Exhibit 99.1

Financial Statements

AIMIA Foods Holdings Limited

For the year ended 30 June 2013

Registered number: 06201887

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AIMIA Foods Holdings Limited

 

Contents
			Page
Independent auditor’s report			ii
Consolidated profit and loss account			1
Consolidated balance sheet			2
Company balance sheet			3
Consolidated cash flow statement			4
Notes to the financial statements			5 - 22

 

i

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INDEPENDENT AUDITOR’S REPORT		Grant Thornton UK LLP 4 Hardman Square Spinningfields Manchester M3 3EB T +44 (0) 161 953 6901 www.grant-thornton.co.uk

Board of Directors

Aimia Foods Holdings Limited

We have audited the accompanying consolidated financial statements of Aimia Foods Holdings Limited and subsidiaries, which comprise the consolidated balance sheets as of 30 June 2013, and the related consolidated profit and loss account, and cash flow statement for the year then ended, and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law); this includes the design, implementation, and maintenance of internal control relevant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects the financial position of Aimia Foods Holdings Limited and subsidiaries as of 30 June 2013, and the results of their operations and their cash flows for the year then ended in accordance with United Kingdom Generally Accepted Accounting Practice.

 

GRANT THORNTON UK LLP

Manchester

United Kingdom

5 August 2014

 

iii

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AIMIA Foods Holdings Limited

Consolidated profit and loss account

For the year ended 30 June 2013

 

										Unaudited
						2013				2012
		Note				£000				£000
Turnover			1,2				58,477				58,635
Cost of sales							(45,404	)			(48,075	)
Gross profit							13,073				10,560
Distribution costs							(1,104	)			(1,083	)
Administrative expenses							(5,163	)			(4,782	)
Exceptional administrative expenses			4				—				(3,109	)
Total administrative expenses							(5,163	)			(7,891	)
Other operating income			3				—				32
Operating profit			4				6,806				1,618
Interest payable and similar charges			8				(124	)			(136	)
Profit on ordinary activities before taxation							6,682				1,482
Tax on profit on ordinary activities			9				(1,678	)			(432	)
Profit for the financial year			19				5,004				1,050

All amounts relate to continuing operations.

There were no recognised gains and losses for 2013 or 2012 other than those included in the Profit and loss account.

The accompanying notes 1 to 32 form part of these financial statements.

 

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AIMIA Foods Holdings Limited

Registered number: 06201887

Consolidated balance sheet

As at 30 June 2013

 

		Note				£000				2013 £000				£000				Unaudited 2012 £000
Fixed assets
Intangible assets			10								6,346								6,800
Tangible assets			11								2,582								1,507
Investments			12								672								—
											9,600								8,307
Current assets
Stocks			13				4,080								3,640
Debtors			14				6,630								5,965
Cash at bank							2,682								606
							13,392								10,211
Creditors: amounts falling due within one year			15				(12,874	)							(14,274	)
Net current assets/(liabilities)											518								(4,063	)
Total assets less current liabilities											10,118								4,244
Creditors: amounts falling due after more than one year			16								(1,269	)							(399	)
Net assets											8,849								3,845
Capital and reserves
Called up share capital			18								500								500
Capital redemption reserve			19								544								544
Profit and loss account			19								7,805								2,801
Shareholders’ funds			20								8,849								3,845

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2014.

 

Mr R N Unsworth

Director

The accompanying notes 1 to 32 form part of these financial statements.

 

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AIMIA Foods Holdings Limited

Registered number: 06201887

Company balance sheet

As at 30 June 2013

 

		Note				£000				2013 £000				£000				Unaudited 2012 £000
Fixed assets
Investments			12								12,403								12,403
Current assets
Debtors			14				110								110
Creditors: amounts falling due within one year			15				(11,631	)							(11,631	)
Net current liabilities											(11,521	)							(11,521	)
Net assets											882								882
Capital and Reserves
Called up share capital			18								500								500
Capital redemption reserve			19								544								544
Profit and loss account			19								(162	)							(162	)
Shareholders’ funds			20								882								882

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2014.

 

Mr R N Unsworth

Director

The accompanying notes 1 to 32 form part of these financial statements.

