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R.E.A. HOL
DI
NG
S P
L
C
Annual Report and Accounts
20
21
R.E.A. Holdings plc ("R
EA") is a U
K public listed company of whic
h the shares are admitted to
the Official List and to trading on the main market of the London Stoc
k Exchange.
T
he R
EA group is principally engaged in the cultivation of oil palms in the province of East
Kalimant
an in Indonesia and in the production and sale of crude palm oil and crude palm kernel
oil.
Bay owl (
Phodilus badius
)
Harlequin tree frog (
Rhacophorus pardalis
)
Blue-eared Kingfisher (
Alcedo meninting
)
Leopard cat (
Prionailurus bengalensis
)
Bornean Orangutan (
P
ongo pygmaeus morio
) , mother & baby
Bornean Orangutan (
P
ongo pygmaeus morio
)
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
01
R.E.A. Holdings plc
Annual Report and Accounts 2021
Contents
Overview
2
Key statistics
2
Highlights
3
Officers and advisers
4
Map
5
Strategic report
6
Chairman’
s statement
6
Introduction and strategic environment (including Non-financial information and
Section 172(1) statements and T
askforce on Climate-related Financial Disclosures)
8
Agricultural operations
15
Stone and coal interests
21
Sustainability (including streamlined energy and carbon reporting)
23
Finance
33
Principal risks and uncertainties
38
Governance
45
Board of directors
45
Directors’ report
46
Corporate governance report
55
Audit committee report
61
Directors’ remuneration report
66
Directors’ responsibilities
75
Independent auditor’
s report
76
Group financial statements
86
Income statement
86
Statement of comprehensive income
87
Balance sheet
88
Statement of changes in equity
89
Cash flow statement
90
Accounting policies
91
Notes
97
Company financial statements
128
Balance sheet
128
Statement of changes in equity
129
Accounting policies
130
Notes
131
Notice of annual general meeting
138
References in this report to group operating companies in Indonesia are as listed under the map on page 5.
The terms "FFB", "C
PO" and "CP
KO" mean, respectively
, "fresh fruit bunches", "crude palm oil" and "crude palm kernel oil".
References to "dollars" and "$" are to the lawful currency of the United States of America.
References to "rupiah" and "Rp" are to the lawful currency of Indonesia.
References to "sterling", "pounds sterling" and "£" are to the lawful currency of the United Kingdom.
02
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
K
ey statistics
2021
2020
2019
2018
2017
Results ($’000)
Revenue
191,913
139,088
124,986
105,479
100,241
Earnings before interest, tax,
depreciation and amortisation*
75,807
36,775
18,173
12,287
20,051
Profit / (loss) before tax
29,198
(23,250)
(43,676)
(5,474)
(21,862)
Loss attributable to ordinary shareholders
(1,500)
(13,604)
(17,814)
(22,021)
(27,408)
Cash generated by / (contributed to) operations**
64,035
53,579
26,505
(8,826)
45,816
Returns per ordinary shar
e
Loss (US cents)
(3.4)
(31.0)
(43.1)
(54.4)
(67.0)
Dividend (pence)
Land areas (hectares)
***
Mature oil palm
35,665
34,745
33,055
33,292
34,076
Immature oil palm
351
1,219
3,099
3,208
10,018
Planted areas
36,016
35,964
36,154
36,500
44,094
Infrastructure and undeveloped
28,506
28,558
28,371
28,025
32,033
Fully titled
64,522
64,522
64,525
64,525
76,127
Subject to completion of title
10,723
10,723
15,873
17,837
34,347
T
otal
75,245
75,245
80,398
82,362
110,474
FF
B Harvested (tonnes)
***
Group
738,024
765,821
800,666
800,050
530,565
Third party
210,978
205,544
198,737
191,228
114,005
T
otal
949,002
971,365
999,403
991,278
644,570
Production (tonnes)***
T
otal FF
B processed
933,120
948,260
979,411
969,356
630,600
CPO
209,006
213,536
224,856
217,721
143,916
Palm kernels
44,735
47,186
46,326
45,425
29,122
CPK
O
17,361
16,164
15,305
16,095
11,052
CPO extraction rate****
22.4%
22.5%
23.0%
22.5%
22.8%
Yields (tonnes per matur
e hectare)
***
FFB
20.7
22.0
24.2
23.1
15.6
CPO
4.6
5.1
5.6
5.4
3.6
CPK
O
0.4
0.4
0.4
0.4
0.3
Average exc
hange rates
Indonesian rupiah to US dollar
14,345
14,570
14,158
14,215
13,400
US dollar to pounds sterling
1.38
1.29
1.28
1.33
1.29
*
see note 5
**
see note 33
***
2019 and 2020 hectarage and FF
B harvested reflect certain adjustments as described in "Agricultural operations" in the Strategic
report; 2018 hectarage excludes PT P
utra Bongan Jaya ("PBJ"), but F
FB harvested and production include P
BJ to August 2018
****
The group cannot separately determine e
xtraction rates for its own FF
B and for third party FF
B; CPO extraction rate and CPO and
CP
KO yields are therefore calculated applying uniform e
xtraction rates across all FF
B processed
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
03
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Highlights
Overview
Return to profitability in 2021 and payment of preference
dividends resumed
Higher average selling prices for CPO and C
PKO:
increased by
, respectively
, 37 per cent and 88 per cent
to $777 per tonne (2020: $566) and $1,157 per tonne
