3 Financial fixed assets
2014 2013
Participating interests in Group companies 600.3 732.1 Receivables from Group companies 96.9 1.9
Deferred tax 0.5 0.9
Other participating interests 29.2 8.4
Total 726.9 743.3
Participating interests in Group companies
Participating interests in Group companies are stated at the net asset value and the movement was as follows:
2014 2013 Balance as at 1 January 732.1 995.4 Increase in investments 171.9 370.4 Divestments (6.8) 0.9 Intra-group transfers 180.5 – Results (451.9) (633.3)
Remeasurements of defined benefit liability (net of tax) (34.3) 6.5
Dividends received 0.1 (3.6)
Effect of changes in exchange rates 14.5 (8.2) Movement in hedging reserve of investments (9.1) 5.2
Other movements 3.3 (1.2)
Balance as at 31 December 600.3 732.1
Intra-group transfers is the effect of the legal restructuring (direct investments in group companies have been transferred internally) and mergers of group companies.
A complete list of Group companies and other investments, compiled in accordance with the relevant legal requirements (Book 2, Part 9, Sections 379 and 414 of the Netherlands Civil Code) is filed at the Commercial Registry Office in Rotterdam, the Netherlands.
Based on revenues, the following are the most relevant active Group companies per country:
Company
Country of
incorporation 2014 2013
Imtech Belgium N.V. Belgium 100% 100%
EMC Talotekniikka Oy Finland 100% 100%
Imtech Brandschutz GmbH Germany 100% 100% Imtech Contracting GmbH Germany 100% 100% Imtech Deutschland GmbH & Co. KG Germany 100% 100% Imtech Marine Schiffbau-/Dockbautechnik GmbH Germany 100% 100% Imtech Suir Engineering Ltd. Ireland 100% 100%
Imtech Norge AS Norway 100% 100%
Imtech Spain S.L. Spain 100% 100%
Imtech Elteknik AB Sweden 100% 100%
Imtech VS-teknik AB Sweden 100% 100%
Imtech Ventilation AB Sweden 100% 100%
Imtech Building Services B.V. The Netherlands 100% 100% Imtech Industrial Services B.V. The Netherlands 100% 100% Imtech Industry International B.V. The Netherlands 100% 100% Imtech Marine Netherlands B.V. The Netherlands 100% 100% Imtech Traffic & Infra B.V. The Netherlands 100% 100% Imtech Engineering Services Central Ltd. The UK 100% 100% Imtech Engineering Services London and South Ltd. The UK 100% 100% Imtech Engineering Services North Ltd. The UK 100% 100% Imtech Traffic & Infra UK Ltd. The UK 100% 100% Imtech Water Waste and Energy Ltd. The UK 100% 100%
Inviron Ltd. The UK 100% 100%
4 Receivables
2014 2013
Receivables from Group companies 44.9 140.1 Taxes and social security premiums 0.6 1.9
Other receivables and accruals 9.5 16.4
Total 55.0 158.4
5 Share capital
In 2014 the share capital of the Company increased with 231.3 million euro to 605.4 million euro after the rights issue of 27 October 2014 (31 December 2013: 373.8 million euro). As at 31 December 2014 the number of outstanding ordinary shares with a par value of 5.00 euro was 121,081,595 (31 December 2013: 3,285,915). As at 31 December 2014 the issued capital amounted to 121,091,415 ordinary shares (31 December 2013: 3,295,755) of which 9,821 (31 December 2013: 9,821) were held by the Company. Reference is made to note 8 and 23 to the consolidated financial statements.
6 Share premium reserve
2014 2013
Balance as at 31 December 731.7 397.1
Comprises:
Distribution subject to taxation 8.6 8.6
Distribution exempt from taxation 723.1 388.5
Total 731.7 397.1
In 2014 334.9 million euro was added to the share premium reserve as a result of the issuance of ordinary shares. As part thereof, costs incurred in relation to the rights issue of 34.7 million euro were allocated to the share premium.
7 Translation reserve
2014 2013
Balance as at 1 January (2.5) 7.3
Effect of movement in exchange rates on the valuation of investments 14.7 (9.8)
Balance as at 31 December 12.2 (2.5)
8 Revaluation reserve
2014 2013
Balance as at 1 January 6.1 6.1
Transfer to other reserves (6.1) –
Balance as at 31 December - 6.1
The revaluation reserve related to a remeasurement of a previously held equity interest. This legal reserve has been reversed in 2014 upon disposal of the underlying subsidiary which formed part of the ICT division.
9 Other reserves
2014 2013
Balance as at 1 January 235.5 475.2
Profit appropriation (701.2) (247.2)
Remeasurements of defined benefit liability (net of tax) (41.9) 4.7
Purchased own shares - 0.4
Share-based payments 1.6 2.4
Transfer from revaluation reserve 6.1 –
Balance as at 31 December (499.9) 235.5
Other reserves include legal reserves relating to capitalised R&D expenses for an amount of 8.5 million euro (2013: 11.7 million euro) and non-distributed profits of Group and/or associated companies for an amount of 1.3 million euro (2013: 1.3 million euro). The purchase price of the repurchased shares has been deducted from the other reserves.
