summary financials · of trading of the company’s shares on the trinidad and tobago stock...

Summary Financials

A n g o s t u r A H o l d i n g s l i m i t e d

20082008A n n uA l R e p o R t

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Summary Financials

AnnuAl RepoRt 20082

Notice of Meeting 3

Corporate Information 4

Chairman’s Report 5

Directors’ Report 8

Directors’ and Substantial Shareholdings / Board of Directors 9

Independent Auditor’s Report 10

Consolidated Balance Sheet 12

Consolidated Income Statement 14

Consolidated Statement of Changes in Equity 16

Consolidated Cash Flow Statement 18

Management Proxy Circular 20

Proxy Form in back

This is a summary of the financial statements for the Financial Year 2008.

To obtain a copy of the full report, please log on to our website

(www.angostura.com) or contact our Manager - Legal Services at 623-1841 ext. 123

or email [email protected].

You can also get a copy of the full report at our Annual General Meeting.

tAble of Contents

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3AnnuAl RepoRt 2008

notiCe of meet ing

NOTICE IS HEREBY GIVEN, that the Twenty Seventh Annual General Meeting of the Company will be held at the House of Angostura, Angostura Complex, Eastern Main Road, Laventille, Trinidad and Tobago, on Monday September 27th, 2010 at 9:00 a.m. for the for the following purposes:

Ordinary Business1. To receive, consider and approve the Report of the Directors, the Audited Financial

Statements of the Company for the financial year ended December 31st, 2008,

together with the report of the Auditors thereon.

2. To elect directors.

3. To ratify the appointment of Messrs. PricewaterhouseCoopers as auditors of the

Company for the period January 1, 2009 to December 31, 2009 and to ratify their

remuneration as fixed by the Directors.

By Order Of The Board

Lyn Patricia LopezSecretary

August 27th, 2010

Notes1. Every member entitled to attend and vote at the meeting is entitled to appoint a

proxy to attend and on a poll to vote in his place and such proxy need not be a

member of the company.

2. No service contracts not expiring or determinable within 10 years have been entered

into between the company and any of its directors.

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AnnuAl RepoRt 20084

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Company Secretary: Lyn Patricia Lopez, L.L.B.(Hons.). L.E.C., Counsel

Registered Office: Corner Eastern Main Road & Trinity Ave., Laventille, Trinidad & Tobago

E-mail:[email protected], Website: www.angostura.com

Registrar & Transfer Office:Angostura Holdings Limited

Corner Eastern Main Road & Trinity Ave., Laventille, Trinidad & Tobago

Auditors:PricewaterhouseCoopers

11-13 Victoria Avenue, Port of Spain, Trinidad & Tobago

Bankers:Republic Bank Limited

Promenade Centre, 72 Independence Square, Port of Spain, Trinidad & Tobago

RBTT Bank LimitedSt. Clair Place, 7-9 St. Clair Avenue , Port of Spain, Trinidad & Tobago

Citibank (Trinidad and Tobago) Limited12 Queen’s Park East, Port of Spain, Trinidad & Tobago

First Caribbean International Bank LimitedWarrens, St. Michael, Barbados

First Citizens Bank LimitedCorporate Banking Unit, 2nd Floor, Corporate Centre9 Queen’s Park East, Port of Spain, Trinidad & Tobago

Attorneys-at-Law:J. D. Sellier & Company

129 - 131 Abercromby Street, Port of Spain, Trinidad & Tobago

CorporAte informAtion

5AnnuAl RepoRt 2008

The consolidated financial statements for the year ended December 31, 2008 have

been, regrettably, materially impacted by post year end events involving C L Financial

Limited (CL Financial), which reflected a precarious financial position of our parent

company and other CL Financial subsidiaries and which in turn, impaired the

collectibility of circa $1,185M in receivables from the CL Financial Group. These well

documented financial challenges which confronted CL Financial placed Angostura

Holdings Limited (AHL/the Group) in an extremely difficult position. Significant

adjustments were required to provide for the resulting impairment losses as well as

provisions against balances due from our operating subsidiary companies in the USA

and Canada.

Recognising these provisions has resulted in a net loss for the year of $1,287M as

reported in the consolidated Income Statement as well as accumulated losses of

$307M and negative net shareholders’ equity of $121M as reported on the consolidated

Balance Sheet. As a consequence, the Board was not in a position to declare any

dividends for 2008.