(2020: $615)
Financial
Revenue increased by 38 per cent in 2021 to $191.9
million (2020: $139.1 million)
E
B
ITDA more than doubled to $75.8 million (2020:
$36.8 million)
Group net indebtedness reduced from $189.4 million in
2020 to $175.7 million in 2021
Dollar note maturity extended by four years to 30 June
2026
New Indonesian bank facilities secured with longer
maturities and lower interest rates
Agricultural operations
FF
B production of 738,024 (2020: 765,821)
CPO extraction rate averaging 22.4 per cent (2020:
22.5 per cent)
Expansion of SO
M complete, ensuring sufficient
processing capacity for foreseeable future
Stone and coal
In principle agreement for sale by A
TP of 1 million cubic
metres of andesite stone to neighbouring coal company
over 24 months with quarrying expected to commence
in 2022
Coal mining operations recommenced at I
P
A
s Kota
Bangun concession and first 3 coal shipments totalling
94,500 tonnes completed to date in 2022
Group expecting early recovery of coal loans and to
withdraw from coal interests as soon as practicable
Sustainability
Increased score in the SPOTT assessment by the
Zoological Society of London of 84.4 per cent, up
from 79.8 per cent (ranked 8th out of 100 companies
assessed)
Independent review of strategy and practices
commissioned to evaluate and address climate related
risks and opportunities and develop roadmap for further
reducing G
HG emissions
Pilot projects established to provide financing and
training for smallholders to improve productivity
,
traceability of FF
B supply chain, encourage
diversification, and reduce pressure on forests outside
the group's concessions
Platinum certificate awarded by Ministry of Manpower
for the group’
s Covid prevention and control programme
Outlook
CPO prices firm in the first quarter of 2022 and
projected to remain at remunerative levels
Resumption of extension planting and further replanting
of older areas in 2022 to enhance agricultural
operations
Programme to increase durability of roads based on
stone to be provided by the A
TP quarry
Third methane capture plant to be constructed at
SO
M to improve carbon footprint and further reduce
dependence on diesel for transport and electricity
generation
Healthy margins again improving the financial position
in 2022, despite significant potential inflationary costs,
particularly for fertiliser
Longer term, e
xpansion of planted hectarage and
progressive reduction in net indebtedness placing the
group on a solid footing for the future
04
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Officers and advisers
Directors
D J Blackett
C E Gysin
J C Oakley
R M Robinow
M A St. Clair-George
R Satar
I Chia (retired 31 December 2021)
Secretary and register
ed office
R.E.A. Services Limited
5th Floor North
T
ennyson House
159-165 Great P
ortland Street
London W1W 5P
A
Stockbr
okers
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF
Solicitors
Ashurst LL
P
London F
ruit &
W
ool Exchange
1 Duval Square
London E1 6PW
Auditor
M
HA MacIntyre Hudson
6th Floor
2 London W
all Place
London EC2Y 5A
U
Registrars and transfer office
Link Group
10th Floor
Central Square
29 W
ellington Street
Leeds
L
S1 4D
L
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
05
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Map
Muara Ancalong
Bontang
Kota Bangun
T
enggarong
T
abang
Kembang Janggut
Balikpapan
S
e
n
t
e
k
a
n
R
i
v
e
r
M
a
h
a
k
a
m
R
i
v
e
r
B
e
l
a
y
a
n
R
i
v
e
r
M
a
h
a
k
a
m
R
i
v
e
r
S
e
n
y
i
u
r
R
i
v
e
r
K
e
d
a
n
g
K
e
p
a
l
a
R
i
v
e
r
MAKASSAR STRAIT
Samarinda
M
M
Muara Ancalong
Bontang
Kota Bangun
T
enggarong
T
abang
Kembang Janggut
Balikpapan
S
e
n
t
e
k
a
n
R
i
v
e
r
M
a
h
a
k
a
m
R
i
v
e
r
B
e
l
a
y
a
n
R
i
v
e
r
M
a
h
a
k
a
m
R
i
v
e
r
S
e
n
y
i
u
r
R
i
v
e
r
K
e
d
a
n
g
K
e
p
a
l
a
R
i
v
e
r
MAKASSAR STRAIT
Samarinda
M
M
EAST
KALIMANT
AN
The map provides a plan of the operational areas and of the river and road system by whic
h access is
obtained to the main areas.
Key
Companies
Coal concession
CD
M
PT Cipta Davia Mandiri
Methane capture plant
KMS
PT Kutai Mitra Sejahtera
M
Oil mill
PBJ2
PT P
ersada Bangun Jaya
Proposed new Indonesian capital city
PU
PT Prasetia Utama
Road
R
EA Kaltim
PT R
EA K
altim Plantations
Stone source
SYB
PT Sasana Y
udha Bhakti
T
ank storage
SYB
S
YB land transf
er
06
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
Chairman’
s statement
2021 was a transformative year for R
EA. The group saw a
return to profitability
, resumed payments of current dividends
on the preference shares and started to make payments in
respect of the dividend arrears on the preference shares. In
addition, the group successfully replaced all its bank facilities
with new facilities for longer maturities and at lower rates of
interest. 2021 also saw the recommencement of coal mining
operations at the Kota Bangun concession held by a local
company to which the group has e
xtended loans.
