directors’ report and financial statements · directors’ report and financial statements 31...

Odeon & UCI Bond Midco Limited

Directors’ report and financial

statements

Registered number 07623410

31 December 2011


Directors’ report and financial statements

31 December 2011

Contents

Directors’ Report 1

Statement of directors’ responsibilities in respect of the Directors’ Report and the financial statements 6

Independent auditor’s report to the members of Odeon & UCI Bond Midco Limited 7

Consolidated profit and loss account 9

Consolidated statement of total recognised gains and losses 10

Consolidated balance sheet 11

Company balance sheet 12

Consolidated cash flow statement 13

Notes 14

1

Directors’ Report

The Directors present their report and the audited financial statements of the Group and Company for the year ended

31 December 2011.

The Company was incorporated on 5 May 2011. Later that month, a group structure amendment took place which

resulted in the Company’s introduction as a new holding company in an existing group, to set up an appropriate

structure for a refinancing. Merger accounting has been adopted as the basis of consolidation in relation to this

group structure amendment, meaning that the consolidated financial information included in these accounts has been

shown as though the structure change had occurred prior to 1 January 2011.

Principal Activity

The principal activity of the Group is the operation of multiplex cinemas. The principal activity of the Company is

that of a holding company.

Business Review

Market position

The Group is the market leader in Europe. It is a market leader in the UK/Ireland, Spain and Italy, with a presence

in three other European markets. At the year-end date, the Group operated a total of 2,153 screens in 231 cinema

sites, in a combination of freehold, long leasehold and short leasehold properties. The business operates under the

name of Odeon in the UK; UCI and Storm in Ireland; UCI in Germany, Italy, Austria and Portugal; and Cinesa in

Spain.

Group refinancing

In May 2011, a refinancing was successfully completed, which put the Group in a stronger position going forwards.

Senior secured notes totalling £475m equivalent were issued, the proceeds of which were partly used to repay in full

the existing bank debt. The refinancing also provided the Group with cash resources for investment in acquisitions

and other projects to grow the future earnings of the business. The term of the notes is 7 years. Furthermore,

agreements were entered during May 2011 that provide the Group with a £90m committed Revolving Credit Facility

(“RCF”) for working capital management and other purposes. The term of the RCF is 6 years. Under these new

financing arrangements, there are no regular maintenance covenant ratio tests: ratios are tested only upon certain

events which are within the control of the Group, such as raising additional external debt.

Portfolio development – acquisitions and new cinemas

During 2011, the following acquisitions were completed:

5 cinemas acquired from UGC in Spain (May)

4 cinemas acquired from UGC in Italy (May)

2 cinemas acquired from the Coliseo circuit in the area of Bilbao, Spain (May)

9 cinemas plus 2 pipeline sites acquired from Entertainment Enterprises in Ireland (May)

7 cinemas acquired from Giometti in Italy (June)

4 cinemas plus 3 pipeline sites acquired from Reel Cinemas in the UK (November).

The existing portfolio of subsidiaries was also developed during the year through the opening of new cinemas at La

Coruna (Spain) and Cagliari (Italy).

Portfolio development – major refurbishments

In the UK, the Swiss Cottage cinema in London was redeveloped, bringing this 1937 art deco 5-screen location

completely up-to-date with the installation of the latest digital technology, modern facilities and full disabled access,

whilst staying true to the building’s original iconic style. The development includes an IMAX auditorium capable

of showing both IMAX and IMAX 3D films.

Also in London, the Whiteleys cinema was redeveloped during 2011 and reopened in 2012 with “The Lounge”, our

unique luxury offering that includes reclining leather seating and at-seat service of fine food and drink.

Odeon &UCI Bond Midco Limited


31 December 2011



31 December 2011

2

Directors’ Report (continued)

Digital projection

External independent funding for the roll-out of digital projectors in the UK was secured during 2010, and in 2011

external funding was secured for most of our territories in Continental Europe.

By the 2011 year-end, the UK was fully digital and 89% of all of the Group’s screens were digital.

Digital projectors, along with additional technology, are used for the projection of 3D films. There is an ongoing

appetite from our customers for 3D film product, which commands a ticket price premium. In 2011, approximately

21% of our cinema attendance and 27% of our box office revenue arose from 3D films. 3D film product availability

continues to grow, as does our ability to screen the product.

The use of digital technology also offers long-term print cost savings to the distributors, the opportunity to reduce

some costs in the cinemas, an improved advertising platform, alternative content capability (such as live opera,

theatre and sports) and greater flexibility in programming.

Main Market Attendance Growth 2011 v 2010

Market volumes in the Group’s territories were similar in aggregate to the prior year, although the phasing of the

two years was different. A weaker 2011 first quarter (because of the hugely successful Avatar in 2010) and some

unusually warm weather early in 2011 led to lower volumes in the first part of the year, but a stronger 2011 second

quarter (due to the 2010 World Cup) and a strong December 2011 brought the volumes in our markets in aggregate

close to the 2010 levels at 1% lower on a weighted average basis.

Attendance (millions) (1)

2011 2010 2009 2011 vs 2010

growth

UK 172.1 168.8 172.9 +2%

Spain 100.0 101.6 110.0 (2%)

Germany 129.4 126.6 146.3 +2%

Italy 111.5 121.3 109.0 (8%)

KPIs

The primary KPIs followed by the Group are Attendance and EBITDA(2)

. Group Attendance was 8% higher in 2011

than in 2010, with 79.2m vs 73.1m customers, reflecting growth from acquisitions and other estate development net

of slightly lower markets.

EBITDA(2)

was up 12% to £103m (2010: £92m). The Group also follows supplementary KPIs including revenue

per customer, film hire costs, retail margins, staff and other costs. Slightly lower markets than 2010 overall were

mitigated by improved revenue KPIs, both ticket revenue and retail revenue per customer, and good control over

direct and indirect costs.

The EBITDA(2)

growth trend over recent years is illustrated by the following table.

£m 2011 2010 2009 2008 2007 (52wks)

2006

EBITDA(2)

103 92 80 72 68 65

Financial Results

Group turnover for the year was up 12% at £725m (2010: £650m). At constant foreign exchange rates, Group

turnover was up 11%. As stated above, EBITDA(2)

was £103m in 2011, an increase of 12% on the equivalent figure

of £92m in 2010. The EBITDA(2)

of £103m is prior to charging non-cash depreciation and amortisation of £65m

and other items as footnoted. An operating profit was reported of £26m (2010: £26m).

Interest costs in the profit and loss account, excluding non-cash items, were £41m in 2011 (2010: £26m).

The loss for the year of £65m (2010: £85m loss) was after total non-cash charges of £116m (2010: £141m),

including £65m (2010: £54m) depreciation and amortisation, £35m (2010: £79m) financing cost accrual on loan

notes and £11m (2010: £2m) amortisation of loan issue costs.

(1) Market data is provisional and for some territories is a full market estimate based on information available for part of the market.

(2) Earnings before interest, tax, depreciation, amortisation, one-off costs (2011: £3m and 2010: £1m), exceptional items and rent payable to the

Odeon Property Group LLP (“PropCo”). The rent payable to PropCo was £10m (2010: £9m).



31 December 2011

3


Investment and Net Debt

The Group continued to invest to grow future earnings and enhance the high quality of the existing estate.

In terms of asset additions, £14m was incurred on capital maintenance of the estate; £4m on new sites for 2011 and

future periods; and £23m on other revenue-generating projects. A further net investment of £14m was made by the

Group in digital assets, but we expect to receive external refunds on installed assets of £13m in 2012. Digital assets

that are externally funded are nevertheless shown on the group balance sheet, as described in note 1 to the accounts.

Total asset additions for 2011, as shown in note 13 to the accounts, were £94m.

Taking all the above into account, along with the movement in capital creditors, net cash spend on capital

expenditure was £51m (2010: £33m).

In addition, £116m was spent on the acquisitions described earlier in this report.

Net debt excluding loan notes and finance leases was £395m (2010: £245m) at year-end, the increase caused

primarily by the expenditure on acquisitions and the one-off cash costs of refinancing.

Principal Risks and Risk Management

The principal risk to the business is lower attendance. There is some volatility year on year, depending on the film

slate, which in turn depends on production from Hollywood and local content in each country. An increase in the

availability of pirated films or the level of competition from other exhibitors may also have an impact on attendance.

The risk to earnings performance is mitigated by cost savings in film hire and staff, which reduce at lower

attendances, and by controlling discretionary costs and capital expenditure.

The challenging economic conditions caused a reduction in screen advertising in the last three years and slower

growth in retail revenue, but cinema attendance has been resilient. The Group has continued to achieve growth in

the main revenue KPIs and Group earnings on the like-for-like estate have increased through the challenging period.

Acquisitions and new cinema openings have further increased the growth.

Some commentators are concerned about the impact of the increasing penetration of home cinema equipment and

online film downloads on cinema attendance. Similar concerns were expressed with the introduction of TV, Video

Cassettes and DVDs. The directors believe that cinema continues to offer excellent value in the "going out" market

and that there will be ongoing demand for the cinema experience for the foreseeable future. The value to the

customer of the cinema experience has been further demonstrated and reinforced by the growth of high quality 3D

product.

The principal financial risk to the Group is the movement of interest rates. Following the 2011 refinancing, the

Sterling element of the senior secured notes (£300m) is at a fixed interest rate of 9.0% and, to hedge the Euro

element (€200m) which is at floating rates, a three year interest rate swap is in place to fix the effective total rate to

9.07%.

