. Line items that were not affected by the changes have not been included.
Balance sheet (extract)
Non-current assets
Available-for-sale financial assets
Financial assets at fair value through other
comprehensive income
Financial asset at fair value through profit or loss
Financial assets at amortised cost
31 December 2017
£’m
IFRS 9
£’m
Reclassified
1 January 2018
£’m
47.0
(47.0)
–
–
–
–
––––––––––
47.0
––––––––––
41.2
2.5
3.3
––––––––––
–
––––––––––
41.2
2.5
3.3
––––––––––
47.0
––––––––––
IFRS 15 Revenue from contracts with customers
The IASB has issued a new standard for the recognition of revenue. This replaces IAS 18 which covers
contracts for goods and services and IAS 11 which covers construction contracts.
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The standard is based on the principle that revenue is recognised when control of a good or service
transfers to a customer – so the notion of control replaces the existing notion of risks and rewards.
A new five-step process is applied when recognising revenue:
n identify contracts with customers
n identify the separate performance obligation
n determine the transaction price of the contract
n allocate the transaction price to each of the separate performance obligations, and
n recognise the revenue
The adoption of IFRS 15 has not had a material impact on the financial statements of the Group.
IAS 40 (amendments) Transfers of investment property
The Group has adopted the amendments to IAS 40 Investment Property for the first time in the current
year. The amendments clarify that a transfer to, or from, investment property necessitates an
assessment of whether a property meets, or has ceased to meet, the definition of investment property,
supported by observable evidence that a change in use has occurred. The amendments further clarify
that the situations listed in IAS 40 are not exhaustive and that a change in use is possible for properties
under construction (i.e. a change in use is not limited to completed properties).
(ii) Standards, amendments and interpretations to existing standards that are not yet
effective and have not been adopted early by the Group
Certain new accounting standards and interpretations have been published that are not mandatory for
31 December 2018 reporting periods and have not been early adopted by the Group. The Group's
assessment of the impact of these new standards and interpretations is set out below.
IFRS 16 Leases
IFRS 16 was issued in January 2016 and will be effective from 1 January 2019. It will result in almost all
leases being recognised on the balance sheet by lessees, as the distinction between operating and
finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a
financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases.
The Group has reviewed all of the Group’s leasing arrangements in light of the new lease accounting rules
in IFRS 16. The standard will affect primarily the accounting for the Group’s operating leases. Of the
Group's non-cancellable operating lease commitments, approximately £0.1 million relate to short-term
leases and less than £0.1 million to low value leases which will both be recognised on a straight-line basis
as expense in profit or loss. For the remaining lease commitments the Group expects to recognise right-
of-use assets and liabilities of approximately £10.0 million on 1 January 2019.
The Group expects that profit before tax from continuing operations will decrease by approximately
£0.2 million for 2019 as a result of adopting the new rules. Trading Profit used to measure segment
results is expected to increase by approximately £0.4 million, as the operating lease payments were
included in Trading Profit, but the interest on the lease liability is excluded from this measure.
Operating cash flows will increase and financing cash flows decrease by approximately £1.2 million as
repayment of the principal portion of the lease liabilities will be classified as cash flows from financing
activities.
The Group’s activities as a lessor are not material and hence the Group does not expect any significant
impact on the financial statements. However, some additional disclosures may be required from next
year.
The Group intends to apply the simplified transition approach and will not restate comparative amounts
for the year prior to first adoption. Right-of-use assets will be measured at the amount of the lease
liability on adoption (adjusted for any prepaid or accrued lease expenses).
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Amendments to IAS 19 Employee Benefits Plan Amendment, Curtailment or Settlement
The amendments clarify that the past service cost (or the gain or loss on settlement) is calculated by
measuring the defined benefit liability (asset) using updated assumptions and comparing benefits offered
and plan assets before and after the plan amendment (or curtailment or settlement) but ignoring the
effect of the asset ceiling (that may arise when the defined benefit plan is in a surplus position). IAS 19 is
now clear that the change in the effect of the asset ceiling that may result from the plan amendment (or
curtailment or settlement) is determined in a second step and is recognised in the normal manner in
other comprehensive income.
The paragraphs that relate to measuring the current service cost and the net interest on the net defined
benefit liability (asset) have also been amended. An entity will now be required to use the updated
assumptions from this remeasurement to determine current service cost and net interest for the
remainder of the reporting period after the change to the plan. In the case of the net interest, the
amendments make it clear that for the period post plan amendment, the net interest is calculated by
multiplying the net defined benefit liability (asset) as remeasured under IAS 19 by the discount rate used
in the remeasurement (also taking into account the effect of contributions and benefit payments on the
net defined benefit liability (asset)).
The amendments are applied prospectively. They apply only to plan amendments, curtailments or
settlements that occur on or after the beginning of the annual period in which the amendments to IAS 19
are first applied.
The amendments to IAS 19 must be applied to annual periods beginning on or after 1 January 2019, but
they can be applied earlier if an entity elects to do so.
The Group does not expect that the application of these amendments in the future will have a material
impact on the consolidated financial statements.
Amendments to IAS 28 Long-term Interests in Associates and Joint Ventures
The amendment clarifies that IFRS 9, including its impairment requirements, applies to long-term
interests. Furthermore, in applying IFRS 9 to long-term interests, an entity does not take into account
adjustments to their carrying amount required by IAS 28 (i.e. adjustments to the carrying amount of long-
term interests arising from the allocation of losses of the investee or assessment of impairment in
accordance with IAS 28).
The amendments apply retrospectively to annual reporting periods beginning on or after 1 January 2019.
Earlier application is permitted. Specific transition provisions apply depending on whether the first–time
application of the amendments coincides with that of IFRS 9.
The Group does not expect that the application of these amendments in the future will have a material
impact on the consolidated financial statements.
IFRIC 23 Uncertainty over Income Tax Treatments
IFRIC 23 sets out how to determine the accounting tax position when there is uncertainty over income tax
treatments. The Interpretation requires an entity to:
n determine whether uncertain tax positions are assessed separately or as a group; and
n assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or
proposed to be used, by an entity in its income tax filings:
–
–
If yes, the entity should determine its accounting tax position consistently with the tax treatment
used or planned to be used in its income tax filings.
If no, the entity should reflect the effect of uncertainty in determining its accounting tax position.
The Interpretation is effective for annual periods beginning on or after 1 January 2019. Entities
can apply the Interpretation with either full retrospective application or modified retrospective
application without restatement of comparatives retrospectively or prospectively.
The Group does not expect that the application of IFRIC 23 will have a material impact on the
consolidated financial statements.
55
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CAMELLIA PLC
ACCOUNTING POLICIES
Annual Improvements to IFRS Standards 2015-2017 Cycle
Amendments to IFRS 3 Business Combinations, IFRS 11 Joint Arrangements, IAS 12
Income Taxes and IAS 23 Borrowing Costs
The Annual Improvements includes amendments to:
IAS 12 Income Taxes
(i)
The amendments clarify that an entity should recognise the income tax consequences of dividends in
profit or loss, other comprehensive income or equity according to where the entity originally recognised
the transactions that generated the distributable profits. This is the case irrespective of whether different
tax rates apply to distributed and undistributed profits.
(ii) IAS 23 Borrowing Costs
The amendments clarify that if any specific borrowing remains outstanding after the related asset is
ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows
generally when calculating the capitalisation rate on general borrowings.
56
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
1 Business and geographical segments
The principal activities of the Group are as follows:
Agriculture
Engineering
Food Service
For management reporting purposes these activities form the basis on which the Group reports its
primary divisions.
Segment information about these businesses is presented below:
Agriculture
2018
£’m
2017
£’m
Engineering
2018
£’m
2017
£’m
Food Service Other operations Consolidated
2018
£’m
2017
£’m
2018
£’m
2017
£’m
2018
£’m
2017
£’m
Restated
239.4
245.3
298.3
–––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––
34.8
–
–––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––
309.8
(0.6)
52.1
22.2
41.5
51.0
(2.6)
35.6
20.5
37.8
0.1
1.6
0.8
1.8
0.6
Revenue
External sales
Segment trading profit/(loss)
Unallocated corporate expenses
Trading profit
Share of associates’ results
Provisions and impairment of property, plant and equipment
Loss on disposal of subsidiaries
Profit on disposal of financial assets
Investment income
Net finance income/(cost)
Profit before tax from continuing operations
Taxation
Profit after tax from continuing operations
(9.8)
(8.4)
–––––– ––––––
26.4
42.3
7.6
(0.2)
(0.4)
0.3
0.8
2.0
(1.8)
–
0.7
0.6
2.1
(0.3)
–––––– ––––––
27.6
52.5
(20.0)
(12.2)
–––––– ––––––
15.4
–––––– ––––––
32.5
Other information
Segment assets
Investments in associates
Unallocated assets
Consolidated total assets
Segment liabilities
Unallocated liabilities
Consolidated total liabilities
Capital expenditure
Depreciation
Amortisation
Impairments
378.9
344.2
14.1
18.1
31.3
26.2
19.6
20.0
443.9
408.5
65.7
55.4
(61.5)
(56.6)
(6.0)
(7.9)
(6.2)
(6.5)
–
–
100.8
112.6
–––––– ––––––
576.5
–––––– ––––––
(71.0)
610.4
(73.7)
16.4
17.2
(11.8)
(11.4)
0.4
(1.4)
–
–
–
–
–
–
0.3
(1.8)
–
(0.9)
3.2
(1.9)
(0.4)
–
2.3
(1.7)
(0.3)
–
(84.4)
(87.6)
–––––– ––––––
(158.1)
(158.6)
–––––– ––––––
20.8
21.4
1.0
(0.3)
(15.3)
(15.2)
1.4
(0.2)
–
–
–
(0.4)
(0.2)
–
(0.3)
(1.1)
Segment assets consist primarily of intangible assets, property, plant and equipment, investment
properties, biological assets, prepaid operating leases, inventories, trade and other receivables and
cash and cash equivalents. Receivables for tax have been excluded. Investments in associates, valued
using the equity method, have been shown separately in the segment information. Segment liabilities
are primarily those relating to the operating activities and generally exclude liabilities for taxes, short-
term loans, finance leases and non-current liabilities.
57
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
1 Business and geographical segments (continued)
Geographical segments
The Group operations are based in nine main geographical areas. The United Kingdom is the home
country of the parent. The principal geographical areas in which the Group operates are as follows:
United Kingdom
Continental Europe
Bangladesh
India
Kenya
Malawi
North America and Bermuda
South Africa
South America
The Group derives revenue from the transfer of goods and services over time and at a point in time in
the following major geographical regions:
United Kingdom
Continental Europe
Bangladesh
India
Kenya
Malawi
North America and Bermuda
South Africa
South America
Other
At a point in time
2017
2018
£’m
£’m
Over time
Total
2018
£’m
2017
£’m
2018
£’m
2017
£’m
58.7
36.0
31.7
79.2
40.7
14.0
11.8
2.2
6.1
28.6
––––––––––
309.0
––––––––––
53.4
34.1
28.1
85.6
42.3
10.9
9.9
2.9
6.5
24.0
––––––––––
297.7
––––––––––
0.7
–
–
–
–
0.1
–
–
–
–
––––––––––
0.8
––––––––––
0.5
–
–
–
–
0.1
–
–
–
–
––––––––––
0.6
––––––––––
59.4
36.0
31.7
79.2
40.7
14.1
11.8
2.2
6.1
28.6
––––––––––
309.8
––––––––––
53.9
34.1
28.1
85.6
42.3
11.0
9.9
2.9
6.5
24.0
––––––––––
298.3
––––––––––
The following is an analysis of the carrying amount of segment assets and additions to property, plant
and equipment and investment properties, analysed by the geographical area in which the assets are
located:
Carrying amount of
segment assets
2018
£’m
2017
£’m
Additions to property,
plant and equipment
2018
£’m
2017
£’m
Additions to
investment properties
2017
£’m
2018
£’m
60.9
1.4
72.0
101.4
107.0
58.6
13.3
16.4
11.6
––––––––––
442.6
––––––––––
58.0
6.3
63.1
103.4
89.8
51.4
12.2
13.4
10.9
––––––––––
408.5
––––––––––
4.0
0.1
2.5
4.0
5.3
2.0
–
2.3
0.3
––––––––––
20.5
––––––––––
3.2
0.1
2.5
5.2
4.0
2.9
0.2
2.0
0.5
––––––––––
20.6
––––––––––
0.9
–
–
–
–
–
–
–
–
––––––––––
0.9
––––––––––
0.2
–
–
–
–
–
–
–
–
––––––––––
0.2
––––––––––
United Kingdom
Continental Europe
Bangladesh
India
Kenya
Malawi
North America and Bermuda
South Africa
South America
58
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
2 Revenue
An analysis of the Group’s revenue is as follows:
Sale of goods
Distribution and warehousing revenue
Engineering services revenue
Agency commission revenue
Property rental revenue
Total Group revenue
Other operating income
Investment income
Interest income
Total Group income
Disaggregation of revenue from contracts with customers:
2018
£’m
2017
£’m
248.5
38.2
22.2
0.1
0.8
––––––––––
309.8
4.0
0.8
4.0
––––––––––
318.6
––––––––––
238.8
37.8
20.5
0.6
0.6
––––––––––
298.3
2.4
0.6
3.0
––––––––––
304.3
––––––––––
Sale of goods
Distribution and warehousing revenue
Engineering services revenue
Agency commission revenue
Property rental revenue
Total Group revenue
At a point in time
2017
2018
£’m
£’m
Over time
2018
£’m
2017
£’m
248.5
38.2
22.2
0.1
–
––––––––––
309.0
––––––––––
238.8
37.8
20.5
0.6
–
––––––––––
297.7
––––––––––
–
–
–
–
0.8
––––––––––
0.8
––––––––––
–
–
–
–
0.6
––––––––––
0.6
––––––––––
59
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
3 Trading profit
The following items have been included in arriving at trading profit:
Employment costs (note 13)
Inventories:
Cost of inventories recognised as an expense (included in cost of sales)
Cost of inventories provision recognised as an expense
(included in cost of sales)
Fair value gain included in Made Tea
Depreciation of property, plant and equipment:
Owned assets
Under finance leases
Amortisation of intangibles (included in administrative expenses)
Gain from change in fair value of non-current biological assets
Impairment of available-for-sale financial assets
(included in administrative expenses)
Profit on disposal of property, plant and equipment
Operating leases - lease payments:
Plant and machinery
Property
Repairs and maintenance expenditure on property, plant and equipment
Currency exchange (gains)/losses (credited)/charged to income include:
Revenue
Cost of sales
Administrative expenses
Finance income
2018
£’m
2017
£’m
98.5
101.5
162.1
162.8
–
0.2
15.1
0.1
0.4
1.5
–
0.1
0.1
1.2
15.0
0.1
0.3
1.1
0.2
0.1
0.1
0.7
5.6
––––––––––
0.3
0.6
5.5
––––––––––
(0.1)
(0.1)
(0.2)
(0.2)
––––––––––
(0.6)
––––––––––
–
–
(0.2)
0.1
––––––––––
(0.1)
––––––––––
During the year the Group (including its overseas subsidiaries) obtained the following services from
the Company’s auditor and its associates:
Audit services:
Statutory audit:
Parent company and consolidated financial statements
Subsidiary companies
Audit – related regulatory reporting
Other services not covered above
0.2
0.5
––––––––––
0.7
0.1
–
––––––––––
0.8
––––––––––
0.2
0.5
––––––––––
0.7
0.1
0.2
––––––––––
1.0
––––––––––
60
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
4 Underlying profit
The Group seeks to present an indication of the underlying performance which is not impacted by
exceptional items or items considered non-operational in nature. This measure of profit is described
as ‘underlying’ and is used by management to measure and monitor performance.