F
ortunately
, the disruptions of Covid to the group’
s operations
have been limited. The group’
s vaccination and testing
programmes continue at a pace with almost 14,000
vaccination doses being administered during 2021. These
programmes are continuing through 2022 with second and
third vaccine doses now being administered.
The group remains committed to ensuring that its
environmental, social and governance ("ESG") practices meet
the evolving challenges of climate c
hange and biodiversity
loss and can deliver sustainable growth for the benefit of all
stakeholders into the future. In the 2021 annual Sustainable
Palm Oil T
ransparency T
oolkit ("SPOTT") assessment by the
Zoological Society of London, the group increased its score
from 79.8 per cent to 84.4 per cent and ranked 8th out of the
100 participants assessed against 182 ESG indicators.
Monitoring and reporting its greenhouse gas ("G
HG")
emissions have been central to the group’
s sustainability
credentials for over ten years. In addition to the disclosures
of emissions in accordance with the Streamlined Energy and
Carbon Reporting rules ("S
ECR"), T
askforce on Climate-
related Financial Disclosures ("T
CF
D") are now also included
in this annual report.
The group is committed to adopting an open approac
h to
recruitment, promotion and career development irrespective
of age, gender
, national origin or professional bac
kground.
Substantial progress has been made in implementing this
open approach to diversity as evidenced by the composition
of the group board, Indonesian subsidiary b
oards, senior
management and the recent establishment of a diversity
,
equality and inclusion committee.
F
ollowing the growth in the group’
s agricultural production
in the first half of the year
, there were some setbacks during
the second half. In particular
, above average rainfall and the
number of rain days made harvesting and crop evacuation
difficult. These delays were e
xacerbated by delays in road
maintenance and upkeep with some roads being impassable
for considerable periods of time.
Some crop was lost as a result of the previously reported
fire in one of the two boilers at the Perdana oil mill ("POM").
Further
, while crop levels were higher in the second half of
the year than the first, the normal higher peak levels expected
in the last quarter of the year were not as significant as
expected. Reports of similar e
xperiences were common
throughout East Kalimantan, reflecting delayed fruit ripening,
most likely caused by reduced hours of sunlight consequent
upon the number of rain days.
The reinstatement work to the boiler at POM should be
completed towards the end of 2022. In the meantime, the
expansion of the Satria oil mill and maintenance works at the
Cakra oil mill are near completion ensuring that the group
has sufficient capacity to process all its FF
B crops for the
foreseeable future.
Crops harvested during the year amounted to 738,024 tonnes,
some 4 per cent below the level achieved in 2020 of 765,821
tonnes. The crop yield per mature hectare was 20.7 tonnes
compared with 22.0 tonnes in 2020. Crops harvested by third
parties amounted to 210,978 tonnes compared with 205,544
tonnes in 2020.
W
ith slightly lower crop levels, production of CPO was also
marginally down on the previous year and totalled 209,006
tonnes (2020: 213,536 tonnes). W
hilst considerable effort
was made during the year to improve CPO extraction rates,
the overall result was 22.4 per cent, marginally lower than
the result achieved in 2020 of 22.5 per cent, reflecting the
generally lower quality of processed fruit because of the
delays in harvesting and crop evacuation. Production of CPKO
and palm kernels amounted to 17,361 tonnes and 44,735
tonnes, respectively
, similar to the production levels achieved
in 2020 of, respectively
, 16,164 tonnes and 47,186 tonnes.
Oil extraction rates for palm kernels and CPKO were again
similar to those achieved the previous year at 4.8 per cent and
39.5 per cent respectively
.
CPO prices remained firm throughout 2021 aided by a
shortage of foreign labour in Malaysia and a lack of growth in
Indonesian production. The CPO price, CI
F Rotterdam, opened
the year at $1,050 per tonne and closed at $1,275 per tonne
after reaching a high of $1,425 per tonne at the end of
October
. The benefit of these higher prices was partially offset
by the significant levels of export duty and levy imposed by the
Indonesian government in 2021.
The group’
s average selling price for CPO during 2021,
including the premia for certified oil, but net of export levy
and duty
, adjusted to FO
B Samarinda, was $777 per tonne,
some 37 per cent higher than that obtained in 2020 of $566
per tonne. The group’
s average selling price for CP
K
O on the
same basis was $1,157 per tonne, an increase of 88 per cent
on the average 2020 price of $615 per tonne.
