UAC Cover rv.cdr - UAC of Nigeria Plc

The rebranded Mr Biggs
Restaurant at Maryland
Ikeja, Lagos
Variants of New Supreme
Ice Cream and Lollies in
pouches
contents
2010
ANNUAL
REPORT &
ACCOUNTS
3
4
Our Vision
6
Mission Statement
8
Corporate Strategy
10
Company Profile
11
Financial Highlights
12
Chairman's Statement
15
Notice of Meeting
17
Board of Directors, Professional Advisers, etc.
19
Statement of Directors’ Responsibility
20
Board of Directors
25
Directors' Report
39
Human Resource Report
41
Corporate Social Responsibility Report
44
Financial Report
45
Salient Performance Graphs
46
Report of the Independent Auditors
48
Report of the Audit Committee
50
Statement of Significant Accounting Policies
52
Group Value Added Statement
53
Group Profit And Loss Account
54
Group Balance Sheet
55
Group Statement of Cash Flows
56
Notes to the Financial Statements
76
Group Five-Year Financial Summary
77
Shareholders' Information
78
Unclaimed Dividends
our vision
To be number one in our chosen markets,
providing exceptional value to our customers.
A Library donated by CAP Plc
to St Peters Anglican Primary
School, Alausa, Ikeja, Lagos.
Pix shows the Principal of
the School flanked by the
EDCS UACN, Mr JID Dada and
the MD CAP Plc, Mrs Omolara
Elemide
Mission statement
To experience the thrill of adding value to lives and
businesses by being a superior convenience provider.
Variants of New Gala
Crunchies from UAC Foods
our strategy
To be a food-focused business with emphasis on
business and market segments that offer the highest
potentials. Investment will be targeted at profitable
growth and creation of shareholders’ value.
Victoria Mall Plaza
Residential Apartments
on Aboyade Cole Street,
Victoria Island, owned
by UPDC
company profile
UAC of Nigeria Plc (UAC), with over a century of operations in Nigeria, is a leading diversified, food-focused company, operating in
the manufacturing, services, logistics and warehousing and real estate sectors of the economy.
The Company's business portfolio includes the following Companies: UACN Property Development Company Plc (UPDC), the
first Company in the real estate sector to be quoted on the Nigerian Stock Exchange; Warm Spring Waters Nigeria Limited,
manufacturer of “GOSSY” Spring Water. The bottling plant is located in Ikogosi-Ekiti, Ekiti State. The Company (UACN) has
majority stakes in Grand Cereals Limited, Spring Waters Nigeria Limited (SWAN) and Opticom Leasing Company Limited.
UAC's interests also include Chemical and Allied Products PLC (CAP), UAC Registrars Limited and GM Nigeria Limited, a joint
venture with General Motors Corporation of Detroit, USA. Following the recent pensions reforms in the country, UAC currently
operates UNICO CPFA Limited, a subsidiary of the Company as a Closed Pension Fund Administrator.
As a food-focused conglomerate, UAC's growth strategy envisages the building of strong regional and international
corporate partnerships in order to realize sustainable growth and business transformation. To this end, UAC has
partnered with Tiger Brands of South Africa to form a new Company, UAC Foods Limited with Tiger Brands
Limited holding 49% of the equity and UAC controlling 51%. The move involves UAC interests in snacks, dairies
and water operations (UAC Foods, UAC Dairies and Spring Waters Nigeria Limited) being transferred to UAC
Foods Limited.
The Company has re-aligned its food business architecture to unlock value in the business. The re-launch
of Mr Bigg's, the leading Quick Service Restaurant chain in the country, has been well-received with
trendy settings, tastier meals and a general improvement in the total offerings. The merger of UAC
Franchising Division with UAC Restaurants to create a new UAC Restaurants Division has proved to
be both strategic and profitable. UAC Restaurants operate leading Quick Service Restaurant
brands including Mr. Bigg's, Village Kitchen, Chicken Inn, Pizza Inn, Creamy Inn and Dial-aDelivery. UAC also operates Nando's, the Casual Dining Restaurants, in Nigeria.
Under the current leadership, UAC has demonstrated renewed resolve and drive to move
from incremental business improvements to true transformation. To this end, UAC pays
a great premium to its human capital and capacity development programmes
through the exploration of both international and local opportunities for the
employees' learning and training.
The Company's Corporate Social Responsibility programme,
the Goodness League has spearheaded the move to boost
education in the country through its infrastructural
intervention and support for Legacy Schools across the
country and the organization of the Free Weekend Classes
for final year students in secondary schools.
UAC's performance has continued to be driven by its vision “To be number one in
our chosen markets, providing exceptional value to the customers.”
2010
ANNUAL
REPORT &
ACCOUNTS
10
financial highlights
Company
Group
2010
=N='000
52,313,682
2009
=N='000
56,604,958
2010
=N='000
19,326,151
2009
=N='000
20,134,638
Net operating profit
Profit before taxation
Taxation
7,037,725
7,093,521
(1,642,719)
7,568,029
8,076,451
(1,899,343)
1,869,226
1,920,423
(323,031)
2,068,851
2,614,797
(725,781)
Profit after taxation
Non-controlling interest
5,450,802
(2,259,935)
6,177,108
(2,157,981)
1,597,392
-
1,889,016
-
Profit attributable to Ordinary Shareholders
3,190,867
4,019,127
1,597,392
1,889,016
Capital expenditure
3,972,143
6,577,629
1,718,381
2,136,202
Shareholders funds
36,406,000
37,486,708
11,832,973
11,900,331
Earnings per share before N-CI- basic
Earnings per share before N-CI - adjusted
341
341
482
386
100
100
148
118
Earnings per share after N-CI - basic
Earnings per share after N-CI - adjusted
199
199
314
251
100
100
148
118
Proposed dividend per share (kobo)
Proposed dividend per share (kobo) - adjusted
110
110
130
104
110
110
130
104
2,848
3,511
739
929
3,751
3,700
3,751
3,700
Turnover
Net assets per share (kobo)
Market price per share (kobo) - daily official listing
as at 31 December
2010
ANNUAL
REPORT &
ACCOUNTS
11
chairman’s statement
Distinguished shareholders, invited guests, ladies and gentlemen,
I am delighted to welcome you all to the 2011 Annual General Meeting of our company, UAC of Nigeria Plc. At this meeting, I will lay before
you the Annual Report and Accounts for the financial year ended 31st December 2010. Please permit me to highlight the significant
developments in the political and economic environment in which the company operated during the year.
OPERATING ENVIRONMENT
The first half of the year was characterised by political uncertainty arising from the Late President Yar'Adua's ill-health and attendant
issues of power transfer to President Goodluck Jonathan. The situation was compounded by the Boko Haram insurgence in the
North-East, the Jos crises and the spate of kidnapping in the South- East and some parts of the South-South zone of the
country. These developments raised security concerns in the investment community. Capital market activities continued to
be at low-key with the Securities and Exchange Commission taking measures to sanitise the market and position the
Stock Exchange for a sustained future performance.
There was no significant improvement in infrastructure including power during the year. Despite huge resource
allocation, the public power supply situation remains disappointing. The cost of self-generated power
continued to rise in response to global crude oil prices and rising generator maintenance costs. Overall GDP
growth of 7.85% was impressive in the face of continuing global economic crisis. However, it is instructive to
note that whereas Agriculture, Wholesale and Retail Trade and Crude Oil and Gas Exports account for 75% of
the GDP, Manufacturing accounts for below 4%. Inflation rose to as high as 15% during the year before
declining to 11.8% by December. Manufacturing capacity utilisation, however, continues to decline.
Credit to the private sector shrank by 5% against a benchmark target of 31.54% growth. Against this
negative trend in private sector lending, credit to the Federal Government, States and Local
Governments rose thereby crowding out private sector borrowing.
2010 was generally a challenging year for business in Nigeria. Let me illustrate the
operational challenges faced by our businesses with the case of our UAC Restaurants
Division, home to Mr. Biggs, the widest network of retail food outlets in Nigeria.
Operations in the South-East, South-South and Plateau States were
hampered by threats to life, general insecurity and subdued
social life leading to delayed daily opening and early closing
(and some days of complete shutdown) of restaurant
operations. The credit crunch, insecurity and declining
purchasing power led to the business failure of a number of
our franchisees and a significant rise in the incidence of bad
debts. Increasing power outages led to greater
dependence on self-generated power. The increased costs of reduced business
volumes could not be passed on to over-burdened consumers.
In the face of these challenges, your Board and Management are taking various
restructuring steps to reposition the business. The impact of these measures is
already being felt.
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ANNUAL
REPORT &
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chairman’s statement contd.
Delite Fruit Juice was introduced in the middle of the year to join the new Supreme Flavoured Milk. As these brands are entering the market at a challenging
time, Management will ensure that they are adequately supported to gain market acceptance so that our investment in this area will yield appropriate returns
in due course. Our Real Estate business struggled through another year of tepid demand given the associated macro-economic issues of the environment.
Our paint business, however, had a spectacular year as volumes held given the differentiated quality offering of the premium Dulux brand. Our Jos-based
businesses of Grand Cereals Limited and Spring Waters Nigeria Limited suffered business disruptions on account of the insecurity situation in Plateau State.
During the year, the firm of KPMG was engaged to review the Group Internal Audit function and processes. The outcome of that exercise and implementation
of the recommendations should enable Internal Audit to perform a more strategic role and strengthen corporate governance in our Company.
COMPANY PERFORMANCE
The Group achieved a Turnover of N52.3 billion (2009 N56.6 billion), a decline of 7.6% and Profit Before Taxation of N7.0 billion (2009 N8.08 billion)
representing 12.2% decline. Profit after Tax and Non-Controlling Interest stood at N3.2 billion.
DIVIDEND
On the basis of these results, the Board of Directors recommends for your approval the sum of N1,760.79 million to be paid out as dividend, representing
N1.10 for every 50k share held. The dividend will be subjected to the deduction of appropriate withholding tax at the time of payment.
2011 OUTLOOK
Expected global economic recovery combined with increasing government spend and local and foreign direct investment in critical sectors should lead to
economic advancement going forward. Public Private Partnership (PPP) initiatives at State and Federal Government levels should improve the state of
infrastructure in the country. The 140% increase in minimum wage to N18,000, rising commodity prices and other planned economic measures could lead to
higher levels of inflation and interest rates.
Overall outlook is that liquidity and consumer spending should improve with positive impact on businesses. With the passage of the AMCON Act, the Central
Bank of Nigeria needs to urgently resolve outstanding issues in the financial sector so that the sector can actively play its intermediation role in the economy. It
is envisaged that post election, office holders in government at all levels will settle down and give adequate attention to governance and the economy going
forward.
At the Extraordinary General Meeting of 17th December 2010, you approved the restructuring of our company and the alliance with Tiger Brands Limited of
South Africa with respect to our businesses in Spring Waters Nigeria Limited, UAC Foods Division and UAC Dairies Division. Negotiations with Tiger Brands
have been concluded and the business of UAC Foods Limited is already receiving the required support from both partners.
On your behalf, I appeal to government at all levels, community leaders, religious leaders and, indeed, all stakeholders to find a lasting solution to the
lingering Jos crises. Operational performance of our significant investments in that location- Grand Cereals Limited and Spring waters Nigeria Limited along
with those of our other business units - continue to be adversely affected by the sad developments in that state.
Despite the decline in 2010 operating profits, we have closed the year with a stronger cash position; we are poised to invest significantly in the restructured
operations and our other business areas. We are confident that the various measures taken and the anticipated improved operating environment point to a
brighter future for our company.
2010
ANNUAL
REPORT &
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chairman’s statement contd.
BOARD CHANGES
Dr Nkosana Donald Moyo and Mr. Simon Guy Harford resigned as Directors of the Company. We thank the two gentlemen and their alternate Directors, Ms
Ngozi Edozien and Mr. Benson Adenuga for their contributions to your Company. We wish them well in their future endeavours.
I introduced to you, at the December 2010 Extraordinary General Meeting, two eminent Nigerians with impressive credentials who joined the Board since the
last Annual General Meeting, Dr Mansur Muhtar, OFR and Dr Okechukwu Enelamah. Please join me in welcoming them to the Board and wishing them a
successful tenure.
APPRECIATION
I appreciate the efforts of management and staff towards the growth and greater profitability of our company; I urge them to rededicate themselves to this
task. I thank our customers, dealers, distributors, suppliers and other stakeholders for their steadfast support and interest in the Company.
I acknowledge the contributions of my colleagues on the Board and thank you, our esteemed shareholders, for your support.
Thank you.
SENATOR UDOMA UDO UDOMA
Chairman
2010
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REPORT &
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notice of annual general meeting
NOTICE IS HEREBY GIVEN THAT the next Annual General Meeting of the Members of UAC of Nigeria Plc will be held at
the Borno-Rivers Hall, Transcorp Hilton, 1 Aguiyi Ironsi Street, Maitama, Abuja FCT on Wednesday, 15th June, 2011 at
11.00 o'clock in the forenoon in order to transact the following businesses:
Ordinary Business
1.
2.
3.
4.
5.
Lay before the Members the Report of the Directors, the Consolidated Balance Sheet of the Company as at 31st
December 2010, together with the Consolidated Profit & Loss Account for the year ended on that date
and the Reports of the Auditors and the Audit Committee thereon.
Declare a Dividend
Re-elect/elect Directors
Authorize the Directors to fix the remuneration of the Auditors
Elect Members of the Audit Committee
Special Business
6.
Fix the remuneration of the Directors; and approve benefits for retired Directors.
Proxy
A member of the Company entitled to attend and vote at this meeting is entitled to appoint
a proxy to attend and vote instead of him and such a proxy need not be a member of the
Company. A proxy form is enclosed and if it is to be valid for the purposes of the meeting,
it must be completed and deposited at the Registered Office of the Company not less than
48 hours before the time for holding the meeting.