The following items have been excluded from the underlying measure and have been separately
disclosed:
■
■
A £5.4 million gain from the release of provisions for wage increases relating to prior years in our
Agriculture operations following progress on negotiations.
The release of a £9.0 million provision in Bangladesh for post-employment benefit obligations
from which the tea industry has been exempted.
5 Share of associates’ results
The Group’s share of the results of associates is analysed below:
Profit before tax
Taxation
Profit after tax
2018
£’m
2017
£’m
8.4
(0.8)
––––––––––
7.6
––––––––––
2.0
–
––––––––––
2.0
––––––––––
6 Loss on disposal of subsidiaries
During 2018, the Group disposed of its interests in GU Cutting and Grinding Limited, British Metal
Treatments Limited, XiMo AG and Affish BV. No material loss was recognised in relation to any of
these disposals and the total combined loss was £0.4 million. Proceeds received in relation to these
disposals amounted to £3.8 million. Further details of the disposals are included in note 39.
7 Finance income and costs
Interest payable on loans and bank overdrafts
Finance costs
Finance income - interest income on short-term bank deposits
Net exchange gain/(loss) on foreign cash balances
Employee benefit expense (note 35)
Net finance income/(cost)
2018
£’m
2017
£’m
(0.6)
––––––––––
(0.6)
4.0
0.2
(1.5)
––––––––––
2.1
––––––––––
(0.5)
––––––––––
(0.5)
3.0
(0.1)
(2.7)
––––––––––
(0.3)
––––––––––
61
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
8 Taxation
Analysis of charge in the year
Current tax
UK corporation tax
UK corporation tax at 19.00 per cent. (2017: 19.25 per cent.)
Double tax relief
Foreign tax
Corporation tax
Adjustment in respect of prior years
Total current tax
Deferred tax
Origination and reversal of timing differences
United Kingdom
Overseas
Tax on profit on ordinary activities
Factors affecting tax charge for the year
Profit on ordinary activities before tax
Share of associated undertakings profit
Group profit on ordinary activities before tax
Tax on ordinary activities at the standard rate of corporation tax
in the UK of 19.00 per cent. (2017: 19.25 per cent.)
Effects of:
Adjustment to tax in respect of prior years
Expenses not deductible for tax purposes
Adjustment in respect of foreign tax rates
Additional tax arising on dividends from overseas companies
Other income not charged to tax
Profit on disposal of discontinued operation not charged to tax
Increase in tax losses carried forward
Movement in other timing differences
Total tax charge for the year
2018
£’m
£’m
2017
£’m
Restated
2.8
(2.8)
––––––––––
14.0
0.1
––––––––––
1.5
4.4
––––––––––
1.8
(1.8)
––––––––––
–
–
14.0
0.3
––––––––––
14.3
––––––––––
14.3
(1.6)
(0.5)
––––––––––
(2.1)
––––––––––
12.2
––––––––––
14.1
––––––––––
14.1
5.9
––––––––––
20.0
––––––––––
52.3
(7.6)
––––––––––
44.7
––––––––––
42.4
(2.0)
––––––––––
40.4
––––––––––
8.5
7.8
0.1
1.3
7.2
0.7
(1.0)
–
2.8
0.4
––––––––––
20.0
––––––––––
0.3
2.6
4.6
1.1
(2.2)
(3.9)
0.3
1.6
––––––––––
12.2
––––––––––
The deferred tax charge for 2017 has been restated to reflect the movement in capital losses arising
from the recognition of capital gains through other comprehensive income against which these
losses can be offset, amounting to a credit of £1.6 million.
62
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
9 Discontinued operation
The loss of £0.2 million (2017: £14.8 million profit) relates to the banking and financial services
businesses operated by Duncan Lawrie. For further information about the discontinued operation
please refer to note 10 in the Group’s annual financial statements for the year ended 31 December 2017.
10 Profit for the year
The profit of the Company was:
2018
£’m
2017
£’m
3.9
––––––––––
3.9
––––––––––
The Company has taken advantage of the exemption under Section 408 of the Companies Act 2006
not to disclose its income statement.
11 Equity dividends
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 December 2017 of
98p (2016: 95p) per share
Interim dividend for the year ended 31 December 2018 of
40p (2017: 37p) per share
2018
£’m
2017
£’m
2.7
2.6
1.1
––––––––––
3.8
––––––––––
1.0
––––––––––
3.6
––––––––––
Dividends amounting to £0.1 million (2017: £0.1 million) have not been included as group companies
hold 62,500 issued shares in the Company. These are classified as treasury shares.
Proposed final dividend for the year ended 31 December 2018
of 102p (2017: 98p) per share
2.9
––––––––––
2.8
––––––––––
The proposed final dividend is subject to approval by the shareholders at the AGM and has not been
included as a liability in these financial statements.
63
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
12 Earnings/(loss) per share (EPS)
2018
Weighted
average
Earnings/ number of
(loss)
shares
£’m Number
2017
Weighted
average
number of
shares
Number
EPS
Pence
EPS
Pence
Earnings
£’m
25.2
––––––––––
2,762,000
––––––––––
912.4
––––––––––
23.8
––––––––––
2,762,000
––––––––––
861.7
––––––––––
25.4
––––––––––
2,762,000
––––––––––
919.6
––––––––––
9.0
––––––––––
2,762,000
––––––––––
325.9
––––––––––
––––––––––
(0.2) 2,762,000
––––––––––
(7.2)
––––––––––
14.8
––––––––––
2,762,000
––––––––––
535.8
––––––––––
Attributable to ordinary
shareholders
Attributable to ordinary
shareholders – continuing
operations
Attributable to ordinary
shareholders – discontinued
operation
Basic and diluted earnings per share are calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of ordinary shares in issue during the period,
excluding those held by the Group as treasury shares (note 36).
13 Employees
Average number of employees by activity:
Agriculture
Engineering
Food Service
Central Management
Employment costs:
Wages and salaries
Social security costs
Employee benefit obligations (see note 35) – UK
– Overseas
– Overseas curtailment gain
2018
Number
2017
Number
77,182
225
357
28
––––––––––
77,792
––––––––––
2018
£’m
96.2
2.7
2.3
6.3
(9.0)
––––––––––
98.5
––––––––––
79,665
250
334
26
––––––––––
80,275
––––––––––
2017
£’m
91.3
2.5
1.4
6.3
–
––––––––––
101.5
––––––––––
Total remuneration paid to key employees who are members of the Executive Committees, excluding
Directors of Camellia Plc, amounted to £2.9 million (2017: £2.1 million).
64
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
14 Emoluments of the directors
Aggregate emoluments excluding pension contributions
2018
£’m
2017
£’m
2.0
––––––––––
1.9
––––––––––
Emoluments of the highest paid director excluding pension contributions were £0.6 million (2017:
£0.6 million).
Further details of directors’ emoluments are set out on pages 33 to 34.
15 Intangible assets
Group
Cost
At 1 January 2017
Exchange differences
Additions
Disposals
At 1 January 2018
Additions
Disposals
Subsidiary joining the group
At 31 December 2018
Amortisation
At 1 January 2017
Charge for the year
Disposals
At 1 January 2018
Charge for the year
Disposals
At 31 December 2018
Net book value at 31 December 2018
Net book value at 31 December 2017
Brands
£’m
Computer
software
£’m
–
(0.1)
2.4
–
––––––––––
2.3
–
–
6.6
––––––––––
8.9
––––––––––
–
–
–
––––––––––
–
–
–
––––––––––
–
––––––––––
8.9
––––––––––
2.3
––––––––––
2.4
–
0.1
(0.1)
––––––––––
2.4
0.1
(0.3)
–
––––––––––
2.2
––––––––––
1.3
0.3
(0.1)
––––––––––
1.5
0.4
(0.3)
––––––––––
1.6
––––––––––
0.6
––––––––––
0.9
––––––––––
Total
£’m
2.4
(0.1)
2.5
(0.1)
––––––––––
4.7
0.1
(0.3)
6.6
––––––––––
11.1
––––––––––
1.3
0.3
(0.1)
––––––––––
1.5
0.4
(0.3)
––––––––––
1.6
––––––––––
9.5
––––––––––
3.2
––––––––––
Impairment testing
Timing of impairment testing
The Group’s impairment test in respect of brands allocated to each component of the
cash-generating unit (‘CGU’) is performed as at 31 December each year. In line with the accounting
policy, impairment testing is also performed whenever there is an indication that the assets may be
impaired. There was no indication of impairment in the year to 31 December 2018. For the purpose
of this impairment testing, the Group’s CGU components represent the brands owned by Jing Tea
Limited and Goodricke Group Limited.
65
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
16 Property, plant and equipment
Group
Deemed cost
At 1 January 2017
Exchange differences
Additions
Disposals
Transfer between categories
Reclassification to
investment properties
Reclassification to assets held for sale
At 1 January 2018
Exchange differences
Additions
Disposals
Subsidiaries joining the group
Subsidiaries leaving the group
Reclassification from investment
properties
At 31 December 2018
Bearer
plants
£’m
141.8
(12.7)
5.8
(1.3)
–
Land and
buildings machinery
£’m
Fixtures,
Plant and fittings and
equipment
£’m
£’m
95.7
(4.0)
5.3
(0.2)
10.7
119.7
(4.9)
8.5
(2.5)
(10.7)
17.1
(0.7)
1.0
(0.3)
–
Total
£’m
374.3
(22.3)
20.6
(4.3)
–
–
–
––––––––––
133.6
4.9
4.0
(0.4)
–
–
(2.3)
(3.1)
––––––––––
102.1
1.0
6.3
(0.4)
0.4
(1.8)
–
(3.9)
––––––––––
106.2
0.4
8.5
(1.8)
0.1
(0.8)
–
–
––––––––––
17.1
0.3
1.7
(0.8)
–
(0.6)
(2.3)
(7.0)
––––––––––
359.0
6.6
20.5
(3.4)
0.5
(3.2)
–
––––––––––
142.1
––––––––––
0.2
––––––––––
107.8
––––––––––
–
––––––––––
112.6
––––––––––
–
––––––––––
17.7
––––––––––
0.2
––––––––––
380.2
––––––––––
12.4
(1.3)
6.0
(0.3)
–
–
–
–
––––––––––
16.8
0.8
5.6
(0.2)
–
––––––––––
23.0
––––––––––
119.1
––––––––––
116.8
––––––––––
43.6
(1.4)
1.5
(0.1)
9.2
0.1
(1.1)
(0.9)
––––––––––
50.9
0.3
2.3
(0.3)
(1.5)
––––––––––
51.7
––––––––––
56.1
––––––––––
51.2
––––––––––
77.8
(2.7)
6.6
(2.4)
(9.2)
0.2
–
(3.7)
––––––––––
66.6
0.2
6.3
(1.6)
(0.6)
––––––––––
70.9
––––––––––
41.7
––––––––––
39.6
––––––––––
8.3
(0.6)
1.0
(0.3)
–
–
–
–
––––––––––
8.4
0.2
1.0
(0.8)
(0.5)
––––––––––
8.3
––––––––––
9.4
––––––––––
8.7
––––––––––
142.1
(6.0)
15.1
(3.1)
(0.0)
0.3
(1.1)
(4.6)
––––––––––
142.7
1.5
15.2
(2.9)
(2.6)
––––––––––
153.9
––––––––––
226.3
––––––––––
216.3
––––––––––
Depreciation
At 1 January 2017
Exchange differences
Charge for the year
Disposals
Transfer between categories
Impairment provision
Reclassification to investment properties
Reclassification to assets held for sale
At 1 January 2018
Exchange differences
Charge for the year
Disposals
Subsidiaries leaving the group
At 31 December 2018
Net book value at 31 December 2018
Net book value at 31 December 2017
66
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
16 Property, plant and equipment (continued)
Land and buildings at net book value comprise:
Freehold
Long leasehold
Short leasehold
2018
£’m
2017
£’m
28.3
27.5
0.3
––––––––––
56.1
––––––––––
26.6
24.3
0.3
––––––––––
51.2
––––––––––
The amount of expenditure for property, plant and equipment in the course of construction (including
immature bearer plants) amounted to £4.2 million (2017: £3.3 million).
17 Investment properties
Group
Cost
At 1 January 2017
Additions
Transfers from property, plant and equipment
Reclassification to assets held for sale
At 1 January 2018
Additions
Reclassification to property, plant and equipment
Reclassification to assets held for sale
At 31 December 2018
Depreciation
At 1 January 2017
Transfers from property, plant and equipment
Charge for the year
At 1 January 2018
Reclassification to assets held for sale
Charge for the year
At 31 December 2018
Net book value at 31 December 2018
Net book value at 31 December 2017
£’m
17.7
0.2
2.3
(0.7)
––––––––––
19.5
0.9
(0.2)
(0.4)
––––––––––
19.8
––––––––––
0.7
1.1
0.1
––––––––––
1.9
(0.2)
0.1
––––––––––
1.8
––––––––––
18.0
––––––––––
17.6
––––––––––
Included in revenue is £0.8 million (2017: £0.6 million) of rental income generated from investment
properties. Direct operating expenses arising on the investment property, the majority of which
generated rental income in the period, amounted to £0.1 million (2017: £0.2 million).
At the end of the year the fair value of Investment properties was £23.7 million (2017: £23.4 million).
Investment properties were valued by the Directors (fair value hierarchy Level 2).