Revenues increased by 38 per cent in 2021, totalling $191.9
million compared with $139.1 million in 2020, reflecting the
considerably higher selling prices more than offsetting the
slightly lower production volumes. Estate operating costs were
some 17 per cent higher compared with 2020, primarily due
to increased fertiliser applications in 2021(including a delayed
fertiliser application postponed from 2020) and the additional
costs incurred for harvesting and evacuating crops as a result
of the high rainfall and consequent poor condition of estate
roads and normal road upkeep programmes being severely
delayed.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
07
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Earnings before interest, taxation, depreciation and
amortisation ("E
B
ITDA") amounted to $75.8 million for 2021,
a $39.0 million improvement on the 2020 comparative of
$36.8 million. E
B
ITDA in the second half of the year was
$48.1 million, significantly higher than in the first half ($27.7
million) reflecting the weighting of the group’
s crops to the
second half of the year and the higher selling prices obtained
during that period. Profits before tax amounted to $29.2
million compared with a loss of $23.3 million in 2020 although
the loss incurred in 2020 included impairments and similar
charges of $9.5 million.
Shareholders’ funds less non-controlling interests at 31
December 2021 amounted to $225.6 million compared with
$226.8 million at the end of 2020. Non-controlling interests
at 31 December 2021 totalled $20.8 million (2020: $19.0
million).
T
otal net indebtedness was reduced from $189.4 million at
31 December 2020 to $175.7 million on 31 December 2021.
The reduction of $13.7 million was due to the increase in cash
of $35.1 million and repayment of loans to non-controlling
shareholder and related parties of $5.0 million, set against an
increase in bank borrowings of $27.0 million.
The group successfully negotiated the provision of new
banking facilities with its Indonesian bankers, PT Bank
Mandiri (P
ersero) Tbk ("Mandiri"). T
he new facilities provide
for increased borrowings, longer maturities and lower rates of
interest. The group has also reac
hed understandings with its
principal customers on the continued availability of pre-sale
advances at levels that are satisfactory to the group.
F
ollowing the 2021 year end, proposals were submitted to the
holders of what were then the company’
s 7.5 per cent dollar
notes 2022 to extend the maturity date of the notes by four
years, but on terms whereby the group would purchase, on
the existing maturity date of 30 June 2022, any notes held
by those holders who do not wish to retain their notes for the
extended period and that have not already been on sold to
new or other existing noteholders. It is the intention to sell any
notes purchased by the group in this way as and when market
conditions allow
. The noteholders approved the proposals and
they became effective on the 3 Marc
h 2022. The number of
notes, if any
, to be purchased by the group will be known on
21 June 2022.
Coal mining operations at the PT Indo Pancadasa Agrotama
("I
P
A") concession in Kota Bangun recommenced at the end
of 2021. T
wo initial coal sale contracts, together amounting
to 61,500 tonnes, were shipped during the first quarter of
2022, and a third contract of 33,000 tonnes has been shipped
in April. Regular monthly shipments are now planned for
the rest of 2022. Based on current selling prices and costs,
such sales may result in a profit contribution of in e
xcess of
$200 per tonne to be shared between I
P
A and its contractor
in the proportion 70:30. The rapid e
xtraction of coal at I
P
A
encourages an expectation of significant near term recovery
of the group’
s loans to I
P
A. It remains the directors’ intention
that the group should withdraw from its coal interests as soon
as practicable.
An in principal agreement between the stone concession
holding company
, PT Aragon T
ambang Pratama ("A
TP"), and
a neighbouring coal company was signed towards the end
of 2021. The agreement provides for the sale, over a period
of 24 months, of 1 million cubic metres of andesite stone by
A
TP to the coal company for the construction of a new road
to be built by the coal company from its coal concession
area through the company’
s estates and on to the Mahakam
River
. A
TP will also supply stone for other infrastructure
projects, including all weather roads in the group’
s agricultural
operations. Negotiations for the appointment of a contractor
to operate the quarry are being finalised and quarrying is
expected to commence later in 2022.
The payment of dividends on the company’
s 9 per cent
cumulative preference shares was resumed in June 2021.
In addition to the payment in December 2021 of the current
preference share dividend of 4.5p per share, a further 1p
per share was paid in respect of the cumulative arrears then
outstanding of 18p per share. It is the directors’ intention
that, in addition to paying the preference dividends accruing
in respect of 2022, the company will also pay not less than
10p per share of the remaining 17p arrears of dividend during
2022.
On behalf of the board of directors, I would like to record our
thanks to Ms Irene Chia who, for health reasons, retired at
the end of 2021 after 10 years of service as a non-executive
director of the company
. Ms Chia’
s wide experience of
business in South East Asia and independence of thought will
be much missed. T
he company intends to appoint during the
course of 2022 a new director who ideally will be resident in
South East Asia.
CPO prices have continued to be firm in the first quarter of
2022 with CI
F Rotterdam prices reaching a high of $1,990
per tonne in March and currently trading around $1,720 per
tonne. At suc
h levels, the group should continue to generate
healthy margins after Indonesian export duties and levies
and thereby further improve its financial position. The group
does face significant potential inflation in costs, particularly in
relation to fertiliser
, but nevertheless expects to benefit from
strong cash generation in its operations during 2022. The
position should be further improved by loan repayments from
I
P
A and, following the commencement of stone quarrying
operations, from A
TP
.
The group intends to enhance the agricultural operations by
resuming extension planting and further replanting of older
areas where crop yields are no longer sufficient to generate
acceptable margins. The resultant prospect of longer term
increases in crop, coupled with the expected progressive
reduction in net indebtedness, should place the group on a
solid footing for the future.
