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Investment for Growth for Investment Total Produce plc Total Annual Report and Accounts 2012 Investment for Growth Total Produce plc Annual Report & Accounts 2012 A Strong & Sustainable Business 2012 A Year of Global Growth Read about Frankort & Koning, our entry into the Read Capespan, Oppenheimer North American about our market new European In 2012 we continued to Pages 24 partnership on expand our global footprint and 25 Pages 14 and 15 Read about our South African investment Pages 18 and 19 Strategy Our Produce: Page 6 Strategy: Page 4 Total Produce 1 Annual Report 2012 We are Europe’s leading fresh produce provider involved in the growing, sourcing, importing, STRONG & packaging, marketing and distribution of hundreds SUSTAINABLE of lines of fresh fruits, vegetables and flowers. Overview Investment Investment: Page 8 Supply Chain: Page 2 Contents Overview Our Business 2 Strategy 4 Our Produce 6 Investment 8 Financial Summary (2006-2012) 10 Growth 12 Business Review Partner Profiles: Page 14 Highlights: Page 3 Partner Profile – Frankort & Koning 14 Chairman’s Statement 16 Partner Profile – Capespan 18 Operating Review 20 Partner Profile – Oppenheimer 24 Finance Review 26 Corporate Social Responsibility 33 Financial Statements Board of Directors and Secretary 34 Directors and Other Information 36 Directors’ Report 37 Corporate Governance Report 40 Audit Committee Report 44 Compensation Committee Report 45 Statement of Directors’ Responsibilities 50 Independent Auditor’s Report 51 Growth Financial Statements 52 Notice of Annual General Meeting 117 Growth: Page 12 Total Produce plc Annual Report and Accounts 2012 2 Our Business Our Supply Chain In a global industry, the route to market is all important. Total Produce’s influence across the fresh produce supply chain sets us apart; adding value, extracting cost, differentiating our produce and the service we provide. New Product Development Investing in innovation. Embracing change. Pursuing the different. Marketing Procurement Listening. Innovating. Delivering The most accomplished a competitive advantage. growers. The very best farms. The closest of relationships. Corporate Social Responsibility Agronomic Support Ethical trading. Environmental Best agricultural practices. Exacting awareness. Sustainable standards. On the ground production. Safe produce. resources. Superior produce. Total Produce Distribution Importation & The reach to deliver. The flexibility to Quality Assurance customise. The synergies to compete. Simplifying supply. Storage, Order Assembly, Meeting demand. Exceeding expectations. Quality Control Embracing technology. Extracting costs. Delivering efficiencies. Generating value. Total Produce plc Annual Report and Accounts 2012 3 Supply Chain Videos Highlights of the Year Scan the QR code below to take a three minute tour of the Total Produce Group. Revenue1 Adjusted EBITDA1 €2,811m €70.4m Overview 11.2% on prior year 17.8% on prior year Adjusted EBITA1 Adjusted EPS1 Scan here to see how innovations in logistics are reaping environmental and quality rewards in €54.6m 8.11 cent Total Produce Rotterdam. 21.4% on prior year 12.0% on prior year 1 Key performance indicators are defined on page 10 Shareholders’ Equity Dividend per Share (total) The above videos can be viewed on: € 18 7. 8 m 2.079 cent www.totalproduce.com. Search ‘Total 6.3% on prior year 10.0% on prior year Produce’ on the App Store or the Android Market to download our QR code reader. 2012 Revenue by Division 2012 Adjusted EBITA by Division Healthfoods & Healthfoods & Consumer Products Consumer Products Rest of the World 6% Rest of the World 4% Fresh Produce Fresh Produce 9% 9% Eurozone UK Fresh UK Fresh Fresh Eurozone Produce Produce Fresh Produce Produce 18% 37% 12% 46% Northern Europe Northern Europe Fresh Produce Fresh Produce 23% 36% Distribution Forward-looking statements Any forward-looking statements made in the annual report have been made in good 300m+ faith based on the information available as of the date of the report and are not guarantees of future performance. Actual results or developments may differ materially from the Cartons distributed expectations expressed or implied in this report, and the company undertakes no obligation to update any such statements whether as a result of new information, future events or otherwise. Outlined on page 38 of this report are important factors that could cause these developments or the Company’s actual results to differ materially from those expressed or implied in these forward-looking statements. Total Produce plc Annual Report and Accounts 2012 4 STRONG & SUSTAINABLE Strategy Our strategy is to grow the Group by capitalising on organic growth opportunities and by augmenting this organic growth with acquisitions: Acquisitions 1 Acquisition of 2 Completion of the a 50% interest in reorganisation of our Frankort & Koning investment in Capespan In March 2012, the Group completed South Africa the acquisition of a 50% interest in In January 2012, the Group increased the Frankort & Koning Group (F&K) its shareholding in the leading South for a consideration of up to €15.0m. African Produce Company, Capespan Headquartered in Venlo, the Netherlands, Group Limited to 25.3%. See pages F&K increases the Group’s presence in 18 to 19 for further details. the Netherlands, Germany and Poland. See pages 14 to 15 for further details. 