Equally disappointing to the Board is that, despite our best efforts, our external auditors

have considered it necessary to issue a Disclaimer of Opinion in respect of the Group’s

consolidated Financial Statements on the sole basis of insufficient financial records for

one US based subsidiary namely Angostura Spirits and Wine Inc. (ASW), which in

management’s view is not material to the consolidated financial statements taken as a

whole. Our auditors have been unable to perform sufficient audit work in respect of

ASW to the extent required to provide reasonable assurance that its financial impact

was unlikely to be significant.

While management acknowledges that insufficient records were kept by ASW, various

documents collected in relation to its activities do not provide evidence that its

operations were material to the Group or that the Group is exposed to significant

liabilities in respect of it.

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CHAirmAn’s report

AnnuAl RepoRt 20086

Three significant points should be noted about ASW’s business affairs:

• ASW’sestimated2008turnoverrepresentedamere3%ofourconsolidatedgroup

revenue;

• Wehavetakenaprovisionof$13.6MforallknownandestimatedASWliabilities,

and;

• TradingactivitiesinASWhaveceasedin2010,andthebusinessisintheprocess

of being wound up.

The delay in issuing these financial results reflects the depth of accounting work

performed in order to fully establish the appropriate adjustments required to the

consolidated financial statements. The result of the extended delay was the suspension

of trading of the Company’s shares on the Trinidad and Tobago Stock Exchange

effective July 13, 2009, in the interest of shareholders and for the smooth and fair

operations of the stock market.

Against this troubled financial backdrop, our core trading activities were also carried

out in a deteriorating global economic environment. However, the Company moved

quickly in the second half of the year to cut administrative expenses and marketing

costs where possible, in order to curtail the downward trend in gross profits. The

initiatives implemented by the Company aided in preserving a positive operating

profit from core operations of $36M compared to $59M in the prior year.

The 2008 financial year should therefore be recognised by all stakeholders as a

watershed for the Angostura Group. Audit work on our 2009 consolidated financial

statements is ongoing. Our unaudited consolidated financial statements for the 6

month trading period to June 2010 will demonstrate both a turnaround signalled

by significantly reduced losses in 2009 (compared against 2008), and a return to

profitability in 2010.

It is clear that the turnaround strategy put in place by the Board and spearheaded

by our new Chief Executive Officer, Mr. Wayne Yip Choy, is stabilising the Group

towards restoration of financial health.

CHAirmAn’s report (Continued) :

7AnnuAl RepoRt 2008

In returning Angostura Holdings Limited to profitability, I hope you will share the

view of the Board that the future for the Angostura Group is a positive one. It will

remain the immediate focus of the Board and our dedicated Management Team to

restore a positive Shareholders’ equity in the shortest possible timeframe. We thank

all Stakeholders for your continued patience as the rebuilding work continues and we

look forward to the future with optimism.

Alison LewisDeputy Chairman

CHAirmAn’s report (Continued) :

AnnuAl RepoRt 20088

The Directors present their Report and Statement of Account for the year ended December 31st, 2008.

Financial Results for the Year $’000Loss attributable to shareholders (1,287,486)Retained Profit Adjustments 8,322Dividends on ordinary stock

Final Dividend paid 0¢ 0Interim paid - 0¢ 0

Sub Total (1,279,164)Retained profits from the previous year 972,169Retained profits at the end of the year (306,995)

DIVIDENDSThe Directors have not declared any dividends for the year.

DIRECTORS(a) Pursuant to paragraph 4.6.2 of By-Law No. 1 of the Company, Messrs. Vidia Doodnath, Marlon Holder, Carolyn John, Alison Lewis, Joseph Teixeira, Anthony Watkins and Wayne Yip Choy who were appointed to the Board since the last Annual Meeting, be and are hereby declared as Directors of the Company for a term until the close of the third Annual Meeting of the Company following each of his/her election or until his/her retirement.

AUDITORSTo ratify the appointment by the Board of the company’s auditors, Messrs. PricewaterhouseCoopers, who had expressed their willingness to continue in office from January 1st, 2009 until December 31st, 2009.

By Order Of The Board

Lyn Patricia LopezSecretaryAugust 27th, 2010

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direCtors’ report

9AnnuAl RepoRt 2008

Directors’ Shareholdings Dec. 31st, August 27th, 2008 2010Alison Lewis Nil Nil

Vidia Doodnath 2970 2970

Marlon Holder Nil Nil

Nicholas Inniss Nil Nil

Carolyn John Nil Nil

Joseph Teixeira Nil Nil

Fraser Thornton Nil Nil

Anthony Watkins Nil Nil

Wayne Yip Choy Nil Nil

Substantial Shareholders:

Rumpro Company Limited 92,551,212 92,551,212

Colonial Life Insurance Company (T&T) Limited 66,971,877 66,971,877

Asubstantialinterestmeans5%ormoreoftheissuedsharecapitalofthecompany.