67
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
18 Biological assets
Non-current:
Group
At 1 January 2017
Exchange differences
Additions
Gains arising from changes
in fair value less estimated point-of-sale costs
Decreases due to harvesting
At 1 January 2018
Exchange differences
Additions
Gains arising from changes
in fair value less estimated point-of-sale costs
Decreases due to harvesting
At 31 December 2018
Current:
Group
Tea
Edible nuts
Citrus
Soya
Avocado
Other
Forestry
£’m
Livestock
£’m
Total
£’m
12.9
(1.2)
0.2
1.0
(0.1)
–
13.9
(1.3)
0.2
0.8
(0.8)
––––––––––
11.9
0.7
0.3
1.2
(0.6)
––––––––––
13.5
––––––––––
0.3
(0.3)
––––––––––
0.9
0.1
0.1
0.3
(0.4)
––––––––––
1.0
––––––––––
1.1
(1.1)
––––––––––
12.8
0.8
0.4
1.5
(1.0)
––––––––––
14.5
––––––––––
2018
£’m
2017
£’m
0.3
2.8
1.6
3.0
1.0
0.1
––––––––––
8.8
––––––––––
0.2
1.9
1.0
2.3
1.1
0.1
––––––––––
6.6
––––––––––
Biological assets are carried at fair value. Where meaningful market-determined prices do not exist to
assess the fair value of biological assets, the fair value has been determined based on the net present
value of expected future cash flows from those assets, discounted at appropriate pre-tax rates. In
determining the fair value of biological assets where the discounting of expected future cash flows
has been used, the Directors have made certain assumptions about the expected life-span of the
plantings, yields, selling prices and costs. There are no individually significant unobservable inputs.
The fair value of livestock is based on market prices of livestock of similar age and sex.
New planting additions represent new areas planted to the particular crop at cost.
As at 31 December 2018 the area planted to Forestry amounted to 5,982 Hectares (2017: 5,866) from
which 156,112 cubic metres (2017: 196,121) were harvested during the year.
Livestock numbers were 4,436 head (2017: 4,502) at 31 December 2018.
Fair value measurement
All of the biological assets fall under level 3 of the hierarchy defined in IFRS 13.
The basis upon which the valuations are determined is set out in accounting policies on page 44.
68
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
18 Biological assets (continued)
Valuations by external professional valuers and those derived from discounted cash flows both make
assumptions based on unobservable inputs of: yields, an increase in which will raise the value; costs,
an increase in which will decrease the value; market prices, an increase in which will raise the value;
life span of the plantings, an increase in which will raise the value; discount rates, an increase in
which will decrease the value. These assumptions vary significantly across different countries, crops
and varieties. In preparing these valuations a long term view is taken on the yields and prices
achievable.
The fair value of biological assets is sensitive to these assumptions, the more significant of which are
as follows:
Non-current:
– Forestry – a 10% movement in the market price for trees or volume of trees assumed would result
in a £1.4 million (2017: £1.2 million) increase/decrease in the fair value of forestry.
Current:
– Macadamia – a 10% increase/decrease in the volumes assumed would result in a £0.6 million (2017:
£0.2 million) increase/decrease in the fair value of macadamia growing crop. A 10% increase/decrease
in selling price assumed for macadamia would result in a £0.8 million (2017: £1.0 million)
increase/decrease in the fair value.
– Avocados – a 10% increase/decrease in the volume or the price assumed would result in a
£0.1 million (2017: £0.1 million) increase/decrease in the fair value of Hass avocados growing crop.
– Soya – a 10% increase/decrease in the volume or the price assumed would result in a £0.3 million
(2017: £0.2 million) increase/decrease in the fair value of soya growing crop.
Financial risk management strategies
The Group is exposed to financial risks arising from changes in the prices of the agricultural products
it produces. There are no futures markets available for the majority of crops grown by the Group. The
Group’s exposure to this risk is mitigated by the geographical spread of its operations, selective
forward selling in certain instances when considered appropriate, and regular reviews of available
market data on sales and production. The Group monitors closely the returns it achieves from its
crops and considers replacing its biological assets when yields decline with age or markets change.
Further financial risk arises from changes in market prices of key cost components. Such costs are
closely monitored.
19 Prepaid operating leases
Group
Cost
At 1 January 2017
Exchange differences
At 1 January 2018
Exchange differences
At 31 December 2018
Net book value at 31 December 2018
Net book value at 31 December 2017
£’m
1.0
(0.1)
––––––––––
0.9
0.1
––––––––––
1.0
––––––––––
1.0
––––––––––
0.9
––––––––––
69
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
20 Investments in subsidiaries
Company
Cost
At 1 January and 31 December
21 Investments in associates
Group
At 1 January
Exchange differences
Share of profit (note 5)
Dividends
Additions
Other equity movements
At 31 December
Provision for diminution in value
At 1 January
Exchange differences
At 31 December
Net book value at 31 December
2018
£’m
2017
£’m
73.5
––––––––––
73.5
––––––––––
2018
£’m
2017
£’m
81.7
5.1
7.6
(2.8)
1.0
1.0
––––––––––
93.6
––––––––––
26.3
1.6
––––––––––
27.9
––––––––––
65.7
––––––––––
89.8
(8.4)
2.0
(2.8)
1.0
0.1
––––––––––
81.7
––––––––––
28.8
(2.5)
––––––––––
26.3
––––––––––
55.4
––––––––––
Details of the Group's associates are shown in note 43.
The Group's share of the results of its principal associates and its share of the assets (including goodwill)
and liabilities are as follows:
Country of
incorporation
Assets Liabilities Revenues
£’m
£’m
£’m
Interest Market
value
£’m
held
%
Profit
£’m
2018
Listed
BF&M
United Finance Limited
United Insurance
Company Limited
2017
Listed
BF&M
United Finance Limited
United Insurance
Company Limited
70
Bermuda
Bangladesh
589.5
85.7
(508.8)
(75.3)
64.5
3.5
6.5
0.9
Bangladesh
3.4
––––––––
678.6
––––––––
(0.9)
––––––––
(585.0)
––––––––
0.3
––––––––
68.3
––––––––
0.2
––––––––
7.6
––––––––
Bermuda
Bangladesh
702.4
81.0
(632.4)
(71.5)
69.9
3.1
0.9
0.9
Bangladesh
3.0
––––––––
786.4
––––––––
(0.8)
––––––––
(704.7)
––––––––
0.3
––––––––
73.3
––––––––
0.2
––––––––
2.0
––––––––
37.2
38.4
37.0
41.8
12.0
3.6
––––––––
57.4
––––––––
36.3
38.4
37.0
40.9
13.8
4.1
––––––––
58.8
––––––––
253296 Camellia R&A pp57-pp72.qxp 10/04/2019 17:57 Page 71
CAMELLIA PLC
NOTES TO THE ACCOUNTS
22 Financial assets at fair value through other comprehensive income
Cost or fair value
At 31 December
Adjustment upon application of IFRS 9
At 1 January
Exchange differences
Fair value adjustment
Disposals
Fair value adjustment for disposal
At 31 December
Provision for diminution in value
At 31 December
Adjustment upon application of IFRS 9
At 1 January
Exchange differences
At 31 December
Group
Company
2018
£’m
2017
£’m
2018
£’m
2017
£’m
–
43.6
––––––––––
43.6
2.1
(5.6)
(1.1)
(3.8)
––––––––––
35.2
––––––––––
–
–
––––––––––
–
–
–
–
–
––––––––––
–
––––––––––
–
0.2
––––––––––
0.2
–
–
–
–
––––––––––
0.2
––––––––––
–
–
––––––––––
–
–
–
–
–
––––––––––
–
––––––––––
–
2.4
––––––––––
2.4
0.1
––––––––––
2.5
––––––––––
–
–
––––––––––
–
–
––––––––––
–
––––––––––
–
0.2
––––––––––
0.2
–
––––––––––
0.2
––––––––––
–
–
––––––––––
–
–
––––––––––
–
––––––––––
Net book value at 31 December
32.7
––––––––––
–
––––––––––
–
––––––––––
–
––––––––––
Financial assets at fair value through other comprehensive income include the following:
Listed securities:
Equity securities - Bermuda
Equity securities - Japan
Equity securities - Switzerland
Equity securities - US
Equity securities - India
Equity securities - Europe
Equity securities - Other
Group
2018
£’m
2017
£’m
2.6
17.1
8.1
3.6
0.6
0.4
0.3
––––––––––
32.7
––––––––––
–
–
–
–
–
–
–
––––––––––
–
––––––––––
71
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
22 Financial assets at fair value through other comprehensive income (continued)
Financial assets at fair value through other comprehensive income are denominated in the following
currencies:
US Dollar
Euro
Swiss Franc
Indian Rupee
Bermudian Dollar
Japanese Yen
Other
23 Financial assets at fair value through profit or loss
At 31 December
Adjustment upon application of IFRS 9
At 1 January
Fair value adjustment
Additions
Disposals
At 31 December
2018
£’m
3.6
0.4
8.1
0.6
2.6
17.1
0.3
––––––––––
32.7
––––––––––
Group
2017
£’m
–
–
–
–
–
–
–
––––––––––
–
––––––––––
2018
£’m
–
2.5
––––––––––
2.5
0.1
7.2
(6.1)
––––––––––
3.7
––––––––––
Group
2017
£’m
–
–
––––––––––
–
–
–
–
––––––––––
–
––––––––––
Financial assets at fair value through profit or loss comprise money market funds held in India.
72
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
24 Financial assets at amortised cost
At 31 December
Adjustment upon application of IFRS 9
At 1 January
Exchange differences
Disposals
At 31 December
Financial assets at amortised cost comprises:
Treasury infrastructure bonds – 12.0% to 12.2% interest payable
twice yearly and redeemable in November 2022 – Kenya
Treasury infrastructure bonds – 12.0% to 12.2% interest payable
twice yearly and redeemable in November 2024 – Kenya
Debentures with fixed interest of 12.5% and repayable twice
yearly until 31 October 2019 – Kenya
Current
Non–Current
25 Available-for-sale financial assets
Cost or fair value
At 31 December
Adjustment upon application of IFRS 9
At 1 January
Exchange differences
Fair value adjustment
Additions
Disposals
Fair value adjustment for disposal
At 31 December
2018
£’m
–
3.3
––––––––––
3.3
0.1
(0.2)
––––––––––
3.2
––––––––––
Group
2017
£’m
–
–
––––––––––
–
–
–
––––––––––
–
––––––––––
2018
£’m
1.5
1.5
2017
£’m
–
–
0.2
––––––––––
3.2
––––––––––
0.2
3.0
––––––––––
3.2
––––––––––
–
––––––––––
–
––––––––––
–
–
––––––––––
–
––––––––––
Group
Company
2018
£’m
2017
£’m
2018
£’m
2017
£’m
49.4
(49.4)
––––––––––
–
–
–
–
–
–
––––––––––
–
––––––––––
39.6
–
––––––––––
39.6
(3.7)
10.9
4.0
(1.1)
(0.3)
––––––––––
49.4
––––––––––
0.2
(0.2)
––––––––––
–
–
–
–
–
–
––––––––––
–
––––––––––
0.2
–
––––––––––
0.2
–
–
–
–
–
––––––––––
0.2
––––––––––
73
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
25 Available-for-sale financial assets (continued)
Provision for diminution in value
At 31 December
Adjustment upon application of IFRS 9
At 1 January
Exchange differences
Provided during year
At 31 December
Net book value at 31 December
Group
Company
2018
£’m
2017
£’m
2018
£’m
2017
£’m
2.4
(2.4)
––––––––––
–
–
–
––––––––––
–
––––––––––
–
––––––––––
2.4
–
––––––––––
2.4
(0.2)
0.2
––––––––––
2.4
––––––––––
47.0
––––––––––
0.2
(0.2)
––––––––––
–
–
–
––––––––––
–
––––––––––
–
––––––––––
–
–
––––––––––
–
0.2
–
––––––––––
0.2
––––––––––
–
––––––––––
Available-for-sale financial assets include the following:
Group
Company
Listed securities:
Equity securities – Bermuda
Equity securities – Japan
Equity securities – Switzerland
Equity securities – US
Equity securities – India
Equity securities – Europe
Equity securities – Other
Treasury infrastructure bonds – 12.0% to 12.2%
interest payable twice yearly and redeemable
in November 2022 – Kenya
Treasury infrastructure bonds – 12.0% to 12.2%
interest payable twice yearly and redeemable
in November 2024 – Kenya
Debentures with fixed interest of 12.5% and
repayable twice yearly until
31 October 2019 – Kenya
2018
£’m
–
–
–
–
–
–
–
–
–
2017
£’m
5.2
20.3
9.5
4.1
3.8
0.5
0.3
1.5
1.5
2018
£’m
2017
£’m
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
––––––––––
–
––––––––––
0.3
––––––––––
47.0
––––––––––
–
––––––––––
–
––––––––––
–
––––––––––
–
––––––––––
74
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
25 Available-for-sale financial assets (continued)
Available-for-sale financial assets are denominated in the following currencies:
US Dollar
Euro
Swiss Franc
Indian Rupee
Bermudian Dollar
Japanese Yen
Kenyan Shilling
Other
26 Other investments – heritage assets
Cost
At 1 January
Additions
At 31 December
Group
Company
2018
£’m
2017
£’m
2018
£’m
2017
£’m
–
–
–
–
–
–
–
–
––––––––––
–
––––––––––
4.1
0.5
9.5
3.8
5.2
20.3
3.3
0.3
––––––––––
47.0
––––––––––
–
–
–
–
–
–
–
–
––––––––––
–
––––––––––
–
–
–
–
–
–
–
–
––––––––––
–
––––––––––
Group
Company
2018
£’m
2017
£’m
2018
£’m
2017
£’m
9.4
0.1
––––––––––
9.5
––––––––––
9.2
0.2
––––––––––
9.4
––––––––––
10.6
0.1
––––––––––
10.7
––––––––––
10.4
0.2
––––––––––
10.6
––––––––––
Heritage assets comprise the Group’s and Company’s investment in fine art, philately, documents and
manuscripts. The market value of these collections is expected to be in excess of book value.
27 Inventories
Group
Made Tea
Other agricultural produce
Work in progress
Trading stocks
Raw materials and consumables
2018
£’m
2017
£’m
34.6
2.6
0.1
1.6
13.8
––––––––––
52.7
––––––––––
31.3
1.9
0.2
2.5
11.5
––––––––––
47.4
––––––––––
Made tea inventories include the fair value of green leaf which includes a fair value uplift of
£0.2 million (2017: £1.2 million).
75
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
28 Trade and other receivables
Group
Current:
Trade receivables
Amounts owed by associated undertakings
Other receivables
Prepayments and accrued income
Non-current:
Other receivables
Group
2017
£’m
2018
£’m
34.5
0.1
6.0
7.9
––––––––––
48.5
––––––––––
30.3
0.1
7.4
5.9
––––––––––
43.7
––––––––––
2.7
––––––––––
2.7
––––––––––
1.9
––––––––––
1.9
––––––––––
The carrying amounts of the Group’s trade and other receivables are denominated in the following
currencies:
Current:
Sterling
US Dollar
Euro
Kenyan Shilling
Indian Rupee
Malawian Kwacha
Bangladesh Taka
South African Rand
Brazilian Real
Other
Non-current:
Kenyan Shilling
Indian Rupee
Malawian Kwacha
Bangladesh Taka
2018
£’m
2017
£’m
13.0
6.2
0.1
3.4
20.0
1.7
2.2
0.2
1.1
0.6
––––––––––
48.5
––––––––––
0.5
1.5
0.4
0.3
––––––––––
2.7
––––––––––
11.7
3.5
1.3
2.5
19.5
0.9
2.3
0.2
0.9
0.9
––––––––––
43.7
––––––––––
0.5
0.8
0.3
0.3
––––––––––
1.9
––––––––––
Included within trade receivables is a provision for doubtful debts of £0.4 million (2017: £0.3 million).