 

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AIMIA Foods Holdings Limited

Consolidated cash flow statement

For the year ended 30 June 2013

 

		Note				2013 £000				Unaudited 2012 £000
Net cash flow from operating activities			21				3,782				4,752
Returns on investments and servicing of finance			22				(124	)			(136	)
Taxation							(332	)			(401	)
Capital expenditure and financial investment			22				(2,210	)			(230	)
Cash inflow before financing							1,116				3,985
Financing			22				1,137				(394	)
Increase in cash in the year							2,253				3,591

Reconciliation of net cash flow to movement in net funds/(debt)

For the year ended 30 June 2013

 

		2013 £000				Unaudited 2012 £000
Increase in cash in the year			2,253				3,591
Cash inflow from increase in debt and lease financing			(1,137	)			—
Change in net debt resulting from cash flows			1,116				3,591
New finance leases			—				290
Movement in net funds/(debt) in the year			1,116				3,881
Net debt at 1 July			(217	)			(4,098	)
Net funds/(debt) at 30 June			899				(217	)

The accompanying notes 1 to 32 form part of these financial statements.

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

1.	Accounting policies

 

1.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with the Companies Act 2006 and applicable UK accounting standards (United Kingdom Generally Accepted Accounting Principles).

 

1.2

Going concern

The Group has considerable financial resources together with long standing relationships with a number of customers and suppliers across different geographic areas. As a consequence, the directors believe that the Group is well placed to manage its business risk successfully despite the current uncertain economic outlook.

 

1.3

Basis of consolidation

The Group financial statements consolidate the accounts of the company and all of its subsidiary undertakings drawn up for the year ended 30 June 2013.

On acquisition of a subsidiary, all of the subsidiary’s assets and liabilities which exist at the date of acquisition are recorded at their fair value reflecting their condition at that date.

 

1.4

Turnover

Turnover is the total amount receivable by the Group for goods supplied and services provided, excluding VAT and trade discounts. Revenue from the supply of goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer, which is at the point of despatch.

 

1.5

Goodwill

Goodwill is the difference between amounts paid on the acquisition of a business or a company and the fair value of the identifiable assets and liabilities. It is amortised to the Profit and loss account over its estimated economic life.

 

1.6

Investments

Investments are included at cost less provision for impairment.

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

1.	Accounting policies (continued)

 

1.7

Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation and any provision for impairment. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

 

		Leasehold improvements		-		3 - 10 years
		Plant and machinery		-		3 - 10 years
		Motor vehicles		-		3 years
		Fixtures & fittings		-		5 years
		Computer equipment		-		3 - 5 years

Those tangible fixed assets held for use under operating leases are depreciated over 4 years.

 

1.8

Stocks

Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes materials, direct labour, other direct overheads and royalties payable. Net realisable value is based on estimated selling price, less further costs expected to be incurred to completion and disposal.

 

1.9

Hire purchase agreements

Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at their fair value. The capital element of the future payments is treated as a liability and the interest is charged to the profit and loss account at a constant rate of charge on the balance of capital repayments outstanding.

 

1.10

Operating leases

Rentals applicable to operating leases, where substantially all of the benefits and risks of ownership remain with the lessor, are charged against profits on a straight line basis over the period of the lease.

 

1.11

Lease income

Payments received under operating leases are credited to the profit and loss account on a straight line basis over the lease term.

 

1.12

Current tax

The current tax charge is based on the profit for the year and is measured at the amounts expected to be paid based on the tax rates and laws substantively enacted by the balance sheet date. Current and deferred tax is recognised in the profit and loss account for the period except to the extent that it is attributable to gain or loss that is, or has been, recognised directly in the statement of total recognised gains and losses.

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

1.	Accounting policies (continued)

 

1.13

Deferred taxation

Deferred tax is recognised in respect of all timing differences that had originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exception, deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

 

1.14

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.

Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.

Exchange gains and losses are recognised in the Profit and loss account.

 

1.15

Pensions

The Group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Group to the fund in respect of the year.

 

1.16

Financial Instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

2.

Turnover

An analysis of turnover by class of business is as follows:

 

						Unaudited
		2013				2012
		£000				£000
United Kingdom			58,029				55,322
Europe			448				2,864
Rest of world			—				449
			58,477				58,635

The turnover and profit on ordinary activities before taxation is attributable to the manufacture and distribution of food and beverage supplies into the retail, cash and carry, foodservice and vending sectors and the provision of manufacturing and packing services to the food industry.

 

3.	Other operating income

 

						Unaudited
		2013				2012
		£000				£000
Other operating income			—				32

Other operating income relates to net rent receivable in respect of operating leases.

 

4.	Operating profit

The operating profit is stated after charging:

 

						Unaudited
		2013				2012
		£000				£000
Amortisation - intangible fixed assets			454				454
Depreciation of tangible fixed assets:
- owned by the group			63				594
- held under finance leases			400				128
Operating lease rentals:
- other			117				129
- land and buildings			956				956

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

Exceptional administrative expenses

 

		2013 £000				Unaudited
						2012
						£000
Provision in respect of GSOP scheme			—				3,109

The Growth Securities Ownership Plan (GSOP) is an incentive arrangement to align employees’ interests with those of the company. The GSOP was fully settled in 2012.

