Purcari Wineries Public Company Limited Report And
Total Page:16
File Type:pdf, Size:1020Kb
PURCARI WINERIES PUBLIC COMPANY LIMITED REPORT AND SEPARATE FINANCIAL STATEMENTS for the year ended 31 December 2020 PURCARI WINERIES PUBLIC COMPANY LIMITED SEPARATE FINANCIAL STATEMENTS 31 December 2020 CONTENTS PAGE Board of Directors and other officers 3 Declaration of the Members of the Board of Directors and the person responsible for the preparation of the separate financial statements of the Company 4 Management Report 5-43 Independent auditor's report 44-48 Statement of profit or loss and other comprehensive income 49 Statement of financial position 50 Statement of changes in equity 51 Statement of cash flows 52 Notes to the financial statements 53-68 PURCARI WINERIES PUBLIC COMPANY LIMITED SEPARATE FINANCIAL STATEMENTS 31 December 2020 BOARD OF DIRECTORS AND OTHER OFFICERS Name Date of appointment Title Listing date (first appointment), Non-executive, Independent Monica Cadogan re-appointed by the AGM on 25 April 2019 Director Listing date (first appointment), Non-executive, Non-independent Vasile Tofan re-appointed by the AGM on 29 April 2020 Director Listing date (first appointment), Non-executive, Independent Neil McGregor re-appointed by the AGM on 25 April 2019 Director Executive, Non-independent Victor Bostan Listing date Director Executive, Non-independent Eugen Comendant Elected by the AGM on 29 April 2020 Director Chairman of the Board of Directors: Vasile Tofan, firstly elected by the Board of Directors to this position on 14 June 2018 and re-elected by the Board on 29 April 2020 Company Secretary: Inter Jura CY (Services) Limited Independent Auditors: KPMG Limited 14, Esperidon Street 1087 Nicosia Cyprus Registered office: 1, Lampousas Street 1095 Nicosia Cyprus Registration number: HE201949 3 PURCARI WINERIES PUBLIC COMPANY LIMITED MANAGEMENT REPORT MANAGEMENT REPORT 1. CORPORATE INFORMATION Purcari Wineries Plc (“Purcari”, “Group”, or “Company) is one of the largest wine groups in the Central and Eastern Europe (CEE) region. The Group manages circa 1.300 hectares of vineyards and operates four production platforms in Romania and Moldova, three of which are dedicated to wine production using grapes from own vineyards and from third-party suppliers and one dedicated to brandy production. In December 2020, the Group had over 700 employees in its four production platforms. The Group is the leader in the premium wine segment in Romania1, with a circa 30% segment share, and the largest wine exporter from Moldova, delivering to over 40 countries in Europe (Poland, Czech Republic, Slovakia, Ukraine, Scandinavian countries, UK, etc.), in Asia (China, Japan, South Korea) and in America (Canada and USA). Founded in 1827, Purcari is the most awarded winery from the CEE region at Decanter London 2015-2020 and among the highest ranked on Vivino, with an average score of 4.1 based on over 50,000 reviews. The Group has 3 wine brands across wide range of price segments in the still and sparkling wine categories, as well as a brand in the popular premium brandy segment: • Premium wine: Purcari (“True values don’t change with time. Since 1827”) is the Group’s flagship brand, dating back to 1827. It achieved its first international success in 1878, winning the gold medal at the Paris World Exhibition with Negru de Purcari. The Group is the most awarded CEE winery at Decanter London in 2015-2020 with 73 medals. In 2020, the Group received 74 medals from Decanter, IWCS, Challenge International du Vin Bordeaux, Mundus Vini and Concours Mondial de Bruxelles. Viorica de Purcari awarded Best in Show and 97 points, Traminer de Purcari won Platinum and 97 points, indigenous Rara Neagra de Purcari awarded with Gold and 95 points at Decanter World Wine Awards 2020. Negru de Purcari 2015 ranked #1 in the world in the $10 - $40 price segment by Vivino. • Medium to premium wine: Crama Ceptura (“Crama Ceptura brings us together”) was acquired in 2003. It is primarily distributed in Romania. Ceptura is situated in the Dealu Mare region, which is among the most recognized wine regions in Romania, having a premium image, which strengthens the brand’s value proposition. The brand story is based on the unique climate of Dealu Mare micro-zone, with bountiful sunshine combined with the favourable topography of the hilly area, near the Carpathian slopes, allowing for optimal sun exposure. Since 2014, Crama Ceptura wines are offered in four main price categories: premium Cervus Magnus Monte, upper medium-priced Dominum Cervi, medium-priced Astrum Cervi, and economy plus Cervus Cepturum. • Economy plus to popular premium wine: Bostavan (“Taste it. Love it.”) was launched in 2005. Since 2013, a unified Bostavan umbrella brand was launched to support a portfolio of sub-brands in the economy and medium- priced segments and build stronger brand recognition for the wide family