All other trade receivables are with normal trading partners and there is no history of defaults.
Trade receivables include receivables of £5.9 million (2017: £6.0 million) which are past due at the
reporting date against which the Group has not provided, as there has not been a significant change
in credit quality and the amounts are still considered recoverable. Ageing of past due but not
provided for receivables is as follows:
76
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
28 Trade and other receivables (continued)
Up to 30 days
30-60 days
60-90 days
Over 90 days
2018
£’m
2017
£’m
2.5
1.4
0.3
1.7
––––––––––
5.9
––––––––––
4.0
0.8
0.3
0.9
––––––––––
6.0
––––––––––
29 Cash and cash equivalents (excluding bank overdrafts)
Cash at bank and in hand
Short-term bank deposits
Short-term liquid investments
Group
Company
2018
£’m
2017
£’m
2018
£’m
2017
£’m
41.3
67.5
3.6
––––––––––
112.4
––––––––––
42.8
61.1
4.1
––––––––––
108.0
––––––––––
0.1
–
–
––––––––––
0.1
––––––––––
0.1
–
–
––––––––––
0.1
––––––––––
Cash, cash equivalents and bank overdrafts include the following for the purposes of the cash flow
statement:
Cash and cash equivalents
Bank overdrafts (note 32)
Effective interest rate:
Short-term deposits
Short-term liquid investments
Average maturity period:
Short-term deposits
Short–term liquid investments
30 Assets classified as held for sale
2018
£’m
2017
£’m
2018
£’m
2017
£’m
112.4
(2.8)
––––––––––
109.6
––––––––––
108.0
(1.2)
––––––––––
106.8
––––––––––
0.1
–
––––––––––
0.1
––––––––––
0.1
–
––––––––––
0.1
––––––––––
2018
2017
2018
2017
0.82 - 12.00% 0.57 - 12.00%
5.08 - 9.75%
7.04%
59 days
37 days
58 days
64 days
–
–
–
–
–
–
–
–
Assets classified as held for sale relates to a property previously occupied by Duncan Lawrie in the Isle
of Man which the Group is selling. The sale is expected to be completed during 2019. £0.2 million has
been reclassified from investment property.
In 2017, assets classified as held for sale related to British Metal Treatments Limited, GU Cutting and
Grinding Services Limited and the property previously occupied by Loddon Engineering all of which
were sold during 2018.
77
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
31 Trade and other payables
Current:
Trade payables
Other taxation and social security
Other payables
Accruals and deferred income
32 Financial liabilities – borrowings
Group
Current:
Bank overdrafts
Bank loans
Group
Company
2018
£’m
2017
£’m
2018
£’m
2017
£’m
24.8
1.9
17.9
8.9
––––––––––
53.5
––––––––––
24.6
1.6
16.9
8.9
––––––––––
52.0
––––––––––
0.1
–
0.1
0.4
––––––––––
0.6
––––––––––
–
–
0.2
–
––––––––––
0.2
––––––––––
2018
£’m
2017
£’m
2.8
0.6
––––––––––
3.4
––––––––––
1.2
0.6
––––––––––
1.8
––––––––––
2.8
0.6
––––––––––
3.4
––––––––––
0.8
0.6
––––––––––
1.4
––––––––––
3.3
0.1
––––––––––
3.4
––––––––––
3.9
0.1
––––––––––
4.0
––––––––––
3.3
0.1
––––––––––
3.4
––––––––––
3.9
0.1
––––––––––
4.0
––––––––––
3.4
3.3
–
––––––––––
6.7
––––––––––
1.8
0.6
3.3
––––––––––
5.7
––––––––––
Current borrowings include the following amounts
secured on property, plant and equipment and investment properties:
Bank overdrafts
Bank loans
Non-current:
Bank loans
Finance leases
Non-current borrowings include the following amounts
secured on plant and equipment and investment properties:
Bank loans
Finance leases
The repayment of bank loans and overdrafts
fall due as follows:
Within one year or on demand (included in current liabilities)
Between 1 – 2 years
Between 2 – 5 years
78
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
32 Financial liabilities – borrowings (continued)
Minimum finance lease payments fall due as follows:
Between 2 – 5 years
Future finance charges on finance leases
Present value of finance lease liabilities
The rates of interest payable by the Group ranged between:
2018
£’m
2017
£’m
0.1
––––––––––
0.1
–
––––––––––
0.1
––––––––––
0.1
––––––––––
0.1
–
––––––––––
0.1
––––––––––
Bank overdrafts
Bank loans
Finance leases
33 Provisions
Group
At 1 January 2017
Exchange differences
Utilised in the period
Provided in the period
Unused amounts reversed in period
At 1 January 2018
Exchange differences
Utilised in the period
Provided in the period
Unused amounts reversed in period
At 31 December 2018
Current:
At 31 December 2018
At 31 December 2017
2018
%
2017
%
2.50 – 21.00 2.25 – 21.50
3.03
6.80 – 9.50
3.03
6.80 – 10.00
Wages and salaries
£’m
Others
£’m
Total
£’m
12.3
(1.1)
(4.8)
12.1
–
––––––––––
18.5
0.6
(4.9)
8.6
(5.4)
––––––––––
17.4
––––––––––
0.9
–
–
0.7
(0.4)
––––––––––
1.2
–
(0.6)
0.6
(0.1)
––––––––––
1.1
––––––––––
13.2
(1.1)
(4.8)
12.8
(0.4)
––––––––––
19.7
0.6
(5.5)
9.2
(5.5)
––––––––––
18.5
––––––––––
17.4
––––––––––
18.5
––––––––––
1.1
––––––––––
1.2
––––––––––
18.5
––––––––––
19.7
––––––––––
The wages and salaries provisions are in respect of unresolved wage negotiations in Kenya for the
Collective Bargaining Agreement years of 2014/15, 2016/17 and 2018/19, and ongoing wage and
bonus negotiations in India and Bangladesh.
£5.4 million was reversed in 2018 from the wages and salaries provision following progress on
negotiations.
Others relate to provisions for claims and dilapidations.
79
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
34 Deferred tax
The net movement on the deferred tax account is set out below:
At 1 January
Exchange differences
Charged/(credited) to the income statement
(Credited)/charged to other comprehensive income
At 31 December
Group
Company
2018
£’m
2017
£’m
2018
£’m
2017
£’m
40.0
1.5
5.9
(1.1)
––––––––––
46.3
––––––––––
43.1
(3.7)
(2.1)
2.7
––––––––––
40.0
––––––––––
0.2
–
–
–
––––––––––
0.2
––––––––––
0.2
–
–
–
––––––––––
0.2
––––––––––
The movement in deferred tax assets and liabilities is set out below:
Deferred tax liabilities
At 1 January 2017 as previously reported
Restated for unrealised gains in financial assets
At 1 January 2017 restated
Exchange differences
Charged/(credited) to the income statement
Charged to other comprehensive income
At 1 January 2018
Exchange differences
Charged to the income statement
Credited to other comprehensive income
At 31 December 2018
Deferred tax assets offset
Net deferred tax liability after offset
Accelerated
tax
depreciation
£’m
Other
£’m
Total
£’m
49.0
–
––––––––––
49.0
(4.4)
3.5
–
––––––––––
48.1
1.8
1.1
–
––––––––––
51.0
––––––––––
3.1
2.7
––––––––––
5.8
(0.5)
(2.0)
1.6
––––––––––
4.9
0.3
0.1
(1.5)
––––––––––
5.3
––––––––––
52.1
2.7
––––––––––
54.8
(4.9)
1.5
1.6
––––––––––
53.0
2.1
1.2
(1.5)
––––––––––
54.8
––––––––––
(8.5)
––––––––––
46.3
––––––––––
80
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
34 Deferred tax (continued)
Deferred tax assets
At 1 January 2017 as previously reported
Restated for tax loss recognition
At 1 January 2017 restated
Exchange differences
Credited to the income statement
Charged to other comprehensive income
Recategorisation
At 1 January 2018
Exchange differences
Charged to the income statement
Charged to other comprehensive income
At 31 December 2018
Offset against deferred tax liabilities
Net deferred tax asset after offset
Pension
scheme
asset
£’m
0.8
–
––––––––––
0.8
(0.5)
0.1
(1.0)
3.8
––––––––––
3.2
0.1
(2.7)
(0.3)
––––––––––
0.3
––––––––––
Tax losses
£’m
0.3
2.7
––––––––––
3.0
(0.3)
2.0
–
–
––––––––––
4.7
0.2
(1.9)
––––––––––
3.0
––––––––––
Other
£’m
Total
£’m
7.9
–
––––––––––
7.9
(0.4)
1.5
(0.1)
(3.8)
––––––––––
5.1
0.3
(0.1)
(0.1)
––––––––––
5.2
––––––––––
9.0
2.7
––––––––––
11.7
(1.2)
3.6
(1.1)
–
––––––––––
13.0
0.6
(4.7)
(0.4)
––––––––––
8.5
––––––––––
(8.5)
––––––––––
–
––––––––––
Figures have been restated to reflect deferred tax liabilities on financial assets underlying capital
gains arising from market value recognition through other comprehensive income. The recognition of
this gain is matched by recognising tax losses in deferred tax assets against which such gains can be
offset.
Deferred tax liabilities of £26.9 million (2017: £23.8 million) have not been recognised for the
withholding tax and other taxes that would be payable on the unremitted earnings of certain
subsidiaries. Such amounts are permanently reinvested.
Deferred tax assets are recognised for tax losses carried forward only to the extent that the
realisation of the related tax benefit through future taxable profits is probable. The Group has not
recognised deferred tax assets of £6.1 million (2017: £6.9 million) in respect of losses that can be
carried forward against future taxable income.
35 Employee benefit obligations
(i) Pensions
Certain Group subsidiaries operate defined contribution and funded defined benefit pension
schemes. The most significant is the UK funded, defined benefit scheme. The assets of this scheme
are administered by trustees and are kept separate from those of the Group. The performance of the
assets is monitored on a regular basis by the trustees and their investment advisors. A full actuarial
valuation was undertaken as at 1 July 2017 and updated to 31 December 2018 by a qualified
independent actuary. The UK defined benefit pension scheme is closed to new entrants and with
effect from 1 November 2016, the scheme was closed to future accruals. Since that date members
have participated in a defined contribution scheme.
The overseas schemes are operated in Group subsidiaries located in Bangladesh and India. Actuarial
valuations have been updated to 31 December 2018 by qualified actuaries for these schemes.
81
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
35 Employee benefit obligations (continued)
Assumptions
The major assumptions used in the valuation to determine the present value of the schemes’ defined
benefit obligations were as follows:
UK schemes
Rate of increase in salaries
Rate of increase to LPI (Limited Price Indexation) pensions in payment
Discount rate applied to scheme liabilities
Inflation assumption (CPI/RPI)
2017
% per annum % per annum
2018
N/a
2.30 – 5.00
2.75
2.30/3.30
N/a
2.20 – 5.00
2.45
2.20 / 3.20
Assumptions regarding future mortality experience are based on advice received from independent
actuaries. The current mortality tables used are SAPS 2, males 105% and females 104%, on a year of
birth basis, with CMI_2017 future improvement factors and subject to a long term annual rate of
future improvement of 1.25% per annum. This results in males and females aged 65 having life
expectancies of 21.6 years (2017: 21.7 years) and 22.9 years respectively (2017: 23.0 years).
Overseas schemes
Rate of increase in salaries 6.00 – 7.00
Rate of increase to LPI (Limited Price Indexation) pensions in payment 0.00 – 3.00
Discount rate applied to scheme liabilities 7.50
Inflation assumption 6.00 – 7.00
2018
2017
% per annum % per annum
1.50 – 7.00
0.00 – 3.00
2.00 – 7.50
0.00 – 7.00
(ii) Post-employment benefits
Certain Group subsidiaries located in Kenya, India and Bangladesh have an obligation to pay terminal
gratuities, based on years of service. These obligations are estimated annually using the projected
unit method by qualified independent actuaries. Schemes operated in India are funded but the
schemes operated in Kenya and Bangladesh are unfunded. Operations in India and Bangladesh also
have an obligation to pay medical benefits upon retirement. These schemes are unfunded.
Assumptions
The major assumptions used in the valuation to determine the present value of the post-employment
benefit obligations were as follows:
Rate of increase in salaries 6.00 – 10.00
Discount rate applied to scheme liabilities 7.50 – 13.00
Inflation assumptions 0.00 – 10.00
2018
2017
% per annum % per annum
6.00 – 10.00
7.00 – 13.50
0.00 – 10.00
(iii) Leave obligations
Certain Group subsidiaries located in India have an obligation to pay leave benefit, based on years of
service. These obligations are estimated annually using the projected unit method by qualified
independent actuaries. These schemes are unfunded.
82
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
35 Employee benefit obligations (continued)
Sensitivity analysis
The sensitivity of the UK defined benefit obligation to changes in the weighted principal assumptions is:
Discount rate
Discount rate
Rate of RPI inflation
Rate of RPI inflation
Life expectancy
Life expectancy
Change
in assumption
Impact
on defined
benefit
obligation
0.5% higher
0.5% lower
0.25% higher
0.25% lower
+1 year
-1 year
7.2% decrease
8.1% increase
1.8% increase
1.7% decrease
4.5% increase
4.5% decrease
The above changes in assumptions may have an impact on the value of the scheme’s investment
holdings. For example, the scheme holds a proportion of its assets in corporate bonds. A fall in the
discount rate as a result of lower UK corporate bond yields would lead to an increase in the value of
these assets, thus mitigating the increase in the defined benefit obligation to some extent. The
sensitivities have been calculated by changing the key assumption only and leaving all others fixed.
Duration of the scheme liabilities
The weighted average duration of the UK scheme’s liabilities is 15 years.