Dated this 29th day of March, 2011
By Order of the Board
Godwin A Samuel, Esq.,
Company Secretary/Legal Adviser
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ANNUAL
REPORT &
ACCOUNTS
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Registered Office
UAC House
1-5 Odunlami Street
Lagos
NOTES
Dividend
In view of the results, the Directors have recommended to members the payment of a dividend of 110 kobo per share. A resolution to this effect will be put to the
meeting for the approval of the Members.
Dividend Warrants
If payment of the dividend is approved, the warrants will be posted on 15th June, 2011 to shareholders whose names are on the Register of Members by Friday
20th May, 2011.
Closure of Register and Transfer Books
The Register of Members and Transfer Books will be closed from 24th to 27th May, 2011 for the payment of the dividend.
Audit Committee
The Audit Committee consists of three (3) shareholders and three Directors. Any member may nominate a shareholder as a member of the Committee by
giving notice in writing of such nomination to the Company Secretary at least twenty-one days before the Annual General Meeting. Nominators should note
that under the Code of Corporate Governance in Nigeria, members of the Audit Committee should have basic financial literacy and should be able to read
financial statements. At least one member should have knowledge of accounting or financial management.
Unclaimed Share Certificates and Dividend Warrants
Shareholders are hereby informed that a sizeable quantity of share certificates and dividend warrants have been returned to the Registrars as unclaimed. Some
dividend warrants have neither been presented to the Bank for payment nor to the Registrar for revalidation. A list of unclaimed dividends has been posted on
the Company's website http:/uacnplc.com. Affected members are by this notice advised to please contact the Company Secretary or the Registrars (UAC
Registrars Limited) or call at the Registered Office of the Company during normal business hours.
E-Dividend/Bonus
Pursuant of the directive of the Securities and Exchange Commission, notice is hereby given to all shareholders to open bank accounts, stock-broking accounts
and CSCS accounts for the purpose of e-dividend/bonus. Forms are attached to this Annual report for completion by all shareholders to furnish the particulars
of these accounts to the Registrar (UAC Registrars Limited) as soon as possible.
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board of directors, professional advisers etc
Senator Udoma Udo Udoma
Mr. Larry Ephraim Ettah
Mr. Abdul Akhor Bello
Mr. Joseph Ibrahim Dada
Chief Samuel Olaniyi Bolarinde
Dr Okechukwu Enyinna Enelamah
Dr. Mansur Muhtar, OFR
Mrs. Awuneba Sotonye Ajumogobia
Dr Suleyman Abdu Ndanusa, OON
Dr Nkosanna Donald Moyo
Mr Simon Guy Harford
Non-Executive Chairman
Group Managing Director/CEO
Executive Director/Chief Financial
Officer
Executive Director, Corporate Services
Non- Executive
Non-Executive Director(appointed
w.e.f. 27/10/10)
Non-Executive Director(appointed
w.e.f. 27/10/10)
Non-Executive Director
Non-Executive Director
Resigned wef 17/6/10
Resigned wef 17/6/10
Registrars
UAC Registrars Limited
Registered Office and Transfer Office
UAC House
1-5 Odunlami Street
Lagos.
Auditors
PricewaterhouseCoopers
Chartered Accountants
252E Muri Okunola Street
Victoria Island
Lagos
Company Secretary/Legal Adviser
Godwin Abimbola Samuel
Board Changes
Since the last Annual General Meeting, Dr Nkosana Donald Moyo and Mr.
Simon Guy Harford resigned from the board while Dr Okechukwu Enelamah
and Dr. Mansur Muhtar, OFR were appointed to the Board. The new Directors
will be presented for election at the meeting.
Retirement by Rotation
In accordance with the Articles of Association of the company and provisions
of the Companies and Allied Matters Act, Cap C20 LFN 2004, Mrs. Awuneba
Ajumogobia and Dr Suleyman Ndanusa, OON are the directors retiring by
rotation and being eligible offer themselves for re-election. The profile and
biographical information of the Directors for election/re-election are on pages
20 -24 of this Annual Report and Accounts.
Record of Directors’ Attendance at Board Meetings
In accordance with section 258 (2) of the Companies and Allied Matters Act,
Cap C20 LFN 2004, the record of Directors' attendance at Board Meetings
during the year is available for inspection at this Annual General Meeting.
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In accordance with section 357(2) of the Companies and Allied Matters Act
Cap C20 Laws of the Federation of Nigeria, 2004, PricewaterhouseCoopers
will continue in office as Auditors without a resolution being passed. A
resolution will, however, be proposed at this meeting authorizing the
directors to fix their remuneration.
directors' responsibility
… The directors are responsible
for the preparation of the annual
financial statements which
give a true and fair view of the
position of the Company…
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directors' responsibilities
This statement, which should be read in conjunction with the Auditors' statement of their responsibilities, is made with a view to setting out for shareholders,
the responsibilities of the Directors of the Company with respect to the financial statements.
In accordance with the provisions of the Companies and Allied Matters Act, the Directors are responsible for the preparation of annual financial statements,
which give a true and fair view of the financial position of the Company and of the profit or loss for the financial year.
The responsibilities include ensuring that:
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REPORT &
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(a)
appropriate internal controls are established both to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;
(b)
the Company keeps accounting records which disclose with reasonable accuracy the financial position of the company and which ensure that the
financial statements comply with the requirements of the Companies and Allied Matters Act;
(c)
the Company has used suitable accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and
that all applicable accounting standards have been followed and;
(d)
the going concern basis is used, unless it is inappropriate to presume that the company will continue in business.
board of directors
Senator Udoma Udo Udoma, 56
Senator Udoma, a lawyer, graduated from Oxford University, England in 1976 with Bachelor of Arts (Law). He obtained a post graduate
degree in advanced legal studies, the BCL, from the same University in 1977. He was called to the Nigerian bar in 1978. He had brief
stints as a Law Lecturer at the University of Lagos, as an Investment Analyst with Chase Merchant Bank Nigeria Limited and as an
Associate in the law firm of Chris Ogunbanjo & Co., before setting up his own commercial law firm of Udo Udoma & Co. (later
renamed Udo Udoma & Belo-Osagie) in 1983. He is currently the Senior Partner in the Firm. He has served the nation in very many
capacities. He was a member of the advisory team of legal experts set up by the Technical Committee on Privatisation and
Commercialisation (TCPC) to advise on the legal aspects of the privatisation exercise; he was also the legal member of the team
set up by the Federal Government to carry out a comprehensive review of the National Policy on Solid Minerals Development
and also served as Special Adviser to the Minister of Petroleum and Mineral Resources. He was elected into the Senate in
1999 and served for two terms up till 2007. As part of his contributions to public service, he was the pioneer
Chairman of the Corporate Affairs Commission, and is currently the non-executive Chairman of the Board of
the Securities & Exchange Commission. He joined the Board of UAC of Nigeria Plc in 1995 and was
appointed as the non-executive Chairman of the Board with effect from 2nd January, 2010.
Mr Larry Ephraim Ettah, 47
Mr. Ettah is the Group Managing Director/Chief Executive Officer of the Company. He was appointed on January 1st
2007. He holds a B.Sc degree in Industrial Chemistry and an MBA (Finance/Marketing) both from University of
Benin. He is also a graduate of the renowned Executive Programme of Ross School of Business, University of
Michigan, Ann Arbor, United States of America.
Before his elevation to the current position, he held several senior management positions in the
Company including Divisional Managing Director of Mr. Bigg's and UAC Foods Divisions and
Head of Human Resources/Executive Director of the Company.
He is the 1st Vice President of the Nigerian Employers' Consultative Association (NECA); Vice President
(Multinationals) of Manufacturers Association of Nigeria (MAN) and Council Member, Lagos Chamber of
Commerce and Industry (LCCI). He joined the Board in 2004.
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board of directors
Mrs Awuneba Sotonye Ajumogobia, 51
Mrs Ajumogobia is a Chartered Accountant with 21 years quality experience in external audit, accounting & finance and
marketing. She is a fellow of the Institute of Chartered Accountants of Nigeria. She graduated from University of Ibadan
with a B.Sc (Hons) degree in Economics in 1982. She acquired broad professional experience in audit, taxation and
consultancy across several industries at the audit firms of Peat Marwick Ani & Ogunde & Co., and Deloitte. She later
joined Andersen Consulting (now Accenture) which she recently left as Finance Director after which she worked on the
national vision 20:2020 project as a member of the Consulting team. She joined the Board in July 2009.
Chief Samuel Olaniyi Bolarinde, 68
Chief Bolarinde is the Chairman of Vitafoam Nigeria Plc and Wema Bank Plc. He is a graduate of Industrial
Chemistry from John Daton College, Manchester, England. He obtained a Postgraduate Diploma in Polymer
Science from the same College and a Certificate in Management from Ashridge Management College, UK.
He holds a Master of Science Degree in Materials Engineering from the University of Surrey, UK. He
joined the Board in 2000.
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board of directors
Mr Joseph Ibrahim Dada, 50
Mr Dada graduated from Ahmadu Bello University, Zaria with a B.Sc (Hons) in Economics. He also holds a Masters of Science Degree in
Marketing Management from the University of Lagos. He is a member of Advertising Practitioners Council of Nigeria (APCON) and a
Fellow of the National Institute of Marketing of Nigeria (NIMN). He is an alumnus of the famous Kellogg School of Management,
North Western University, Illinois, USA. He joined UACN as a Management Trainee in September 1983. He worked variously as
Factory Planning Manager, Brand/Export Manager and Market Research/Media Manager with the then A J Seward
Division of UACN. He later worked with UAC Export as Export Business Manager and subsequently with UAC
Foods as Product Group Manager and Fast Foods/Marketing Services Manager. Also at UAC Foods, he
worked as Divisional Ice Cream Director, Divisional Frozen Foods Director and Acting Divisional Fast
Foods Director respectively. In December 1999, Mr Dada was appointed the Managing Director of Grand
Cereals & Oil Mills Limited, a subsidiary of UACN, a position he held until his elevation to the Board in
January 2010 as Executive Director (Corporate Services) with
responsibility for Human Resource, Marketing and Strategy.
Dr. Suleyman Abdu Ndanusa, 56
Dr. Ndanusa is a Banker, a Lawyer, an Economist, a Chartered Secretary and a Stockbroker. He graduated from Ahmadu
Bello University, Zaria with a Bsc (Hons) degree in Economics in 1978 and obtained an MBA in 1982 from the same
University. He obtained an LLB degree from University of Lagos in 2000 and was called to bar in 2003. He is also a
graduate of the prestigious Advanced Management programme of Harvard Business School, USA, and a holder of Doctor
of Letters Degree of St. Clements University, UK.
Dr. Ndanusa served variously as Special Assistant to the Honourable Minister of Commerce; DirectorGeneral, Securities and Exchange Commission; Lead Consultant in the Central Bank of Nigeria Bank
Consolidation Monitoring Team before his appointment as the Managing Director of Spring Bank Plc on an
interim arrangement to salvage the crisis ridden Bank. An Officer of the Order of the Niger (OON), Dr.
Ndanusa has served as a Council Member, Nigerian Investment Promotion Commission; Member, Technical Committee
on Privatisation (BPE); National Pensions Reforms Steering Committee and currently, among others, the Chairman/ProChancellor of IBB University Lapai in Niger State. He joined the Board in December 2009.
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board of directors
Mr Abdul Akhor Bello, 50
Mr. Bello holds a Higher National Diploma in Accountancy from Yaba College of Technology, Lagos. He is a Fellow of the Institute of
Chartered Accountants of Nigeria. He has attended Management and Leadership programmes at Ashridge Management College and
Cranfield School of Management, UK. He is an alumnus of Oxford University's Advance Management and Leadership programme.
Mr. Bello has worked variously as Special Assistant to Group Finance Director Inlaks Group; Chief Accountant, Inlaks Plc; Chief
Accountant and Financial Controller, Grand Cereals & Oil Mills Ltd; Senior Group Accountant, UACN; Finance Director &
Company Secretary and later Managing Director of Chemical & Allied Products Plc. He was the Managing Director of UACN
Property Development Company Plc until his elevation to the Board as Chief Financial Officer in January 2010.
Dr Mansur Muhtar, OFR, 51
Dr Muhtar, a former Minister for Finance, holds a doctorate degree in Economics from the University of Sussex in the United
Kingdom. He earned a first class degree in Economics from the Ahmadu Bello University, Zaria.
Dr Muhtar, who obtained an M.Phil in Economics and Politics of Development from the University of Cambridge, King's
College, UK, also worked as head of the Economics Department of Bayero University, Kano. He has attended Leadership
and Management programmes at The Wharton School, University of Pennsylvania and Harvard University Kennedy School
in the United States.
He was also Economist, Task Manager and Team Leader, The World Bank Headquarters, Washington D.C; Deputy-General
Manager, Strategic Management and Economics Division, United Bank For Africa Plc; Director-General, Debt Management
Office, Abuja and Executive Director, African Development Bank, Tunis before his appointment as Honourable Minister of
Finance of the Federal Republic of Nigeria. He has been honoured as an Officer of the Federal Republic (OFR).
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board of directors
Dr Okechukwu Enyinna Enelamah, 46
Dr Enelamah, first qualified as a medical doctor before qualifying as a chartered accountant. He has an MBA from the prestigious Harvard
Business School, Massachussetts, USA and is also a chartered financial analyst.
He is the Chief Executive Officer of African Capital Alliance Limited (ACA), a leading private equity firm - a terrain he was adequately
prepared for after working with Zephyr Management L.P in New York and South Africa Capital Growth Fund in Johannesburg.