The Group’s foreign exchange position is naturally hedged by holding a proportion of debt in Euros similar to the

proportion of earnings. Most of the group’s excess cash is held in Sterling.

Future Prospects

The Group will continue to develop its portfolio of sites and seek strategic acquisition targets.

The Group is also close to completing the roll-out of digital projectors, which will continue to bring the commercial

benefits described earlier in this report.

Going Concern and Liquidity Management

The directors believe that the Group has adequate resources to continue operating for the foreseeable future. With

this in mind, the directors have formally considered and concluded that the preparation of financial statements on a

going concern basis is appropriate. Further details are shown in the “Basis of preparation” section of note 1 to the

financial statements.

Board of Directors and Management of the Group

During the year, and at 31 December 2011, the board of directors of Odeon and UCI Bond Midco Limited consisted

of members of the Group’s executive management team, as follows:

A R Gavin (appointed 5 May 2011)

J P Mason (appointed 5 May 2011)



31 December 2011

4


Post Balance Sheet Events

There were no disclosable post balance sheet events prior to the date of signature of this report and financial

statements.

Dividends

The directors do not recommend the payment of a dividend with respect to preference or ordinary shares.

Ownership

Terra Firma Investments (GP) 2 Limited, acting as general partner of the six limited partnerships which constitute

the Terra Firma Capital Partners II Fund, Terra Firma Capital Partners II LP-H, TFCP II Co-Investment 2 LP and

TFCP II Co-Investment 2A LP (“Terra Firma”), has the ability to exercise a controlling influence over the Company

and the Group through the holding of shares in a parent of the Company.

Terra Firma, through new holding companies, acquired the Odeon and UCI businesses from their respective vendors

in late 2004.

Creditor Payment Policy

The Group does not follow any specific external code or standard on payments practice. Payments to suppliers are

made in accordance with agreed terms. The Company itself had no trade creditors at 31 December 2011.

Employee involvement

Employment in the Group increased 9% to 9,591 in 2011 compared to 8,781 in 2010 (average number of employees,

including part time employees). Meetings are held on a regular basis with employees to review attendance, film

slate, financial and operating performance. Information is cascaded from senior management teams to cinema

teams. There is an annual cinema management conference in all territories and more frequent regional meetings.

There is opportunity at these meetings for senior managers to be questioned about matters which concern the

employees.

Employment of disabled people

Full and fair consideration is given to applications for employment made by disabled persons having regard to their

particular aptitudes and abilities. Wherever possible the employment of members of staff who become disabled will

be continued under normal terms and conditions and appropriate training and career development will be offered.

Community

The cinema is an important part of social life in local communities. Cinema management maintain close contact

with local community representatives, politicians and businesses. Cinemas are used as meeting places for purposes

other than only films. Sub-brands have been developed which cater for special interest groups. Employees actively

participate in charitable fundraising activities and in the UK generated in excess of £80k for The Variety Club and

NSPCC.

Health and Safety

The policy of the Group is to endeavour at all times to achieve the highest standards of health, safety and welfare for

its employees, customers and other visitors. To this end, clearly-defined policies, procedures, roles and

responsibilities are in place, and supervision, instruction, information and appropriate training are provided. A full

management system including monitoring of safety standards, independent audits and review of all key findings by

senior management is in place. The system has been independently reviewed to ensure compliance with the relevant

standards.

Environment

The Group has taken steps to reduce its impact on the environment and is committed to continuing to do so.

Efficiency savings have been made in gas and electricity consumption, and water consumption has been reduced

through the introduction of flow reduction systems. Waste reduction is also a priority, in particular through the

sourcing of more recyclable and environmentally-friendly products.



31 December 2011

6

Statement of directors’ responsibilities in respect of the Directors’ Report and the

financial statements

The directors are responsible for preparing the Directors’ Report and the financial statements in accordance with

applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they

have elected to prepare the Group and parent company financial statements in accordance with UK Accounting

Standards and applicable law (UK Generally Accepted Accounting Practice).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a

true and fair view of the state of affairs of the Group and parent company and of their profit or loss for that period.

In preparing each of the Group and parent company financial statements, the directors are required to:

■ select suitable accounting policies and then apply them consistently;

■ make judgments and estimates that are reasonable and prudent;

■ state whether applicable UK Accounting Standards have been followed, subject to any material departures

disclosed and explained in the financial statements;

■ prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group

and the parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent

company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have

general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and

to prevent and detect 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.



31 December 2011

9

Consolidated profit and loss account for the year ended 31 December 2011

Note 2011 2010

£000 £000

Turnover: Group and share of joint ventures 751,011 671,643

Less: share of joint ventures turnover (25,879) (21,998)

Group turnover 2,3 725,132 649,645

Cost of sales 3 (254,894) (235,641)

Gross profit 3 470,238 414,004

Net operating expenses (444,635) (387,999)

Operating profit, analysed as:

Before exceptional items 25,093 27,461

Net operating expenses - exceptional costs 3,6 (4,096) (1,456)

Net operating expenses - exceptional income 3,6 4,606 -

3 25,603 26,005

Operating profit 3 25,603 26,005

Share of operating profit / (loss) of joint ventures 287 (3)

Operating profit including joint ventures 25,890 26,002

Loss on disposal of properties 6 (4) (525)

Profit on ordinary activities before interest and taxation 25,886 25,477

Interest receivable from related parties 2,973 7,635

Interest payable and similar charges 8 (91,859) (112,894)

Other finance income / (costs) 9 7 (234)

Loss on ordinary activities before taxation 3-9 (62,993) (80,016)

Taxation 10 (2,387) (4,495)

Loss on ordinary activities after taxation and for the financial year 24 (65,380) (84,511)

Analysis of continuing operations, including acquisitions, and discontinued operations is set out in note 3.



31 December 2011

10

Consolidated statement of total recognised gains and losses for the year ended 31 December 2011

2011 2010

£000 £000

Loss for the financial year (65,380) (84,511)

Actuarial pension scheme (loss) / gain recognised (note 27) (1,675) 3,085

Effect of asset limit on above (1,659) (2,616)

Deferred tax on actuarial pension (loss) / gain 452 (863)

Deferred tax on effect of asset limit 448 732

Deferred tax change in rate (28) (5)

Foreign exchange differences (10,624) 20,293

Total recognised losses (78,466) (63,885)

There is no difference between the loss on ordinary activities before taxation and the loss for the year stated above

and their historical cost equivalents.



31 December 2011

13

Consolidated cash flow statement for the year ended 31 December 2011

Note 2011 2010

£000 £000

Net cash inflow from operating activities 25(a) 67,061 65,572

Returns on investments and servicing of finance

Interest paid (25,461) (22,647)

Net cash outflow from returns on investments and servicing

of finance

(25,461)

(22,647)

Taxation paid (3,811) (576)

Capital expenditure and financial investment

Purchase of tangible fixed assets (51,476) (32,771)

Sale of tangible fixed assets 246 -

Net cash outflow from capital expenditure and financial

investment

(51,230)

(32,771)

Acquisitions and disposals

Purchase of subsidiaries and joint ventures 14,31 (119,290) (16,280)

Net cash acquired with subsidiaries 31 3,101 -

Net cash outflow from acquisitions and disposals (116,189) (16,280)

Equity dividends paid to shareholders - -

Net cash outflow before financing (129,630) (6,702)

Financing

Shares issued 50 -

Senior secured notes issued 475,000 -

Bank loans and overdrafts repaid (313,516) (10,999)

New bank loans drawn-down 30,004 -

Arrangement fees paid (21,912) (2,944)

Other finance leases (2,121) (416)

Net cash inflow / (outflow) from financing 167,505 (14,359)

Increase / (decrease) in cash in the year 25(b) 37,875 (21,061)



31 December 2011

14

Notes (forming part of the financial statements)

1 Accounting policies

The following accounting policies have been applied consistently in dealing with items which are considered

material in relation to the financial statements.

Basis of preparation

The financial statements have been prepared in accordance with applicable accounting standards, and under the

historical cost accounting rules. Upon acquisition, assets are included at fair value.

Going concern and liquidity management

The financial statements are prepared on a going concern basis. The directors have formally considered and

concluded that this remains appropriate. The facts set out below were relevant in arriving at this conclusion.

The business activities of the Group, and its future prospects, are described within the Directors’ Report.

In May 2011, a refinancing was successfully completed, which put the group in a stronger position going forwards.

Senior secured notes totalling £475 million equivalent were issued, the proceeds of which were partly used to repay

in full the existing bank debt. The refinancing also provided the group with cash resources for investment in

acquisitions and other projects to grow the future earnings of the business. The term of the notes is 7 years.

Furthermore, agreements were entered during May 2011 that provide the group with a £90 million committed

Revolving Credit Facility (“RCF”) for working capital management and other purposes. The term of the RCF is 6

years. Under these new financing arrangements, there are no regular maintenance covenant ratio tests: ratios are

tested only upon certain events which are within the control of the group, such as raising additional external debt.

The Group has a substantial cash balance available to meet working capital requirements, despite both investment in

the estate and acquisitions having taken place. Furthermore, the RCF was not used at all to draw loans up to the

year-end date.