 

5.	Auditors’ remuneration

 

		2013				Unaudited 2012
		£000				£000
Fees payable to the company’s auditor and its associates for the audit of the company’s annual accounts			16				15
Fees payable to the company’s auditor and its associates in respect of:
Taxation compliance services			5				5
All other non-audit services not included above			—				5

 

6.	Staff costs

Staff costs, including directors’ remuneration, were as follows:

 

		2013				Unaudited 2012
		£000				£000
Wages and salaries			7,472				10,793
Social security costs			601				643
Other pension costs			247				241
			8,320				11,677

The average monthly number of employees, including the directors, during the year was as follows:

 

		2013				Unaudited 2012
		No.				No.
Production			159				155
Administration			101				110
			260				265

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

7.	Directors’ remuneration

 

		2013				Unaudited 2012
		£000				£000
Remuneration			805				3,600
Company pension contributions to defined contribution pension schemes			58				59

During the year retirement benefits were accruing to 5 directors (2012 unaudited - 5 in respect of defined contribution pension schemes. The highest paid director received remuneration of £132,000 (2012 unaudited - £1,668,000).

Management and consultancy fees of £110,000 (2012 unaudited - £110,000) were paid which comprised charges for the services of I Unsworth and G Unsworth.

 

8.	Interest payable

 

		2013				Unaudited 2012
		£000				£000
On bank loans and overdrafts			62				108
On finance leases and hire purchase contracts			62				28
			124				136

 

9.

Taxation

 

		2013				Unaudited 2012
		£000				£000
Analysis of tax charge in the year
Current tax (see note below)
UK corporation tax charge on profit for the year			1,588				492
Adjustments in respect of prior periods			(44	)			(151	)
Total current tax			1,544				341

 

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

9.	Taxation (continued)

 

Deferred tax
Origination and reversal of timing differences			118				91
Effect of increased tax rate on opening liability			16				—
Total deferred tax (see note 17)			134				91
Tax on profit on ordinary activities			1,678				432

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2012 unaudited - lower than) the standard rate of corporation tax in the UK of 23.75% (2012 unaudited - 25.5%). The differences are explained below:

 

		2013 £000				Unaudited 2012 £000
Profit on ordinary activities before tax			6,682				1,482
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.75% (2012 - 25.5%)			1,587				378
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment			123				143
Capital allowances for year in excess of depreciation			(116	)			(34	)
Adjustments to tax charge in respect of prior periods			(44	)			(151	)
Short term timing difference leading to an increase (decrease) in taxation			(6	)			5
Current tax charge for the year (see note above)			1,544				341

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

10.	Intangible fixed assets

 

		Goodwill £000
Group
Cost
At 1 July 2012 (unaudited) and 30 June 2013			9,069
Amortisation
At 1 July 2012 (unaudited)			2,269
Charge for the year			454
At 30 June 2013			2,723
Net book value
At 30 June 2013			6,346
At 30 June 2012 (unaudited)			6,800

The directors have assessed that the goodwill has a useful economic life of 20 years.

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

11.	Tangible fixed assets

 

		L/Term Leasehold Property £000				Plant & machinery £000				Motor vehicles £000				Fixtures & fittings £000				Other fixed assets £000				Total £000
Group
Cost
At 1 July 2012 (unaudited)			188				10,342				46				2,663				180				13,419
Additions			—				1,427				39				72				—				1,538
Disposals			—				(25	)			—				—				—				(25	)
Transfer between classes			—				180				—				—				(180	)			—
At 30 June 2013			188				11,924				85				2,735				—				14,932
Depreciation
At 1 July 2012 (unaudited)			85				9,203				42				2,582				—				11,912
Charge for the year			—				407				7				49				—				463
On disposals			—				(25	)			—				—				—				(25	)
At 30 June 2013			85				9,585				49				2,631				—				12,350
Net book value
At 30 June 2013			103				2,339				36				104				—				2,582
At 30 June 2012 (unaudited)			103				1,139				4				81				180				1,507

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:

 

		2013 £000				Unaudited 2012 £000
Group
Plant and machinery			953				449

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

12.	Fixed asset investments

 

		Unlisted investments £000
Group
Cost or valuation
At 1 July 2012 Unaudited			—
Additions			672
At 30 June 2013			672
Net book value
At 30 June 2013			672
At 30 June 2012 Unaudited			—

The fixed asset investment represents a 49% shareholding in Associated Coffee Merchants (International) Limited, a company incorporated in England and Wales. There are no common directors and the directors believe there is no significant influence held over the company, as such the investment has been held at cost under fixed asset investments.