3 Acquisition of up to 4 Acquisition of 70% 65% of the Oppenheimer of Total Produce Indigo Group in Canada In 2012, the Group acquired 70% Representing an important first step of a French company that was renamed into the North American market, on 7 Total Produce Indigo. This company, January 2013, the Group announced the based in the South of France, distributes completion of an agreement to acquire fresh produce to the retail sector. 65% of a leading North American fresh produce company, the Oppenheimer Group over a 5 year period. See pages 24 to 25 for further details. Total Produce plc Annual Report and Accounts 2012 5 Over the past number of years the Group entered a joint venture arrangement in the Netherlands, which operates a state of the art facility for the procurement, packaging and distribution of blueberries, strawberries, blackberries and raspberries. Overview Total Produce plc Annual Report and Accounts 2012 6 Our Produce 1 The ‘Incentive’ 2 Some of the blackberry developed best ideas are New Product Development and by Total Berry in the simplest. St. association with Plant Valentine’s themed, Innovation – Key Core Competencies Sciences Inc. – berries heart-shaped are larger, present strawberry punnets well for picking and launched in the UK in Differentiating our Produce Portfolio offer an excellent in February 2013. sweet flavour. 1 2 3 We market all major fruit categories including 1 New Product Development tropical fruit, deciduous, citrus, exotics alongside in Berries & Cherries Though new product development is not an equally extensive range of salads and vegetables. always associated with fresh produce, Total Berry’s partnership with Plant Sciences Inc. has positioned Other Citrus Total Produce at the very forefront of innovation Pineapple 8% 8% in modern plant cultivation. The berry sector is 2% one of the most dynamic in the fresh produce Exotics category and Total Berry is an industry leader. 5% Banana In 2012 the Total Produce UK specialist unit 14% introduced a number of new commercial Grape raspberry varieties including ‘Radiance’ and 6% ‘Grandeur’ and a very popular new blackberry variety ‘Incentive’. In developing new varieties, Total Berry is succeeding not only in customising Apples produce for local palates but also in extending Product & Pears range* 8% seasons and facilitating ‘local’ procurement for Stone and longer periods. soft fruit 15% A sister company, Total Cherry has pursued a similar path to differentiating product and service. In 2012 it entered into an exclusive agreement Vegetable/potato with Canada’s Okanagan Plant Improvement Corporation for the sole licence and production Tomato 12% of Staccato Cherries in the UK & Ireland. This 9% enables Total Cherry to offer superior growers, Salad retail partners and indeed the consumers the 13% latest producing cherry that can be grown in the UK, extending the British season. * Expressed as a percentage of Group Revenue. Total Produce plc Annual Report and Accounts 2012 7 3 Total Berry 4 Stocked TOP 5 A TOP branded Cranberry ‘Dry branded Smoothie prepared salad pack Harvesting System’ Pack display unit. TOP destined for the production in situ Smoothie preparation Swedish retail market. at the Mockbeggar videos can be viewed trial site in Kent (UK). on the Total Produce 5 consumer website, topfruit.com. Overview 4 6 6 Freshly picked 7 Our own ‘Chef’s Cut’ lettuce works its branded peeled way along a conveyor potatoes destined belt in the Vidinge for the Swedish Grönt salad retail market. preparation facility. Where We Source Vegetables Sourced in Ireland, Spain, France, Italy, UK, Mexico, South Africa, Egypt, Holland, Belgium, Morocco, Portugal, Israel, Kenya, Sweden, 7 Denmark, Germany, Guatemala, Lithuania, Estonia, Peru and Poland. New product development also affords 3 Chef’s Cut Prepared opportunities to extend the range of locally grown Produce in Scandinavia Deciduous products. By pioneering a new dry harvesting Following our investment in automated Sourced in France, Italy, UK, Holland, system in Kent (UK) whereby cranberry plants order assembly in Helsingborg in 2011, Belgium, China, South Africa, Chile, are grown in pots, much like strawberries, Total Produce Nordic opened a potato and Argentina, Brazil, New Zealand, the Total Berry has halved the typical time taken vegetable preparation facility on site. Catering United States and India. to establish the crop. After initial trials in 2012, for the food service sector throughout Sweden hopes of developing a commercially sustainable, and Denmark, the state of the art facility prepares Citrus indigenous UK cranberry crop are high. and packs potatoes and vegetables under the Sourced in Chile, Peru, Argentina, newly developed ‘Chef’s Cut’ brand. Brazil, South Africa, Morocco, Not all innovations, of course are inspired by Egypt, Greece, Spain, Israel and technological advances.
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