Analysis of scheme liabilities
The liabilities of the UK scheme are split as follows:
Deferred pensioners
Current pensioners
Total membership
%
41
59
––––––––––
100
––––––––––
83
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
35 Employee benefit obligations (continued)
(iv) Actuarial valuations
Equities and property
Bonds
Diversified growth
Cash
Other
Total fair value of plan assets
Present value of defined benefit
obligations
Total deficit in the schemes
Amount recognised as asset
in the balance sheet
Amount recognised as current
liability in the balance sheet
Amount recognised as non-current
liability in the balance sheet
Related deferred tax asset (note 34)
Net deficit
2018
UK Overseas
£’m
£’m
77.5
47.4
36.4
0.8
–
––––––––
162.1
0.9
18.6
–
9.0
–
––––––––
28.5
Total
£’m
78.4
66.0
36.4
9.8
–
––––––––
190.6
(178.6)
––––––––
(16.5)
––––––––
(36.7)
––––––––
(8.2)
––––––––
(215.3)
––––––––
(24.7)
––––––––
–
–
0.3
0.3
(1.0)
(1.0)
2017
UK Overseas
£’m
£’m
108.6
48.2
16.9
0.6
–
––––––––
174.3
(188.6)
––––––––
(14.3)
––––––––
–
–
0.7
19.5
–
7.2
4.9
––––––––
32.3
(48.9)
––––––––
(16.6)
––––––––
0.3
(0.7)
Total
£’m
109.3
67.7
16.9
7.8
4.9
––––––––
206.6
(237.5)
––––––––
(30.9)
––––––––
0.3
(0.7)
(16.5)
––––––––
(16.5)
–
––––––––
(16.5)
––––––––
(7.5)
––––––––
(8.2)
0.3
––––––––
(7.9)
––––––––
(24.0)
––––––––
(24.7)
–
––––––––
(24.7)
––––––––
(14.3)
––––––––
(14.3)
–
––––––––
(14.3)
––––––––
(16.2)
––––––––
(16.6)
3.2
––––––––
(13.4)
––––––––
(30.5)
––––––––
(30.9)
3.2
––––––––
(27.7)
––––––––
Movements in the fair value of scheme assets were as follows:
At 1 January
Expected return on plan assets
Employer contributions
Benefit payments
Company leaving the group
Actuarial (losses)/gains
Exchange differences
At 31 December
2018
UK Overseas
£’m
£’m
174.3
4.1
0.2
(8.1)
–
(8.4)
–
––––––––
162.1
––––––––
32.3
2.0
2.4
(2.9)
(5.0)
–
(0.3)
––––––––
28.5
––––––––
Total
£’m
206.6
6.1
2.6
(11.0)
(5.0)
(8.4)
(0.3)
––––––––
190.6
––––––––
2017
UK Overseas
£’m
£’m
164.1
4.1
0.9
(9.6)
–
14.8
–
––––––––
174.3
––––––––
30.0
1.8
3.8
(2.1)
–
0.1
(1.3)
––––––––
32.3
––––––––
Total
£’m
194.1
5.9
4.7
(11.7)
–
14.9
(1.3)
––––––––
206.6
––––––––
84
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
35 Employee benefit obligations (continued)
Movements in the present value of defined benefit obligations were as follows:
At 1 January
Current service cost
Past service cost
Interest cost
Curtailment gain
Benefit payments
Company leaving the group
Actuarial gains
Exchange differences
At 31 December
2018
UK Overseas
£’m
£’m
(188.6)
–
(0.9)
(4.5)
–
8.1
–
7.3
–
––––––––
(178.6)
––––––––
(48.9)
(2.0)
(0.2)
(3.1)
9.0
2.9
5.3
0.4
(0.1)
––––––––
(36.7)
––––––––
Total
£’m
(237.5)
(2.0)
(1.1)
(7.6)
9.0
11.0
5.3
7.7
(0.1)
––––––––
(215.3)
––––––––
2017
UK Overseas
£’m
£’m
(208.7)
–
–
(5.3)
–
9.6
–
15.8
–
––––––––
(188.6)
––––––––
(52.1)
(2.5)
–
(3.3)
–
2.1
–
3.6
3.3
––––––––
(48.9)
––––––––
Total
£’m
(260.8)
(2.5)
–
(8.6)
–
11.7
–
19.4
3.3
––––––––
(237.5)
––––––––
In 2016, the total fair value of plan assets was £194.1 million, present value of defined benefit
obligations was £260.8 million and the deficit was £66.7 million. In 2015, the total fair value of plan
assets was £172.0 million, present value of defined benefit obligations was £210.6 million and the
deficit was £38.6 million and in 2014, the total fair value of plan assets was £169.6 million, present
value of defined benefit obligations was £211.2 million and the deficit was £41.6 million.
Income Statement
The amounts recognised in the Income Statement are as follows:
Amounts (charged)/credited to
operating profit:
Current service cost
Past service cost
Curtailment gain
Total operating (charge)/credit
Amounts charged to other
finance costs:
Interest expense
Total (charged)/credited to
income statement
2018
UK Overseas
£’m
£’m
Total
£’m
2017
UK Overseas
£’m
£’m
Total
£’m
–
(0.9)
–
––––––––
(0.9)
(2.0)
(0.2)
9.0
––––––––
6.8
(2.0)
(1.1)
9.0
––––––––
5.9
–
–
–
––––––––
–
(2.5)
–
–
––––––––
(2.5)
(2.5)
–
–
––––––––
(2.5)
(0.4)
––––––––
(1.1)
––––––––
(1.5)
––––––––
(1.2)
––––––––
(1.5)
––––––––
(2.7)
––––––––
(1.3)
––––––––
5.7
––––––––
4.4
––––––––
(1.2)
––––––––
(4.0)
––––––––
(5.2)
––––––––
The curtailment gain of £9.0 million reflects a change to the labour laws in Bangladesh which has
exempted the tea industry from the requirement to pay certain post-employments benefits.
Employer contributions to defined contribution schemes are charged to profit when payable and the
costs charged were £5.5 million (2017: £5.2 million).
85
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
35 Employee benefit obligations (continued)
Actuarial gains and losses recognised in the Statement of Comprehensive Income
The amounts included in the Statement of Comprehensive Income:
Remeasurements:
Return on plan assets, excluding
amount included in interest
Gain from changes in demographic
assumptions
Gain/(loss) from changes in financial
assumptions
Experience (losses)/gains
Actuarial (loss)/gain
2018
UK Overseas
£’m
£’m
Total
£’m
2017
UK Overseas
£’m
£’m
(8.4)
1.0
–
–
(8.4)
14.8
0.1
1.0
14.7
–
Total
£’m
14.9
14.7
6.9
(0.6)
––––––––
(1.1)
––––––––
1.4
(1.0)
––––––––
0.4
––––––––
8.3
(1.6)
––––––––
(0.7)
––––––––
(4.8)
5.9
––––––––
30.6
––––––––
4.8
(1.2)
––––––––
3.7
––––––––
–
4.7
––––––––
34.3
––––––––
Cumulative actuarial losses recognised in the Statement of Comprehensive Income are £25.7 million
(2017: £25.0 million).
As the UK defined benefit pension scheme is closed to future accrual and active members were
transferred to a defined contribution scheme, no employer contributions will be paid for the year
commencing 1 January 2019. No additional funding contributions will be made, as the latest actuarial
valuation shows a funding surplus of £7.1 million.
36 Share capital
Authorised: 2,842,000 (2017: 2,842,000) ordinary shares of 10p each
Allotted, called up and fully paid: ordinary shares of 10p each:
At 1 January and 31 December – 2,824,500 (2017: 2,824,500) shares
2018
£’m
2017
£’m
0.3
––––––––––
0.3
––––––––––
0.3
––––––––––
0.3
––––––––––
Group companies hold 62,500 issued shares in the Company. These are classified as treasury shares.
86
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
37 Reconciliation of profit from operations to cash flow
Group
Profit from continuing operations
Share of associates' results
Depreciation and amortisation
Impairment of assets and provisions
Profit on disposal of non-current assets
Loss on disposal of subsidiaries
Profit on disposal of financial assets
(Increase)/decrease in working capital
Difference between employee benefit obligations
funding contributions and cost charged
Cash generated from continuing operations
2018
£’m
49.6
(7.6)
15.5
0.2
(0.1)
0.4
(0.3)
(14.1)
2017
£’m
27.3
(2.0)
15.4
1.8
(0.1)
–
(0.7)
1.2
(8.3)
––––––––––
35.3
––––––––––
(2.2)
––––––––––
40.7
––––––––––
38 Changes in liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including
both cash and non-cash changes. Liabilities arising from financing activities are those for which cash
flows were, or future cash flows will be, classified in the Group’s consolidated cash flow statement as
cash flows from financing activities.
At 1 January 2017
New loans
Loans repaid
Transfers
At 1 January 2018
Loans repaid
Transfers
At 31 December 2018
Bank loans
Finance
Bank
leases
loans
Current Non-current Non-current
£’m
–
0.1
–
–
––––––––––
0.1
–
–
––––––––––
0.1
––––––––––
£’m
4.5
–
–
(0.6)
––––––––––
3.9
–
(0.6)
––––––––––
3.3
––––––––––
£’m
0.6
–
(0.6)
0.6
––––––––––
0.6
(0.6)
0.6
––––––––––
0.6
––––––––––
Total
£’m
5.1
0.1
(0.6)
–
––––––––––
4.6
(0.6)
–
––––––––––
4.0
––––––––––
The cash flows from bank loans, loans from related parties and other borrowings make up the net
amount of proceeds from borrowings and repayments of borrowings in the cash flow statement.
Other changes include interest accruals and prepayments.
87
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
39 Acquisition and disposal of businesses
Property, plant and equipment
Deferred tax asset
Inventories
Trade and other receivables
Current income tax assets
Cash and cash equivalents
Assets classified as held for sale
Trade and other payables
Employee benefit obligations
Deferred tax liability
Identifiable intangible assets - Brands
Non-controlling interest
Loss on disposal
Satisfied by:
Cash consideration and costs
Net cash outflow arising on acquisitions/disposals:
Cash consideration
Less: cash and cash equivalent balances acquired/disposed
Acquisitions
2018
£’m
Fair value
0.5
1.1
0.8
1.5
–
0.4
–
(1.6)
–
(1.1)
––––––––––
1.6
6.6
(1.4)
–
––––––––––
6.8
––––––––––
Disposals
2018
£’m
Net book
value
0.6
0.1
1.6
0.9
0.2
0.2
2.4
(1.3)
(0.3)
–
––––––––––
4.4
–
(0.1)
(0.5)
––––––––––
3.8
––––––––––
6.8
––––––––––
3.8
––––––––––
(6.8)
0.4
––––––––––
(6.4)
––––––––––
3.8
(0.2)
––––––––––
3.6
––––––––––
The acquisitions in 2018 related to the following:
On 8 February 2018 the Group obtained control of Jing Tea Limited after acquiring 80 per cent. of its
share capital for consideration of £5.7 million. Jing Tea Limited is a UK based branded speciality teas
business selling to the retail and food services sectors internationally.
On 6 June 2018 the Group obtained control of Black Gold Oil Tools Limited after acquiring
100 per cent of its share capital for consideration of £1.1 million. Black Gold Oils Limited is a UK
based Engineering company specialising in the oil services sector.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as
set out in the table above.
Acquisition-related costs (included in administrative expenses) amount to £0.4 million.
Jing Tea Limited contributed £3.3 million revenue and loss of £0.3 million to the Group’s profit for the
period between the date of acquisition and the reporting date.
Black Gold Oil Tools Limited contributed £0.7 million revenue and loss of £0.3 million to the Group’s
profit for the period between the date of acquisition and the reporting date.
88
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
39 Acquisition and disposal of businesses (continued)
The disposals in 2018 related to the following:
In August 2018, the Group sold its 100 per cent. interest in GU Cutting and Grinding Limited.
In October 2018, the Group sold its 100 per cent. interest in British Metal Treatments Limited.
In December 2018, the Group sold its 100 per cent. interest in Affish BV.
In November 2018, the Group sold its 51 per cent. interest in XiMo AG.
40 Commitments
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
Group
Property, plant and equipment
2018
£’m
2017
£’m
1.3
––––––––––
2.5
––––––––––
Operating leasing commitments – minimum lease payments
The Group leases land and buildings, plant and machinery under non-cancellable operating lease
arrangements, which have various terms and renewal rights.
The future aggregate minimum lease payments under non-cancellable operating leases are as
follows:
Group
Land and buildings:
Within 1 year
Between 1 – 5 years
After 5 years
Plant and machinery:
Within 1 year
Between 1 – 5 years
2018
£’m
2017
£’m
1.0
3.3
21.6
––––––––––
25.9
––––––––––
0.2
0.1
––––––––––
0.3
––––––––––
1.0
3.0
17.1
––––––––––
21.1
––––––––––
0.2
0.2
––––––––––
0.4
––––––––––
The Group’s most significant operating lease commitments are long term property leases with
renewal terms in excess of 60 years.
89
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
41 Contingencies
In India, assessments have been received for excise duties of £4.1 million and of £1.3 million for
income tax matters. These are being contested on the basis that they are without technical merit.
In India, a long running dispute between our local subsidiaries and the Government of West Bengal
over the payment of a land tax, locally called, “Salami”, remains unresolved. Lawyers acting for the
Group have advised that payment of Salami does not apply, accordingly no provisions have been
made. The sum in dispute, excluding fines and penalties, amounts to £1.4 million.
The Group operates in certain countries where its operations are potentially subject to a number of
legal claims. When required, appropriate provisions are made for the expected cost of such claims.
42 Financial instruments
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern, while
maximising the return to stakeholders through the optimisation of its debt and equity balance. The
capital structure of the Group consists of debt, which includes the borrowings disclosed in note 32,
cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued
capital, reserves and retained earnings.
The Board reviews the capital structure, with an objective to ensure that gross borrowings as a
percentage of tangible net assets does not exceed 50 per cent..
The ratio at the year end is as follows:
Borrowings
Tangible net assets
Ratio
2018
£’m
6.8
––––––––––
386.0
––––––––––
1.76%
––––––––––
2017
£’m
5.8
––––––––––
365.2
––––––––––
1.59%
––––––––––
Borrowings are defined as current and non-current borrowings, as detailed in note 32.
Tangible net assets includes all capital and reserves of the Group attributable to equity holders of the
parent less intangible assets.
Financial instruments by category
At 31 December 2018
Group
Assets as per Balance Sheet
Financial assets at fair value through
other comprehensive income
Financial asset at fair value through profit or loss
Financial assets at amortised cost – non-current
Trade and other receivables excluding prepayments
Financial assets at amortised cost – current
Cash and cash equivalents
90
Loans and
receivables
£’m
Financial
assets
£’m
Total
£’m
–
–
–
43.3
–
112.4
––––––––––
155.7
––––––––––
32.7
3.7
3.0
–
0.2
–
––––––––––
39.6
––––––––––
32.7
3.7
3.0
43.3
0.2
112.4
––––––––––
195.3
––––––––––
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
42 Financial instruments (continued)
Group
Liabilities as per Balance Sheet
Borrowings
Trade and other payables
Company
Trade and other payables
At 31 December 2017
Group
Assets as per Balance Sheet
Available-for-sale financial assets
Trade and other receivables excluding prepayments
Cash and cash equivalents (excluding bank subsidiaries)
Group
Liabilities as per Balance Sheet
Borrowings
Trade and other payables
Company
Trade and other payables
Other financial
liabilities at
amortised cost
£’m
Total
£’m
6.8
53.5
––––––––––
60.3
––––––––––
6.8
53.5
––––––––––
60.3
––––––––––
0.6
––––––––––
0.6
––––––––––
Loans and Available for
sale
receivables
£’m
£’m
Total
£’m
–
39.7
108.0
––––––––––
147.7
––––––––––
47.0
–
–
––––––––––
47.0
––––––––––
47.0
39.7
108.0
––––––––––
194.7
––––––––––
Other financial
liabilities at
amortised cost
£’m
Total
£’m
5.8
52.0
––––––––––
57.8
––––––––––
5.8
52.0
––––––––––
57.8
––––––––––
0.2
––––––––––
0.2
––––––––––
Fair value estimation
The table below analyses financial instruments carried at fair value, by valuation method. The
different levels have been defined as follows:
■ Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
■
■
Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
Inputs for the asset or liability that are not based on observable market data (that is,
unobservable inputs) (Level 3).