D
A
VI
D J B
L
A
C
KETT
Chairman
08
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
Introduction and strategic environment
Introduction
This strategic report has been prepared to provide holders
of the company’
s shares with information that complements
the accompanying financial statements. Such information is
intended to help shareholders in understanding the group’
s
business and strategic objectives and thereby assist them
in assessing how the directors have performed their duty of
promoting the success of the company
.
The report contains forward-looking statements. T
hese have
been included by the directors in good faith based on the
information available to them up to the time of their approval
of this report. Such statements should be treated with caution
given the uncertainties inherent in any prognosis regarding
the future and the economic and business risks to which the
group’
s operations are exposed.
This report has been prepared for the group as a whole and
therefore gives emphasis to those matters that are significant
to the company and its subsidiaries when taken together
. The
report is divided into the following sections:
Chairman's statement
Introduction and strategic environment
Agricultural operations
Stone and coal interests
• Sustainability
• Finance
Principal risks and uncertainties
This "Introduction and strategic environment" section of the
report includes below details of the group’
s compliance with
section 414CB of the Companies Act 2006 (provision of
"Non-financial information statement"), section 172(1) of the
Companies Act 2006 and the reporting requirements of the
T
askforce on Climate-related Financial Disclosures ("T
CF
D").
The "Finance" section provides e
xplanations regarding
amounts disclosed in the financial statements, the group’
s
financial resources and the group’
s ability to fund its declared
strategies.
Non-financial information statement
The group has complied with the requirements of section
414CB of the Companies Act 2006 by including certain non-
financial information within this report as detailed below:
(a)
The group’
s business model and resources, its objectives
and strategy for achieving these and the market conte
xt
in which the group operates are discussed in this
"Introduction and strategic environment" section.
(b)
"Sustainability" below describes the environmental and
social issues facing the group and, in particular
, provides
information regarding the following matters (including
the relevant policies, the due diligence processes
implemented in pursuance of those policies and the
resultant outcomes):
Environment (including climate related matters and
streamlined energy and carbon reporting)
Responsible agricultural practices
Employees
Respect for human rights
Anti-corruption and anti-bribery safeguards
Health and safety
Communities and smallholders
Conservation
(c)
The principal risks identified in relation to the matters
listed above and considered by the directors to be
material or prospectively material are summarised under
"Principal risks and uncertainties" below
, including, where
relevant, a description of the business relationships,
products and services that are likely to cause adverse
impacts in those areas of risk, and a description of how
such risks are managed.
(d)
Quantitative indicators that the directors consider
relevant to assessment of the group’
s performance,
including non-financial indicators, are described under
"Evaluation of performance" in this "Introduction and
strategic environment" section below
.
(e)
"Agricultural operations", "Stone and coal interests"
and "Sustainability" below offer a detailed review of the
current status of and trends within the group’
s activities
and the group’
s plans for their further development
and, together with "Finance" below
, provide, where
appropriate, references to, and additional e
xplanations of,
amounts included in the group’
s accompanying financial
statements.
Business model and resour
ces
The group is principally engaged in the cultivation of oil
palms in the province of East Kalimantan in Indonesia and
in the production and sale of CPO and C
PKO. Ancillary
to these activities, the group generates renewable energy
from its methane capture plants to provide power for
its own operations and for sale to local villages via the
Indonesian state electricity company
, Perusahaan Listrik
Negara ("PLN"). The group has also made loans to certain
Indonesian companies with interests in stone deposits and
two coal mining concessions, all of which are located in East
Kalimantan.
Detailed descriptions of the group’
s oil palm and related
activities and of the stone and coal concessions are provided
under
, respectively
, "Agricultural operations" and "Stone and
coal interests" below
.
The group and predecessor businesses have been involved
for over one hundred years in the operation of agricultural
estates growing a variety of crops in developing countries in
South East Asia and elsewhere. T
oday
, the group sees itself as
marrying developed world capital and Indonesian opportunity
by offering investors in, and lenders to, the company the
transparency of a company listed on the London Stoc
k
Exchange while using capital raised by the company (or with
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
09
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
the company’
s support) to develop natural resource based
operations in Indonesia from which the group believes that
good returns can be achieved.
The knowledge and e
xpertise gained from the group’
s long
involvement in the plantation industry and experience in
Indonesia represent significant intangible resources that
underpin the group’
s credibility
. This is important when
sourcing capital, working closely with the Indonesian
authorities in relation to project development and recruiting
a high calibre experienced management team familiar with
Indonesian regulatory processes and social customs and with
a firm commitment to sustainable practices and respect for
the environment. Other resources important to the group are
its established base of operations, large, and near contiguous,
land concessions, and a trained workforce with strong links to
the local community
.
Subsidiary companies of PT Dharma Satya Nusantara Tbk
("DS
N"), an Indonesian natural resources company listed on
the Indonesia Stock Exc
hange in Jakarta, currently have a
15 per cent equity interest in R
EA Kaltim. DSN is engaged in
the business of oil palm plantations and wood products, with
plantation estates based in East, Central and W
est Kalimantan.