Dr Enelamah, who also worked for leading outfits - Arthur Andersen and Goldman Sachs - currently serves on the board of
several companies including Cornerstone Insurance Plc, Businessday Media Limited, TechnoServe, Africa Leadership
Initiative West Africa and Africa Venture Capital Association. He is also the Chairman of the Boards of Flavours Food
Limited and Landmark Property Development Company (LPDC), among others.
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directors’ report
The directors have pleasure in submitting to the members the Consolidated Balance Sheet as at 31st December, 2010 together with the Consolidated Profit
and Loss Account for the year ended on that date, showing a net consolidated profit of N3,191million after providing for taxation and Non-controlling Interest
The report also covered a review of the business performance in the last financial year as well as a look at future prospects.
Dividend
The Directors have recommended the payment of N1.10k dividend per 50k ordinary shares held.
PROFIT FOR THE YEAR AFTER TAXATION
Group profit for the year after taxation,
and non-controlling interest
2010
N’OOO
2009
N'OOO
3,190,867
4,019,127
Principal Activities
UAC of Nigeria Plc is a diversified business with activities in the following principal sectors: Foods, Manufacturing, Automobile, Logistics and Real Estate.
CORPORATE GOVERNANCE REPORT
UAC of Nigeria Plc is a Company of integrity and high ethical standards.
Our reputation for honest, open and dependable business conduct, built
over the years, is an asset just as our people, brands and factories. Every
employee of the Company and its subsidiaries subscribes to comply with
the UACN Code of Business Principles & Ethics (“the Code”) on an
annual basis. The Board of Directors is responsible for ensuring that the
Code is communicated to, understood and observed by, all employees.
The Board of Directors
Under the Articles of Association of the Company, the business of the
Company shall be controlled and managed by the Directors, who may
exercise all such powers of the Company as are not by statute or the
Articles to be exercised by the Company in General Meeting.
Composition of the Board of Directors
The Board was made up of six non-executive and two executive directors.
The Directors appointed to the Board during the year are Dr Mansur
Muhtar, OFR and Dr Okechukwu Enelamah.
2010
ANNUAL
REPORT &
ACCOUNTS
25
All the directors have access to the advice and services of the Company
Secretary; and with the approval of the Chairman of the Board to the
advice and services of other professionals in areas where such advice will
improve the quality of their contribution to the Board decisions.
Separation of the positions of Chairman and Managing Director
The position of the Chairman is distinct from that of the Group Managing
Director/CEO. The Chairman of the Board is Senator Udoma Udo Udoma who is a
Non-Executive Director, while the Group Managing Director/Chief Executive Officer
is Mr Larry Ephraim Ettah.
The Roles and Responsibilities of the Board
The following are the matters reserved for the Board of Directors of the Company:
i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
ix)
x)
xi)
Strategy and management
Selection, performance appraisal and compensation of executive directors
Succession planning
Communication with shareholders and management of investor relations
Integrity of financial controls and reports
Risk and internal controls
Board appointments
Corporate responsibility through the approval of relevant policies
The matters reserved for the Board and the terms of reference for
Board Committees
The scope of delegated authority to Board Committees and
management and their accountabilities and responsibilities
The procedure for determining the remuneration for nonexecutive directors
xii)
xiii)
Enforcement of a code of conduct for non-executive directors
Compliance with all applicable laws and regulations by the
Company and its subsidiaries
Board Appointment, Induction and Training Processes
The process of appointing Directors involves a declaration of a vacancy at a
Board Meeting; the sourcing of the curriculum vitae of suitable candidates
depending on the required skills, competence and experience at any
particular time; and the reference of the curriculum vitae to the
Governance and Remuneration Committee for necessary background
checks, informal interviews/interaction and a recommendation for the
approval of the Board of Directors. A Director appointed by the Board is
presented to the next Annual General Meeting of the members of the
Company for election.
Every newly appointed Director of the Company undergoes an induction
process. He is introduced to the members of the Group Leadership team,
the Board of Directors and the operations of the companies within the
Group. All major documents, policies, processes and procedures that
help the Director to gain understanding of the Company, its history,
culture, values, business principles, people, projects, processes and plans
are made available to him. Operational visits are also arranged for the new
Director to meet the leadership teams and get acquainted with the
business operations, issues and brands of the Business Units of the
Company.
The Directors of the Company participated at the UACN Group Board
Retreat which was held at the Golden Tulip Festac Lagos in November
2011.
Board Meetings
DIRECTORS
Mr. S.A Harford
Dr. O.E Enelamah
Dr. M Muhtar, OFR
28/4/10
16/6/10
28/7/10
AWP
-
-
P
-
Attendance Keys: A = Absent
-= Not yet a member or has resigned
P = Present
Sen. Udoma U Udoma
Mr. L E Ettah
Mr. Abdul A Bello
Mr. J.I Dada
Mrs A . Ajumogobia
Chief S. O Bolarinde
Dr. S. A Ndanusa OON
Dr. N.D Moyo
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
-
27/10/10
10/11/10
P
P
P
P
P
P
P
-
P
P
P
P
P
P
P
-
Composition of Board Committees
The Board functioned through the Board Audit & Risk Committee and the
Governance & Remuneration Committee. All Board Committees make
recommendations for approval by the full Board.
1) The Board Audit and Risk Committee
The Committee is chaired by Mrs Awuneba Ajumogobia, a Non-Executive Director
and made up of two other non-executive directors and the three Executive Directors
08/12/10
P
P
P
P
P
P
P
-
AWP = Absent with apology
Directors For Election/Re-Election
Dr Suleyman Abdu Ndanusa, OON and Mrs Awuneba Ajumogobia are the Directors
seeking re-election at the meeting.
i)
28/7/10
P
P
Board Changes:
The board met six (6) times during the 2010 financial year. The following is the list of
the Directors and their attendance at the Board meetings:
16/6/10
P
P
08/12/10
Dr Nkosanna Donald Moyo and Mr Simon Guy Harford resigned from the Board with
effect from 17th June, 2010. Dr Mansur Muhtar, OFR and Dr Okechukwu E Enelamah,
who were appointed to the Board since the last Annual General Meeting will be
presented for election at the Annual General Meeting.
The Terms of Reference of the Committee
28/4/10
-
10/11/10
Every year, a strategy session is held between Directors and the Heads of the
Business Units of the Company before the budget for the coming year is approved.
Board Meetings
DIRECTORS
27/10/10
ii)
iii)
iv)
v)
To oversee internal audit and internal controls; and to document and review
the Charter that states the roles, responsibilities, authority and scope of
operations of the internal audit function; approve the annual audit plan; and
to periodically carry out a quality assurance review of the internal audit
function.
To oversee risk management within the group and it is responsible for
developing and implementing an enterprise risk management framework
for identifying, measuring, monitoring and controlling risks in the Company
and group.
To oversee financial reporting, its policies and processes.
To review the group operational performance.
To approve capital expenditures, specific projects and their financing within
the overall plan approved by the Board.
2010
ANNUAL
REPORT &
ACCOUNTS
26
vi)
vii)
viii)
To approve bank borrowings.
To Monitor compliance with applicable laws and regulations by the
Company and its subsidiaries.
To authorise the sealing of legal documents and instruments.
Committee Meetings
The Board Audit & Risk Committee met four (4) times during the year. The
following table shows the meetings and the attendance of the members of the
Committee at such meetings:
DIRECTORS
Mrs A. Ajumogobia
Mr. L E Ettah
Mr. J.I Dada
Mr. A.A Bello
Mr. S.G Harford
Dr. S.A Ndanusa OON
26/4/2010
P
P
P
P
P
-
14/7/2010
P
P
P
P
AWP
26/10/2010
P
P
P
P
-
24/11/2010
P
P
P
P
-
Attendance Keys: A = Absent P = Present - = Not yet a member or has resigned
AWP=Absent with apology
2) The Governance and Remuneration Committee
The Committee was chaired by Senator Udoma Udo Udoma, a Non-Executive
Director and made up of three other Non-Executive directors and the Group
Managing Director/CEO.
2010
ANNUAL
REPORT &
ACCOUNTS
27
The Terms of Reference of the Committee
a) To make recommendations on the composition of the Board.
b) To define the criteria and the procedure for the appointment of Directors
to the Board and its Committees and to nominate new Directors
for appointment to the Board of the Company and its Subsidiary
and Associated companies.
c) To recommend the appointment, remuneration and promotion of
Executive Directors and Senior Management.
d) To perform annual evaluation of the Board, its Committees and the Boards
of subsidiary companies as appropriate.
e) To set the performance targets/criteria and evaluate the performance of
the Group Managing Director/CEO and make recommendations to
the Board on his performance.
f) To review from time to time succession planning proposals.
g) To document and review the Board Charter and the composition,
roles, responsibilities, authorities, reporting framework of
Board Committees and the Boards of subsidiary companies.
h) To make recommendations to the Board on the adoption of a Code
of Conduct (including the policy on trading in Company shares)
for Directors and Senior Executives and to review the same from time to time.
i) To make recommendations on the whistle blowing process for the Company
that encourages stakeholders to report any unethical activity/breach
of corporate governance.
j) To oversee continuing education of Board members and the induction of
new directors.
Committee Meetings
The Committee met three (3) times in 2010. The following
attendance of Committee members at the meetings:
table shows the
Directors
12/11/2010
4/05/2010
4/08/2010
Sen. Udoma U Udoma
P
P
P
Chief S. O Bolarinde
P
P
P
Dr. O.E Enelamah
Mr. L E Ettah
P
P
P
Dr. N.D Moyo
AWP
Attendance Keys: A = Absent P = Present - = Not yet a member or has resigned
AWP=Absent with apology
BUSINESS REVIEW COMMITTEE
At the Management level, a Business Review Committee presided over by the Group
Managing Director/CEO, comprising the Executive Directors, Managing Directors
of the various Business Units and the Heads of Corporate Centre units meets every
month to review and address business performance, operational and strategic
issues of the businesses within the Group.
THE STATUTORY AUDIT COMMITTEE
The Statutory Audit Committee consists of six members made up of three
representatives of the shareholders elected at the previous Annual General Meeting
for a tenure of one year and three representatives of the Board of Directors
nominated by the Board.
The Chairman of the Committee is Mr Olabisi Fayombo, a Chartered Accountant and
a shareholders' representative. The Company Secretary is the Secretary of the
Committee. The meetings of the Committee were attended by the Internal Auditor
and representatives of PricewaterhouseCoopers, the external auditors. The
following table shows members' attendance at the meetings of the Committee in
2010:
MEMBERS
17/2/2010 15/4/2010 26/4/2010 20/12/2010
Prince G. A Olagunju
Mr. O Fayombo
Mr. N. K Nnabike
Mr. M Akinlade
Chief S. O Bolarinde
Dr. S.A Ndanusa OON
Mr. A.A Bello
Mr. S.G Harford
P
P
P
P
P
AWP
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
-
The Company is putting in place structures and policies for compliance with
the 2011 Code of Corporate Governance from the 1st April, 2011 effective date.
This will form the basis of the Corporate Governance Report in the 2011
Annual Report & Accounts.
Compliance with the Code of Corporate Governance
The Company has complied with the provisions of the Code of Corporate
Governance in Nigeria, 2003.
DIRECTORS' INTEREST In Ordinary Shares
Attendance Keys:
A = Absent P = Present- = Not yet a member or has resigned
Directors:
The Terms of Reference of the Committee
The following were the terms of the Committee as provided in section 359 (6)
of the Companies and Allied Matters Act CAP C20 Laws of the Federation of
Nigeria, 2004;
I)
ascertain whether the accounting and reporting policies of the
Company are in accordance with legal requirements and agreed
ethical practices;
ii)
review the scope and planning of audit requirements;
iii)
review the findings on management matters in conjunction with the
external auditor and departmental responses thereon;
iv)
keep under review the effectiveness of the Company's system of
accounting and internal control;
v)
make recommendations to the Board with regard to the
appointment, removal and remuneration of the external auditors
of the Company;
vi)
authorise the internal auditor to carry out investigation into any
activities of the Company which may be of interest or concern to the
Committee.
Review of Internal Audit
The structure and processes of the Internal Audit function were reviewed by a
third party consultant in the course of the year and their recommendations are
being implemented.
Significant Policies:
The significant policies of the Company approved by the Board of Directors
include the following:
i)
Fraud Policy
ii)
Whistle Blowing Policy
Mr. U U Udoma }direct
(wef 13/12/1995)
}indirect
Mr. L E Ettah (wef 10/12/2003)
Mr. A A Bello (wef 01/01/2010)
Mr. J I Dada (wef 01/01/2010)
Chief S O Bolarinde
(wef 09/08/2000)
Mrs A Ajumogobia
(wef 22/07/2009)
Dr. S A Ndanusa, OON
(wef 09/12/2009)
December 2010 December 2009
Ordinary shares Ordinary shares
1,047,565
18,005,025
2,346,045
103,657
85,937
838,052
9,825,180
2,076,250
-
592,612
474,090
771
617
-
-
IN CONTRACTS
Some of the directors have given notices for the purposes of Section 277 of the
Companies and Allied Matters Act,1990, to the effect that they are members of
some specified companies which could be regarded as interested in any
contracts with which the group was involved during the year under review.
CHARITABLE GIFTS AND OTHER DONATIONS
Secondary/Higher Education Scholarship
Schools Renovations, Projects, etc
Other donations (=N=40,000 & below)
TOTAL
=N=
8,548,835
1,800,000
5,529,878
15,878,713
2010
ANNUAL
REPORT &
ACCOUNTS
28
directors’ report
UAC Foods was up against very stiff
competitive and challenging
business environment. Nevertheless,
the Division posted a 10% real growth in Turnover (volume driven)
while sustaining the previous year's profit level.
Gala, the flagship brand, maintained its leadership position of the
sausage roll market despite all odds.