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direCtors’ & subs tAntiAl sHAreHoldings

tHe boArd of direCtors As At Augus t 27tH, 2010

tHe boArd of direCtors As At deCember 31s t, 2008

OoAlison Lewis – Deputy Chairman

Fraser Thornton Nicholas InnissVidia Doodnath Joseph TeixeiraMarlon Holder Anthony WatkinsCarolyn John Wayne Yip Choy

Lawrence André Duprey (Chairman)Patrick Bhakti Patel Gabriel FariaNicholas Knolly Inniss Fraser ThorntonMichael Carballo Bosworth Monck

AnnuAl RepoRt 200810

Independent Auditor’s Report

To the shareholders Angostura Holdings Limited

We were engaged to audit the accompanying consolidated financial statements of

Angostura Holdings Limited and its subsidiaries (the “Group”), which comprise the

consolidated balance sheet as at December 31, 2008, and the consolidated income

statement, consolidated statement of changes in equity and consolidated cash flow

statement for the year then ended, and a summary of significant accounting policies

and other explanatory notes.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these

consolidated financial statements in accordance with International Financial Reporting

Standards. This responsibility includes: designing, implementing and maintaining

internal control relevant to the preparation and fair presentation of financial statements

that are free from material misstatement, whether due to fraud or error; selecting and

applying appropriate accounting policies; and making accounting estimates that are

reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements

based on conducting the audit in accordance with International Standards on Auditing.

Because of the matter described in the basis for disclaimer of opinion paragraph,

however, we were not able to obtain sufficient appropriate audit evidence to provide

a basis for an audit opinion.

Basis for disclaimer of opinion

Management was unable to provide comprehensive and comparative accounting

records of Angostura Spirits and Wine Inc, a wholly owned subsidiary of Angostura

Holdings Limited, for consolidation into the Group results. As explained in Note

11AnnuAl RepoRt 2008

4.2, the financial results of Angostura Spirits and Wine Inc were not consolidated

in accordance with International Accounting Standard 27 (IAS 27) - Consolidated

And Separate Financial Statements. This investment is accounted for on a cost basis

and provisions recorded for potential losses which may arise from its operations.

Under International Financial Reporting Standards, the subsidiary should have been

consolidated by combining the financial statements of the subsidiary and the parent

on a line by line basis. Had Angostura Spirits and Wine Inc been consolidated,

many elements in the accompanying financial statements may have been materially

affected.

There were no satisfactory audit procedures that we could have performed to obtain

reasonable assurance that all transactions of the entity were properly recorded and

the financial year to which these transactions relate. As a result, we were unable to

determine whether any adjustments would be required in respect of any consolidated

assets, liabilities, commitments and contingencies of the entity, and the related elements

making up the consolidated statements of income, changes in equity and cash flows

for the year ended December 31, 2008, the comparative year ended December 31,

2007 or any prior periods.

Disclaimer of opinion

Because of the significance of the matter described in the basis for disclaimer of

opinion paragraph, we have not been able to obtain sufficient appropriate audit

evidence to provide a basis for an audit opinion. Accordingly, we do not express an

opinion on the consolidated financial statements.

PricewaterhouseCoopersPort of Spain

Trinidad, West Indies

July 30, 2010


As at December 31

2008$’000

2007$’000

(Restated)

ASSETS

Non-current assets

Property, plant and equipment 396,512 538,762

Intangible assets 668 286

Available-for-sale financial assets 58,439 138,985

Loans receivable -- 232,599

Retirement benefit asset – Pension benefit 29,747 28,961

Cash in escrow 1,618 20,220

Deferred income tax asset 18,827 19,461

505,811 979,274

Current assets

Held-for-sale financial assets -- 348,181

Inventories 217,967 217,187

Trade and other receivables 251,399 769,463

Cash and cash equivalents 67,098 22,299

536,464 1,357,130

Total assets 1,042,275 2,336,404

Consolidated Balance Sheet(Presented in Trinidad and Tobago dollars)


The notes to these consolidated financial statements, which are an integral part of these consolidated financial statements, can be located on the Company’s website www.angostura.com.