Through its association with DSN, the group benefits from
exc
hanges of information on agronomic and related practices.
Objectives and general strategy
The group’
s objectives are to provide attractive overall returns
to investors in the shares and other securities of the company
from the operation and expansion of the group’
s e
xisting
businesses and to foster social and economic progress in
the localities of the group’
s activities, while maintaining high
standards of sustainability and respect for the environment,
including an awareness of the impacts of climate change.
CPO and C
PKO are primary commodities that are sold
at prices determined by world supply and demand. Such
prices fluctuate in ways that are difficult to predict and that
the group cannot control. The group’
s operational strategy
is therefore to concentrate on minimising unit production
costs, without compromising on quality or its objectives as
respects sustainable practices, with the expectation that, by
optimising efficiencies, the group will have greater resilience
to downturns in prices than competitor producers.
The group adopts a two-pronged approac
h in seeking
production cost efficiencies. First, the group strives continually
to improve the productivity and efficiency of its established
agricultural operations. Secondly
, the group aims to capitalise
on its available resources by developing its land bank as
rapidly as logistical, financial and regulatory constraints permit
while utilising the group’
s existing agricultural management
capacity to manage the resultant larger business.
The principal risks and uncertainties inherent in the group’
s
business are set out under "Risks and uncertainties" below
,
including as respects global climate change. Between five
and ten per cent of the group’
s existing plantings are in areas
that are low lying and prone to flooding if not protected by
bunding. W
ere climate change to cause an increase in water
levels in the rivers running though the estates, this could be
expected to increase the requirement for bunding (subject
to environmental considerations) or
, if the increase was so
extreme that bunding became impossible, could lead to the
loss of low lying plantings. Changes to levels and regularity
of rainfall and sunlight hours could also adversely affect
production. However
, it seems likely that any climate change
impact negatively affecting group production would similarly
affect many other oil palm growers in South East Asia leading
to a reduction in CPO and C
PKO supply
. This would be likely
to result in higher prices for CPO and C
PKO which should
provide at least some offset against reduced production.
The stone and coal mining interests represented group
diversifications. F
ollowing a decision in 2012 to limit further
capital committed to coal related investment, the group’
s
strategy for the coal interests is to maximise the recovery of
monies that have been invested and to withdraw from such
interests. As respects the loan to the company holding the
stone concession, the directors believe that quarrying of the
stone deposits offers a valuable resource for improving the
durability of infrastructure in the group’
s operations as well
as having the potential to provide useful additional revenue
from the sale of stone to third parties that will support the
repayment of the loan to the group together with a return on
the loan.
The group’
s financial strategy is discussed under "Financing
policy" in "Finance" below
.
The group recognises that its agricultural operations, of
which the total assets at 31 December 2021 represented
approximately 90 per cent of the group’
s total assets and
which, in 2021, contributed all of the group’
s revenue, lie
within a single locality and rely on a single crop. This permits
significant economies of scale but brings with it some
risks. W
hilst further diversification would afford the group
some offset against these risks, the directors believe that
the interests of the group and its shareholders will be best
served by focusing on the growth and development of the
existing operations. T
hey therefore have no plans for further
diversification.
Initiatives
Between 2011 and 2017, the group had to contend with
challenges in its operations that resulted in sub-optimal crop
levels. These c
hallenges had an adverse impact on cash
generation which left the group with a level of debt and
preference capital that, during an e
xtended period of weak
CPO prices as witnessed from mid 2017 until late 2020,
represented a considerable financial burden for the group.
Throughout this period, the group concentrated on optimising
operational efficiencies rather than pressing ahead with
expansion of its land bank or developing significant unplanted
areas.
W
ith crops now restored to better levels and with the benefit
of firmer CPO prices during 2021 and continuing strong
prices in 2022, the group has returned to profitability
. Whilst
10
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
Introduction and strategic environment
continued
there remains more to do to restore the financial balance of
the group and comply with the group’
s strategic objective of
prudence in financial leverage, the marked improvement in the
group’
s financial health has meant that the group has been
able to commence some necessary replanting of its oldest
mature areas and limited extension planting of areas that
were susceptible to flooding within existing estates but can
be planted following the construction of bunds. The group will
continue to work towards improving its financial resilience but
is now also in a position to progress development of the as yet
unplanted land areas.
Decisions regarding extension planting and replanting
are aimed at enhancing the value of the group’
s existing
operations without compromising on financial health or on
the group’
s environmental policies. Additionally
, the directors
intend to take advantage of opportunities to acquire limited
areas of land that may become available in the vicinity of the
group’
s existing land areas, subject to suc
h opportunities
conforming to the group’
s policies and procedures.
The vegetable oil market context
According to Oil W
orld, in the year to 30 September 2021
worldwide production of the 17 major vegetable and animal
oils and fats increased by 1.0 per cent to 240.0 million tonnes
and consumption increased by 0.7 percent to 240.9 million
tonnes. F
or the same period, production and consumption of
CPO represented, respectively
, 75.6 million tonnes and 76.3
million tonnes. Production of the 17 vegetable and animal oils
and fats is currently forecast by Oil W
orld to increase by 2.3
per cent in 2022 to 245.5 million tonnes and consumption
by 1.1 per cent to 243.4 million tonnes, of which CPO
production is projected to account for 78.2 million tonnes and
consumption 76.2 million tonnes, representing some 32 per
cent of the total.