Pursuant to the product portfolio expansion strategy, new products'
contribution grew from 6% to 9.5% of Turnover. Additionally,
investments in new plants were made in the last quarter in line with
the long-term growth plan of the business.
business units commentaries
The business was
restructured and
repositioned in 2010 to
enhance profitability in the face of stiff competition and market
changes. Cost was a major issue due to poor infrastructural facilities
and the high cost of operations, particularly energy and raw material
costs.
The business commenced its rebranding project with the launch and
re-opening of the Maryland shop in October 2010 in line with the
rebranding strategy and included the Mr. Bigg's packaging items
with the new logo.
New product innovations created a refreshing experience for the
valued customers with the introduction of Quarter (1/4¼) value meal,
hot meals, coffee, new BBQ and pepper chicken spicing, beans and
corn menu.
The company ventured into
the Fruit Juice market with
the introduction of Delite
Fruit Juice in four exciting
flavours of Mixed Fruits, Orange, Apple and Berries to broaden the
Ambient product portfolio and boost utilisation of the Tetrapak line.
However, as a result of the low sales volume and high unit
manufacturing cost, the company could not break even in the
Ambient business.
2010
ANNUAL
REPORT &
ACCOUNTS
29
The Frozen operation posted a better result. But, the business
continued to face the persistent challenges of poor power situation
in the country, adverse effects of climatic change (severe and
prolonged rainy season) as well as infrastructural issues that
limited its capacity to meet demand during the peak seasons of the
year.
Mr Bigg's Catering Service operations have been expanded to
provide customers with new product line-up to further enhance the
top and bottom lines of the business.
The company has started reaping the benefits
o f
t h e
s t r a t e g i c
repositioning undertaken in 2009, which has
led to improved operational efficiency and
significant improvement in performance that
culminated in the business ending the year with a profit. This was in
spite of the challenges from increased energy costs, depressed
consumer purchasing power and haulage difficulties due to the
location of the factory.
directors’ report
business units commentaries
In 2010, SWAN Waters Nigeria Limited
(SWAN) was able to record improved
performance in turnover and profitability
despite the challenging and competitive
operating environment. During the year,
the company invested in new filling technology to further improve the
quality of its products.
The business ended the year on a very
positive note, posting respectable results
both in turnover and operating profits.
Significant investments in facilities
expansion, development and upgrade were undertaken in several parts
of the country to consolidate MDS Logistics' leadership in the third
party logistics industry. Of note was the expansion of Pharmaceutical
Logistics business with the completion of two ultra-modern
pharmaceutical facilities in Kano and Onitsha for the Northern and
Eastern Regional Pharmaceutical Distribution Centres respectively.
The company continued its dominance of the Telecoms Logistics subsector through its partnership with the major players and improvement
of its main service offerings in the sector.
The conclusion of key strategic partnership initiatives in the transport
and distribution segments further strengthened MDS Logistics'
dealings with selected premium clients in the provision of total front
end logistics solutions.
Other major achievements were recorded in the expansion of its off-site
logistics business with the acquisition of new accounts.
The company's restructuring efforts paid off as its
structural costs were brought under control, being
lower than the preceding period.
However, the business recorded a decline on turnover
and profit during the period. The increasing rate of
Japanese Yen against other global currencies translated into increased
cost of imports of its vehicles. Faced with intense competition from
Chinese, Indian and other European brands and with little or no room
for price reviews, margins came under serious pressure.
2010 was an outstanding year for
CAP Plc. The business achieved a
commendable growth in both
turnover and operating profit.
The company continued to dictate the pace in the industry through its
innovation and colour mastery. Dulux Mobile Colour Centre, the first in
Africa, was launched during the year to boost brand visibility and
awareness.
Three additional Dulux Colour Centres were opened in Lekki, Port
Harcourt and Kaduna to expand market penetration and improve
performance.
Dulux and Caplux won the Standard Organization of Nigeria (SON)
quality award in 2010, further reinforcing the high quality of CAP Plc's
products.
Despite the inclement operating environment,
UACN Property Development Company PLC
(UPDC) posted a respectable Turnover and Profit
of N8.09 billion and N2.56 billion respectively.
Against the backdrop of the prevailing global economic recession and
the banking sector reforms of 2010, the Nigerian real estate industry
suffered temporary setbacks with significant price correction in the
premium market segment.
The real estate industry remains resilient inspite of the global financial
crises, and, in Nigeria, particularly, the potential for growth is very
significant, given the huge deficit of about 18 million housing units.
2010
ANNUAL
REPORT &
ACCOUNTS
30
directors’ report
The management of UPDC has re-aligned its business strategy with
focus on rebuilding its land bank, restructuring its financies to match
its growth plans, expanding its product base to include medium class
offerings to and build critical mass and deepening its presence in
Abuja as well as re-entry into the Port-Harcourt housing market.
The company issued a N15 billion corporate bond which was 100%
over-subscribed at a price which was unprecedented in the history of
corporate bond issues in Nigeria. The Bond proceed was applied to refinance the company's short-term bank borrowings in part and the
balance is being gradually utilised to fund new projects.
The Golden Tulip Festac Hotel was opened to customers in January
2010 with 4 floors comprising 227 rooms. This was increased to 6
floors in November 2010 with a capacity of 340 guest rooms. The hotel
operation, though slow in the early part of the year, is gradually
improving as its client base is being expanded.
In spite of various challenges facing the
business in 2010, the Grand Cereals
Limited was able to achieve Turnover and
Pre-Tax profit growth of 11.5% and 6%
respectively.
The company also made a significant investment in a new fish plant to
exploit the opportunities in the growing fish feed market. Also,
another variant of layer feed was introduced during the year in
response to the yearnings of poultry farmers across the country.
2010
ANNUAL
REPORT &
ACCOUNTS
31
The performance of the business was shackled by incessant ethnoreligious crises that engulfed Jos and the environs during the period.
Even though the crises affected all product categories, the poultry
feed business was the worst hit due to the unavailability of Vital Feed
in key markets over a prolonged period of time. This made farmers to
switch to other brands, thereby leading to significant loss in market
share.
business units commentaries
Furthermore, the crises also put pressure on costs as suppliers and
transporters charged risk premium on their goods and services. Acute
shortage of oil seeds and crude soya oil in the last quarter of the year
resulted in significant rise in their prices and, consequently, a decrease
in the margins on Grand Oils.
UNICO CPFA LTD met her planned profit target for
2010 although this was slightly lower than the previous
year's profit due to the crash in deposit rate and slight
reduction in the number of contributors.
During the period, the financial market witnessed gradual recovery in
2010, with significant improvement in the equity market. However, the
flight to safety by most investors led to the crash in interest rates and
bond yield. Interest rate crashed from an average of 16% in 2009 to an
average of 7% in 2010 while the Bond secondary market was inactive in
the second half of the year.
In spite of the challenges in the fixed income market during the year,
the fund under management (RSA and Pensioners) achieved targeted
income and growth. The unit price of the RSA fund increased by 15% in
the year under review while inflation averaged 13%. The two funds are
liquid enough to meet up with their obligations without recourse to the
parent company.
The Company maintained a good
performance in 2010, in spite of the
challenges faced by the Capital Market as
the business continued to focus on
quality service delivery and efficiency.
Distributors
LAGOS REGION
Distributors Name
Location
DULUX AGENTS
Rodansy Enterprises
Japio Stores
Vitadof Stores
Wolad Store & Foods
Kalesadex Nig Company
Jubilee enterprises (Afunugo)
Toyin Foods and Catering
Ogunkoya Stores & catering
Lakeshad 'R' Ent.
M.D. Adeite Ent.
Lagos
Lagos
Lagos
Lagos
Lagos
Lagos
Lagos
Lagos
Lagos
Lagos
Aikon Engr. Limited
Design Studeo Limited
Edeoga Nigeria Limited
Taes Concept Limited
Cloud of Colours Limited
Ambroziny International Nig. Ltd
International Partners & Dev. Nig. Ltd
First Ebony Invt & Allied Services Ltd
Kay Taiwo International Ltd
Na' Allah Investments Ltd
EAST REGION
Madonna Foods
Ugwu Kingsley
Miracle Place
Nkechi Ekwufolu
God's Foundation
Chinyere Nwigwe
K.N.G. Ventures
Harry Sam
Bene Agharagwo
Cecilia Omaruaye
Aba
Abuja
Abuja, Kaduna,
Abuja
Calabar
Enugu
Kano
Lagos
Lagos
Lagos & Ilorin
MEGA DISTRIBUTORS
Owerri
Enugu
Orlu
Anambra
Awka
Ogbaru
Benin
Aba
Onitsha
Warri
Springwood Investment Limited
N. Dennis & Co. Ltd
Eddyco Enterprises
Glomola Nigeria Limited
Kapital Intl Consult & Investment Limited
Kosby Konsult
Jaiyesanmi Trading Co. Ltd
Alh. Ibrahim Gyaran
Aba
Maiduguri
Bauchi
Ibadan
Benin City
Lagos
Akure
Jos
NORTH REGION
Unique Investment
Gillytex
Febolt
Divine Ventures
Ogbonna Ventures
Johova
Jonrose
Spark
Abuja
Kado
Abuja
Abuja
Abuja
Abuja
NyaNya Abuja
Abuja
Distributors
Lagos West Region- Frozen
Distributors Name
Location
C. K. Aileru
Debonaire
Agbalade Ent.
Odebiyi
Bonj Ltd
Shoprite
Fingerlicks
Addide
Festus Amede
Ofar Agbetan
Obalende
Obalende
Ikorodu
Ogba
Ibadan
Lekki
Ife
Obanikoro
Ejigbo
Badagry
2010
ANNUAL
REPORT &
ACCOUNTS
32
directors’ report
LAGOS WEST REGION - AMBIENT
Bachelor
Satco Ventures
Harisson Ford
Gods Link
Gino
Mandykest Nig Ltd
Krypton Stores
Uche Omonigho
Tuck Shop Cooperative
Misa Nig
Ibadan
Alagbado
Ibadan
Trade Fair
Festac
Ikorodu
Abeokuta
Ketu
Oregun
Ibadan
NORTHERN REGION - FROZEN
Oasis Bakery
Denike Enterprises
Geokay Nig. Ltd
Mega-Delight
Oasis Bakery
Oasis Bakery
Ostrich
Donald & Donald
Oasis Bakery
Oasis Bakery
Kaduna
Kaduna
Mabushi
Jalingo
Kebbi
Maiduguri
Gombe
Kano
Kano
Yola
Abuja
Abuja
Minna
Maiduguri
Kaduna
Abuja
Bauchi
Jos
Abuja
Kano
EASTERN REGION - FROZEN
Patie Foodz
Mrs. Nwachukwu (Mega)
Ellarmmay Enterprises
Happy Bite
2010
ANNUAL
REPORT &
ACCOUNTS
33
Port Harcourt
Warri
Port Harcourt
Onitsha
EASTERN REGION - AMBIENT
Prime Mack Ventures
Benin
Enugu
Uyo
Onitsha
Asaba
Owerri
Port Harcourt
Port Harcourt
Port Harcourt
Uyo
Awka
Calabar
Owerri
Benin
Owerri
Uyo
Warri
Asaba
Onitsha
Distributors
Distributors Name
NORTHERN REGION - AMBIENT
Lord Way Consult
Mutoy Adekunle
Nice Need
Gurgushi General Ent.
David Salami
Nigol Trading Company
Omosi Fantasia
I K International
Front Line
Ayi Global Ventures
K & G Ventures
Fortress Nig Ltd
Zorika Services
Nwalupuaku
Fellymoon
Jomark
Familk Ventures
Moryee Services
Dagil & Sons
Empyat
Osita Arinze
P.N. Amadi
Mr. Remi
Joefel
M.G. Okorie
E. Y. Enterprises
U & F Investment
Mrs. Shittu
A.J. Grace
Onitsha
RPG
Royal Pacific Group
Godsway Nigeria Limited
Godsent Ventures
Zozamis Nig. Enterprises
AIPA Ventures
Hakams Investment Ltd
Joes Nigeria Enterprises
May Donalds Ltd
A. Y. I. Investment
Location
Abuja
Abuja
Abuja
Auchi
Eket
Gombe
Jos
Jos
Jos
Kaduna
client base and network
Distributors Name
Location
WEST
Agro Mercantile
Annimex (Nig) Ltd
Bernirose Enterprises
DYB Nig Limited
El-Ibrahim Enterprises
Ezeora C. Enterprises (Nig)
Feeze Enterprises
Funmork Enterprises
Goomeej (Nig) Ltd
Jacine Services
Jehns Enterprises
Port Harcourt
Calabar
Enugu
Agege
Maiduguri
Onisha
Aba
Ibadan
Okene
Uyo
Lafia
IBADAN
1, Magazine Road, Jericho Street, Dugbe.
P.O.Box 1330 Ibadan,Tel:07042376846
IBADAN(PNG)
4, Fagohun Street, Oke Bola Ogunpa
Tel: 08037160263,07042376847
2, Ododibo Street, Idi Isin, PMB 569 Ondo
Tel:07042376851
ONDO
M'CIVER
Anchor Building 70 Marina Street, Elegbeta,
Lagos,Tel:07042376850
BENIN
27, Oba Market Road P.O.Box 378 Benin- City
Tel:07042376845
OSHOGBO
3, Station Road, Opp. General Post Office
P.O.Box 31 Oshogbo, Tel 07042376852
OGBA
Plot 11,Vori Close, Behind Zenith Bank
Off Acme Road, Ogba, Tel: 07042376853
SAPELE
6, Palm Avenue, P.O.Box 101 Sapele, 2376854
OREGUN
32, Kudirat Abiola Way, Oregun, Tel: 07042376859
AKURE
Klm 4 Ondo Road ,Onward Aluminum, Building, Akure,
Tel: 07042376843
GCOML KEY DISTRIBUTOTRS
Azubuike Okonkwo
Frankama Ent
Umar Shinkafi
DD & Sons
Alfas Agro
Umejison Stores
Keziem stores
EYN
CEMA Agency
Orlu
Gboko
Sokoto
Benini City
Makurdi
Aba
Aba
Mubi, Adamawa
Lagos
Distributors
Distributors
Distributors Name
Location
Philip Ajah Stores
Lagadef Ventures
Taron Ventures
Shekinah Glory
Famex Nig. Plc
Bukdams Ventures
Hakams Investment
Godsent Enterprises
O S M Ventures
Zellence Enterprises
Aba
Abuja
Ado Ekiti
Ado Ekiti
Akure
Akure
Abeokuta
Auchi
Benin
Calabar
Dealers Name
Location
Intermotors
Plot 2&4 Amuwo Odofin Industrial
Scheme, Apapa-Oshodi Exp Way, Lagos.