of wines. Starting with 2016, the Group focused on the gradual premiumization of the Bostavan brand, with the launch of Dor series, riding a cool-ethno communication platform. • Medium to premium brandy: Bardar (“Only grapes, oak and patience”). The brand was launched in 1929 with the foundation of the distillery by a German entrepreneur. Historically, the Group did not focus on pushing the branded sales of Bardar, relying predominantly on the sales of bulk brandy. However, starting 2015 Bardar changed its strategy, focusing on the sale of branded bottled products. The relaunch of Bardar as an aspirational, progressive brand has been a successful one turning it into a growth engine for the Group. Up to 2019 it used to be the fastest growing segment in the portfolio, however affected by the Covid-19 pandemic in 2020 as most dependent on Moldovan market, Hotel/Restaurant/Catering (“HoReCa”) and Duty-Free channels. The fourth quarter 2020 and beginning of 2021 has shown steady sales rebound. The Company is a public company incorporated and organized under the laws of Cyprus, registered with number HE 201949. The corporate seat of the Company is in 1 Lampousas Street 1095 Nicosia, Cyprus. The Company operates in accordance with Cypriot law, the Memorandum of Association and the Articles of Association. 1 Premium market size based on Nielsen data for 2020 5 PURCARI WINERIES PUBLIC COMPANY LIMITED MANAGEMENT REPORT The Group is listed on Bucharest Stock Exchange (“BVB”) since 2018 under ticker WINE. Purcari scored 10 out of 10 points in the Vektor rating for 2020 and it is in Top5 listed companies on BVB with the best level of communication with investors. The Company is a holding company for the Group, which comprises three subsidiaries in the wine segment - Vinaria Purcari, Crama Ceptura and Vinaria Bostavan, and one subsidiary in the brandy segment - Vinaria Bardar. Vinaria Bardar is held through two other subsidiaries, Vinorum Holdings and West Circle. The Company has also minority participation, through the shares held by Crama Ceptura in Ecosmart Union, a company responsible for recycling management. The Company’s subsidiaries and information related to the ownership interest as of December 31, 2020, are presented below: Ownership interest, Company name Country of Incorporation Principle activity % 1 Vinorum Holdings Ltd Gibraltar Holding company 100% 2 West Circle Ltd British Virgin Islands Holding company 100% Production, bottling 3 Crama Ceptura SRL Romania 100% and sales of wine Production, bottling 4 Vinaria Bostavan SRL Republic of Moldova 99,54% and sales of wine Production, bottling 5 Vinaria Purcari SRL Republic of Moldova 100% and sales of wine Production, bottling 6 Vinaria Bardar SA Republic of Moldova 56,05% and sales of divin The Group has no branches except the non-commercial Representation Office opened in China by its subsidiary Vinaria Purcari SRL during the year 2019. 2. SHAREHOLDERS AND ISSUED CAPITAL Starting from 15 of February 2018, the shares issued by the Company started trading on the Bucharest Stock Exchange following to an initial public offering (“IPO”) initiated by the shareholders Lorimer Ventures Limited, Amboselt Universal Inc. and IFC, for 49% of the Company’s shares (representing 9.800.000 shares). As at 31 December 2019 the share capital structure and the ownership of registered shares was as follows: Number of shares % of ownership Amboselt Universal Inc. 5.006.172 25,0309% Fiera Capital 1.885.297 9,4265% Conseq 1.242.673 6,2134% East Capital 1.135.156 5,6759% SEB 1.101.873 5,5094% Franklin Templeton 1.023.987 5,1199% Others 8.604.842 43,0242% Total 20.000.000 100% As at 31 December 2019, the Company directors with any holdings in the Company’s share capital were as follows: Shares held, number Shares held, % Victor Bostan (through Amboselt Universal Inc.) 5.006.172 25,0309% 6 PURCARI WINERIES PUBLIC COMPANY LIMITED MANAGEMENT REPORT As at 31 December 2020 the share capital structure and the ownership of registered shares was as follows: Number of shares % of ownership Amboselt Universal Inc. 4.006.172 20,0309% Dealbeta Investments 1.586.377 7,9319% Fiera Capital 1.531.467 7,6573% East Capital 1.520.848 7,6042% Conseq 1.293.961 6,4698% Paval Holding 1.000.000 5,0000% Others 9.061.175 45,3059% Total 20.000.000 100% As at 31 December 2020, the Company directors with any holdings in the Company’s share capital were as follows: Shares held, number Shares held, % Victor Bostan (through Amboselt Universal Inc.) 4.006.172 20,0309% Eugen Comendant 12.500 0,0625% Directors’ holdings of Company share capital on 31.12.2020 and five days prior to the approval of the Annual Report 2020 There were no changes in the shareholdings of directors between the end of the reporting year and the 26th March 2021, which is five (5) days before the date of approval of the financial statements by the Company’s Board of Directors.