V
egetable and animal oils and fats have conventionally been
used principally for the production of cooking oil, margarine
and soap. Consumption of these basic commodities correlates
with population growth and, in less developed areas, with
per capita incomes and thus economic growth. Demand
is therefore driven by the increasing world population and
economic growth in the key markets of China and India.
V
egetable and animal oils and fats can also be used to provide
biofuels and, in particular
, biodiesel.
The principal competitors of CPO are the oils from the annual
oilseed crops, the most significant of which are soybean,
oilseed rape and sunflower
. Since the oil yield per hectare
from oil palms (at up to seven tonnes) is much greater
than that of the principal annual oilseeds (less than one
tonne), CPO can be produced more economically than the
principal competitor oils and this provides CPO with a natural
competitive advantage within the vegetable oil and animal
fat complex. W
ithin vegetable oil markets, C
PO should also
continue to benefit from health concerns in relation to trans-
fatty acids. Such acids are formed when vegetable oils are
artificially hardened by partial hydrogenation. P
olyunsaturated
oils, such as soybean oil, rape oil and sunflower oil, require
partial hydrogenation before they can be used for shortening
and other solid fat applications, but CPO does not.
In recent years, biofuel has become an important factor in
the vegetable oil markets. According to Oil W
orld, biofuel
production in the year to 30 September 2021 accounted
for some 18 per cent of global consumption of the 17 major
vegetable and animal oils and fats. An increasing element
of biofuel use reflects government mandates. In Indonesia,
for example, fuel for use in transport and in power stations
is, in each case, required to contain a stipulated minimum
percentage of biodiesel. Moreover
, a levy on exports of CPO
is used in part to subsidise biodiesel production, as discussed
below
. As a result, an increasing amount of Indonesian CPO is
being converted to biodiesel for internal consumption.
A graph of CI
F Rotterdam spot C
PO prices for the ten years
to 31 December 2021, as derived from prices published by Oil
W
orld, is shown below
. T
he monthly average price over the ten
years has moved between a high of $1,358 per tonne and a
low of $475 per tonne. The monthly average price over the ten
years as a whole has been $779 per tonne.
Low production due to the absence of foreign labour in
Malaysia and a lack of growth in Indonesian production
kept CPO prices firm throughout 2021. The CPO price, C
I
F
Rotterdam, opened the year at $1,050 per tonne, and closed
at $1,275, after attaining a high of $1,425 at the end of
October
. The tighter restrictions that have been in place for
several years and remain in place worldwide on clearing new
land for oil palm plantings can be expected to result in CPO
production growing for the foreseeable future at a slower rate
than in the last decade, thereby underpinning stronger price
levels.
CPO prices strengthened further at the start of 2022,
supported by weather and other factors limiting supplies of
vegetable oils combined with continuing demand growth
as economies started to recover from the setbacks of the
previous two years. W
ith the commencement of the war in
the Ukraine, prices have risen, along with commodity prices
generally
, to unprecedented levels peaking for the year to
date at $1,990 per tonne, CI
F Rotterdam, in early March and
currently standing at $1,720 per tonne.
Partially offsetting the benefit of higher prices have been
the export tariffs imposed by the Indonesian government.
Export tariffs comprise export duty and e
xport levy
. Both are
calculated on a sliding scale by reference to a CPO reference
price that is set periodically by the Indonesian government
on the basis of CI
F Rotterdam and other recognised
benchmark CPO prices. Export duty is a tax payable to the
Indonesian government. Export levy is payable to a dedicated
fund that utilises levy income to subsidise the manufacture
of biodiesel from CPO and to support other measures
designed to benefit the growing of oil palms in Indonesia,
such as smallholder replanting, and, more recently
, the sale of
Indonesian cooking oil. Because biodiesel is a substitute for
petroleum based diesel oil, it must be priced on a basis that
reflects prevailing levels of petroleum oil prices and when the
differential between petroleum oil and CPO prices becomes
large, manufacture of biodiesel without a subsidy becomes
uneconomic.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
11
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
The e
xport levy structure in place from the beginning of
2021 was modified in July 2021 with a welcome reduction
of $75 per tonne in the maximum level of export levy payable.
However
, a recent further change has e
xtended the levy
scale previously in operation which was capped at $1,050
per tonne (so that there was no increase in levy at CPO
reference prices above that level). The new scale is capped
at $1,500 per tonne above which level the combined export
tariff is $575 per tonne. This represents an increase of $200
per tonne from the total maximum combined export tariff
that was payable under the previous scale. The impact of this
increase will be mitigated by the removal of domestic market
obligations that had been introduced earlier in 2022 and
were designed to procure the sale, in the domestic market at
a capped price, of cooking oil with a CPO content equivalent
to 20 per cent (subsequently increased to 30 per cent) of the
volume of Indonesian CPO exports. There has been no c
hange
to the export duty structure since the beginning of 2021.