 

		Investments in subsidiary companies £000
Company
Cost or valuation
At 1 July 2012 Unaudited and 30 June 2013			12,403
Net book value
At 30 June 2013			12,403
At 30 June 2012 Unaudited			12,403

Details of the principal subsidiaries can be found under note number 28.

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

13.

Stocks

 

		Group								Company
						Unaudited								Unaudited
		2013				2012				2013				2012
		£000				£000				£000				£000
Raw materials			2,159				2,088				—				—
Finished goods and goods for resale			1,921				1,552				—				—
			4,080				3,640				—				—

 

14.

Debtors

 

		Group								Company
						Unaudited								Unaudited
		2013				2012				2013				2012
		£000				£000				£000				£000
Trade debtors			5,494				4,725				—				—
Amounts owed by group undertakings			—				—				110				110
Amounts owed by related parties			—				45				—				—
Other debtors			202				106				—				—
Prepayments and accrued income			689				710				—				—
Deferred tax asset (see note 17)			245				379				—				—
			6,630				5,965				110				110

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

15.	Creditors:

Amounts falling due within one year

 

		Group								Company
						Unaudited								Unaudited
		2013				2012				2013				2012
		£000				£000				£000				£000
Bank loans and overdrafts			—				177				—				—
Net obligations under finance leases and hire purchase contracts			515				247				—				—
Trade creditors			6,964				7,223				—				—
Amounts owed to group undertakings			—				—				11,631				11,631
Corporation tax			1,584				372				—				—
Other taxation and social security			171				173				—				—
Other creditors			671				115				—				—
Accruals and deferred income			2,969				5,967				—				—
			12,874				14,274				11,631				11,631

The finance leases are secured against the assets to which they relate.

 

16.	Creditors:

Amounts falling due after more than one year

 

		Group						Company
				Unaudited								Unaudited
		2013		2012				2013				2012
		£000		£000				£000				£000
Net obligations under finance leases and hire purchase contracts		1,269			399				—				—

Obligations under finance leases and hire purchase contracts, included above, are payable as follows:

 

		Group						Company
				Unaudited								Unaudited
		2013		2012				2013				2012
		£000		£000				£000				£000
Between one and five years		1,269			399				—				—

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

17.	Deferred taxation

 

		Group								Company
		2013 £000				Unaudited 2012 £000				2013 £000				Unaudited 2012 £000
At beginning of year			379				470				—				—
Charged during the year (P&L)			(134	)			(91	)			—				—
At end of year			245				379				—				—
The deferred taxation balance is made up as follows:
		Group								Company
		2013 £000				Unaudited 2012 £000				2013 £000				Unaudited 2012 £000
Accelerated capital allowances			(239	)			(368	)			—				—
Short term timing differences			(6	)			(11	)			—				—
			(245	)			(379	)			—				—

The directors believe that the deferred tax asset of £245,000 (2012 unaudited - £379,000) recognised in the accounts will be recoverable against suitable profits arising in the future.

 

18.	Share capital

 

		2013 £000				Unaudited 2012 £000
Allotted, called up and fully paid
500,000 - Ordinary Shares shares of £1 each			500				500

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

19.

Reserves

 

		Capital redempt’n reserve £000				Profit and loss account £000
Group
At 1 July 2012 (Unaudited)			544				2,801
Profit for the financial year			—				5,004
At 30 June 2013			544				7,805
		Capital redempt’n reserve £000				Profit and loss account £000
Company
At 1 July 2012 (Unaudited) and 30 June 2013			544				(162	)

 

20.	Reconciliation of movement in shareholders’ funds

 

		2013 £000				Unaudited 2012 £000
Group
Opening shareholders’ funds			3,845				2,795
Profit for the financial year			5,004				1,050
Closing shareholders’ funds			8,849				3,845
		2013 £000				Unaudited 2012 £000
Company
Shareholders’ funds at 1 July 2012 (unaudited) and 30 June 2013			882				882

The Company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own profit and loss account.

The profit for the year dealt with in the accounts of the company was £NIL (2012 unaudited - £nil).