As at December 31

2008$’000

2007$’000

(Restated)EQUITY AND LIABILITIESShareholders’ equityShare capital 118,558 118,558Other reserves 58,884 111,884Retained earnings (306,995) 972,169

(129,553) 1,202,611

Minority interest 8,335 8,000

Total equity (121,218) 1,210,611

Liabilities Non-current liabilitiesBorrowings 190,222 28,349Deferred income tax liability 36,336 33,496Other non-current liabilities 17,528 40,962

244,086 102,807

Current liabilitiesTrade and other payables 220,285 231,007Taxation payable 456 1,441Borrowings 698,666 790,538

919,407 1,022,986

Total liabilities 1,163,493 1,125,793

Total equity and liabilities 1,042,275 2,336,404

Director: Director:

Consolidated Balance Sheet (continued)(Presented in Trinidad and Tobago dollars)


Consolidated Income Statement(Presented in Trinidad and Tobago dollars)

Year ended December 31

2008$’000

2007$’000

(Restated)

Sales 633,918 679,384

Cost of goods sold (357,445) (380,038)

Gross profit 276,473 299,346

Selling and marketing costs (149,520) (151,779)

Administrative expenses (90,540) (88,009)

36,413 59,558

Finance costs (121,003) (242,545)

Finance income 28,261 39,212

Other (expense)/ income (1,072,262) 100,192

Fair value losses (152,253) (63,829)

Group loss before tax (1,280,844) (107,412)

Share of results of associate and joint ventures before tax

-

(18,682)

Loss before taxation (1,280,844) (126,094)

Taxation (6,307) (4,826)

Loss for the year (1,287,151) (130,920)



Consolidated Income Statement (continued)(Presented in Trinidad and Tobago dollars)


2008$’000

2007$’000

(Restated)

Attributable to:

Equity holders of the Company (1,287,486) (131,052)

Minority interest 335 132

(1,287,151) (130,920)

Earnings per share for losses attributable to the equity holders of the Company during the year:

- Basic ($6.25) ($0.64)

- Diluted ($6.25) ($0.64)


Consolidated Statement of Changes in Equity(Presented in Trinidad and Tobago dollars)

Attributable to equity holders of the Company

Share capital

Other reserves

Retained earnings

Minority interest Total equity

$’000 $’000 $’000 $’000 $’000

Balance at January 1, 2008 118,558 111,884 972,169 8,000 1,210,611

Depreciation on revalued assets - (405) 405 - -

Revaluation of investments - (44,886) - - (44,886)

Currency translation differences - (217) 425 - 208

Other reserve movements - (7,492) 7,492 - -

Net income / (expenses) recognised directly in equity

- (53,000) 8,322

- (44,678)

Loss for the year - - (1,287,486) 335 (1,287,151)

Total recognised income / (expenses) for 2008

- (53,000) (1,279,164) 335 (1,331,829)

Dividends paid - - - - -

Balance at December 31, 2008 118,558 58,884 (306,995) 8,335 (121,218)


Consolidated Statement of Changes in Equity (c’td.)(Presented in Trinidad and Tobago dollars)


Attributable to equity holders of the Company

Share capital

Other reserves

Retained earnings

Minority interest Total equity

$’000 $’000 $’000 $’000 $’000

Balance at January 1, 2007 (before restatement) 118,558 68,928 1,104,968 8,064 1,300,518

Prior year adjustment for capitalisation of casks - - 8,162 - 8,162

Re-stated balance at January 1, 2007

118,558

68,928

1,113,130

8,064

1,308,680

Depreciation on revalued assets - (405) 405 - -

Other movements in subsidiary - - - (196) (196)

Revaluation of investments - 43,361 - - 43,361

Net income/(expense) recognised directly in equity

- 42,956 405 (196) 43,165

Loss for the year - - (131,052) 132 (130,920)

Total recognised income/ (expenses) for 2007

- 42,956 (130,647) (64) (87,755)

Dividends paid - - (10,314) - (10,314)

Balance at December 31, 2007 118,558 111,884 972,169 8,000 1,210,611


Consolidated Cash Flow Statement(Presented in Trinidad and Tobago dollars)


2008$’000

2007$’000

Cash used in operations (359,115) (122,673)

Interest paid (127,391) (240,864)

Corporation tax paid (4,509) (3,806)

Retirement benefits paid (111) (197)

Dividends paid - (3,032)

Net cash used in operating activities (491,126) (370,572)