Elim Motors Limited
4 Saka Tinubu Street, Victoria Island, Lagos
Gils Lakin & Company
158/160 Egbe Road, Ejigbo, Via Isolo, Lagos
Goldchasse Motors
Conveyancer House, 64 Eric Moore Road,
Iganmu, Lagos.
2010
ANNUAL
REPORT &
ACCOUNTS
34
Sitting L-R: Mr. J C Egri-Okwaji, Mrs Iyabo Attah, Dr Ibrahim Alao Muhammed, Mrs Halima Tayo, Mr Larry Ettah (GMD/CEO, UACN)
Senator Udoma Udo Udoma (Chairman UACN), Chief Samuel Bolarinde, Dr Umar Alka, Mrs Awuneba Ajumogobia
Standing L-R: Mr Joe Dada, Mr Muktar Yakasai, Mr Mike Okereke, Mrs Sade Ogunde, Dr Mansur Muhtar, Mrs Muhibat Abbas,
Mr Hakeem Ogunniran, Mr Abdul Bello, Mrs Omolara Elemide, Mr Solomon Aigbavboa, Mrs MotundeDada. Mr J P Osomoji
Standing L-R: Mr Godwin Samuel, Mr Abimbola Olashore, Mrs Chidiebere Austin-Nwokoma, Mr Gabriel Adeseun, Dr Suleyman Ndanusa
Mr Opeyemi Agbaje, Mr B O Ogun, Mr Layi Oyatoki
uac group board retreat
held at the Golden Tulip
Festac Lagos on 9th
November 2010
Standing L-R: Mrs Joan Ihekwaba, Mr Dave Van Rensburg, Mr Babatunde Oladele Kasali, Mr Bashir Abdulah, Dr Okechukwu Enelamah,
Mr Anthony Arenyeka, Mr David Oxtoby
Relations With Employees, Internal Management Structure
Our employees are fully involved in strategy formulation and execution. This we do to achieve business plan ownership and commitment at all levels. Regular
meetings at different levels are held to ensure that all employees are opportuned to interact with each other and with different levels of management for
exchange of ideas and critical business information. One of such fora includes the recently introduced Annual Board Retreat which provides opportunity for a
cross section of senior managers of the Company to meet and interact with the Board of Directors on various topical business imperatives. Others include
Joint Consultative Committees (JCCs), Business Review Meetings; Open Forum/Community Briefings/Family Meetings and Executive Committee (EXCO)
meeting in the various Business Units and the Corporate Centre. These meetings are regularly complemented by circulars on issues of current relevance for
employee information and/or action.
Employee Involvement, Development and Training
Our policy recognises human resources as the most important asset of the organisation. It is, therefore, imperative to retain and motivate skilled work force
through systematic training and development. Consequently, training forms a part of individual development towards achieving excellence in performance
of day-to-day activities. Training programme at our Learning and Development Centre, Apapa, is complemented by choice training of other notable
organisations in Nigeria and overseas and industrial visits/attachments. We also encourage self-development by our employees and provide financial
support for such endeavours when successfully concluded. We pride ourselves as an organisation that encourages learning by doing, through systematic
on-the-job coaching and mentoring.
Anti-Corruption and Business Integrity
Our Company does not give or receive whether directly or indirectly, bribes or other improper advantages for business or financial gain. No employee may
offer, give or receive any gift or payment which is or may be construed as being, a bribe. Any demand for, or offer of, a bride must be rejected immediately and
reported to management. No employee will be criticised for any loss of business resulting from adherence to these principles. The Company's accounting
records and supporting documents must accurately describe and reflect the nature of the underlying transactions. No undisclosed or unrecorded account,
fund or asset will be established or maintained.
A whistle blowing policy has also been put in place to encourage employees at all levels to alert and inform management of any negative development that
might impinge on the value, performance and / or image of the Company before any harm is done.
Similarly a Corporate fraud policy has been established to facilitate the development of controls which will aid in the detection and prevention of fraud against
the Company. It is our intention to promote consistent organizational behaviour by providing guidelines and assigning responsibility for the development of
controls and conduct of investigations.
2010
ANNUAL
REPORT &
ACCOUNTS
40
corporate social responsibility report
uac goodness league programme
UAC of Nigeria Plc's (UAC) Corporate Social Responsibility initiative – the
Goodness League – continued its nationwide drive with the successful
implementation and handover of the remaining projects in the South-South
geo-political zone. The rehabilitation of the school blocks at the Holy Trinity
College, Mbiakong, Uruan in Akwa Ibom State became one of the major preoccupations as the projects required a realistic review of the timeline and
project implementation guidelines to ensure a successful handover to the
benefitting school authorities.
As one of the oldest secondary schools in Akwa Ibom State, Holy Trinity
College, Mbiakong's boarding facilities had virtually ceased to exist due to the
state of dilapidation and disuse. The decision to undertake the reconstruction
of the two blocks offered real hope for the return of boarding facilities to the
students and indeed the institution, thereby providing a more conducive and
amenable environment for the attainment of educational goals.
Besides the dormitories, the school's refectory was also out of use and a return
to a boarding institution could not be contemplated without a standard
From left- Mr Abdul Bello, Mr Joe Dada, both UAC Directors with Mr Hakeem Ogunniran,
MD of UPDC with students during the UAC Free Weekend Classes programme at Gbagada
Senior Grammar School, Lagos.
refectory in line with what some of the old students used to experience and
even enjoy.
With the formal handover of the Goodness League project at Mbiakong, UAC's
Corporate Social Responsibility intenvention in the South-South was formally
rounded off and the focus shifted to other geo-political zones of the country.
In line with the needs of various schools in the South-South zone, UAC's
intervention was manifested with the provision of sets of comprehensive
science equipment and materials in biology, physics and chemistry to Enitonna
High School, Borokiri, Port Harcourt: sets of computers, UPS and printer were
given to Holy Family College, Oku Abak, Akwa Ibom State and the supply of 200
units of three-seater desks were made to Hope Waddell Training Institution,
Calabar, Cross River State. The handover of the project in Mbiakong has
brought the seal of completion on the various undertakings in the South South
zone.
2010
ANNUAL
REPORT &
ACCOUNTS
41
UAC also successfully carried out its Free Weekend Classes, as part of the Soft
Issue considerations of the Goodness League Programme. The Free Weekend
Certificate of Partnership from Lagos State
UAC Directors, Lagos State
officials and UAC volunteers
at the 2010 UACN free
weekend classes at Gbagada
Senior Grammar School,
Gbagada Lagos.
UACN Managers with officials and students of Holy Trinity College, Mbiakong,
Akwa-Ibom during the handover of the renovated dormitory and Dining blocks by UACN.
Classes, which lasted for 6 weekends, was held at Gbagada Senior Grammar
School, Gbagada Estate, Lagos, where adequate provisions were made for over
300 students each Saturday to be given hitch-free lessons in the Career
Guidance and Counselling, Mathematics, English, Biology, Chemistry, Physics,
Economics and Accounts.
The Free Weekend Classes were handled by UAC's volunteers from the various
Business Units of the Company. The teachers, as volunteers drawn from the
various units and departments of UAC, were given time-off their various jobs in
order to contribute towards preparing the students for effective participation
in the Senior Secondary Schools examinations conducted by the West African
School Certificate Examination(WASCE) and the National Examinations
Council of Nigeria (NECO).
2010
ANNUAL
REPORT &
ACCOUNTS
43
The Free Weekend Classes were supervised and monitored by representatives
of both the Lagos State Ministry of Education and the Maryland Education
District of the Lagos State Ministry of Education.
Work in progress- UAC Managers and school officials inspect work inside one of the
blocks renovated by UAC as part of its Goodness League project at Holy Trinity College,
Mbiakong.
UAC's intervention programmes in Legacy Schools in the country have so far
benefited the following schools – St Finbarr's College, Akoka and CMS
Grammar School, Bariga, Lagos (South-West); Rumfa College, Kano; and
Alhudahuda College, Zaria, Government College, Kaduna and Government
Secondary School, Gwale, Kano – all in the North West geopolitical zone).
financial report
TURNOVER (Billion Naira)
60,000.0
PROFIT BEFORE TAX (Billion Naira)
9,000.0
56,605
53,652
52,314
8,527
8,000.0
7,568
50,000.0
7,038
7,000.0
40,000.0
6,000.0
37,155
34,082
5,000.0
4,403.0
30,000.0
4,000.0
20,000.0
3,058.0
3,000.0
2,000.0
10,000.0
1,000.0
-
2006
2007
2008
2009
2010
2006
2007
EARNINGS PER SHARE-ADJUSTED (Kobo)
300
251
250
212
199
200
160
150
140
100
50
2010
ANNUAL
REPORT &
ACCOUNTS
45
2006
2007
2008
2009
2010
2008
2009
2010
report of the audit committee to the members of uac of nigeria plc
In compliance with section 359 sub-section 6 of the Companies and Allied Matters act (CAP C2 0), Laws of the Federation of Nigeria, 2004, we have
reviewed the audited financial statements of the Company for the year ended 31th December, 2010 and report as follow:
a)
The accounting and reporting policies of the Group and the Company are consistent with legal requirement and agreed ethical practices.
b)
The scope and planning of the external audit are, in our opinion, adequate.
c)
The internal audit and internal control systems are adequate.
d)
The external auditors’ Management Controls Report was satisfactorily dealt with by the management.
MR. OLABISI FAYOMBO
CHAIRMAN OF THE COMMITTEE
Dated 25th day of March, 2011
MEMBERS OF THE COMMITTEE
Mr. Olabisi Fayombo
Mr. Matthew Akinlade
Mr Nwosu K Nnabike
Dr. S.A Ndanusa, OON
Mr. A .A Bello
Chief S O Bolarinde
- Chairman
- Member
,,
,,
,,
,,
SECRETARY
GODWIN A SAMUEL, Esq
2010
ANNUAL
REPORT &
ACCOUNTS
48
Members of the
Audit Commitee:
From left:
Chief Sam Bolarinde,
Mr Nwosu Nnabike,
Mr Abdul Bello,
Mr Olabisi Fayombo
Mr Matthew Akinlade and
Dr Suleyman Ndanusa,
statement of significant accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless
otherwise stated.
(a) Basis of preparation
The financial statements are prepared in accordance to, and complying with, relevant Statement of Accounting Standards issued by the Nigerian Accounting Standard Board. The financial
statements have been prepared in accordance with the going concern principle under the historical cost convention.
(b) Intangible assets
Intangibles arising out of the acquisition of brand franchise are amortised over the period of the franchise agreement.
(c) Fixed Assets
Fixed assets are stated at cost or valuation less accumulated depreciation provided thereon to date. Assets, which are not yet in use by the Company, are held in a Work in Progress (WIP)
account. All such assets, once in use are capitalised to the fixed assets accounts and subjected to the applicable depreciation rate in the year they are used.
(d) Depreciation of fixed assets
Depreciation is calculated to write off the cost or the revalued amounts of fixed assets over their expected useful lives on a straight line basis at the following annual rates. Investment properties
are accounted for in accordance with the provisions of Nigerian Statement of Accounting Standards No. 13.
Leasehold land and building with fixed tenure of less than 33 years are depreciated over the lives of the relevant leases.
Leasehold land and building with a
Fixed tenure of 33 years or more
3%
Heavy industrial plant
10%
Furniture and office Equipment
10%
Light industrial plant
Heavy vehicles
20%
Light vehicles
Computer equipment
331/3%
(e) Stock and work-in-progress
Stock and work-in-progress are stated at the lower of cost and net realisable value.
Cost is ascertained as follows:
Finished goods- direct cost of materials and labour together with a proportion of works overheads.
Raw materials-invoiced cost plus all other cost of bringing items to the Company's warehouses.
(f)
Taxation
Taxation expense is the aggregate of the charge to the profit and loss account in respect of income tax, education tax and deferred tax. Deferred taxation is provided for, using the liability
method, for all the temporary differences arising between the tax bases of assets and liabilities and their carrying values. Deferred tax is determined using tax rates enacted at the balance sheet
date.
The principal temporary differences arise from depreciation on property, plant and equipment, revaluation of certain non-current assets. Provisions for pensions and other post retirement
benefits and tax losses carried forward.
Deferred tax assets relating to the carry forward of unused tax losses are recognized to the extent that it is probable that future taxable profit will be available against which the unused tax losses
can be utilized.
(g) Turnover
Turnover comprises the net value of goods and services invoiced and delivered to third parties after deduction of discounts and value added tax.
(h) Debtors
Debtors are stated after deduction of adequate provisions for any debts considered bad or doubtful.
(i)
Foreign currencies
Transactions in foreign currencies are translated into naira at the rates ruling on the dates of the transactions. Assets and liabilities in foreign currencies are converted into naira at the rates of
exchange ruling on the balance sheet date. All exchange gains and losses arising are included in the operating results.