Basis of consolidation

Odeon & UCI Bond Midco Limited was incorporated on 5 May 2011. In May 2011 a group structure amendment

took place with the result that Odeon & UCI Bond Midco Limited was introduced as a new holding company to

facilitate the refinancing that took place in May 2011. Merger accounting has been adopted as the basis of

consolidation following this group structure amendment. By adopting this accounting treatment the consolidated

financial information included in these accounts has been shown as though the structure change had occurred prior

to 1 January 2011.

The consolidated financial statements include the financial statements of the Company and its subsidiary

undertakings made up to 31 December 2011. The acquisition method of accounting has been adopted for

acquisitions completed subsequent to the May 2011 group structure amendment. Under this method, the results of

subsidiary undertakings acquired or disposed of in the year are included in the consolidated profit and loss account

from the date of acquisition or up to the date of disposal. A joint venture is an undertaking in which the Group has a

long-term interest and over which it exercises joint control. The Group’s share of the profits less losses of joint

ventures is included in the consolidated profit and loss account and its interest in their net assets is included in

investments in the consolidated balance sheet.

Under section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own

profit and loss account. The amount of the profit/(loss) dealt with in the Company financial statements is disclosed

in note 24 to these financial statements.

Turnover

Turnover represents amounts charged to customers for goods, services and property rental income, stated net of

value added tax, which is recognised based on the date the goods and services are received and the period over

which the rental income is earned.

Goodwill

Goodwill, being the difference between the costs of businesses acquired and the fair value of their separable net

assets is included in the balance sheet as an intangible asset in accordance with FRS 10 “Goodwill and Intangible

Assets” and is amortised over its useful economic life which the directors estimate to be 20 years.



31 December 2011

15

Notes (continued)

1 Accounting policies (continued)

Tangible fixed assets

Depreciation is provided on the cost or revaluation of tangible fixed assets on a straight-line basis over their

estimated useful lives as follows:

Land is not depreciated

Freehold buildings - 2% per annum

Long leasehold property - over the period of the lease to a maximum of 50 years

Short leasehold property - over the period of the lease

Plant, fixtures and fittings - 10 – 25% per annum

Assets under construction (the construction and redevelopment of cinemas) are not depreciated as these assets are

not available for use in the business.

Digital projection

Certain digital projectors and related assets located and operated in Group premises, which are funded and legally

owned by independent third parties, are recognised in the Group’s consolidated balance sheet and a corresponding

deferred income creditor of the same carrying value is recognised. The fixed assets are depreciated over their

estimated useful lives and the corresponding deferred income balance is released against this depreciation over the

same period.

Foreign currencies

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction.

Assets and liabilities denominated in foreign currencies are translated using the contracted rate or the rate of

exchange ruling at the balance sheet date. The foreign currency assets and liabilities of subsidiary undertakings are

translated at the closing exchange rates. Profit and loss accounts of such undertakings are consolidated at the

monthly average rates of exchange during the year. Gains and losses arising on these translations are generally taken

to reserves: they are taken through the profit and loss account for the year only to the extent that translation gains or

losses in relation to foreign currency assets are exceeded by those on foreign currency borrowings, excluding

borrowings in place as long term strategic funding which are not expected to be settled without replacement.

Classification of financial instruments issued by the Group and Company

Following the adoption of FRS 25, preference shares issued by the Company are treated as equity (i.e. forming part

of shareholders’ funds) only to the extent that they meet the following two conditions:

(a) they include no contractual obligations upon the Company to deliver cash or other financial assets or to

exchange financial assets or financial liabilities with another party under conditions that are potentially

unfavourable to the Company; and

(b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-

derivative that includes no obligation to deliver a variable number of the Company’s own equity

instruments or is a derivative that will be settled by the Company’s exchanging a fixed amount of cash or

other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability.

Investments

Investments held as fixed assets are stated at cost less provisions for any impairment.



31 December 2011

16

Notes (continued)


Asset Impairment

The carrying amounts of the Group’s assets are reviewed for impairment when events or changes in circumstances

indicate that the carrying amount of the fixed assets of income-generating units may not be recoverable. An

indication is the recognition of an onerous lease provision in relation to specific income-generating units. If this or

any other such indication exists, the recoverable amount is estimated and an appropriate impairment loss is

recognised.

Reversals of impairment

An impairment loss is reversed where the recoverable amount increases as a result of a change in economic

conditions or in the expected use of the asset.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying

amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been

recognised.

Stocks

Stocks are stated at the lower of cost and net realisable value.

Leases

Rental costs under operating leases are charged to the profit and loss account over the period of the lease. Certain

leases with related parties contain inflation-driven rental uplifts with pre-determined minimums: the amount

payable in respect of these uplifts is charged to the profit and loss account as it arises. Assets acquired under

finance leases are capitalised and the outstanding future lease obligations are shown in creditors. Provision is made

for lease commitments on certain leasehold properties based on the expected exposure. The amount provided is

based either on the future rental obligations (discounted by 7.5%, based on property yields), net of anticipated

operating profit from trading (discounted by 10.0%, based on cost of capital), or management’s best estimate of the

expected exposure. Provision is made for the remaining period of the leases identified, subject to a maximum of 25

years, after which the directors consider the impact of discounting upon the rental and trading projections renders

them immaterial.

Pre-opening costs

Operating costs incurred before a new cinema is opened are written off to the profit and loss account as incurred.

Taxation

The charge for taxation is based on the loss for the year and takes into account taxation deferred because of timing

differences between the treatment of certain items for taxation and accounting purposes.

Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain

items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as

otherwise required by FRS 19.

Cash and liquid resources

Cash, for the purpose of the cash flow statement, comprises cash in hand and deposits repayable on demand, less

overdrafts payable on demand. Liquid resources are current asset investments which are disposable without

curtailing or disrupting the business and are either readily convertible into known amounts of cash at or close to

their carrying values or traded in an active market.

Loan notes

Loan notes are held in the balance sheet at their issued amount less directly attributable issue costs plus the accrued

finance charge which has arisen on them. The finance charge accrues at a constant rate over the term of the notes.

Senior secured notes

Senior secured notes are stated net of unamortised issue costs. Interest accrued on the senior secured notes is shown

within accruals and deferred income.



31 December 2011

17

Notes (continued)


Pensions

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those

of the Group in an independently administered fund. The amount charged to the profit and loss account represents

the contributions payable to the scheme in respect of the accounting period.

The Group also operates two pension schemes providing benefits based on final pensionable pay. The assets of the

schemes are held separately from those of the Group.

Pension scheme assets are measured using market values. For quoted securities the current bid price is taken as

market value. Pension scheme liabilities are measured using a projected unit method and discounted at the current

rate of return on a high quality corporate bond of equivalent term and currency to the liability.

The pension scheme surplus (to the extent that it is recoverable) or deficit is recognised in full. The movement in

the scheme surplus/deficit is split between operating charges, finance items and, in the statement of total recognised

gains and losses, actuarial gains and losses.

Derivatives

The Group’s financial instruments, other than derivatives, comprise borrowings, cash and liquid resources and other

various items such as trade debtors, trade creditors etc. The main purpose of these financial instruments is to raise

finance for the Group’s operation.

The Group also enters into interest rate swaps to manage the interest rate risk arising from the Group’s sources of

finance. Amounts payable or receivable in respect of interest rate swap transactions are recognised on an accruals

basis until settlement date and are treated as an adjustment to the interest expense over the period of the contract.

All derivatives are held for hedging purposes.



31 December 2011

18

Notes (continued)

2 Turnover

All turnover derives wholly from the ownership and operation of cinemas.

An analysis of turnover by geographical market is set out below:

2011 2010

Continuing

£000

Discontinued

£000

Total

£000

Continuing

£000

Discontinued

£000

Total

£000

UK 315,485 - 315,485 313,890 - 313,890

Continental Europe & Ireland 409,647 - 409,647 335,755 - 335,755

Group turnover 725,132 - 725,132 649,645 - 649,645

3 Analysis of continuing and discontinued operations

2011 2010

Continuing

£000

Discontinued

£000

Total

£000

Continuing

£000

Discontinued

£000

Total

£000

Group turnover 725,132 - 725,132 649,645 - 649,645

Cost of sales (254,894) - (254,894) (235,641) - (235,641)

Gross profit 470,238 - 470,238 414,004 - 414,004

Net operating expenses (444,635) - (444,635) (387,999) - (387,999)

Group operating profit 25,603 - 25,603 26,005 26,005

Share of joint ventures’

operating profit / (loss)

287

-

287

(3)

-

(3)

25,890 - 25,890 26,002 - 26,002

The total figures for continuing operations in 2011 include the following amounts relating to acquisitions: turnover

£57,449,000 (2010: £1,727,000), cost of sales £20,615,000 (2010: £691,000) and net operating expenses

£37,235,000 (2010: £825,000).

The directors have concluded that the acquisitions do not individually meet the criteria of “substantial acquisitions”

as defined in FRS 6. Therefore, the disclosure of separate full profit and loss accounts for the acquisitions has not

been made.

Net operating expenses in 2011 include exceptional costs of £4,096,000 (2010: £1,456,000) and exceptional income

of £4,606,000 (2010: £nil) which are explained in note 6.



31 December 2011

19

Notes (continued)

4 Remuneration of directors

2011 2010

£000 £000

Directors’ emoluments 1,480 1,428

Company contributions to money purchase pension schemes 39 37

1,519 1,465

The aggregate of emoluments of the highest paid director was £897,000 (2010: £891,000). No contributions to a

Group pension scheme were made in relation to the highest paid director (2010: £nil).