91
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
42 Financial instruments (continued)
The following table presents the Group’s financial assets and liabilities that are measured at fair
value. See note 18 for disclosures of biological assets that are measured at fair value.
At 31 December 2018
Assets
Financial assets at fair value through
other comprehensive income
Financial asset at fair value through profit or loss
Financial assets at amortised cost
At 31 December 2017
Assets
Available-for sale financial assets:
- Equity securities
Debt investments:
- Debentures
Level 1
£’m
Level 2
£’m
Level 3
£’m
Total
£’m
32.7
3.7
3.2
––––––––––
39.6
––––––––––
–
–
–
––––––––––
–
––––––––––
–
–
–
––––––––––
–
––––––––––
32.7
3.7
3.2
––––––––––
39.6
––––––––––
Level 1
£’m
Level 2
£’m
Level 3
£’m
Total
£’m
43.7
3.3
––––––––––
47.0
––––––––––
–
––––––––––
–
––––––––––
–
43.7
–
––––––––––
–
––––––––––
3.3
––––––––––
47.0
––––––––––
Financial risk management objectives
The Group finances its operations by a mixture of retained profits, bank borrowings, long-term loans
and leases. The objective is to maintain a balance between continuity of funding and flexibility
through the use of borrowings with a range of maturities. To achieve this, the maturity profile of
borrowings and facilities are regularly reviewed. The Group also seeks to maintain sufficient undrawn
committed borrowing facilities to provide flexibility in the management of the Group’s liquidity.
Given the nature and diversity of the Group’s operations, the board does not believe a highly complex
use of financial instruments would be of significant benefit to the Group. However, where
appropriate, the Board does authorise the use of certain financial instruments to mitigate financial
risks that face the Group, where it is effective to do so.
Various financial instruments arise directly from the Group’s operations, for example cash and cash
equivalents, trade receivables and trade payables. In addition, the Group uses financial instruments
for two main reasons, namely:
■
■
To finance its operations (to mitigate liquidity risk);
To manage currency risks arising from its operations and arising from its sources of finance (to
mitigate foreign exchange risk).
The Group did not, in accordance with Group policy, trade in financial instruments throughout the
period under review.
92
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
42 Financial instruments (continued)
(A) Market risk
(i)
Foreign exchange risk
The Group has no material exposure to foreign currency exchange risk on currencies other than
the functional currencies of the operating entities, with the exception of significant Japanese
financial assets. A movement by 5 per cent. in the exchange rate of the Japanese Yen with
Sterling, the Group’s carrying value would increase/decrease by £0.9 million (2017: £1.0 million).
Currency risks are primarily managed through the use of natural hedging and regularly reviewing
when cash should be exchanged into either sterling or another functional currency.
(ii) Price risk
The Group is exposed to equity securities price risk because of investments held by the Group
and classified on the consolidated balance sheet as financial assets. To manage its price risk
arising from investments in equity securities, the Group diversifies its portfolio.
The majority of the Group’s equity investments are publicly traded and are quoted on stock
exchanges located in Bermuda, Japan, Switzerland, UK and US. Should these equity indexes
increase or decrease by 5 per cent. with all other variables held constant and all the Group’s
equity instruments move accordingly, the Group’s carrying value would increase/decrease by
£1.6 million (2017: £2.2 million).
The Group’s exposure to commodity price risk is not significant.
(iii) Cash flow and interest rate risk
The Group’s interest rate risk arises from interest-bearing assets and short and long-term
borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk.
The Group’s UK borrowings of £3.9 million are at fixed rates.
At 31 December 2018, if interest rates on non-sterling denominated interest-bearing assets and
borrowings had been 50 basis points higher/lower with all other variables held constant, post-tax
profit for the year would have been £0.4 million (2017: £0.3 million) higher/lower.
The interest rate exposure of the Group’s interest bearing assets and liabilities by currency, at
31 December was:
Sterling
US Dollar
Euro
Swiss Franc
Kenyan Shilling
Indian Rupee
Malawian Kwacha
Bangladesh Taka
South African Rand
Brazilian Real
Bermudian Dollar
Assets
Liabilities
2018
£’m
2017
£’m
2018
£’m
2017
£’m
28.6
21.7
0.6
–
24.9
6.0
1.3
17.7
1.5
3.0
7.1
––––––––––
112.4
––––––––––
40.9
13.1
0.9
0.6
26.8
9.4
0.1
10.9
0.6
2.7
2.0
––––––––––
108.0
––––––––––
3.9
–
–
–
–
2.7
–
0.1
0.1
–
–
––––––––––
6.8
––––––––––
4.6
–
0.1
–
–
0.6
0.3
0.1
0.1
–
–
––––––––––
5.8
––––––––––
93
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
42 Financial instruments (continued)
(B) Credit risk
The Group has policies in place to limit its exposure to credit risk. Credit risk arises from cash and cash
equivalents, deposits with banks and financial institutions, as well as credit exposures to customers,
including outstanding receivables and committed transactions. If customers are independently rated,
these ratings are used. Otherwise if there is no independent rating, management assesses the credit
quality of the customer taking into account its financial position, past experience and other factors and
if appropriate holding liens over stock and receiving payments in advance of services or goods as
required. Management monitors the utilisation of credit limits regularly.
The Group has a large number of trade receivables, the largest five receivables at the year end
comprise 17 per cent. (2017: 27 per cent.) of total trade receivables.
(C) Liquidity risk
Ultimate responsibility for liquidity risk management rests with the board of Directors. The Group
manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring
forecast and actual cash flows and managing the maturity profiles of financial assets and liabilities.
At 31 December 2018, the Group had undrawn committed facilities of £23.5 million (2017:
£25.8 million), all of which are due to be reviewed within one year.
The table below analyses the Group’s financial assets and liabilities which will be settled on a net
basis into relevant maturity groupings based on the remaining period at the balance sheet date to
the contractual maturity date. The amounts disclosed are the contractual undiscounted cash flows.
Less than 1 Between 1
Between 2 Over 5
year and 2 years and 5 years
£’m
£’m
£’m
years Undated
£’m
£’m
Total
£’m
At 31 December 2018
Assets
Financial assets at fair value through
other comprehensive income
Financial asset at fair value
through profit or loss
Financial assets at amortised cost
Trade and other receivables
excluding prepayments
Cash and cash equivalents
–
3.7
0.2
40.6
112.4
––––––––
156.9
––––––––
–
–
–
2.7
–
––––––––
2.7
––––––––
–
–
1.5
–
32.7
32.7
–
1.5
–
–
3.7
3.2
–
–
–
–
–––––––– ––––––––
1.5
–––––––– ––––––––
1.5
–
–
––––––––
32.7
––––––––
43.3
112.4
––––––––
195.3
––––––––
Liabilities
Borrowings
Trade and other payables
excluding taxation
At 31 December 2017
Assets
Available-for-sale financial assets
Trade and other receivables
Cash and cash equivalents
Liabilities
Borrowings
Trade and other payables
3.4
3.3
0.1
–
–
6.8
51.6
––––––––
55.0
––––––––
–
––––––––
3.3
––––––––
0.1
37.8
108.0
––––––––
145.9
––––––––
1.8
54.9
––––––––
56.7
––––––––
0.2
1.9
–
––––––––
2.1
––––––––
0.6
–
––––––––
0.6
––––––––
–
–
–––––––– ––––––––
–
–––––––– ––––––––
0.1
1.5
–
–
1.5
–
–
–––––––– ––––––––
1.5
–––––––– ––––––––
1.5
3.4
–
–
–
–––––––– ––––––––
–
–––––––– ––––––––
3.4
–
––––––––
–
––––––––
51.6
––––––––
58.4
––––––––
43.7
–
–
––––––––
43.7
––––––––
–
–
––––––––
–
––––––––
47.0
39.7
108.0
––––––––
194.7
––––––––
5.8
54.9
––––––––
60.7
––––––––
Included in borrowings due in less than 1 year is £2.8 million (2017: £1.2 million) repayable on demand.
94
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
43 Subsidiary and associated undertakings
Subsidiary undertakings
The subsidiary undertakings of the Group at 31 December 2018, which are wholly owned and
incorporated in Great Britain unless otherwise stated, were:
Principal
country of Registered
Office
operation
India
Bangladesh
Brazil
South Africa
Kenya
Malawi
Bangladesh
Bangladesh
South Africa
Agriculture
Amgoorie India Limited (Incorporated in India – 99.8 per cent. holding)
Amo Tea Company Limited
C.C. Lawrie Comércio e Participacões Ltda. (Incorporated in Brazil)
Chittagong Warehouse Limited (Incorporated in Bangladesh –
93.3 per cent. holding)
Duncan Brothers Limited (Incorporated in Bangladesh)
Eastern Produce Cape (Pty) Limited (Incorporated in South Africa)
Eastern Produce Estates South Africa (Pty) Limited (Incorporated in
South Africa - held by Eastern Produce South Africa (Pty) Limited)
Eastern Produce Kenya Limited (Incorporated in Kenya – 70.0 per cent. holding)
Eastern Produce Malawi Limited (Incorporated in Malawi – 73.2 per cent. holding)
Eastern Produce South Africa (Pty) Limited (Incorporated in South Africa –
South Africa
73.2 per cent. holding)
Eastland Camellia Limited (Incorporated in Bangladesh – 93.8 per cent. holding) Bangladesh
Tanzania
EP(T) East Africa Limited (Incorporated in Tanzania)
India
Goodricke Group Limited (Incorporated in India – 74.0 per cent. holding)
Goodricke Tech Limited (Incorporated in India – 99.8 per cent. holding)
India
Horizon Farms (An United States of America general partnership – 80 per cent. holding) USA
Kenya
Kakuzi Plc (Incorporated in Kenya – 50.7 per cent. holding)
Koomber Tea Company Limited (Incorporated in India)
India
Octavius Steel & Company of Bangladesh Limited (Incorporated in Bangladesh) Bangladesh
UK
Robertson Bois Dickson Anderson Limited
India
Stewart Holl (India) Limited (Incorporated in India – 92.0 per cent. holding)
Bangladesh
Surmah Valley Tea Company Limited
Bangladesh
The Allynugger Tea Company Limited
Bangladesh
The Chandpore Tea Company Limited
Bangladesh
The Lungla (Sylhet) Tea Company Limited
Bangladesh
The Mazdehee Tea Company Limited
Victoria Investments Limited (Incorporated in Malawi – 73.2 per cent. holding)
Malawi
Zetmac (Pty) Limited (Incorporated in South Africa – 55.8 per cent. held by
Eastern Produce Estates South Africa (Pty) Limited)
South Africa
Engineering
Abbey Metal Finishing Company Limited
A JT Engineering Limited
Atfin GmbH (Incorporated in Germany – 51.0 per cent. holding)
Black Gold Oil Tools Limited
Food Service
Associated Cold Stores & Transport Limited
Duncan Products Limited (Incorporated in Bangladesh)
Jing Tea Limited (80.0 per cent. holding)
UK
UK
Germany
UK
UK
Bangladesh
UK
(ii)
(i)
(vi)
(vii)
(vii)
(viii)
(ix)
(x)
(xii)
(ix)
(vii)
(xviii)
(iii)
(iii)
(xiii)
(xi)
(iv)
(vii)
(i)
(v)
(i)
(i)
(i)
(i)
(i)
(xii)
(ix)
(i)
(xiv)
(xv)
(xiv)
(i)
(vii)
(i)
95
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
43 Subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
Principal
country of
operation
Registered
Office
Banking and Financial Services
Duncan Lawrie Limited
Duncan Lawrie Holdings Limited
Duncan Lawrie International Holdings Limited (Incorporated in Isle of Man)
Duncan Lawrie (IOM) Limited (Incorporated in Isle of Man)
Duncan Lawrie Offshore Services Limited (Incorporated in Isle of Man)
Dunman Nominees Limited (Incorporated in Isle of Man)
Havelock Nominees Limited (Incorporated in Isle of Man)
Hobart Place Nominees Limited
Mount Havelock Directors Limited (Incorporated in Isle of Man)
Mount Havelock Investments Limited (Incorporated in Isle of Man)
Mount Havelock Secretaries Limited (Incorporated in Isle of Man)
Investment Holding
Associated Fisheries (Europe) Limited
Assam Dooars Investments Limited
Associated Fisheries Limited
Borbam Limited (Incorporated in India – 99.8 per cent. holding)
Bordure Limited
Duncan Properties Limited (Incorporated in Bangladesh)
Eastern Produce Investments Limited
Elgin Investments Limited (Incorporated in India – 99.8 per cent. holding)
Endogram Limited
EP USA Inc. (Incorporated in the United States of America)
EP California Inc. (Incorporated in the United States of America)
John Ingham & Sons Limited
Koomber Properties Limited (Incorporated in India – 94.0 per cent. holding)
Lawrie (Bermuda) Limited (Incorporated in Bermuda)
Lawrie Group Plc (Owned directly by the Company)
Lawrie International Limited (Incorporated in Bermuda)
Lebong Investments Limited (Incorporated in India – 94.0 per cent. holding)
Linton Park Plc (Owned directly by the Company)
Lintak Investments Limited (Incorporated in Kenya)
Longbourne Holdings Limited
Plantation House Investments Limited
(Incorporated in Malawi – 50.2 per cent. held by subsidiaries)