2010
ANNUAL
REPORT &
ACCOUNTS
50
(j)Accounting for retirement gratuity and pension
Liabilities in respect of retirement gratuities and pensions are provided for by making unfunded provisions and by making payments to pension funds. The amounts of the payments/charges
are determined on an actuarial basis, so that over the long term, funds will be adequate to meet the liabilities. The unfunded provisions represent the estimated present value of the future
liability for retirement gratuities /pensions to employees other than benefits provided through pension funds.
(k)Research and development expenditure
Expenditure incurred on research is charged against revenue in the year in which it is incurred. Development costs are amortised in five equal annual installments beginning from the year of
completion of the related project.
(l)
Investments
Long term investment portfolio is stated at cost and provision is made for permanent diminution in value.
Dividends are accounted for when received.
Basis of consolidation
Subsidiaries are those companies in which the group, directly or indirectly, has an interest of more than one half of the voting rights or otherwise has control over the operations. Subsidiaries
are consolidated from the date on which effective control is transferred to the Group. Inter-company transactions, balances and unrealized profit or loss on transactions between group
companies have been eliminated. Accounting policies of subsidiaries conform to the policies adopted by the Group for its operations.
Investments in subsidiaries are accounted for at cost in the Company's book. The carrying amounts of these investments are reviewed annually and written down for impairment where
considered necessary.
The group balance sheet and profit and loss of the holding Company and it's subsidiary companies are made to the same balance sheet date.
(m) Associated company
An associated company is defined as a company, not being a subsidiary, in which the group has between 20% and 50% interest. The Company's share of the results of the associated Company
is included in the Company's and the Group's profit and loss account. The Company's and the Group's share of post acquisition results are added to the cost of the investment in the balance
sheet. These amounts are taken from the latest audited financial statements of the Company concerned, whose year end is co-terminous with that of the Group.
(n) Borrowing costs
Borrowing costs associated with loan facilities utilised in executing qualifying capital work in progress are capitalised in accordance with the provisions of International Accounting Standard
No. 23. They include interest charges, establishment fees and other incidental fees directly related to the creation and arrangement of the facilities.
(o) Accounting for franchise fee revenue
Franchise fee revenue from an individual franchise sale is recognised, with an appropriate provision for estimated uncollectable amounts, when all material services or conditions relating to
the sale have been substantially performed or satisfied by the franchisor in accordance with the provision of Financial Accounting Standard No. 45.
(p) Dividend
Dividends are only recognised as liability when they have been declared at the Annual General Meeting.
2010
ANNUAL
REPORT &
ACCOUNTS
51
(q) Finance Leases
Leased assets are stated at their fair value and are capitalised on installation and depreciated in line with the Company policy on depreciation of the related class of fixed assets. The finance
costs of the leases are charged to the profit and loss account in accordance with lease terms.
(r)
Segment Reporting
A segment is a distinguishing component of the Group that is engaged either in providing related products or services (business segment), or in providing products or services within a
particular economical environment (geographical segment), which is subject to risks and returns that are different from those of other segments.
Segment results, assets and liabilities, and other items are those directly attributable to a segment.
(s) Investment properties
Investment properties are properties held by the Group for rentals and capital appreciation other than for production, supply of goods and services or for administrative purpose.
Investment properties are carried at market value determined every two years by independent external valuers. Increase in their carrying amounts is credited to the revaluation reserve in
shareholders' equity. Decreases that offset previous increases of the same assets are charged against the revaluation reserve while all other decreases are charged against the income
statement.
Revaluation surplus on disposed assets are written back to income in line with the provision of Statement of Accounting Standard (SAS) No. 13 on Accounting for Investments.
(t) Property Stock/Property Stock-in-Progress
These are properties bought or developed solely for trading purposes, that is, properties developed for sale. They are stated at the lower of cost and net realizable value.
group value added statement
Group
2009
2010
N Million
Turnover
Share of associated company profit
Interest received & other income
Cost of materials and services:
Imported
Local
Value Added
Used as follows:
Employees
Taxes
Interest charges
Depreciation
Non-controlling interests
To pay Dividend
Future investment
Company
%
N Million
52,313.7
17.3
651.3
56,605.0
11.6
605.9
(1,161.1)
(35,367.2)
(1,623.2)
(39,213.9
2009
2010
%
N Million
%
19,326.2
1,872.0
N Million
%
20,134.6
1,048.3
-----------16,454.0
======
-----------100.0
======
------------16,385.3
=======
-----------100.0
======
(22.3)
(14,114.0)
------------- -----------100.0
7,061.9
======= ======
4,699.4
1,642.7
1,863.8
2,797.3
2,259.9
1,760.8
1,430.1
-----------16,454.0
======
28.6
10.0
11.3
17.0
13.7
10.7
8.7
-----------100.0
======
4,665.2
1,899.3
1,447.8
2,195.9
2,158.0
1,664.7
2,354.4
------------16,385.3
=======
28.5
11.5
8.8
13.4
13.2
10.2
14.4
-----------100.0
======
1,161.1
35,367.2
-----------36,528.3
======
3.2
96.8
-----------100.0
======
1,623.2
39,213.9
-----------40,837.1
=======
3.8
96.2
-----------100.0
======
(22.3)
(13,480.8)
------------7,679.8
=======
-----------100.0
======
46.4
3,274.0
4.7
323.0
4.6
327.4
21.8
1,540.1
18.0
1,280.6
4.5
316.8 -----------------------7,061.9
100.0
======= ======
3,290.0
725.8
260.5
1,514.5
1,664.7
224.3
------------7,679.8
=======
42.8
9.6
3.4
19.7
21.7
2.9
-----------100.0
======
22.3
14,114.0
-----------14,136.3
=======
22.3
13,480.8
-----------13,503.1
=======
0.2
99.8
-----------100.0
======
Note: Cost of materials and services:
Imported
Local
0.2
99.8
-----------100.0
======
2010
ANNUAL
REPORT &
ACCOUNTS
52
group profit and loss account for the year ended 31st December, 2010
Group
56,604,958
(40,100,881)
16,450,207
(1,177,665)
(7,039,711)
16,504,077
(1,436,446)
(6,669,395)
3,614,140
(590,411)
(2,699,101)
4,703,908
(545,802)
(2,877,101)
8,232,831
296,888
17,316
354,441
(1,863,753)
8,398,236
89,022
11,607
516,920
(1,447,756)
324,628
1,729,891
142,121
(327,416)
1,281,005
882,927
165,422
(260,503)
7,037,725
7,568,029
1,869,226
2,068,851
4(i)
4(ii)
(38,868)
94,665
508,422
-
(43,467)
94,665
545,946
-
6
7(i)
7,093,521
(1,642,719)
8,076,451
(1,899,343)
1,920,423
(323,031)
2,614,797
(725,781)
Profit after taxation
Non-controlling interest
24
5,450,802
(2,259,935)
6,177,108
(2,157,981)
1,597,392-
1,889,016-
Profit attributable to ordinary shareholders
Transferred to General Reserve
23
3,190,867
4,019,127
1,597,392
1,889,016
199
199
314
251
100
100
148
118
3,751
3,700
3,751
3,700
1
Gross profit
Selling & distribution expenses
Administration expenses
Operating profit
Other income
Share of profit of associated company
Interest income
Interest expense
2
3
Net operating profit
Profit/(loss) from disposal of fixed assets
Profit on disposal of investment shares
Profit before taxation
Taxation
Earnings per share after tax & N-CI - basic
Earnings per share after tax & N-CI - adjusted
Market price per share (kobo) (daily official listing as at 31 Dec.)
53
2009
=N='000
20,134,638
(15,430,730)
52,313,682
(35,863,475)
Third party turnover
Cost of sales
2010
ANNUAL
REPORT &
ACCOUNTS
2009
=N='000
2010
=N='000
19,326,151
(15,712,011)
Notes
2010
=N='000
Company
The Statement of significant accounting policies on pages 50 and 51 and the notes on pages 56-75 form an integral part of these financial statements.
notes to the financial statements
3. Share of profit of associated company
Group
Opticom Leasing Company Limited
4(i) Disposal of fixed assets
2010
N'000
17,316
Company
2009
N'000
11,607
Group
2010
N'000
-
2009
N'000
-
Company
Profit/(loss) on disposal of fixed assets
2010
N'000
(38,868)
2009
N'000
508,422
2010
N'000
(43,467)
2009
N'000
545,946
Total
(38,868)
508,422
(43,467)
545,946
4(ii) Disposal of investment shares
Profit on disposal of shares in General
Cotton Mills Limited
Total
5. Unclaimed Dividend
Opening balance
Dividend declared
Payments
Total
Group
Company
2009
N'000
2010
N'000
2009
N'000
2010
N'000
94,665
-
94,665
-
94,665
-
94,665
-
Group
Company
2010
N'000
1,616,250
1,664,749
(1,162,179)
2009
N'000
1,283,275
2,561,153
(2,228,178)
2010
N'000
1,616,250
1,664,749
(1,429,445)
2009
N'000
1,192,722
2,561,153
(2,137,625)
2,118,820
1,616,250
1,851,554
1,616,250
2010
ANNUAL
REPORT &
ACCOUNTS
58
8. particulars of directors and staff
(I)
The group has in its employment during the year the weekly average number of staff in each category below. The aggregate amount stated
against each category was incurred as wages and pension costs during the year.
Group
Company
2009
2010
Number
Management
730
Staff
Total
Cost per Staff
3,420
4,150
(ii)
Cost
=N='000
2,266,711
Number
3,852
4,584
2,432,698
4,699,409
1,132
61
2,515,782
4,665,217
1,018
2009
Cost
=N='000
1,482,826
1,761,431
3,273,956
1,807,214
3,290,040
The table below shows the number of employees (excluding directors), who earned over =N=100,000 as emoluments in the year
And were within the bands stated.
=N=
100,001
200,001
300,001
400,001
500,001
600,001
700,001
800,001
900,001
1,000,001
1,100,001
1,200,001
1,300,001
1,400,001
1,500,001
2010
ANNUAL
REPORT &
ACCOUNTS
732
Cost
=N='000
2,149,435
2010
Cost
=N='000
1,512,525
(iii)
Emoluments of directors
Fees
Other emoluments
(Iv)
The Chairman’s Emolument
(v)
Emolument of the Highest paid director
and
=N=
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
1,000,000
1,100,000
1,200,000
1,300,000
1,400,000
1,500,000
Above
2010
Number
507
466
305
693
467
354
315
303
162
84
63
38
35
40
318
4,150
2009
Number
1,090
849
372
545
261
291
239
222
104
100
76
61
33
19
322
4,584
2010
N'000
2009
N'000
1,542
85,846
87,388
1,542
54,257
55,799
6,830
6,730
22,403
20,390
notes to the financial statements
11. Fixed assets
(ii) Company
LAND AND
BUILDINGS
=N='000
PLANT &
MACHINERY
=N='000
MOTOR
VEHICLES,
OFFICE
FURNITURE
& FITTINGS
=N='000
CAPITAL
WORK-INPROGRESS
=N='000
TOTAL
=N='000
Cost/Valuation
Balance 1 January 2010
Additions during the year
Reclassifications
Disposals
5,523,197
255,004
185,034
(285,918)
6,619,885
64,346
606,109
(357,153)
4,479,402
516,756
85,198
(271,858)
931,368
882,274
(876,341)
(274,941)
17,553,852
1,718,379
(1,189,869)
Balance 31 December 2010
5,677,317
6,933,187
4,809,498
662,361
18,082,362
Depreciation
Balance 1 January 2010
Charged for the year
Disposals
1,353,559
263,043
(93,119)
3,225,030
698,441
(281,059)
2,739,799
578,675
(153,229)
-
7,318,388
1,540,159
(527,407)
Balance 31 December 2010
1,523,483
3,642,412
3,165,245
-
8,331,140
Net book values at:
31 December, 2010
4,153,834
3,290,775
1,644,253
662,361
9,751,223
31 December, 2009
4,169,638
3,394,855
1,739,603
931,368
10,235,464
(iii) Properties
The land and buildings of the company and the properties, plant and machinery of a subsidiary were revalued as at
31 December, 1997 by Messrs Adegbemile, Akinlosotu Aganga & Co, Estate Surveyors and Valuers, on the basis of
open market values between a willing buyer and a willing seller.
The surplus arising from this revaluation was credited to the capital reserve account.
(iv) All other categories of fixed assets are stated at cost.
2010
ANNUAL
REPORT &
ACCOUNTS
64
12. investment properties
LEASEHOLD
BUILDINGS
=N='000
TOTAL
INVESTMENT
PROPERTIES
=N='000
2,622,257
21,584,229
24,206,486
14,510,774
38,717,260
19,156
520,413
99,234
42,504
(535,450)
(3,323,281)
86,583
61,660
(535,450)
(2,802,868)
185,817
8,010,100
(2,183,220)
(30,761)
2,749,462
8,071,760
(2,718,670)
(2,833,629)
2,935,280
Balance 31 December 2010
3,261,060
17,854,585
21,115,645
23,056,355
44,172,000
31 December 2009
2,622,257
21,584,229
24,206,486
14,510,774
38,717,260
FREEHOLD
BUILDINGS
=N='000
(i)
Cost/Valuation
Balance 1 January 2010
Additions during the year
Disposals/write offs/adjustments
Revaluation on assets disposed
Reclassification
PROPERTIES
UNDER
CONSTRUCTION
=N='000
TOTAL
=N='000
(ii) Investment Properties
The revaluation of investment properties is done every two years. The last revaluation was as at December 31st, 2010 and was done by the following
external Surveyors and Valuers.
Messrs J A Oluwatundimu & Co, Adegbemile, Akinlosotu Aganga & Co., and Jide Taiwo - Lagos area.
Jide Taiwo & Co
- Eastern Region
Messrs Garba Kibiya & Co
-Northern Region
The valuation were prepared on an existing use basis. The surplus arising from the revaluation exercise was credited to the revaluation reserve account.