Number of directors

2011 2010

Retirement benefits are accruing to the following number of directors under:

Money purchase schemes 2 2

5 Loss on ordinary activities before taxation

2011 2010

£000 £000

Loss on ordinary activities before taxation is stated

after charging/(crediting)

Depreciation

- Finance lease assets 2,075 1,995

- Other assets 55,544 43,095

- Digital projection deferred income release (2,043) (1,127)

Amortisation of goodwill 9,689 9,679

Amounts receivable by the auditors:

- Audit of Group financial statements pursuant to legislation 20 20

- Audit of the parent company financial statements pursuant to legislation 6 -

- Audit of financial statements of subsidiaries pursuant to legislation 481 344

- Other services relating to taxation 811 242

- Other services relating to corporate finance transactions 480 -

- All other services 50 40

Property rental income (2,426) (2,569)

Lease exit premiums - -

Rentals under operating leases – property 124,660 105,633

Amounts paid to the Company’s auditor and their associates in respect of services to the Company, other than the

audit of the Company’s financial statements, have not been disclosed as the information is required instead to be

disclosed on a consolidated basis.



31 December 2011

20

Notes (continued)

6 Exceptional items and loss on disposal

Exceptional costs

The exceptional costs in the current year relate to staff restructuring resulting from the digital roll-out and

integration costs resulting from the acquisitions during the year.

The tax effect of the exceptional costs in the current year was a credit of £111,000.

The exceptional costs in the prior year related to restructuring of the UK business and property-related matters.

The tax effect of the exceptional costs in the prior year was £nil.

Exceptional income

The exceptional income in the current year reflects property-related matters.

The tax effect of the exceptional costs in the current year was £nil.

Profit and loss on disposal

The profit on disposal of properties represents the difference between the proceeds due (net of disposal costs) and

the net book value of the assets sold.

In the current year, a number of freehold and leasehold property interests were disposed of. The loss associated

with these disposals was £4,000.

In the prior year, a number of freehold and leasehold property interests were disposed of. The loss associated with

these disposals was £525,000.

7 Staff numbers and costs

The average number of persons employed by the Group (including directors) during the period was as follows:

Number of employees 2011 2010

Administration 346 327

Cinema and other 9,245 8,454

9,591 8,781

The aggregate payroll costs of these persons were as follows: 2011 2010

£000 £000

Wages and salaries 110,446 95,888

Social security costs 15,612 13,685

Pension costs – regular costs 391 483

126,449 110,056



31 December 2011

21

Notes (continued)

8 Interest payable and similar charges

2011 2010

£000 £000

Interest payable on bank loan 7,482 17,864

Interest payable on senior secured notes 26,302 -

Loan notes 34,987 78,550

Loan from related party 1,042 2,492

Amortisation of issue costs 11,162 1,971

Unwinding of discount on provisions 3,845 4,000

Other financing costs 6,845 7,839

Share of joint ventures 194 178

91,859 112,894

Other financing costs includes, inter alia, guarantee facility fees, commitment fees, bank charges, and loan note

redemption fees, together with finance charges payable in respect of finance leases.

9 Other finance (income) / cost

2011 2010

£000 £000

Expected return on pension scheme assets (note 27) (2,706) (2,760)

Interest on pension scheme liabilities (note 27) 2,399 2,474

Other finance charges 300 520

(7) 234

10 Taxation

Analysis of charge in year 2011 2010

£000 £000 £000 £000

UK corporation tax

Current tax on income for the year 57 (3,510)

Prior year adjustment (113) -

Overseas tax

Current tax on income for the year 2,343 3,933

Prior year adjustment (622) -

Current tax on income for the year 1,665 423

Share of joint ventures’ current tax 79 (40)

Total current tax 1,744 383

Deferred tax

Origination/reversal of timing differences 643 4,112

Deferred tax for the year 643 4,112

Share of joint ventures’ deferred tax - -

Total deferred tax 643 4,112

Tax on loss on ordinary activities 2,387 4,495



31 December 2011

22

Notes (continued)

10 Taxation (continued)

Factors affecting the tax charge / (credit) for the current year

The current tax charge for the year is higher (2010: higher) than the standard rate of corporation tax in the UK,

26.5% (2010: 28.0%). The differences are explained below. 2011 2010

£000 £000

Current tax reconciliation

Loss on ordinary activities before tax (62,993) (80,016)

Current tax at 26.5% (2010: 28.0%) (16,693) (22,404)

Effects of:

Expenses not deductible for tax purposes 16,679 15,546

Capital allowances for period less than depreciation 2,947 1,752

Other timing differences 114 15

Losses not utilised / (brought forward losses utilised) 2,435 (604)

Provision for local taxes 1,429 1,465

Overseas rate differences (2,070) (594)

Group relief surrender for no consideration (2,362) 8,285

Adjustments in respect of prior years (735) (3,078)

Total current tax charge (see above) 1,744 383

The Emergency Budget on 22 June 2010 announced that the UK corporation tax rate would reduce from 28% to

24% and the Budget on 23 March 2011 announced that the UK rate would be further reduced to 23%. The current

corporation tax rate of 26% is to be reduced to 25% from 1 April 2012 as enacted in the Finance Act 2011 with the

rate reduced down to 23% over the subsequent two years.

The UK’s net deferred tax asset of £188,000 reflected in the Group’s balance sheet has been calculated at the rate of

25%, that being the rate substantively enacted at the balance sheet date. It has not been possible to quantify the full

anticipated effect of the further 2% rate reduction, it will reduce any future UK corporation tax charge and will

reduce the Group’s current UK deferred tax asset.

11 Dividends

The aggregate amount of dividends comprises: 2011 2010

£000 £000

Dividends in respect of the year - -

- -

The aggregate amount of dividends proposed and recognised as liabilities as at the year-end is £nil (2010: £nil). No

dividends have been declared post year-end (2010: none).



31 December 2011

23

Notes (continued)

12 Intangible assets

Goodwill

£000

Cost

At beginning of year 198,871

Acquisitions in the current year (see note 31a) 91,011

Acquisitions in the prior year (see note 31b) (2,990)

Exchange differences (5,607)

At end of year 281,285

Amortisation

At beginning of year 55,948

Charge for the year 9,689

Exchange differences (402)


Net book value

At 31 December 2011 216,050

At 31 December 2010 142,923

Goodwill is held at amortised cost.

Impairment reviews have been performed in respect of the acquisitions made in the current and prior years. The

recoverable amount has been assessed in accordance with FRS 10.

In accordance with FRS 11, a review was performed to establish whether or not there were any indications of

impairment to the carrying amount of goodwill. The review concluded that there were no such indications.

The directors consider each acquisition separately for the purpose of determining the amortisation period of any

goodwill that arises. Goodwill is amortised over 20 years on all acquisitions in these financial statements,

representing the directors’ best estimate of the useful economic life of the goodwill.



31 December 2011

24

Notes (continued)

13 Tangible fixed assets

Group

Land and

buildings

Plant, fixtures

and fittings

Assets

under

construction

Total

£000 £000 £000 £000

Cost

At beginning of year 312,247 261,494 2,122 575,863

Acquisitions in the current year (see note 31a) 21,466 20,992 119 42,577

Acquisitions in the prior year (see note 31b) 3,166 - - 3,166

Additions 3,966 86,061 4,163 94,190

Reclassifications 638 1,395 (2,033) -

Disposals (5,932) (3,457) - (9,389)

Exchange differences (2,712) (5,759) (75) (8,546)

At end of year 332,839 360,726 4,296 697,861

Depreciation

At beginning of year 78,547 142,708 - 221,255

Charge for the year 14,987 42,632 - 57,619

On disposals (5,900) (3,280) - (9,180)

Exchange differences (642) (2,566) - (3,208)

At end of year 86,992 179,494 - 266,486

Net book value

At 31 December 2011 245,847 181,232 4,296 431,375

At 31 December 2010 233,700 118,786 2,122 354,608

The net book value of land and buildings costs comprises: 2011 2010

£000 £000

Freehold 27,879 18,974

Long leasehold 20,149 22,589

Short leasehold 197,819 192,137

245,847 233,700

Included in the total net book value of land and buildings is £20,413,000 (2010: £16,469,000) in respect of assets

held under finance leases. Depreciation for the year on these assets was £2,075,000 (2010: £1,995,000).

Included in the total net book value of plant, fixtures and fittings is £43,300,000 (2010: £13,155,000) in respect of

digital and related assets held under third party arrangements/agreements with an offsetting amount shown within

deferred revenue. Depreciation for the year on these assets was £2,043,000 (2010: £1,127,000).

In accordance with FRS 11, a review was performed to establish whether or not there were any indications of

impairment to the carrying amount of tangible fixed assets. The review concluded that there were no such

indications other than for those sites with onerous lease provisions, whose tangible fixed asset values have been

written down. The approach to asset impairment reviews is described in more detail in note 1.

Company

The Company did not hold any tangible fixed assets.



31 December 2011

25

Notes (continued)

14 Fixed asset investments

Group

Joint ventures Goodwill Interests in

joint ventures

Loans Total

£000 £000 £000 £000

Cost

At beginning of year 700 735 500 1,935

Repayments - - - -

At end of year 700 735 500 1,935

Share of post acquisition reserves

At beginning of year - (700) - (700)

Retained profit - 14 - 14

At end of year - (686) - (686)

Net book value

At 31 December 2011 700 49 500 1,249

At 31 December 2010 700 35 500 1,235

The total of the Group’s profit before taxation from interests in joint ventures was £93,000 (2010: £181,000 loss).