Shula Limited (Incorporated in Isle of Man)
Unochrome Industries Limited
Western Dooars Investments Limited
UK
UK
Isle of Man
Isle of Man
Isle of Man
Isle of Man
Isle of Man
UK
Isle of Man
Isle of Man
Isle of Man
UK
UK
UK
India
UK
Bangladesh
UK
India
India
USA
USA
UK
India
Bermuda
UK
Bermuda
India
UK
Kenya
Bangladesh
Malawi
Isle of Man
UK
UK
(i)
(i)
(xvi)
(xvi)
(xvi)
(xvi)
(xvi)
(i)
(xvi)
(xvi)
(xvi)
(i)
(i)
(i)
(iii)
(i)
(vii)
(i)
(iii)
(iii)
(xiii)
(xiii)
(i)
(iii)
(xx)
(i)
(xx)
(iii)
(i)
(x)
(i)
(xii)
(xix)
(i)
(i)
Other
Linton Park Services Limited
UK
(i)
96
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
43 Subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
Principal
country of
operation
Registered
Office
Dormant companies
ACS&T Gloucester Limited
ACS&T Grimsby Limited
ACS&T Humberside Limited
ACS&T Seamer Limited
ACS&T Tewkesbury Limited
ACS&T Wolverhampton Limited
AKD Engineering Limited
Alex Lawrie & Company Limited
Amgoorie Investments Limited
Assam-Dooars Holdings Limited
Associated Fisheries (Scotland) Limited
Banbury Tea Warehouses Limited
Blantyre & East Africa Limited
Blantyre Insurance & General Agencies Limited (Incorporated in Malawi –
Eastern Produce Malawi Limited)
Bonathaba Farms (Pty) Limited (Incorporated in South Africa)
British African Tea Estates (Holdings) Limited
British African Tea Estates Limited
British Heat Treatments Limited
British Indian Tea Company Limited
British United Trawlers Limited
BTS Chemicals Limited
BUT Engineers (Fleetwood) Limited
BUT Engineers (Grimsby) Limited
Camellia Investments Limited
Chisambo Holdings Limited
Chisambo Tea Estate Limited
Cholo Holdings Limited
Craighead Investments Limited
David Field Limited
East African Tea Plantations Limited (Incorporated in Kenya – held by
Eastern Produce Kenya Limited)
Eastern Produce Africa Limited
Eastern Produce Kakuzi Services Limited (Incorporated in Kenya – held by
Kakuzi Limited)
EP (RBDA) Limited (Incorporated in Malawi – Eastern Produce Malawi Limited)
Estate Services Limited (Incorporated in Kenya – held by Kakuzi Limited)
Feltham 1 Limited
Feltham 2 Limited
Fescol Limited
G. F. Sleight & Sons Limited
Goodricke Lawrie Consultants Limited
Gotha Tea Estates Limited
Granton Transport Limited
Hamstead Village Investments Limited
Hellyer Brothers Limited
Horace Hickling & Company Limited
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
Malawi
South Africa
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
Kenya
UK
Kenya
Malawi
Kenya
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(xiv)
(i)
(xiv)
(xii)
(viii)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(x)
(i)
(x)
(xii)
(xi)
(i)
(i)
(i)
(i)
(i)
(i)
(xiv)
(i)
(i)
(i)
97
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
43 Subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
Principal
country of
operation
Registered
Office
Dormant companies (continued)
Hudson Brothers Trawlers Limited
Humber Commercials Limited
Humber St. Andrew’s Engineering Company Limited
Isa Bheel Tea Company Limited
Jatel Plc
Jetinga Holdings Limited
Jetinga Valley Tea Company Limited
Kaguru EPZ Limited (Incorporated in Kenya – held by Kakuzi Limited)
Kapsumbeiwa Factory Company Limited
Kip Koimet Limited (Incorporated in Kenya – held by Eastern Produce
Kenya Limited)
Kumadzi Tea Estates Limited
Lankapara Tea Company Limited
Lawrie Bhutan Limited
Lawrie Plantation Services Limited
Leasing Investments Limited
Nasonia Tea Company Limited (Incorporated in Malawi)
North West Profiles Limited
Octavius Steel & Company (London) Limited
Robert Hudson Holdings Limited
Rosehaugh (Africa) Limited
Ruo Estates Limited
Ruo Estates Holdings Limited
Sandbach Export Limited
Sapekoe Pusela (Pty) Limited (Incorporated in South Africa – held by
Eastern Produce South Africa (Pty) Limited)
Silverthorne-Gillott Limited
SIS Securities Limited
Sterling Industrial Securities Limited
Stewart Holl Investments Limited
The Amgoorie Tea Estates Limited
The Bagracote Tea Company, Limited
The Ceylon Upcountry Tea Estates Limited
The Dejoo Tea Company Limited
The Dhoolie Tea Company Limited
The Doolahat Tea Company Limited
The Eastern Produce & Estates Company Limited
The Endogram Tea Company Limited
The Jhanzie Tea Association Ltd
The Harmutty Tea Company Limited
The Kapsumbeiwa Tea Company Limited
The Longai Valley Tea Company Limited
The Tyspane Tea Company Limited
Thyolo Highlands Tea Estates Limited
Vaghamon (Travancore) Tea Company Limited
Walter Duncan & Goodricke Limited
WDG Properties Limited
Western Dooars Tea Holdings Limited
UK
UK
UK
UK
UK
UK
UK
Kenya
UK
Kenya
UK
UK
UK
UK
UK
Malawi
UK
UK
UK
UK
UK
UK
UK
South Africa
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(xi)
(i)
(x)
(i)
(i)
(i)
(i)
(i)
(xii)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(ix)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
98
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
43 Subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
Summarised financial information on subsidiaries with material non-controlling interests
Summarised balance sheet
Current
Assets
Liabilities
Total current net assets
Non-current
Assets
Liabilities
Total non-current net assets
Net assets
Current
Assets
Liabilities
Total current net assets
Non-current
Assets
Liabilities
Total non-current net assets
Net assets
Eastern Produce
Kenya Limited
as at 31 December
2017
2018
£’m
£’m
Eastern Produce
Malawi Limited
as at 31 December
2017
2018
£’m
£’m
33.2
(25.6)
––––––––––
7.6
––––––––––
29.0
(25.1)
––––––––––
3.9
––––––––––
17.3
(10.5)
––––––––––
6.8
––––––––––
11.9
(9.5)
––––––––––
2.4
––––––––––
28.7
(4.3)
––––––––––
24.4
––––––––––
26.5
(4.1)
––––––––––
22.4
––––––––––
41.4
(12.9)
––––––––––
28.5
––––––––––
39.3
(12.0)
––––––––––
27.3
––––––––––
32.0
––––––––––
26.3
––––––––––
35.3
––––––––––
29.7
––––––––––
Eastern Produce
South Africa Limited
as at 31 December
2017
2018
£’m
£’m
Goodricke Group
Limited
as at 31 December
2017
2018
£’m
£’m
6.1
(3.2)
––––––––––
2.9
––––––––––
3.9
(1.2)
––––––––––
2.7
––––––––––
38.3
(24.5)
––––––––––
13.8
––––––––––
36.9
(22.0)
––––––––––
14.9
––––––––––
6.8
(1.5)
––––––––––
5.3
––––––––––
6.2
(1.1)
––––––––––
5.1
––––––––––
34.6
(10.4)
––––––––––
24.2
––––––––––
34.8
(10.3)
––––––––––
24.5
––––––––––
8.2
––––––––––
7.8
––––––––––
38.0
––––––––––
39.4
––––––––––
99
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
43 Subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
Current
Assets
Liabilities
Total current net assets
Non-current
Assets
Liabilities
Total non-current net assets
Net assets
Summarised income statement
Revenue
Profit before tax
Taxation
Other comprehensive income/(expense)
Total comprehensive income
Total comprehensive income allocated to
non-controlling interests
Dividends paid to non-controlling interests
Horizon Farms
as at 31 December
2017
2018
£’m
£’m
Kakuzi Plc
as at 31 December
2017
2018
£’m
£’m
5.4
(0.8)
––––––––––
4.6
––––––––––
4.3
(0.5)
––––––––––
3.8
––––––––––
17.2
(2.4)
––––––––––
14.8
––––––––––
17.1
(4.4)
––––––––––
12.7
––––––––––
7.9
(0.8)
––––––––––
7.1
––––––––––
7.9
(0.7)
––––––––––
7.2
––––––––––
28.0
(6.8)
––––––––––
21.2
––––––––––
24.0
(5.8)
––––––––––
18.2
––––––––––
11.7
––––––––––
11.0
––––––––––
36.0
––––––––––
30.9
––––––––––
Eastern Produce
Kenya Limited for year
ended 31 December
2018
£’m
2017
£’m
Eastern Produce
Malawi Limited for
year ended 31 December
2017
£’m
2018
£’m
40.4
––––––––––
10.9
(3.3)
2.3
––––––––––
9.9
––––––––––
44.0
––––––––––
9.0
(3.0)
(2.1)
––––––––––
3.9
––––––––––
29.1
––––––––––
8.4
(2.4)
1.9
––––––––––
7.9
––––––––––
26.0
––––––––––
5.2
(1.8)
(2.7)
––––––––––
0.7
––––––––––
3.0
1.3
1.2
0.8
2.1
0.6
0.2
0.5
100
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
43 Subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
Revenue
Profit/(loss) before tax
Taxation
Other comprehensive expense
Total comprehensive income/(expense)
Eastern Produce
South Africa Limited for year
ended 31 December
2017
2018
£’m
£’m
Goodricke Group
Limited for year
ended 31 December
2017
2018
£’m
£’m
6.4
––––––––––
1.7
(0.5)
(0.8)
––––––––––
0.4
––––––––––
3.7
––––––––––
(1.3)
0.4
–
––––––––––
(0.9)
––––––––––
83.6
––––––––––
2.7
(1.1)
(1.9)
––––––––––
(0.3)
––––––––––
84.0
––––––––––
5.4
(2.1)
(0.7)
––––––––––
2.6
––––––––––
Total comprehensive income/(expense) allocated to
non-controlling interests
Dividends paid to non-controlling interests
0.1
–
(0.2)
–
(0.1)
0.3
0.8
0.3
Revenue
Profit before tax
Taxation
Other comprehensive income/(expense)
Total comprehensive income
Total comprehensive income allocated to
non-controlling interests
Dividends paid to non-controlling interests
Horizon Farms for year
ended 31 December
2017
2018
£’m
£’m
Kakuzi Plc for
year ended
31 December
2018
£’m
2017
£’m
5.2
––––––––––
2.4
(0.8)
0.7
––––––––––
2.3
––––––––––
6.6
––––––––––
3.8
(1.4)
(0.8)
––––––––––
1.6
––––––––––
21.7
––––––––––
5.1
(1.5)
2.5
––––––––––
6.1
––––––––––
19.2
–––––––––
6.3
(1.9)
(2.9)
––––––––––
1.5
––––––––––
0.5
0.3
0.3
0.4
3.0
0.5
0.7
0.4
101
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
43 Subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
Summarised cash flows
Eastern Produce
Kenya Limited for year
ended 31 December
2017
2018
£’m
£’m
Eastern Produce
Malawi Limited for
year ended
31 December
2018
£’m
2017
£’m
9.1
1.6
(3.8)
––––––––––
6.9
––––––––––
(1.7)
––––––––––
(4.2)
––––––––––
17.3
1.1
(3.4)
––––––––––
15.0
––––––––––
(3.4)
––––––––––
(2.8)
––––––––––
6.2
0.2
(1.6)
––––––––––
4.8
––––––––––
(1.9)
––––––––––
(2.3)
––––––––––
6.0
0.1
(1.0)
––––––––––
5.1
––––––––––
(2.9)
––––––––––
(1.2)
––––––––––
1.0
8.8
20.4
13.0
0.6
0.5
1.0
(0.4)
1.4
––––––––––
(1.4)
––––––––––
0.1
––––––––––
(0.1)
––––––––––
22.8
––––––––––
20.4
––––––––––
1.2
––––––––––
0.5
––––––––––
Eastern Produce
South Africa Limited for
year ended 31 December
2018
£’m
2017
£’m
Goodricke Group
Limited for year
ended 31 December
2017
2018
£’m
£’m
2.1
–
–
––––––––––
2.1
––––––––––
(1.9)
––––––––––
0.1
0.1
–
––––––––––
0.2
––––––––––
(1.5)
––––––––––
1.3
–
(1.0)
––––––––––
0.3
––––––––––
(1.8)
––––––––––
8.2
–
(1.6)
––––––––––
6.6
––––––––––
(6.3)
––––––––––
–
––––––––––
0.1
––––––––––
(1.6)
––––––––––
(1.4)
––––––––––
0.2
2.5
(1.2)
3.9
(3.1)
1.6
(1.1)
2.5
(0.2)
––––––––––
(0.2)
––––––––––
–
––––––––––
0.2
––––––––––
2.5
––––––––––
2.5
––––––––––
(1.5)
––––––––––
1.6
––––––––––
Cash flows from operating activities
Cash generated from operations
Net interest received
Income tax paid
Net cash generated from operating activities
Net cash used in investing activities
Net cash used in financing activities
Net increase in cash and cash equivalents
and bank overdrafts
Cash, cash equivalents and bank overdrafts
at beginning of year
Exchange gains/(losses) on cash and
cash equivalents
Cash, cash equivalents and bank overdrafts
at end of year
Cash flows from operating activities
Cash generated from operations
Net interest received
Income tax paid
Net cash generated from operating activities
Net cash used in investing activities
Net cash generated from/(used in)
financing activities
Net increase/(decrease) in cash and cash
equivalents and bank overdrafts
Cash, cash equivalents and bank overdrafts
at beginning of year
Exchange (losses)/gains on cash and
cash equivalents
Cash, cash equivalents and bank overdrafts
at end of year
102
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
43 Subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
Cash flows from operating activities
Cash generated from operations
Net interest received
Income tax paid
Net cash generated from operating activities
Net cash used in investing activities
Net cash used in financing activities
Net (decrease)/increase in cash and
cash equivalents and bank overdrafts
Cash, cash equivalents and bank overdrafts
at beginning of year
Exchange gains/(losses) on cash and
cash equivalents
Cash, cash equivalents and bank overdrafts
at end of year
Horizon Farms for year
ended 31 December
2017
2018
£’m
£’m
Kakuzi Plc for
year ended
31 December
2018
£’m
2017
£’m
1.8
–
(0.7)
––––––––––
1.1
––––––––––
–
––––––––––
(1.6)
––––––––––
5.0
–
(1.0)
––––––––––
4.0
––––––––––
(0.2)
––––––––––
(1.9)
––––––––––
7.4
0.9
(2.6)
––––––––––
5.7
––––––––––
(5.8)
––––––––––
(1.0)
––––––––––
9.8
0.7
(0.9)
––––––––––
9.6
––––––––––
(6.2)
––––––––––
(0.9)
––––––––––
(0.5)
2.5
1.9
0.7
(1.1)
2.5
12.6
11.3
0.1
––––––––––
(0.1)
––––––––––
0.1
––––––––––
(1.2)
––––––––––
2.1
––––––––––
2.5
––––––––––
11.6
––––––––––
12.6
––––––––––
Associated undertakings
The principal associated undertakings of the Group at 31 December 2018 were:
Insurance and banking
BF&M Limited (Incorporated in Bermuda –
common stock)
United Finance Limited
(Incorporated in Bangladesh –
ordinary shares)
United Insurance Company Limited
(Incorporated in Bangladesh –
ordinary shares)
Principal
country of
operation
Registered
Office
Group
interest
Accounting in equity
date
capital
2018 per cent.