10 Unappropriated result
2014 2013
To transfer to other reserves (560.6) (701.2)
11 Provisions
Deferred tax
liabilities Pensions
Warranties
and claims Total
Balance as at 1 January 2013 12.0 0.4 3.9 16.3
Additions - - 0.4 0.4
Withdrawals (12.0) (0.3) (1.5) (13.8)
Remeasurements of defined benefit liability (net of tax) - 0.5 - 0.5
Balance as at 31 December 2013 - 0.6 2.8 3.4
Balance as at 1 January 2014 - 0.6 2.8 3.4
Additions – – 10.8 10.8
Remeasurements of defined benefit liability (net of tax) - 0.4 - 0.4
Balance as at 31 December 2014 - 1.0 13.6 14.6
For the unrecognised deferred tax assets reference is made to note 18 to the consolidated financial statements.
12 Due to Group companies
As at 31 December 2014, the average remaining term is 0.3 years and the weighted average interest rate is 2.7% (31 December 2013: 6.8 years and 4.8% respectively).
13 Non-current liabilities
2014 2013
Interest payable - 0.9
14 Other liabilities
2014 2013
Taxes and social security premiums 5.3 6.7
Various liabilities 17.9 20.7
Total 23.2 27.4
Contingent assets and liabilities
Royal Imtech N.V. has issued a declaration of joint and several liability for the majority of its Dutch subsidiaries on the grounds of Article 403 Book 2 of the Netherlands Civil Code. In addition, Royal Imtech N.V. has provided separate guarantees as additional security on behalf of subsidiaries relating to the fulfilment of specifically defined contractual commitments to third parties. These parent company warranties relate to so-called advance payment warranties in the technical contracting sector and purely performance warranties. A large part of these warranties have been given for companies for which the aforementioned declaration of joint and several liability was issued and filed at the Commercial Registry Office. On the balance sheet date the liabilities of these subsidiaries amounted to 709 million euro (2013: 1,009 million euro). Royal Imtech N.V. is also jointly and severally liable for the debts of its subsidiaries by virtue of the credit, senior notes and guarantee facilities. Finally, as the parent company of the fiscal unities with regard to corporate income tax and value added tax Royal Imtech N.V. is severally liable for the tax liabilities of these fiscal unities.
Furthermore, reference is made to note 32 to the consolidated financial statements.
15 Auditor’s fees
With reference to Section 2:382a of the Netherlands Civil Code, the other expenses in the consolidated financial statements include 9.4 million euro of fees in 2014 (2013: 8.7 million euro) for services provided by KPMG Accountants N.V. and its member firms and/or affiliates.
2014 2013 KPMG Accountants N.V. Other KPMG network Total KPMG KPMG Accountants N.V. Other KPMG network Total KPMG
Audit of financial statements 2.2 3.4 5.6 1.8 3.7 5.5 Other audit services 1.6 1.6 3.2 1.5 1.6 3.1 Tax advisory services - 0.6 0.6 - 0.1 0.1
Other non-audit services – - – - - -
16 Personnel
The remuneration of members of the Supervisory Board and the Board of Management is disclosed in note 8 to the consolidated financial statements. During 2014 66 (2013: 58) were employed by Royal Imtech N.V. and working in the Netherlands.
The members of the Board of Management have signed the Annual Report and financial statements in fulfilment of their legal obligations on the grounds of Article 2:101 Clause 2 of the Netherlands Civil Code and Article 5:25 c Clause 2 sub C of the Financial Supervision Act. The members of the Supervisory Board have signed the financial statements in fulfilment of their legal obligations on the grounds of Article 2:101 Clause 2 of the Netherlands Civil Code.
Gouda, 17 March 2015
Supervisory Board Board of Management
C.J.A. van Lede G.J.A. van de Aast, CEO F.J.G.M. Cremers J. Turkesteen, CFO R.D. van Andel F.N.E. Colsman J.J. Beeton P.C. van Gelder M.E. van Lier Lels
INDEPENDENT AUDITOR’S REPORT ON FINANCIAL STATEMENTS
To: The Annual General Meeting of Shareholders and the Supervisory Board of Royal Imtech N.V.
Report on the audit of the Financial Statements 2014 Our opinion
We have audited the accompanying financial statements 2014 of Royal Imtech N.V. (the Company), based in Gouda (statutory seat in Rotterdam). The financial statements include the consolidated financial statements and the company financial statements.
In our opinion:
■
■ the consolidated financial statements as set out on pages 81-154 give a true and fair view of the financial
position of Royal Imtech N.V. as at 31 December 2014, its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Netherlands Civil Code.
■
■ the company financial statements as set out on pages 155-163 give a true and fair view of the financial
position of Royal Imtech N.V. as at 31 December 2014 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.
The consolidated financial statements comprise:
■
■ the consolidated profit and loss account for 2014; ■
■ the consolidated balance sheet as at 31 December 2014; ■
■ the following statements for 2014: consolidated statements of comprehensive income, changes in equity
and cash flows for the year then ended; and
■
■ notes, comprising a summary of the significant accounting policies and other explanatory information.
The company financial statements comprise:
■
■ the company balance sheet as at 31 December 2014; ■
■ the company profit and loss account for 2014; and ■
■ notes, comprising a summary of the accounting policies and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the “Our responsibilities for the audit of the financial statements” section of our report.
We are independent of Royal Imtech N.V. in accordance with the “Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten” (ViO) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the “Verordening gedrags- en beroepsregels accountants” (VGBA). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Materiality
Misstatements can arise from fraud or error and will be 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. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.
Based on our professional judgment we determined the materiality for the financial statements as a whole at 20 million euro, with reference to a benchmark of revenues, of which it represents 0.5%. We consider this
benchmark to be the most relevant given the nature of the business and the results of the Company. The materiality amounts to approximately 3.9% of the result before income tax from continuing operations. We have also taken into account misstatements and possible misstatements that are, in our opinion, material for the users of the financial statements for qualitative reasons.