Company Investments in

group

undertakings

£000

At beginning of year -

Additions in the year 108,855



The only direct subsidiaries of the Company are: Name Country of

incorporation

% interest Nature of business

Odeon & UCI Finco plc Great Britain 100% owned Senior secured notes issuer

Cicero Holdings Limited Great Britain 100% owned Holding company

Lucius Holdings Limited Great Britain 100% owned Holding company



31 December 2011

26

Notes (continued)

14 Fixed asset investments (continued)

The principal undertakings in which the Company had a direct or indirect interest at the year-end are shown below.

The investments include both ordinary and preference shares.

Name Country of

incorporation

% interest Nature of business

Odeon & UCI Finco plc Great Britain 100% owned Senior secured notes issuer

Cicero Holdings Limited Great Britain 100% owned Holding company

Cicero Investments Limited Great Britain 100% owned Holding company

Cicero Acquisitions Limited Great Britain 100% owned Holding company

Odeon Cinemas Limited Great Britain 100% owned Operation of cinemas

ABC Cinemas Limited Great Britain 100% owned Operation of cinemas

Odeon Cinemas (RL) Limited Great Britain 100% owned Operation of cinemas

Bookit Limited Great Britain 100% owned Credit and debit card

transaction processing

Lucius Holdings Limited Great Britain 100% owned Holding company

Lucius Investments Limited Great Britain 100% owned Holding company

United Cinemas International Acquisitions Limited Great Britain 100% owned Holding company

United Cinemas International Multiplex BV Netherlands 100% owned Holding company

United Cinemas International (UK) Limited Great Britain 100% owned Operation of cinemas

Odeon and Sky Filmworks Ltd Great Britain 50% owned Film distribution

Digital Cinema Media Limited Great Britain 50% owned Screen advertising

Compania de Iniciativas y Espectaculos SA (Cinesa) Spain 100% owned Operation of cinemas

Cineparque y Espectaculos SA Spain 100% owned Operation of cinemas

Multicines y Espectaculos SA Spain 100% owned Operation of cinemas

Cines y Espectaculos Norte SA Spain 100% owned Operation of cinemas

Multicines Oeste SA Spain 100% owned Operation of cinemas

Multicines y Espectaculos Centro SL Spain 100% owned Operation of cinemas

Cinema International Corporation Lda Portugal 100% owned Operation of cinemas

United Cinemas International Multiplex GmbH Germany 100% owned Operation of cinemas

Kino Friedrichshain Betriebsgesellschaft mbH Germany 100% owned Operation of cinemas

Kino Gera Betriebsgesellschaft mbH Germany 100% owned Operation of cinemas

Kino Lausitzpark Betriebsgesellschaft mbH Germany 100% owned Operation of cinemas

UCI Kinoplex GmbH Germany 100% owned Operation of cinemas

United Cinemas International Multiplex Gesellschaft mbH Austria 100% owned Operation of cinemas

UCI Italia SpA Italy 100% owned Operation of cinemas

UCI Nord Ovest Srl Italy 100% owned Operation of cinemas

UCI Sud Srl Italy 100% owned Operation of cinemas

UCI Nord Srl Italy 100% owned Operation of cinemas

UCI Centro Srl Italy 100% owned Operation of cinemas

UCI Nord Est Srl Italy 100% owned Operation of cinemas

UCI Torino Srl Italy 100% owned Operation of cinemas

UCI Campi Bisenzio SpA Italy 100% owned Operation of cinemas

UCI Roma Est Srl Italy 100% owned Operation of cinemas

UCI Adriatica Srl Italy 100% owned Operation of cinemas

UCI Appennino Srl Italy 100% owned Operation of cinemas

UCI Recupero e Sviluppo SpA Italy 100% owned Operation of cinemas

United Cinemas International (Ireland) Limited Ireland 100% owned Operation of cinemas

Waterwhite Projections Limited Ireland 100% owned Operation of cinemas

Bolgal Limited Ireland 100% owned Holding company

15 Stocks

Group Group Company

2011 2010 2011

£000 £000 £000

Goods for resale 7,469 6,121 -



31 December 2011

27

Notes (continued)

16 Debtors amounts falling due within one year

Group Group Company

2011 2010 2011

£000 £000 £000

Trade debtors 26,584 17,842 -

Other debtors 15,317 10,195 -

Prepayments and accrued income 18,858 11,346 -

60,759 39,383 -

17 Debtors amounts falling due after one year

Group Group Company

2011 2010 2011

£000 £000 £000

Trade debtors 3,816 - -

Other debtors 6,243 5,162 -

Prepayments and accrued income 1,077 - -

Loan notes - - 652,057

Deferred tax (note 22) - - -

Amounts owed by group undertakings - - 530,413

Amounts owed by related parties - 210,492 -

11,136 215,654 1,182,470

The following unsecured discounted loan notes, receivable from a group undertaking were due at 31 December

2011:

Par value €636.6m

Book value at 31 December 2011 was €359.2m (£300.9m)

Discount rate 16.1%

Final redemption date 28 October 2015

Par value £557.9m

Book value at 31 December 2011 was £323.1m

Discount rate 16.1%

Final redemption date 26 August 2015

The following loan notes, including accrued interest, receivable from a group undertaking were due at 31 December

2011:

Par value €12.5m

Issued for €12.5m

Interest rate 16.2%

Book value at 31 December 2011 was €33.6m (£28.1m)



31 December 2011

28

Notes (continued)

18 Creditors: amounts falling due within one year

Group Group Company

2011 2010 2011

£000 £000 £000

Bank loans and overdrafts - 6,200 -

Trade creditors 56,998 37,865 -

Finance leases 3,161 2,738 -

Other creditors including taxation and social

security

21,488

27,085

-

Corporation tax 5,454 5,413 -

Accruals and deferred income 82,391 58,902 102

169,492 138,203 102

Prior to the refinancing, interest was payable on the bank loan at LIBOR or EURIBOR plus a margin of between

2.75% and 4.13% (2010: between 1.50% and 4.13%) plus costs of between nil and 0.01%. Bank loans and

overdrafts due within one year are stated net of £nil (2010: £nil) of unamortised issue costs.

19 Creditors: amounts falling due after more than one year

Group Group Company

2011 2010 2011

£000 £000 £000

Senior secured notes 467,504 - -

Bank loans and overdrafts - 275,169 -

467,504 275,169 -

Unamortised issue costs (19,175) (7,783) (3,016)

448,329 267,386 (3,016)

Finance leases 36,841 31,346 -

Loan notes - 566,330 -

Other creditors, accruals and deferred income 44,089 11,208 -

Amounts owed to group undertakings - - 705,335

Amounts owed to related parties - 45,692 -

529,259 921,962 702,319

In May 2011, a refinancing was successfully completed and senior secured notes totalling £475m equivalent were

issued, the proceeds of which were partly used to repay in full the existing bank debt. The Sterling element of the

senior secured notes (£300m) is at a fixed interest rate of 9.00% and, to hedge the Euro element (€200m) which is at

floating rates, a three year interest rate swap is in place to fix the effective total rate to 9.07%. All the senior secured

notes are scheduled to mature on August 1, 2018. They are listed on the Luxembourg Stock Exchange and traded

on the Euro MTF Market. The senior secured notes are secured by liens over the assets of certain group companies.

The asset classes secured, which vary by jurisdiction, include share capital, material bank accounts and other

material assets. As part of the refinancing, a £90m revolving credit facility (“RCF”) was also put in place. It is

available until May 2017 and secured in a similar way to, whilst receiving priority over, the senior secured notes.

The draw down on the RCF was £nil at the current year-end.

Prior to the refinancing, interest was payable on the bank loans at LIBOR or EURIBOR plus a margin of between

2.75% and 4.13% (2010: between 1.50% and 4.13%) plus costs of between nil and 0.01%.

The aggregate amount of loan notes issued to a related party included in creditors falling due after more than one

year is £nil (2010: £566,330,000). This is the net book value based on the aggregate issued amounts of £nil (2010:

£223,078,000) plus interest accrued of £nil (2010: £343,252,000).



31 December 2011

29

Notes (continued)

19 Creditors: amounts falling due after more than one year (continued)

The maturity profile of the Group’s senior secured notes, bank and other borrowings (excluding preference shares)

at 31 December was as follows:

2011 2010

Group £000 £000

Within 1 year, or on demand 3,161 8,938

Within one to two years 6,067 10,529

Within two to five years 9,073 175,440

Over five years 489,205 465,098

507,506 660,005

Un-amortised issue costs (19,175) (7,783)

488,331 652,222

Finance leases

Future minimum payments under finance leases are as follows:

2011 2010

Group £000 £000

Within 1 year 3,161 2,738

Within one to five years 15,140 10,644


Total gross payments 40,001 34,084

20 Derivatives and other financial instruments

Short-term debtors and creditors are excluded from the disclosures relating to derivatives and other financial

instruments. There is no material difference between the fair value of financial assets and liabilities and the carrying

value in the balance sheet.

Financial assets

Financial assets comprise cash at bank and in hand and are held in Sterling and Euro. Interest is earned on cash at

bank at floating interest rates linked to short-term bank deposit rates.