 

18

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

21.	Net cash flow from operating activities

 

		2013 £000				Unaudited 2012 £000
Operating profit			6,806				1,618
Amortisation of intangible fixed assets			454				454
Depreciation of tangible fixed assets			463				722
Profit on disposal of tangible fixed assets			—				(41	)
(Increase)/decrease in stocks			(440	)			418
(Increase)/decrease in debtors			(798	)			688
(Decrease)/increase in creditors			(2,703	)			893
Net cash inflow from operating activities			3,782				4,752

 

22.	Analysis of cash flows for headings netted in cash flow statement

 

		2013 £000				Unaudited 2012 £000
Returns on investments and servicing of finance
Interest paid			(62	)			(108	)
Hire purchase interest			(62	)			(28	)
Net cash outflow from returns on investments and servicing of finance			(124	)			(136	)
		2013 £000				Unaudited 2012 £000
Capital expenditure and financial investment
Purchase of tangible fixed assets			(1,538	)			(271	)
Sale of tangible fixed assets			—				41
Purchase of fixed asset investments			(672	)			—
Net cash outflow from capital expenditure			(2,210	)			(230	)

 

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

		2013 £000				Unaudited 2012 £000
Financing
Repayment of finance leases			(363	)			—
New finance leases			1,500				—
Repayment of finance leases			—				(394	)
Net cash inflow/(outflow) from financing			1,137				(394	)

 

23.	Analysis of changes in net debt

 

		Unaudited 1 July 2012 £000				Cash flow £000				Other non-cash changes £000				30 June 2013 £000
Cash at bank and in hand			606				2,076				—				2,682
Bank overdraft			(177	)			177				—				—
			429				2,253				—				2,682
Finance lease obligations
Debts due within one year			(247	)			(1,137	)			870				(514	)
Debts falling due after more than one year			(399	)			—				(870	)			(1,269	)
Net (debt)/funds
			(217	)			1,116				—				899

 

24.	Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounts to £247,000 (2012 unaudited - £241,000). Contributions totalling £43,000 (2012 unaudited - £43,000) were payable to the fund at the balance sheet date.

 

20

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

25.	Capital commitments

The Group had capital commitments at 30 June 2013 of £600,000 (2012 unaudited: £Nil).

 

26.	Contingent liabilities

There were no contingent liabilities at 30 June 2013 (2012 unaudited: £nil).

 

27.	Operating lease commitments

At 30 June 2013, the group had annual commitments under non-cancellable operating leases as follows:

 

		Land and buildings												Other
						Unaudited								Unaudited
		2013				2012				2013				2012
		£000				£000				£000				£000
Group
Expiry date:
Within 1 year			—				—				21				17
Between 2 and 5 years			488				189				51				68
After more than 5 years			493				792				—				—

 

28.	Principal subsidiaries

 

				Percentage
Company name		Country		Shareholding		Description
Aimia Foods Limited		England and Wales		100		Food and beverage manufacturing and distribution
Aimia Foods Group Limited		England and Wales		100		Intermediate Holding Company
Stockpack Limited		England and Wales		100		Dormant
Aimia Foods EBT Company Limited		England and Wales		100		Employee benefits trust

 

29.	Financial instruments

The Group incurs foreign exchange risk on sales and purchases that are denominated in currencies other than sterling. The Group uses forward exchange contracts to hedge this risk. The fair value of the Group’s forward contracts to buy Euros at 30 June 2013 was £nil (2012 unaudited - £nil).

 

21

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AIMIA Foods Holdings Limited

Notes to the financial statements

For the year ended 30 June 2013

 

30.	Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard No. 8 “Related party disclosures” and has not disclosed transactions with group undertakings, all of which have been eliminated on consolidation.

During the period, the company paid rent of £8,500 (2012 unaudited: £8,500) in relation to a property owned by Mr I M Unsworth and Mr R N Unsworth. As at 30 June 2013, the rent prepaid amounted to £6,375 (2012 unaudited: £6,375).

 

31.	Post balance sheet events

Cott Ventures Ltd, a subsidiary of Cott Corporation, acquired 100 percent of the share capital of Aimia Foods Holdings Limited pursuant to a Share Purchase Agreement dated 30 May 2014. The aggregate purchase price for the Aimia Acquisition was £52.1 million payable in cash, which included a payment for estimated closing balance sheet working capital, £19.9 million in deferred consideration to be paid by 30 September 2014, and aggregate contingent consideration of up to £15.9 million, which is payable upon the achievement of certain performance measures during 52 weeks ending 1 July 2016.

Prior to the transaction the Group settled all balances owed between group companies and secured finance lease creditors.

 

32.	Ultimate controlling party

Subsequent to 30 May 2014, the ultimate controlling party is Cott Corporation by virtue of its 100% shareholding. Prior to that date the ultimate controlling party was the Unsworth family.

 

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