Cash flows relating to investing activities

Proceeds on disposal of property, plant and equipment

14,152

1,133

Proceeds on sale of subsidiary 54,000 168,795

Proceeds on disposal of investments -- 1,057,445

Additions to property, plant and equipment (33,254) (28,811)

Additions to available-for-sale financial assets (19,299) (90,649)

Additions to intangibles (543) (26)

Dividends received 135 649

Interest received 28,126 38,112

Decrease in other assets 352,982 154,817

Decrease in other liabilities (29,667) (94,779)

Net cash from investing activities 366,632 1,206,686


Consolidated Cash Flow Statement (continued)(Presented in Trinidad and Tobago dollars)


2008$’000

2007$’000

Cash flows relating to financing activities

Loan proceeds 821,635 5,563,371

Repayment of loans (667,127) (6,497,124)

Net cash from/(used in) financing activities 154,508 (933,753)

Increase/(decrease) in net cash 30,014 (97,639)

Net cash balances at January 1 (7,567) 90,072

Net cash balances at December 31 22,447 (7,567)



Republic of Trinidad and TobagoThe Companies Act, 1995 (Section 144)

1. Name of Company: ANGOSTURA HOLDINGS LIMITED. Company No. A-719(C).

2. Particulars of Meeting: Twenty-seventh Annual Meeting of the Company to be held on Monday September

27th, 2010 at 9:00 a.m. at the House of Angostura, Angostura Complex, Eastern Main Road, Laventille, Trinidad.

3. Solicitation: It is intended to vote the Proxy solicited hereby (unless the Shareholder directs

otherwise) in favour of all resolutions specified therein.

4. Any Director’s statement submitted pursuant to Section 76 (2): No statement has been received from any Director pursuant to Section 76 (2) of

the Companies Act, 1995.

5. Any Auditor’s statement submitted pursuant to Section 171 (1): No statement has been received from the Auditors of the Company pursuant to

Section 171 (1) of the Companies Act, 1995.

6. Any Shareholder’s proposal submitted pursuant to Sections 116 (a) and 117 (2):

No statement has been received from Shareholder pursuant to Sections 116 (a)

and 117 (2) of the Companies Act, 1995.

Date Name and Title Signature August 27th, 2010 Lyn Patricia Lopez

Secretary

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Proxy Form

I/We the undersigned, being a shareholder (s) of Angostura Holdings Limited, hereby appoint

..............................................……….……………………………..…………..…............……....…………..…………..……

of ………………………….………………….…………......................….……………............................……….…………….

Or failing him/her, the Chairman of the meeting, as my proxy to vote for me and on my behalf at

the Annual General Meeting of the Company, to be held on Monday September 27th, 2010 at 9:00

a.m. and any adjournment thereof.

Ordinary Business For Against

Resolution 1: To receive, consider and approve the Report of the Directors, the Audited Financial Statements of the Company for the financial year ended December 31st, 2008, together with the report of the Auditors thereon.

Resolution 2: That the following persons who were appointed to the Board since the last Annual Meeting, be and are hereby declared as Directors of the Company for a term until the close of the third Annual Meeting of the Company following each of his/her election or until his/her retirement in accordance with paragraph 4.6.2 of the Bye-Law No. 1 of the Company:

Resolution 2 (A) Vidia Doodnath

Resolution 2 (B) Marlon Holder

Resolution 2 (C) Carolyn John

Resolution 2 (D) Alison Lewis

Resolution 2 (E) Joseph Teixeira

Resolution 2 (F) Anthony Watkins

Resolution 2 (G) Wayne Yip Choy

Resolution 3: To ratify the appointment of Messrs. PricewaterhouseCoopers as auditors of the Company for the period January 1, 2009 to December 31, 2009 and to ratify their remuneration fixed by the Directors.

Signed this …………………………………….…….…….….. day of …………………….…………….………………. 2010

Signed:…………………………….…………….…………..............………………………….…………….....………….………....

Name:……………………….…………….……………………………………………….…………..........….………...................

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Notes:

1. Proxies should be deposited at the registered office of the company not less than forty eight

(48) hours before the meeting.

2. In the case of a Corporation, this proxy should be under its common seal or under the hand

of an officer or attorney so authorized in that behalf.

3. In the case of joint holders, the signature of any one of them will suffice, but all the holders

of shares must be named in the proxy.

Return to:

The SecretaryAngostura Holdings LimitedP.O. Box 62Port of SpainTRINIDAD AND TOBAGO

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Proxy Form (continued)

summary financials · of trading of the company’s shares on the trinidad and tobago stock...

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