Financial liabilities

The Group borrows in the desired currencies at both fixed and floating rates of interest. Interest rate hedging

contracts (swaps) are used to generate the desired interest profile to manage the Group’s exposure to interest rate

fluctuations. The Group’s policy is to maintain fixed interest rates, by means of hedging contracts, covering

between 50% and 100% of the senior secured notes. At the year-end approximately 100% of the Group’s senior

secured notes were at fixed rates after taking into account interest rate swaps. For Sterling denominated loans the

fixed rate was 9.00% and for Euro denominated loans a fixed rate of 9.07%.

There are no unrecognised gains or losses relating to interest rate swaps.



31 December 2011

30

Notes (continued)

21 Provisions for liabilities and charges

Lease

provisions

& other

At the beginning of the year 65,527

Arising on acquisitions in the current year (see note 31a) 7,134

Utilised (8,233)

Unwinding of discount on provision 3,845

Charged to the profit and loss account 46

Exchange differences (980)

At the end of year 67,339

Provision has been made for lease commitments on certain leasehold properties based on the expected exposure.

The amount provided is based either on the future rental obligations (discounted by 7.5%, based on property yields),

net of anticipated operating profit from trading (discounted by 10.0%, based on cost of capital), or management’s

best estimate of the expected exposure. Provision has been made for the remaining period of the leases identified,

subject to a maximum of 25 years, after which the directors consider the impact of discounting upon the rental and

trading projections renders them immaterial.

22 Deferred tax

The deferred tax asset recognised (note 17) is:

Group Group Company

2011 2010 2011

£000 £000 £000

Accelerated capital allowances - - -

Other timing differences - - -

Un-utilised losses - - -

- - -

The potential amounts of deferred tax asset not recognised are:

Group Group Company

2011 2010 2011

£000 £000 £000

Accelerated capital allowances 9,776 9,799 -

Other timing differences 16,181 12,713 -

Un-utilised losses 93,964 73,838 -

119,921 96,350 -



31 December 2011

31

Notes (continued)

23 Called up share capital

2011 2010

£000 £000

Allotted, called up and fully paid

62,100 (2010: 10,100) Ordinary shares of £1 each 62 10

14,737,024 (2010: 14,737,024) Ordinary shares of €1 each 12,343 12,564

34,661,352 (2010: 34,661,352) Preference shares of £1 each 34,661 34,661

69,998,017 (2010: 69,998,017) Preference shares of €1 each 58,625 59,674

105,691 106,909

On 5 May 2011, Odeon & UCI Bond Midco Limited was incorporated with an initial share capital of £50,000. As

the Company was formed after 1 October 2009, under regulations introduced by the Companies Act 2006, no

authorised share capital is required. On 24 May 2011, the Company acquired Cicero Holdings Limited (“CHL”)

and Lucius Holdings Limited (“LHL”) with the consideration settled by the issuing of 10,100 Ordinary shares of £1

each, 14,737,024 Ordinary shares of €1 each, 34,661,352 Preference shares of £1 each and 69,998,017 Preference

shares of €1 each. At the same time, the Company acquired amounts due from CHL and LHL with the

consideration settled by the issuing of 2,000 Ordinary shares of £1 each giving rise to share premium of

£443,404,000.

The 2010 comparatives relate to Cicero Holdings Limited and Lucius Holdings Limited.

The principal terms of the shares are described below.

Income

Any profits which the Company may determine to distribute in respect of any financial year shall belong to and be

distributed amongst the holders of the Preference Shares and the holders of the Ordinary Shares as follows:

(a) firstly, to the extent that the holders of Preference Shares have not then received the preferred participation of

such shares, in paying to the holders of the Preference Shares the amount by which the aggregate amount previously

paid by the Company to the holders of the Preference Shares (in that capacity) is less than the preferred participation

of such shares. To the extent that the profits that the Company determines to distribute are less than the aggregate

preferred participation of all of the Preference Shares, such profits shall be applied among the holders of the

Preference Shares pro rata to the respective preferred participation of the Preference Shares held by them.

(b) after payment of the preferred participation to the holders of the Preference Shares, the aggregate amount of

profits resolved to be distributed (or balance of them) shall be paid to the holders of Ordinary Shares as nearly as is

practicable pro rata to the amounts paid up on their Ordinary Shares.

No dividend or other distribution shall be declared or paid by the Ordinary Shares unless or until the Company shall

have paid to the holders of the Preference Shares, the aggregate preferred participation of all of the Preference

Shares. No dividend or distribution shall be declared or paid on any Preference Shares in excess of the preferred

participation of that share. The preferred participation in relation to the Preference Shares is 11% per annum.

Voting rights

Ordinary Shares shall confer on each holder thereof (in that capacity) the right to receive notice of and to attend,

speak and vote at all general meetings of the Company;

On a show of hands every holder of an Ordinary Share who is present in person or by proxy (or being a corporation

is present by a representative) shall have one vote, and on a poll every holder of an Ordinary Share who is present in

person or by a proxy (or being a corporate is present by a representative) shall have one vote for every Ordinary

Share; and

Preference Shares shall confer on each holder thereof (in that capacity) the right to receive notice of and to attend

and speak at all general meetings of the Company but shall not confer any right (in that capacity) to vote thereat.



31 December 2011

32

Notes (continued)

23 Called up share capital (continued)

Redemption

The Preference Shares are not redeemable.

Capital

On a return of capital on liquidation, dissolution or winding up of the Company either voluntary or involuntary or

other return of capital, the surplus assets of the Company remaining after the payment of its liabilities (the

“Surplus”) shall be applied as follows:

(a) first, to the extent that the holders of the Preference Shares have not received the preferred participation of each

Preference Share held by them, in paying to the holders of the Preference Shares the amount by which the aggregate

amount previously paid by the Company to the holders of the Preference Shares (in that capacity) is less than the

preferred participation of each Preference Share held by them and if the surplus is less than the aggregate preferred

participation of all of the Preference Shares, the surplus shall be applied among the holders of the Preference Shares

pro rata to the respective preferred participations of the Preference Shares held by them; and

(b) the balance (if any) of the surplus remaining after the payments above shall belong to the holders of the Ordinary

Shares according to the amounts paid on the nominal amount thereof.

24 Reserves

Group

Profit

and loss

account

£000

At beginning of the year (436,731)

Loss for the year (65,380)

Actuarial pension scheme loss recognised (note 27) (1,675)

Effect of pension asset limit on above (1,659)

Deferred tax on pension loss 452

Deferred tax on effect of pension asset limit 448

Deferred tax change in rate (28)


Dividends -

At the end of year (515,197)

Company

Profit

and loss

account

£000

At beginning of the year -

Profit for the year 53,177


Dividends -

At the end of year 36,643



31 December 2011

33

Notes (continued)

25 Notes to cash flow statement

(a) Net cash flow from operating activities 2011 2010

£000 £000

Operating profit 25,603 26,005

Depreciation 57,619 45,090

Amortisation of goodwill and intangibles 9,689 9,679

Increase in stock (970) (1,496)

(Increase) / decrease in debtors (14,818) 1,921

Decrease in provisions (10,609) (9,887)

Increase / (decrease) in creditors 547 (5,740)

Net cash inflow from operating activities 67,061 65,572

(b) Net debt Balance at

31 December

2010

Cashflow

Other

non-cash

movements

Exchange

Balance at

31 December

2011

£000 £000 £000 £000 £000

Net cash:

Cash at bank and in hand 36,277 37,875 - (1,149) 73,003

Debt:

Debt falling due within one year (6,200) 6,200 - - -

Debt falling due after more than one year (833,716) (175,776) 563,428 (2,265) (448,329)

Finance leases (34,084) 2,121 (8,349) 310 (40,002)

Net debt (837,723) (129,580) 555,079 (3,104) (415,328)

Non-cash movements are primarily finance charges accrued on the loan notes and the impact of the refinancing, the

amortisation of issue costs and finance leases arising on acquisition.

(c) Reconciliation of net cash flow to movement in net debt 2011 2010

£000 £000

Increase / (decrease) in net cash in the period 37,875 (21,061)

Cash (inflow) / outflow from (increase) / decrease in debt (167,455) 14,359

Non cash movement 555,079 (78,550)

Translation difference (3,104) 14,701

Movement in net debt in the year 422,395 (70,551)

Net debt at end of previous period (837,723) (767,172)

Net debt at end of year (415,328) (837,723)



31 December 2011

34

Notes (continued)

26 Financial commitments

Group 2011 2010

£000 £000

Capital commitments

Contracted for but not provided 3,099 5,969

Operating commitments

At 31 December 2011 the Group was committed to making the following payments during the next year in respect

of operating leases: Land and

buildings

Land and

buildings

Group 2011 2010

£000 £000

Operating lease which expire:

Within one year 4,072 1,886

In two to five years 11,234 9,030


138,085 129,435

The Company had no capital or operating lease commitments at 31 December 2011 or at the preceding year-end.

27 Pension schemes

The Group operates or participates in two defined benefit schemes (the ABC Cinemas Limited Pension Scheme (the

"ABC plan") and the Optima 2 Pension Scheme (the "Optima 2 plan")) and one defined contribution scheme (the

Odeon DC Stakeholder Pension Scheme). Assets of the schemes are held separately from those of the Group in

independently administered funds.