13. long term investments
(i)
2010
ANNUAL
REPORT &
ACCOUNTS
65
These comprise investments in wholly-owned, subsidiaries and associated company. Consolidated profit and loss account and balance sheet
have been prepared for the company and its operating subsidiaries: GM Nigeria Limited, Spring Waters Nigeria Limited, CAP Plc, Grand
Cereals Limited, Warm Spring Waters Nigeria Limited, UACN Property Development Company Plc, Mr. Bigg's Ghana Limited, UNICO CPFA
Limited and UAC Registrars Limited. Opticom Leasing Company Limited is the only associated company.
notes to the financial statements
(iv)
Nominal unit value of
shares held
Other relevant details are as follows:
Company Subsidiaries
(a) Grand Cereals Limited
Number of
shares held
Nominal unit value
of shares held
% tage
holding
432,000,000
Ordinary Shares of=N=1 each
64.00
Major activities
Processing of locally sourced grains and oil
seeds into grits, flour, oil and cake and
production of poultry feeds.
Sale and assembly of motor vehicles
(b) GM Nigeria Limited
72,000,000
Ordinary Shares of =N=1 each
60.00
(c) Spring Waters Nigeria Limited
945,395,662
Ordinary Shares of =N=1 each
94.55
Production of bottled Spring Water
(d) Chemical and Allied Products Plc
140,261,080
Ordinary Shares of 50k each
50.18
Manufacturers of paints and chemicals
(e) Warm Spring Waters Nigeria Limited
446,475,000
Ordinary Shares of =N=1 each
75.94
Production of bottled natural Spring Water
(f) Mr. Bigg's - Ghana Limited
11,666,667
130,000,000
Ordinary Shares of =N=1 each
100.00
Mr. Bigg's Quick Service Restaurants
Ordinary Shares of =N=1 each
86.67
Pension funds management services
50,000,000
Ordinary Shares of =N=1 each
100.00
(g) UNICO CPFA Limited
(h) UAC Registrars Limited
(i) UACN Property Development Co Plc
632,500,000
Ordinary Shares of 50k each
UPDC Plc has the following investments:
UPDC Hotels Limited
1,845,852,273
Ordinary Shares
236,647,227
Convertible Peference shares
Manor Gardens Prop. Dev. Co.
1004 Estates Limited
UNICO CPFA Limited
46.00
Companies registrars
Property Management & Real Estate
Development
Hotel and Accommodations
of =N= 1 each
94.70
Management
53,810,000
Ordinary Shares of =N=1 each
67.50
Architects and Building Engineers
505,000
Ordinary Shares of =N=1 each
10,000,000
Ordinary Shares of =N=1 each
6.70
24,000,000
Ordinary Shares of =N=1 each
40.00
Property Acquisition, Development and Sale
Closed Pension Funds Administrator
Associated Company: (a) Opticom Leasing Company Limited
Equipment Leasing
2010
ANNUAL
REPORT &
ACCOUNTS
68
(V) Condensed results of operations for subsidiaries as at 31 December
GM
Nigeria Ltd
N'000
Condensed profit and loss accounts
Turnover
Gross profit
Operating profit/(loss)
Profit/(loss) before taxation
Taxation
Profit/(loss) after taxation
SWAN
Limited
N'000
WSWN
Limited
N'000
UNICO
Ltd
N'000
UPDC
Plc
N'000
3,644,934
1,725,765
1,136,706
1,139,015
256,158
882,857
16,870,126
4,340,119
2,684,378
2,682,060
780,652
1,901,408
97,952
97,952
61,806
61,806
32,772
29,034
228,920
11,673
(2,314)
(2,314)
(2,314)
1,404,930
412,066
162,798
162,798
10,102
152,696
705,719
189,234
8,402
10,689
(46,454)
57,143
135,385
135,385
49,055
49,055
6,299
42,756
8,194,305
5,584,054
2,538,148
2,538,772
495,069
2,043,703
1,945,990
(1,043,517)
931,856
2,108,880
(1,237,728)
1,147,421
6,198,348
(2,615,051)
5,905,910
833,870
(692,004)
156,780
82,570
(45,225)
169,973
714,663
(575,454)
686,444
235,997
(233,464)
455,043
254,897
(27,013)
243,008
29,377,654
(19,706,800)
33,927,984
Condensed cash flow
Net cash generated/(used) in operation activities 123,465
Net cash used in investing activities
(2,402)
Net cash used in financing activities
(306,228)
473,699
(58,008)
(615,006)
1,357,539
(426,693)
(2,045,214)
88,283
(5,273)
(74,475)
6,391
(8,705)
-
342,022
(114,497)
2,578
227,394
(171,247)
(31,278)
7,380
(2,551)
(37,500)
805,758
(7,472,373)
9,108,056
(185,165)
(199,315)
(1,114,368)
8,535
(2,314)
230,103
24,869
(32,671)
2,441,441
38,886
905,178
1,401,957
-
295,593
(408,735)
(1,049,883)
739,794
-
25,138
-
55,023
-
420,249
-
38,886
-
240,940
(19,934,800)
(3,570,629)
Movement in cash and cash equivalents
Subsidiary financial split
Cash and bank balances
Bank loans
Bank overdrafts/commercial papers
14. Stocks
Raw materials and work-in-progress
Property stocks and work-in-progress-UPDC Plc
Technical stocks and spares
Trading and other sundry stocks
69
Mr Bigg’s
Ghana Ltd
N'000
1,705,259
339,819
66,930
68,628
58,077
10,551
Condensed financial position
Current assets
Current liabilities
Net assets/(liabilities)
2010
ANNUAL
REPORT &
ACCOUNTS
uacREG
Limited
N'000
GC
Limited
N'000
CAP
Plc
N'000
Group
Company
2010
=N='000
2009
=N='000
2010
=N='000
2009
=N='000
5,317,028
366,223
582,210
2,174,558
4,908,351
3,139,926
919,381
1,277,336
770,442
391,225
83,180
816,356
395,982
57,435
8,440,019
10,244,994
1,244,847
1,269,773
notes to the financial statements
15. Debtors and pre-payments
Trade debtors
Deposit for import
Advance against gratuity
Amount owed by associated companies
Other debit balances
Pre-payments and accrued income
16. Cash and bank balances
Group
Company
2010
2009
=N='000
=N='000
2010
=N='000
2009
=N='000
5,373,620
106,289
518
2,820,490
1,504,708
3,796,545
98,160
11,383
1,706,306
1,492,900
1,261,557
440,432
809,379
928,474
1,408,550
846,350
1,325,070
869,093
9,805,625
7,105,294
3,439,842
4,449,063
Group
Company
2010
=N='000
2009
=N='000
2010
=N='000
2009
=N='000
Cash in hand and at banks
7,246,162
5,530,715
2,235,868
1,690,537
Bank overdrafts
Bankers acceptances and commercial papers
1,390,708
5,691,252
9,223,761
5,950,000
56,271
1,500,000
2,519,097
-
7,081,960
15,173,761
1,556,271
2,519,097
164,202
(9,643,046)
679,597
(828,560)
Net cash and bank balances
Note: -
The Group bank overdraft included N1.1b in Grand Cereals Limited and N0.3b in UPDC Plc while the commercial papers of N1.5b and N3.3b were
owed by Corporate Centre and UPDC Plc respectively to some local banks.
Group
17. Creditors & accruals
Trade creditors
Other credit balances
Accruals and deferred income
Total
Company
2010
=N='000
2009
=N='000
2010
=N='000
2009
=N='000
7,707,450
7,935,884
3,835,038
7,688,728
7,915,083
2,543,390
1,694,739
436,498
630,114
1,195,567
731,512
676,430
19,478,372
18,147,201
2,761,351
2,603,509
2010
ANNUAL
REPORT &
ACCOUNTS
70
Group
18. Provisions for deferred taxation
Company
2010
N'000
2010
N'000
2009
N'000
Balance at January
2,449,603
3,042,227
35,997
(132,122)
Provisions on the revaluation reserve - UPDC Plc
(226,804)
(565,588)
-
-
(Credit)/charge during the year
(350,272)
(27,036)
(242,799)
168,119
Balance at December
1,872,527
2,449,603
(206,802)
35,997
19. Creditors falling due within and after one year
Maturity
date
Creditors falling due within one year:
Terms loan/lease rental:
Access Bank Plc and UBA finance lease
Agric/term loans:
UBA Plc
Term loan
UPDC 10% 5-year Bond
Term loans/lease rentals:
UBA Plc
Group
2010
=N='000
2009
N'000
Company
2009
=N='000
2010
=N='000
2009
=N='000
November, 2012
168,386
175,053
168,386
175,053
August, 2015
December, 2014
August, 2015
408,735
4,934,800
15,000,000
6,500,849
-
-
-
October, 2010
20,511,921
256,836
6,932,738
168,386
256,836
431,889
The group average interest rate for the facilities from local banks during the year was 13.27% (2009: 18%) while that of Bond was 10%
20. Provisions for liabilities and charges
2010
ANNUAL
REPORT &
ACCOUNTS
71
Gratuity obligations
Group
Company
2010
N'000
2009
N'000
2010
N'000
2009
N'000
2,339,015
2,242,794
1,819,157
1,708,772
(i)
Pension and gratuity obligations.
(a) The pension scheme of the employees is handled by UNICO CPFA Limited.
(b) Gratuity obligations represent provisions for liabilities in respect of retirement gratuity as stated in the accounting policies.
Group
Movement in gratuity and unfunded retirement
benefits provisions:
Company
2010
N'000
2009
N'000
2010
N'000
2009
N'000
Opening balance as at 1st January
Provision during the year
Additional provision during the year
Payment during the year
2,242,794
414,513
350,000
(668,292)
1,941,452
391,045
350,000
(439,703)
1,708,772
283,607
350,000
(523,222)
1,501,227
22,186
350,000
(364,641)
Closing balance as at 31st December
2,339,015
2,242,794
1,819,157
1,708,772
The amount recognised in the balance sheet for the unfunded gratuity scheme are based on an actuarial valuation of the company's obligation as at 31
December 2010. In line with the group's policy of performing actuarial valuation every three years. The valuation as at 31st December 2010 is N2.8billion
giving a shortfall of N1billion which is to be provided for over the next 2 years. The valuation of the accrued benefits payable as at 31 December 2010 if
the plan is discontinued is N1.1 billion.
Assumptions used in the actuarial valuation are:
Discount rate
12%
Inflation rate
10%
Future salary increase
12%
21. Share capital
2010
2009
Number
000
Value
=N='000
Number
000
Value
=N='000
Ordinary shares of 50k each
Authorised:
Balance at the beginning of the year
Balance at the end of the year
2,000,000
2,000,000
1,000,000
1,000,000
2,000,000
2,000,000
1,000,000
1,000,000
Issued and fully paid:
Balance at the beginning of the year
Bonus issue during the year
Balance at the end of the year
1,280,576
320,144
1,600,720
640,288
160,072
800,360
1,280,576
1,280,576
640,288
640,288
The bonus issue of 1 ordinary share for every 4 shares was approved at the last annual general meeting held on the 16th June 2010
2010
ANNUAL
REPORT &
ACCOUNTS
72
22. Share premium, revaluation, capital & other reserves
Group
Company
2010
=N='000
2009
=N='000
2010
=N='000
2009
=N='000
4,094,608
1,984,452
15,896,527
20,870
126,797
22,123,254
4,254,680
1,984,452
18,503,353
20,870
126,797
24,890,152
4,094,608
1,984,452
126,797
6,205,857
4,254,680
1,984,452
126,797
6,365,929
Share premium
Balance at the beginning of the year
Bonus issue during the year
4,254,680
(160,072)
4,254,680
-
4,254,680
(160,072)
4,254,680
-
Balance at the end of the year
4,094,608
4,254,680
4,094,608
4,254,680
Share premium
Capital reserve
Revaluation surplus - UPDC Plc
Contingency reserve
Other reserve
Balance at the end of the year
23. Profit attributable to ordinary
shareholders
Balance at the beginning of the year
Profit for the period
Transfer to contingency reserve-UNICO
Dividend declared (note 9(i))
Group
Company
2010
=N='000
11,956,268
3,190,867
(1,664,749)
2009
=N='000
10,503,470
4,019,127
(5,176)
(2,561,153)
2010
=N='000
4,894,114
1,597,392
(1,664,749)
2009
=N='000
5,566,251
1,889,016
(2,561,153)
13,482,386
11,956,268
4,826,757
4,894,114
24. Non-controlling interest
This comprises amounts due to holders of non-controlling shares in subsidiary companies.
2010
ANNUAL
REPORT &
ACCOUNTS
73
Share capital
Share premium
Capital & other reserve
Retained profit of previous years
Retained profit for the year
Balance at the end of the year
2010
=N='000
928,888
2,393,247
3,364,236
235,365
2,259,936
9,181,670
2009
=N='000
773,190
2,293,767
2,015,918
236,172
2,157,981
7,477,028
notes to the financial statements
25. Commitment for capital expenditure
At 31st December 2010, the amount of capital expenditure authorised by the Board and still unspent but have been contracted
at the balance sheet date are summarized below:
Group
Company
2010
=N='000
2009
=N='000
2010
=N='000
2009
=N='000
Capital expenditure authorised
644,800
210,654
303,840
119,244
Capital expenditure authorised & contracted
625,900
210,654
265,840
119,244
26. Contingent liabilities
There were litigations in the ordinary course of business as at the balance sheet date. It is the Directors' opinion that no material
liability against the Company will arise therefrom.
27. Related parties transactions
As indicated in note 14 (long term investments), the Company has shareholding in some of its associated companies.