Bermuda
(xvii) 31 December
37.2
Bangladesh
(vii) 31 December
38.4
Bangladesh
(vii) 31 December
37.0
103
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
(xv) Robert-Drosten-Platz 1
D-82380
Peissenberg
Germany
(xvi) First Names House
Victoria Road
Douglas
Isle of Man
IM2 4DF
(xvii) 112 Pitts Bay Road
Pembroke
Bermuda
HM08
(xviii) 3rd Floor
180 Msasani Bay
Msasani
Dar Es Salaam
Tanzania
43 Subsidiary and associated undertakings (continued)
Registered Offices:
(i) Linton Park
Linton
Maidstone
Kent
ME17 4AB
England
(ii) Amgoorie Tea Garden
PO: Amguri
Haloating - 785 681
Dist: Sibsagar
Assam
India
(iii) Camellia House
14 Gurusaday Road
Kolkata - 700019
West Bengal
India
(viii) Slangrivier Road
Slangrivier Plaas
Wellington
7655
South Africa
(ix) 7 Windsor Street
Tzaneen
850
Limpopo Province
South Africa
(x) New Rehema House
Rhapta Road
Westlands
P O Box 45560
GPO 00100
Nairobi
Kenya
(iv) Koomber Tea Garden
(xi) Main Office
PO: Kumbhir
Cachar - 788 108
Assam
India
(v) Sessa Tea Garden
PO: Dibrugarh - 786001
Dist: Dibrugarh
Assam
India
(vi) Fazenda Maruque s/n
sala 03
Bairro Maruque
Itaberá
São Paulo
Brazil
(vii) Camellia House
22 Kazi Nazrul Islam
Avenue
Dhaka 1000
Bangladesh
Punda Milia Road
Makuyu
P O Box 24
01000 Thika
Kenya
(xii) PO Box 53
Mulanje
Malawi
(xiii) 2520 West Shaw Lane
Suite 101
Fresno
California
USA
(xiv) Craigshaw Crescent
West Tullos
Aberdeen
AB12 3TB
Scotland
104
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CAMELLIA PLC
NOTES TO THE ACCOUNTS
44 Control of Camellia Plc
Camellia Holding AG continues to hold 1,427,000 ordinary shares of Camellia Plc (representing 51.67
per cent. of the total voting rights). Camellia Holding AG is owned by The Camellia Private Trust
Company Limited, a private trust company incorporated under the laws of Bermuda as trustee of The
Camellia Foundation (“the Foundation”). The Foundation is a Bermudian trust, the income of which is
utilised for charitable, educational and humanitarian causes at the discretion of the trustees.
The activities of Camellia Plc and its group (the “Camellia Group”) are conducted independently of the
Foundation and none of the directors of Camellia Plc are connected with The Camellia Private Trust
Company Limited or the Foundation. While The Camellia Private Trust Company Limited as a Trustee
of the Foundation maintains its rights as a shareholder, it has not participated in, and has confirmed
to the board of Camellia Plc that it has no intention of participating in, the day to day running of the
business of the Camellia Group. The Camellia Private Trust Company Limited has also confirmed its
agreement that where any director of Camellia Plc is for the time being connected with the
Foundation, he should not exercise any voting rights as a director of Camellia Plc in relation to any
matter concerning the Camellia Group’s interest in any assets in which the Foundation also has a
material interest otherwise than through Camellia Plc.
45 Related party transactions
During the year the Group received rental income from the Foundation of £22,804 (2017: £8,910).
46 Subsequent events
Subsequent to the year end, the Group has agreed to acquire the business and assets of two tea
estates in Assam, India for an aggregate consideration of approximately £10.2 million. The estates are
being operated under a power of attorney and the Group is entitled to the income and responsible for
the costs from 1 February 2019. However, the transfer of the leases is subject to the approval of the
government of Assam.
105
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CAMELLIA PLC
REPORT OF THE INDEPENDENT AUDITORS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CAMELLIA PLC
Report on the audit of the financial statements
Opinion
In our opinion:
■
■
■
■
the financial statements of Camellia Plc (the ‘parent company’) and its subsidiaries (the
‘Group’) give a true and fair view of the state of the Group’s and of the parent company’s
affairs as at 31 December 2018 and of the Group’s profit for the year then ended;
the Group financial statements have been properly prepared in accordance with International
Financial Reporting Standards (‘IFRSs’) as adopted by the European Union;
the parent company financial statements have been properly prepared in accordance with
IFRSs as adopted by the European Union and as applied in accordance with the provisions of
the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements which comprise:
■
■
■
■
■
■
the consolidated income statement;
the consolidated statement of comprehensive income;
the consolidated and parent company balance sheets;
the consolidated and parent company statements of changes in equity;
the consolidated and parent company cash flow statements; and
the related notes 1 to 46.
The financial reporting framework that has been applied in their preparation is applicable law and IFRSs
as adopted by the European Union and, as regards the parent company financial statements, as applied
in accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and
applicable law. Our responsibilities under those standards are further described in the auditor’s
responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and the parent company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including the Financial Reporting
Council’s (the ‘FRC’s’) Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
■
■
■
Revenue recognition
Fair value of biological assets under IAS 41 ‘Agriculture’
Impairment of factories and bearer plants
The materiality that we used for the Group financial statements was £1.3m
which was determined on the basis of 5% of profit before tax from continuing
operations.
Our scoping provides full scope audit coverage of 87% of the Group’s revenue,
96% of the Group’s profit before tax and 86% of the Group’s net assets.
Materiality
Scoping
106
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CAMELLIA PLC
REPORT OF THE INDEPENDENT AUDITORS
Conclusions relating to going concern
We are required by ISAs (UK) to report in respect of the following matters where:
We have nothing to report in respect of
these matters.
■
■
the Directors’ use of the going concern basis of
accounting in preparation of the financial statements
is not appropriate; or
the Directors have not disclosed in the financial
statements any identified material uncertainties that
may cast significant doubt about the Group’s or the
parent company’s ability to continue to adopt the
going concern basis of accounting for a period of at
least twelve months from the date when the financial
statements are authorised for issue.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that we identified. These matters included those
which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and
directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
Key audit matter
description
The Group’s agricultural operations involve a wide range of customer
delivery models, including auction and retail sales. Per IFRS 15, revenue is
recognised when the performance obligation has been satisfied. Given the
complexity of the Group’s operations and the terms of business with buyers,
there is a risk of inappropriate cut-off of revenue recognition around the
balance sheet date.
The Group’s agricultural revenue is included within Sale of Goods of
£248.5m, disclosed in note 2 to the financial statements. Further information
regarding the agricultural revenue recognition policy is in the principal
accounting policies disclosed in the financial statements.
How our scope of
work responded to
the key audit matter
We have performed the following procedures in order to address the risk:
– We gained an understanding of the key processes used to record
revenue transactions and assessed the design and implementation of
controls.
– We performed detailed cut-off testing of revenue transactions during the
period either side of the balance sheet date with reference to the
relevant terms of business, dispatch or delivery documentation as
appropriate.
– We examined material journal entries that were posted to revenue
accounts and obtained supporting evidence to test the appropriateness
of revenue recognition.
Key observations
We have concluded that revenue is appropriately recognised in the correct
accounting period in accordance with IFRS 15.
107
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CAMELLIA PLC
REPORT OF THE INDEPENDENT AUDITORS
Fair value of biological assets under IAS 41 ‘Agriculture’
Key audit matter
description
The Group holds £8.8m (2017: £6.6m) of biological assets as current assets.
As required by IAS 41 ‘Agriculture’, management estimates the fair value of
these assets through the use of valuation models and recent transaction
prices. Significant judgement is required for key assumptions for each model,
including the life-span of the plantings, yields, selling prices, costs and
discount rates. The valuation is sensitive to some of the underlying
assumptions.
Biological assets are disclosed in note 18 to the financial statements, the
valuation is discussed as a key source of estimation uncertainty and the
valuation policy is disclosed in the principal accounting policies.
How our scope of
work responded to
the key audit matter
We have performed the following procedures in order to address the risk:
– We gained an understanding of key controls around the valuation of
biological assets and assessed the design and implementation of
controls.
–
For a sample of fair value models,
■ we assessed the inputs by assessing the historical accuracy of
management’s forecasts and utilising third-party and market data;
■ we tested the mechanical integrity of the model.
Key observations
From the work performed, we are satisfied that the key assumptions applied
in respect of the valuation of biological assets are appropriate.
Impairment of factories and bearer plants
Key audit matter
description
The Group holds £226.3m (2017: £216.3m) of property, plant and equipment
(PP&E), which includes factories and bearer plants. Management identified
gardens as cash generating units (CGUs) and performed an annual review for
indicators of impairment.This considered indicators such as underutilisation,
adverse weather conditions and land use rights. There is, therefore, a risk
that an impairment is required but not recognised.
How our scope of
work responded to
the key audit matter
PP&E is disclosed in note 16 to the financial statements, the valuation is
discussed as source of estimation uncertainty, and the valuation policy is
disclosed in the principal accounting policies.
We gained an understanding of key controls around the valuation of
biological assets and assessed the design and implementation of controls.
We challenged management’s assessment as to whether indicators of
impairment exist for factories and bearer plants with reference to disease or
crop damage, sustained generation of operating losses, long term
commodity price reductions, underutilised plant or warehousing, loss of key
customers, long term failure of water or power supply, variation in rights to
land use, significant changes in tax or foreign exchange rates.
We also challenged management’s allocation of assets to individual cash
generating units.
Key observations
We concur with management that no impairment of factories and bearer
plants is required.
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REPORT OF THE INDEPENDENT AUDITORS
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning the scope of our audit work and in evaluating the results
of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole
as follows:
Group financial statements
Parent company financial
statements
Materiality
£1.3m
£0.5m
Basis for
determining
materiality
Rationale for the
benchmark
applied
5% of adjusted profit before tax
from continuing operations.
2% of net assets, capped at 40% of
group materiality.
We have used a profit based
measure given the Group is listed
and therefore shareholders focus on
profitability. The profit is adjusted to
avoid distortion that could otherwise
arise due to non-recurring items.
We have used net assets measure
given that entity is a holding
company, generating no revenue.
We agreed with the Audit Committee that we would report to the Committee all audit differences in
excess of £0.07m (2017: £0.07m), as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we
identified when assessing the overall presentation of the financial statements.
An overview of the scope of our audit
The Group holds agricultural operations in countries across Africa, North and South America, and Asia,
with its principal crops grown in Bangladesh, India, Kenya, Malawi and South Africa. The Group’s
engineering and food service operations are located in Europe, principally in the UK. Our Group audit was
scoped by obtaining an understanding of the Group and its environment, including Group-wide controls,
and assessing the risks of material misstatement at the Group level. Of the Group’s 81 principal
components, 23 were subject to a full audit and 3 were subject to specified audit procedures where the
extent of our testing was based on our assessment of the risks of material misstatement and of the
materiality of the Group’s operations at those locations.
These 26 components represent the principal business units and account for 87% of the Group’s revenue
and 96% of the Group’s profit before tax and 86% of the Group’s net assets.
The group engagement team worked from the group’s London office, directing and supervising the work
of component auditors. Senior members of the group audit team visited the Bangladesh and India
components during the current year to discuss the component auditors’ risk assessment, and review
documentation of the findings from their work.
Scope
Full scope
Specified audit procedures
Review at group level
Revenue %
85
2
13
Profit before tax %
89
7
4
Net assets %
66
20
14
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REPORT OF THE INDEPENDENT AUDITORS
We have nothing to report in respect of
these matters.
Other information
The Directors are responsible for the other information.
The other information comprises the information included
in the annual report, other than the financial statements
and our auditor’s report thereon.
Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements,
our responsibility is to read the other information and, in
doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to
be materially misstated.
If we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether there is a material misstatement in the financial
statements or a material misstatement of the other
information. If, based on the work we have performed, we
conclude that there is a material misstatement of this
other information, we are required to report that fact.
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the
parent company’s ability to continue as a going concern, disclosing as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the Group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
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REPORT OF THE INDEPENDENT AUDITORS
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
■
■
the information given in the strategic report and the Directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and or the parent company and their
environment obtained in the course of the audit, we have not identified any material misstatements in
the strategic report or the Directors’ report.
Matters on which we are required to report by exception
Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report
to you if, in our opinion:
We have nothing to report in respect of
these matters.
■ we have not received all the information and
explanations we require for our audit; or
■
■
adequate accounting records have not been kept by
the parent company, or returns adequate for our audit
have not been received from branches not visited by
us; or
the parent company financial statements are not in
agreement with the accounting records and returns.
Directors’ remuneration
Under the Companies Act 2006 we are also required to
report if in our opinion certain disclosures of directors’
remuneration have not been made.
We have nothing to report in respect of
this matter.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than
the company and the company’s members as a body, for our audit work, for this report, or for the
opinions we have formed.
Michael Williams, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
10 April 2019
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FIVE YEAR RECORD
2018
£’m
2017
£’m
Restated
2016
£’m
2015
£’m
Restated
2014
£’m
Revenue - continuing operations
309.8
––––––––––
298.3
––––––––––
257.9
––––––––––
244.7
––––––––––
238.9
––––––––––
Profit before tax
Taxation
Profit from continuing operations
(Loss)/profit from
discontinued operation
Profit/(loss) attributable to owners
of the parent
Equity dividends paid
Equity
Called up share capital
Reserves
Total shareholders’ funds
Earnings/(loss) per share
Earnings per share
- continuing operations
Dividend paid per share
52.5
(20.0)
––––––––––
32.5
––––––––––
27.6
(12.2)
––––––––––
15.4
––––––––––
26.5
(12.4)
––––––––––
14.1
––––––––––
24.0
(13.2)
––––––––––
10.8
––––––––––
22.0
(13.7)
––––––––––
8.3
––––––––––
(0.2)
––––––––––
14.8
––––––––––
(20.0)
––––––––––
(3.6)
––––––––––
–
––––––––––
25.2
––––––––––
23.8
––––––––––
(10.7)
––––––––––
1.4
––––––––––
2.8
––––––––––
3.8
––––––––––
3.6
––––––––––
3.6
––––––––––
3.5
––––––––––
3.5
––––––––––
0.3
395.2
––––––––––
395.5
––––––––––
0.3
368.1
––––––––––
368.4
––––––––––
0.3
330.5
––––––––––
330.8
––––––––––
0.3
320.6
––––––––––
320.9
––––––––––
0.3
321.4
––––––––––
321.7
––––––––––
912.4 p
861.7 p (387.4) p
50.7 p
102.7 p
919.6 p
138 p
325.9 p 336.7 p
130 p
132 p
181.0 p
126 p
102.7 p
125 p
112