Defined benefit schemes

Both the ABC plan and the Optima 2 plan are closed to new members. The ABC plan is closed to future accrual

from 1 November 2009. The Optima 2 plan is closed to future accrual from 1 January 2009. The latest full

actuarial valuation for the ABC plan was carried out as at 30 April 2009 and was updated for FRS 17 purposes to 31

December 2011 by a qualified independent actuary. The latest full actuarial valuation for the Optima 2 plan was

carried out as at 31 December 2009 and was updated for FRS 17 purposes to 31 December 2011 by a qualified

independent actuary.

The major financial assumptions used by the actuaries were:

2011 2010 2009

ABC Plan

%

Optima 2

Plan %

ABC Plan

%

Optima 2

Plan %

ABC Plan

%

Optima 2

Plan %

Rate of increase in salaries 3.5 3.5 4.0 4.0 4.0 4.0

Rate of increase in pensions in

payment and deferred pensioners

-pre 6.4.1997 accrual 2.3 2.0 2.4 2.1 2.4 2.1

-post 6.4.1997 accrual 2.9 2.9 3.1 3.1 3.1 3.1

Discount rate applied to scheme

liabilities

4.9

4.9

5.6

5.6

5.7

5.7

Inflation assumption 3.0 3.0 3.2 3.2 3.2 3.2

The mortality assumptions are based on standard mortality tables which allow for future mortality improvements.

The assumptions are that a member currently aged 65 will live on average for a further 20.9 years (ABC Plan) and

for a further 21.7 years (Optima 2 Plan).

For a member aged 40 in 2011, retiring in 25 years time, the assumptions are that they will live on average for a

further 22.4 years after retirement (ABC Plan) and for a further 22.9 years after retirement (Optima 2 Plan).



31 December 2011

35

Notes (continued)

27 Pension schemes (continued)

The pension cost relating to the defined benefit schemes is assessed in accordance with the advice of independent

qualified actuaries using the projected unit method. As both the Optima 2 plan and ABC plan are closed to new

members and future accrual, the current service cost is nil. The Group made special deficit reduction contributions

of £919,000 (Optima 2 plan) and £1,157,000 (ABC plan). These rates are subject to review at future actuarial

valuations.

Scheme assets/ liabilities

The assets in the schemes and the expected rates of return were:

2011 2010 2009

Long-

term

rate of

return

expected

per

annum

Fair

Value–

ABC

Plan

Fair

Value–

Optima

2 Plan Total

Long-

term rate of return

expected

per annum

Fair

Value–

ABC Plan

Fair

Value–

Optima 2 Plan Total

Long-

term rate of return

expected

per annum

Fair

Value

– ABC Plan

Fair Value

–

Optima 2 Plan Total

% £000 £000 £000 % £000 £000 £000 % £000 £000 £000

Equities 6.6 6,434 11,895 18,329 7.5 7,127 13,171 20,298 8.25 6,300 15,964 22,264 Bonds 4.1 4,344 - 4,344 5.0 3,865 - 3,865 5.5 3,572 - 3,572

Gilts 3.1 15,661 11,381 27,042 4.0 11,669 8,637 20,306 4.5 10,654 5,136 15,790

Property 6.6 - 2,218 2,218 7.5 - 2,078 2,078 - - - - Other 0.5 146 115 261 0.5 103 52 155 0.5 215 92 307

Total 26,585 25,609 52,194 22,764 23,938 46,702 20,741 21,192 41,933

The Group employs a building block approach in determining the long-term rate of return on pension plan assets.

Historical markets are studied and assets with higher volatility are assumed to generate higher returns consistent

with widely accepted capital market principles. The assumed long-term rate of return on each asset class is set out

within this note. The overall expected rate of return on assets is then derived by aggregating the expected return for

each asset class over the actual asset allocation.

The fair value of the schemes’ assets, which are not intended to be realised in the short term and may be subject to

significant change before they are realised, and the present value of the schemes’ liabilities, which are derived from

cash flow projections over long periods and thus inherently uncertain, were:

2011 2010 2009

ABC

Plan

Optima

2 Plan Total

ABC

Plan

Optima 2

Plan Total

ABC

Plan

Optima 2

Plan Total

£000 £000 £000 £000 £000 £000 £000 £000 £000

Total fair value of assets 26,585 25,609 52,194 22,764 23,938 46,702 20,741 21,192 41,933

Present value of scheme liabilities (22,310) (27,013) (49,323) (20,148) (24,391) (44,539) (20,350) (24,459) (44,809)

Effect of asset limit (4,275) - (4,275) (2,616) - (2,616) - - -

Surplus/(deficit) in the scheme-

pension liability - (1,404) (1,404) - (453) (453) 391 (3,267) (2,876) Related deferred tax assets - 351 351 - 122 122 (110) 915 805

Net pension surplus/(liability) - (1,053) (1,053) - (331) (331) 281 (2,352) (2,071)



31 December 2011

36

Notes (continued)


Changes to the present value of the defined benefit obligation during the year

2011 2010

ABC

Plan

Optima 2

Plan

Total

ABC

Plan

Optima 2

Plan

Total

£000 £000 £000 £000 £000 £000

Opening defined benefit obligation 20,148 24,391 44,539 20,350 24,459 44,809

Current service cost - - - - - -

Interest cost 1,074 1,325 2,399 1,114 1,360 2,474

Contributions by scheme participants - - - - - -

Actuarial loss / (gain) on scheme liabilities 2,060 2,028 4,088 (503) (826) (1,329)

Net benefits paid out (972) (731) (1,703) (813) (602) (1,415)

Closing defined benefit obligation 22,310 27,013 49,323 20,148 24,391 44,539

Changes to the fair value of scheme assets during the year

2011 2010

ABC

Plan

Optima 2

Plan

Total

ABC

Plan

Optima 2

Plan

Total

£000 £000 £000 £000 £000 £000

Opening fair value of scheme assets 22,764 23,938 46,702 20,741 21,192 41,933

Expected return on scheme assets 1,205 1,501 2,706 1,203 1,557 2,760

Actuarial gain / (loss) on scheme assets 2,431 (18) 2,413 705 1,051 1,756

Contributions by the employer 1,157 919 2,076 928 740 1,668

Contributions by scheme participants - - - - - -

Net benefits paid out (972) (731) (1,703) (813) (602) (1,415)

Closing fair value of scheme assets 26,585 25,609 52,194 22,764 23,938 46,702

Upon recommendation from the actuaries, the Group has agreed to make additional annual contributions to the ABC

plan of £1,157,000 per annum until 30 April 2016, and additional annual contributions of £1,000,000 per annum

until 31 March 2016 to the Optima 2 plan.



31 December 2011

37

Notes (continued)


The movement in the deficit on the schemes is shown below:

Movement in deficit during the year 2011 2010

ABC

Plan

Optima 2

Plan

Total

ABC

Plan

Optima 2

Plan

Total

£000 £000 £000 £000 £000 £000

Surplus / (deficit) in scheme at the beginning

of the year - (331) (331) 281 (2,352) (2,071)

Current service cost - - - - - -

Contributions paid 1,157 919 2,076 928 740 1,668

Other finance income 131 176 307 89 197 286

Actuarial gain / (loss) 371 (2,046) (1,675) 1,208 1,877 3,085

Effect of asset limit (1,659) - (1,659) (2,616) - (2,616)

Deferred tax - 229 229 110 (793) (683)

Surplus/(deficit) in the scheme at end of year - (1,053) (1,053) - (331) (331)

Analysis of amount charged to operating profit

2011 2010

ABC

Plan

Optima 2

Plan

Total

ABC

Plan

Optima 2

Plan

Total

£000 £000 £000 £000 £000 £000

Current service cost and total operating

charge - - - - - -

Analysis of amounts included in other finance income

2011 2010

ABC

Plan

Optima 2

Plan

Total

ABC

Plan

Optima 2

Plan

Total

£000 £000 £000 £000 £000 £000

Expected return on pension scheme assets 1,205 1,501 2,706 1,203 1,557 2,760

Interest on pension scheme liabilities (1,074) (1,325) (2,399) (1,114) (1,360) (2,474)

131 176 307 89 197 286

Analysis of amount recognised in statement of total recognised gains and losses

2011 2010

ABC

Plan

Optima 2

Plan

Total

ABC

Plan

Optima 2

Plan

Total

£000 £000 £000 £000 £000 £000

Actual return less expected return on

pension scheme assets 2,431 (18) 2,413 705 1,051 1,756

Experience losses arising on the scheme

liabilities - - - - (1,133) (1,133)

Change in actuarial assumptions (2,060) (2,028) (4,088) 503 1,959 2,462

Actuarial gain / (loss) recognised in

statement of total recognised gains and

losses

371 (2,046) (1,675) 1,208 1,877 3,085



31 December 2011

38

Notes (continued)


History of experience gains and losses

ABC Plan

2011

£000

2010

£000

2009

£000

2008

£000

2007

£000

Difference between the expected and actual return on scheme

assets:

Amount (£000s) (2,431) (705) (1,118) (3,247) 56

Percentage of year end scheme assets (9.1%) (3.1%) (5.4%) (17.5%) 0.3%

Experience gains and losses on scheme liabilities:

Amount (£000s) - - 365 (9) 25

Percentage of year end present value of scheme liabilities 0.0% 0.0% 1.8% (0.1%) 0.1%

Total amount recognised in statement of total recognised gains

and losses:

Amount (£000s) 371 1,208 306 (2,028) 1,662

Percentage of year end present value of scheme liabilities 1.7% 6.0% 1.5% (10.6%) 8.3%

Optima 2 Plan

2011

£000

2010

£000

2009

£000

2008

£000

2007

£000

Difference between the expected and actual return on scheme

assets:

Amount (£000s) 18 (1,051) (2,938) (6,352) (1,373)

Percentage of year end scheme assets 0.1% (4.4%) (13.9%) (37.2%) (6.4%)

Experience gains and losses on scheme liabilities:

Amount (£000s) - (1,133) 34 7 (711)

Percentage of year end present value of scheme liabilities 0.0% (4.6%) 0.1% 0.0% (3.2%)

Total amount recognised in statement of total recognised gains

and losses:

Amount (£000s) (2,046) 1,877 1,104 (4,773) 1,319

Percentage of year end present value of scheme liabilities (7.6%) 7.7% 4.5% (21.6%) 5.9%

Defined contribution schemes

The pension charge in respect of the Odeon DC Stakeholder Pension Scheme is equal to the contributions payable

during the year ended 31 December 2011 of £1,076,000 (2010: £1,098,000). As at 31 December 2011 there were

£nil (2010: £84,000) outstanding contributions to be made to the Odeon DC Stakeholder Pension Scheme.