The following transactions were carried out with related parties:
(i)
Sales and purchases of goods and services
(a) Sales of goods and services:
UACN Property Development Co. Plc
Warm Spring Waters Nigeria Limited
Chemical & Allied Products Plc
Spring Waters Nigeria Limited
Grand Cereals Limited
2010
N’000
2009
N’000
103,140
106,555
74,833
284,528
129,729
30,276
3,567
163,572
2010
ANNUAL
REPORT &
ACCOUNTS
74
(b) Purchases of goods and services:
UACN Property Development Co. Plc
GM Nigeria Limited
Warm Spring Waters Nigeria Limited
Grand Cereals Limited
Chemical & Allied Products Plc
2010
N’000
126,447
262,793
30,711
419,951
2009
N’000
58,043
183,227
47,928
13,203
302,401
The related party transactions were carried out on commecials terms and conditions
(c) Balances outstanding at the year end in respect of inter-company were:
Receivable
GM Nigeria Limited
Spring Waters Nigeria Limited
UACN Property Development Co. Plc
Chemical & Allied Products Plc
Warm Spring Waters Nigeria Limited
Mr Bigg’s Ghana Ltd.
56,217
25,400
14,840
2,700
415,926
515,083
8,198
22,911
137,267
309,929
478,305
The related party transactions were carried out on commercial terms and conditions.
(ii) Loans to directors.
No loans were granted to the directors of the company during the year (2010 Nil).
29. Post balance sheet events
There has been no material post balance sheet event to date.
30. Comparative figures
Reclassifications have been made in respect of certain prior year figures in order to conform with current year presentation,
31. Approval of the Financial Statement
The Financial Statements were approved by the directors on 29th of March, 2011
2010
ANNUAL
REPORT &
ACCOUNTS
75
Group five year financial summary
Naira millions
Funds employed
Ordinary shareholders' funds
Non-controlling interest
Creditors due after one year
Provision for liabilities and charges
Total
Employment of funds
Fixed assets
Long-term investments
Net current (liabilities)/assets
2006
N
18,009
1,313
1,287
1,200
21,809
2007
N
27,354
4,861
19,973
1,487
53,675
2008
N
41,157
6,728
7,561
1,941
57,387
2009
N
37,487
7,477
9,382
2,243
56,589
2010
N
36,406
9,182
22,385
2,339
70,312
12,668
4,579
4,562
54,715
70,575
54,472
51,572
2,123
(3,163)
2,074
(15,262)
2,204
(87)
2,253
16,487
Total
21,809
53,675
57,387
56,589
70,312
Capital expenditure
2,692
14,155
8,154
13,726
12,044
Depreciation
Results
Turnover
Profit before tax
Share of profit of associated
companies
1,889
1,847
2,042
2,196
2,797
34,082
3,058
37,155
4,403
53,652
8,527
56,605
7,568
52,314
7,038
9
13
11
12
17
Taxation
(1,423)
(1,450)
(2,005)
(1,899)
(1,643)
Profit after tax
Dividends
Profit of the year retained
3,204
(1,285)
2,803
(2,177)
4,241
(2,561)
4,019
(1,665)
3,191
(1,761)
Share prices: High (kobo)
Low (kobo)
Market capitalisation (year-end)
Dividends per share (kobo)
Dividends per share (kobo)- adjusted
Earnings per share (kobo)
Earning per share (kobo)- adjusted
Net assets per share (kobo)
Dividends cover (times)
1,919
627
1,680
2,354
1,430
3,170
1,591
5,682
4,750
6,160
2,801
4,196
2,246
5,848
3,616
33,978
100
88
200
160
1,355
2.0
67,102
170
136
175
140
2,516
1.0
44,308
200
160
265
212
3,739
1.3
47,061
130
104
314
251
3,511
2.4
58,826
110
110
199
199
2,848
1.8
Note:
The dividends, earning and net assets per share of 50 kobo are computed respectively on the proposed dividend, the profit after taxation
and the shareholders funds, each on the basis of the number of ordinary shares in issue as at 31st December
2010
ANNUAL
REPORT &
ACCOUNTS
76
shareholders' information
Shareholdings
According to the register of members, one shareholder of the company (Stanbic Nominees Ltd) held more than 5% of the issued capital of the company
as at 31st December.
Number of holdings
1
501
1,001
5,001
50,001
100,001
500,001
1,000,001
10,000,001
-
Number of shares
Percentage %
Number of holders
Percentage
10,296,693
16,629,106
245,887,877
196,860,528
49,350,714
134,700,367
81,130,343
286,743,405
579,121,289
0.64
1.04
15.36
12.30
3.08
8.41
5.07
17.91
36.18
35,594
23,236
110,781
17,378
713
647
110
108
17
18.87
12.32
58.72
9.21
0.38
0.34
0.06
0.06
0.01
1,600,720,322
100.00
188,584
100.00
500
1,000
5,000
50,000
100,000
500,000
1,000,000
10,000,000
and over
Movement in share capital
Authorised capital
Date
30/09/1976
23/09/1977
30/09/1978
30/09/1990
11/04/1990
16/09/1993
05/04/1994
15/02/1995
03/07/1996
09/08/2000
27/10/2004
16/06/2010
From
=N='000
Issued and fully paid capital
To
=N='000
40,000
80,000
100,000
148,500
163,350
204,188
204,188
204,188
300,000
500,000
1,000,000
1,000,000
26,000
40,000
80,000
100,000
148,500
163,350
204,188
204,188
204,188
300,000
500,000
1,000,000
From
=N='000
23,760
39,600
79,200
99,000
148,500
163,350
204,188
161,308
181,727
227,159
454,318
640,288
Consideration
To
=N='000
39,600
79,200
99,000
148,500
163,350
204,188
161,308
181,727
227,159
454,318
640,288
800,360
Scrip Issue (2 for 3)
Scrip Issue (1 for 1)
Scrip Issue (1 for 4)
Scrip Issue (1 for 2)
Scrip Issue (1 for 10)
Scrip Issue (1 for 4)
Capital Reduction
Offer for subscription
Scrip Issue (1 for 4)
Scrip Issue (1 for 1)
Right Issue (1 for 4)
Scrip Issue (1 for 4)
Five year dividend history
Dividends declared during the last five years were as follows:
Date declared
2010
ANNUAL
REPORT &
ACCOUNTS
77
18th May, 2006
17th May, 2007
31st Dec, 2007 & 23rd May, 2008
20th May, 2009
16th June, 2010
Total amount
=N='000
Dividend
per share
970,984
1,284,624
2,176,980
2,561,153
1,664,749
85.00k
100.00k
170.00k
200.00k
130.00k
% of company
Profit after taxation
61
94
79
99
88
unclaimed dividends and share certificates
Since becoming a public company in 1974, the company has declared dividends and issued a number of scrip shares.
Currently, our unclaimed dividend accounts indicate that some dividend warrants have not been presented to the bank for payment while others have
been returned to the registrar as unclaimed because the addresses could not be traced.
This notice is to request all affected shareholders to contact:
The Registrar
UAC Registrars Limited
uac house
1 - 5 Odunlami Street
Lagos.
Tel: 01-8730080-5
Email: [email protected]
The Dividends are set out below:
Dividends
Date declared
No
Month
Day
Year
33
34
35
36
37
38
39
40
41
42
43
44
45
July
July
May
May
May
May
May
May
May
Dec
May
June
June
9
9
7
22
21
19
18
17
23
31
31
16
16
1997
1998
1999
2002
2003
2004
2005
2006
2007
2007
2008
2009
2010
Amount unclaimed
2010 Dec.2009
N'000
N'000
21,946
22,045
20,558
20,658
27,089
27,089
16,427
16,427
41,184
41,184
82,237
82,237
145,649 145,649
168,032 170,032
209,067 210,067
31,374
41,373
311,961 327,961
463,528
511,528
312,504
-
2010
ANNUAL
REPORT &
ACCOUNTS
78
UAC OF NIGERIA PLC
th
Annual General Meeting to be held at 10.00 a.m. on Wednesday 15 June, 2011
at the at the Borno-Rivers Hall, Transcorp Hilton, 1 Aguiyi Ironsi Street, Maitama, Abuja FCT.
RESOLUTIONS
I/We
FOR
AGAINST
ORDINARY BUSINESS
To declare Dividend
To re-elect Mrs. A Ajumogobia
To re-elect Dr S A Ndanusa
being a member/members of UAC OF NIGERIA PLC
do hereby appoint
---------------------------------------------------------or failing him the Chairman of the Meeting as my/our proxy
to vote for me/us on our behalf at the General Meeting of the
Company to be held on Wednesday 15th June, 2011 and at every
adjournment thereof
Please indicate your wish by placing 'X' in the appropriate square , Put the 'X” beside the motion before meeting and not any of the others
To authorize the directors to fix
Auditor’s remunerations
To elect members of the Audit
Committee
SPECIAL BUSINESS
To fix remuneration of Directors and
approve benefits for retired Directors.
Signature of member/proxy ………………………
Dated this ………… day of ……………………… 2011.
Date: ………………………………………………..........
Shareholder's signature…………………………………..
NOTES
1.
2.
3.
4.
5.
A member (shareholder) who is unable to attend an Annual General Meeting is allowed by law to attend by proxy. The above form has been prepared to enable you to exercise your vote if you cannot personally
attend.
Provision has been made on this form for the Chairman of the Meeting to act as your proxy, but if you wish you may insert in the blank space on the form (marked*) the name of any person, whether a
member of the Company or not, who will attend the Meeting and vote on your behalf instead of the Chairman of the Meeting.
Please sign the above proxy form and post it so as to reach the address shown over leaf not later than 10.00 a.m. on Monday 13th June 2011. If executed by a corporation, the proxy form should be sealed with
the Common Seal or signed.
The proxy must produce the Admission form sent with the Report and Accounts to obtain entrance to the Meeting.
The proxy form should not be completed and sent to the address if the member will be attending the meeting in person.
IF YOU ARE UNABLE TO ATTEND, PLEASE
(a)
Write the name of your proxy (if any) where marked.*
(b)
Ensure that the form is signed by you and stamped with COMMISSIONER OF STAMP DUTIES.
(c)
Tear the proxy form along the perforated lines and post so as to reach the address shown overleaf not later than 48 hours before the time of holding the meeting.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ADMISSION FORM
UAC OF NIGERIA PLC
Annual General Meeting Admission Card
Please admit
to the Annual General Meeting of UAC OF NIGERIA PLC which will be held at the at the Borno-Rivers Hall, Transcorp Hilton, 1 Aguiyi Ironsi Street, Maitama, Abuja FCT
on Wednesday 15th June, 2011 at 11.00am
IMPORTANT NOTICE:
1.
2.
This admission card must be produced by the Shareholder or his proxy in order to obtain entrance to the Annual General Meeting.
Shareholders or their proxies are requested to sign the admission card in the appropriate place before attending the Meeting
GODWIN A SAMUEL, ESQ
COMPANY SECRETARY/LEGAL ADVISER
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------UAC OF NIGERIA PLC
Annual General Meeting Admission Card
Name and Address of Shareholder
Signature of person attending
SHAREHOLDER……………………………….
PROXY……………………………………………
PLEASE AFFIX
STAMP
The Registrar
UAC Registrars Limited
uac house
1 - 5 Odunlami Street
Lagos.
Tel. 01-8730080-5
Email: [email protected]
If undelivered please return to
UAC REGISTRARS LIMITED
2ND FLOOR, UAC HOUSE
1-5 ODUNLAMI STREET
P.O.BOX 2183
LAGOS
To:
The Registrar,
UAC Registrars Limited,
1-5 odunlami Street,
Marina, Lagos.
Please credit my account at Central Securities Clearing Systems Limited (CSCS) with all subsequent allotments and
bonuses to me from holdings in the companies as indicated in the right-hand column.
Personal Data
Surname…………………………………………………………………………………………..
Other Names…………………………………………………………………………………….
Address……………………………………………………………………………………………
…………………………………………………………………………………………………………
………………………………………………………………………………………………………..
Mobile Phone…………………………………………………………………………………
Email………………………………………………………………………………………………
Shareholder's Signature
(1)…………………………………………………………………………………………
(2)…………………………………………………………………………………………
Corporate Seal/Stamp (for Corporate Shareholders)………………………….
CSCS Details
Stockbroker……………………………………………………………………………………
Clearing House number………………………………………………………………..
………………………………………………………………………………………………………..
Authorized Signature & Stamp of Stockbroker
Please attach a copy of your CSCS statement to this form as evidence that a CSCS account has been opened for you.
MANDATE FORM
registrars limited
a subsidiary of uac nigeria plc
1-5 Odunlami Street, P.O. Box 2183, Lagos
MANDATE FOR e-Dividend PAYMENT
It is our pleasure to inform you that you can henceforth, collect your dividend through DIRECT CREDIT into your Bank Account. Consequently, we
hereby request you to provide the following information to enable us process direct payment of your dividend (when declared) into your bank account.
Ii
I
Date (DD/MM/YYYY)
It
Surname/Company’s Name
Other Names (for Individual Shareholder)
Present Postal Address
City
State
Email Address
Mobile (GSM) Phone Number
Bank Name
Branch Address
Bank Account Number
Bank Sort Code
REGISTRAR’S USE
NAME OF COMPANY
NAME: ………………………
UAC OF NIG. PLC
SIGNATURE: ………………
DA TE: ……………………….
I/WE hereby request that from now, all dividend warrant(s) due to me/us from my/our holding(s) in the Company ticked above be credited to my/our
Bank named above.
APPENDIX II
Shareholder’s Signature
Shareholder’s
Signatureor
orThumbprint
Thumbprint
Shareholder’s Signature or Thumbprint
Company Seal/Incorporation Number (Corporate Shareholder)
AUTHORISED SIGNATUIRE $ STAMP OF BANKERS
Please be informed that by filling and sending thisform to us for processing, you have appliedfor the e-Dividend
thereby, authorizing us to credit your account (inrespect of dividends) electronically.
PLEASE COMPLETE AND RETURN TO US