28 Contingent liabilities

At 31 December 2011 certain group companies acted as guarantors under the terms of the £475m equivalent senior

secured notes and the £90m revolving credit facility. Certain group companies also acted as guarantors of rent and

other payments for other group companies.



31 December 2011

39

Notes (continued)

29 Ultimate parent undertaking and controlling party

The directors regard Terra Firma Holdings Limited, a company registered in Guernsey, as the ultimate parent entity.

The ultimate controlling party is Guy Hands.

30 Related parties

The Company has taken advantage of the exemption granted by FRS 8, Related Party Disclosures, not to disclose

transactions with group entities where 100% of the voting rights are controlled within the group.

Terra Firma Investments (GP) 2 Limited, acting as general partner of the six limited partnerships which constitute

the Terra Firma Capital Partners II Fund, Terra Firma Capital Partners II LP-H, TFCP II Co-Investment 2 LP and

TFCP II Co-Investment 2A LP (“Terra Firma”), has the ability to exercise a controlling influence over the Company

through the holding of shares in a parent of the Company. The directors therefore consider it to be a related party.

Odeon and UCI Cinemas Group Limited (“OUCGL”) was the immediate parent prior to the refinancing, and the

directors therefore consider it to be a related party. Unsecured loan notes, including interest accrued, of £nil (2010:

£566,330,000) were held by OUCGL at 31 December 2011. Interest of £34,987,000 (2010: £78,550,000) in relation

to these notes was charged during the year.

A loan, including interest accrued, of £nil (2010: £45,692,000) was payable to OUCGL at 31 December 2011.

Interest of £1,042,000 (2010: £2,492,000) in relation to this loan was charged during the year.

During April 2007, certain group companies entered into sale and leaseback arrangements in relation to freehold and

leasehold properties. Terra Firma has the ability to exercise a controlling influence over the companies with which

the sale and leaseback transactions took place through the holding of shares. The directors therefore consider them

to be related parties.

The companies to which the freehold and leasehold properties were sold (the “Propcos”) are listed below:

Odeon Banbury Ltd

Odeon Barnet Ltd

Odeon Beckenham Ltd

Odeon Birmingham Ltd

Odeon Bournemouth (ABC) Ltd

Odeon Bournemouth (Odeon) Ltd

Odeon Canterbury Ltd

Odeon Chelmsford Ltd

Odeon Derby Ltd

Odeon Dudley Ltd

Odeon Esher Ltd

Odeon Gerrards Cross Ltd

Odeon Harrogate Ltd

Odeon Hastings Ltd

Odeon Holloway Ltd

Odeon Huddersfield Ltd

Odeon Lee Valley Ltd

Odeon Leicester Square Ltd

Odeon Muswell Hill Ltd

Odeon Preston Ltd

Odeon Putney Ltd

Odeon Richmond Hill Street Ltd

Odeon Richmond Red Lion Street Ltd

Odeon Streatham Ltd

Odeon Swiss Cottage Ltd

Odeon Tamworth Ltd

Odeon Taunton Ltd

Odeon Telford Ltd

Odeon Warrington Ltd

Odeon Weston-super-Mare Ltd

Odeon Worcester Ltd

The total consideration for the properties sold, excluding VAT, was £178,750,000. The consideration was partly

settled during May 2007 and in the same year the balance due from the Propcos was assigned to OUCGL. The

aggregate remaining balance due to the Group from OUCGL at 31 December 2011 was £nil (2010: £210,492,000),

including interest. The balance attracted interest at LIBOR plus a margin of 2.375%. Interest accrued during the

year was £2,973,000 (2010: £7,635,000).

The relevant trading companies within the Group entered into lease contracts with the Propcos. The amount payable

from the Group to the Propcos during the year was £11,636,000 (2010: £11,189,000). The terms of the leases are

between 25 and 30 years.



31 December 2011

40

Notes (continued)

31 a) Acquisitions in the current year

Fair values on acquisitions

During 2011, the Group acquired cinema businesses in Spain, Italy, Ireland and the UK. The aggregate

consideration and provisional fair value to Odeon & UCI Bond Midco Limited is shown below:

Book value of

assets acquired

Fair value

adjustments

Accounting

policy

adjustments

Provisional fair

value

£000 £000 £000 £000

Tangible fixed assets 42,434 (1,909) 2,052 42,577

Stock 378 - - 378

Debtors 9,444 (1) 137 9,580

Cash 3,101 - - 3,101

Creditors (15,117) - (2,727) (17,844)

Provisions (346) (6,787) (1) (7,134)

Net assets acquired 39,894 (8,697) (539) 30,658

Goodwill at cost (note 12) 91,011

121,669

Satisfied by:

Cash 115,553

Deferred consideration 3,833

Acquisition costs 2,283

121,669

The fair values contain provisional amounts which will be finalised in the 2012 financial statements when the

detailed acquisition investigation has been completed.

Fair value adjustments reflect impairment of tangible fixed assets and onerous lease provisions relating to two sites

in Spain and one in Italy.

Accounting policy adjustments primarily reflect fixed assets identified as being held under finance lease

arrangements.

Deferred consideration of £1.0m is due in 2012. The remaining £2.8m is payable in equal instalments over the

subsequent five years.

The 2011 acquisitions can be summarised as follows:

Previous operator Country Month Acquisition basis

UGC Spain May-11 100% of share capital and asset purchase

UGC Italy May-11 100% of share capital

Coliseo Spain May-11 Asset purchase

Entertainment Enterprises Ireland May-11 100% of share capital

Giometti Italy Jun-11 Asset purchase

Reel Cinemas UK Nov-11 100% of share capital



31 December 2011

41

Notes (continued)

31 b) Acquisitions in the prior year

Fair values on acquisitions

In December 2010, the Group acquired 100% of the share capital of companies containing three cinemas previously

operated by Pathe in Italy.

Provisional fair value

at 31 December 2010

Adjustments Revised fair value

£000 £000 £000

Tangible fixed assets 3,214 3,166 6,380

Stock 163 - 163

Debtors 2,005 - 2,005

Cash - - -

Creditors (2,966) - (2,966)

Net assets acquired 2,416 3,166 5,582

Goodwill at cost (note 12) 15,142 (2,990) 12,152

17,558 176 17,734

Satisfied by:

Cash 16,198 1,382 17,580

Deferred consideration 1,278 (1,278) -

Acquisition costs 82 72 154

17,558 176 17,734

The detailed acquisition investigation was completed during 2011, with the fair value of the tangible fixed assets

being assessed and adjusted for as shown above.

Additionally, during 2011, the group paid the deferred consideration, settled purchase price adjustments arising

from contractual obligations and incurred additional acquisition costs.



31 December 2011

42

Notes (continued)

32 Reconciliation of movement in shareholders’ deficit

Ordinary share

capital

Share

premium

Profit and

loss account

Total

Group £000 £000 £000 £000

Shares issued 52 443,404 - 443,456

Loss for the year - - (65,380) (65,380)

Actuarial pension scheme loss - - (1,675) (1,675)

Effect of pension asset limit on above - - (1,659) (1,659)

Deferred tax on pension loss - - 452 452

Deferred tax on effect of pension asset limit - - 448 448

Deferred tax change in rate - - (28) (28)

Dividends - - - -

Foreign exchange differences (1,270) - (10,624) (11,894)

Net increase in shareholders’ funds (1,218) 443,404 (78,466) 363,720

Shareholders’ deficit as at 31 December 2010 106,909 - (436,731) (329,822)

Shareholders’ funds as at 31 December 2011 105,691 443,404 (515,197) 33,898

Ordinary share

capital

Share

premium

Profit and

loss account

Total

Company £000 £000 £000 £000

Shares issued (note 23) 108,857 443,404 - 552,261

Profit for the year - - 53,177 53,177

Dividends - - -

Foreign exchange differences (3,166) - (16,534) (19,700)

Net increase in shareholders’ funds 105,691 443,404 36,643 585,738

Shareholders’ funds as at 31 December 2010 - - - -

Shareholders’ funds as at 31 December 2011 105,691 443,404 36,643 585,738

33 Post balance sheet events

There were no disclosable post balance sheet events prior to the date of approval of these financial statements.

directors’ report and financial statements · directors’ report and financial statements 31...

Documents