The group sells CPO into the local Indonesian market which
is not subject to export levy or e
xport duty
. However
, arbitrage
between the Indonesian and international CPO markets
normally results in a local price that is broadly in line with
prevailing international prices after adjustment of the latter for
delivery costs and export tariffs and restrictions. Changes to
export tariffs and restrictions therefore have an indirect eff
ect
on the prices that the group achieves on sales of its CPO.
The Indonesian context
W
ith Covid continuing to dominate the world stage in 2021,
the Indonesian government was obliged to delay some of
the major planned infrastructure projects to fund support
for various programmes to alleviate hardship caused by the
pandemic. Covid had a severe negative impact on certain
business sectors, in particular the tourist industry which is one
of the leading sectors in the economy in terms of employee
numbers.
Notwithstanding the difficult economic climate, Indonesia
enjoyed economic growth of some 3.7 per cent in 2021
(2020: 2.1 per cent) with annual inflation recorded at 1.9
per cent (2020: 1.7 per cent). Growth was largely driven by
generally increasing prices for global commodities, such as
CPO and minerals, including coal. This afforded the Indonesian
government the opportunity to address some of the fallout
from the Covid pandemic by targeting investment at new
medical facilities, medical infrastructure, testing equipment
and purchasing vaccines. Most citizens in rural areas have
been offered at least one vaccination and those in urban areas
have been offered a second.
The stable economic and political environment was reflected
in currency stability throughout 2021. The rupiah e
xchange
rate against the dollar opened the year at Rp 14,105 = $1
and closed the year at Rp 14,269 = $1.
The first quarter of 2022 has seen a wave of the Omicron
Covid variant sweeping the country and causing significant
disruption to economic activity
, albeit that generally infections
have resulted in only mild illness. Commodity prices have
continued to be buoyant and have provided a valuable
stimulus to the economy as well as boosting foreign exchange
reserves.
The surge in global vegetable oil prices, e
xacerbated by the
worrying events in eastern Europe, has led to significant
demand for exports of Indonesian CPO and in turn a
major shortage of cooking oil in the domestic market. The
government has taken steps to address this shortage to stem
the impact on the domestic economy (as noted under "The
vegetable oil market context" above), but with the rising cost
of imported foods, such as wheat, there may be pressure for
further supportive measures.
Since the re-election of President Jokowi in 2019, the
government has pressed ahead with its proposal to move the
Indonesian capital to East Kalimantan. T
he new capital will
0
300
600
900
1200
1500
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
CP
O Monthly Average Price
CP
O monthly average price
12
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
Introduction and strategic environment
continued
be situated across two districts, P
enajam Paser Utara and
Kutai K
artanegara, the latter being the location of most of
the group’
s estates. The proposal was approved by a large
parliamentary majority in January 2022 and in March 2022
President Jokowi conducted an official inauguration event in
P
enajam, attended by senior government officials including the
34 governors representing all of the Provinces in Indonesia.
Section 172(1) statement
All directors recognise their responsibilities to promote the
success of the company for its shareholders, other investors,
its employees, customers, suppliers and the wider community
.
The board acknowledges the importance of climate c
hange
and seeks to mitigate the negative impacts of the business
on the environment and the impact of the climate on the
group’
s operations through its sustainable practices. The KP
Is
described under "Evaluation of performance" above reflect not
only the interests of the group but also the group’
s broader
responsibilities.
As described under "Agricultural operations" below
, the
group’
s activities necessitate decisions based on long term
considerations: from the acquisition of land titles to the
development of land, from the cultivation of oil palms to the
harvesting of FF
B, and from building processing mills to
producing CPO and C
PKO. Such considerations include the
impact of the operations on the local community and physical
environment, on both of which the group is dependent,
as described in the sections of this report dealing with
"Sustainability".
The directors are conscious that the group is in essence
a guest in Indonesia and that an understanding of local
customs and sensitivities is important, as described under
"Management" in "Sustainability" below
. T
o enhance their
understanding and better inform their decisions, all directors
make periodic visits to the group’
s operations to ensure that
they each have a proper understanding of, and learn at first
hand about, the day to day issues and challenges for the
group. The president director of the group’
s principal operating
subsidiary
, who resides permanently in Indonesia, submits
a monthly report to the managing director and the board
covering key aspects of the group’
s operations, finance, and
environmental, social and governance ("ESG") matters. The
president director presents in person (or by conference call)
a detailed report on the operations and proposed projects for
discussion and, as required, approval at each meeting of the
board.
The group has a long established framework of policies
that embody the standards, values and culture to which it
has committed and govern the conduct of its operations.
These policies cover ND
PE (no deforestation, no peat, no
exploitation), business ethics, responsible development,
environment and biodiversity conservation, human rights,
health and safety
, and protection of endangered species and
are available for download from the group’
s website at
www
.rea.co.uk. The policies and the internationally recognised
certification criteria against which the group is continuously
audited drive the group’
s ES
G standards and its reputation
as a producer of sustainable CPO and C
PKO. This brings
economic benefits to the group in terms of sales and selling
prices of CPO and C
PKO, as well as to the group’
s customers
who seek to secure long term supply arrangements with
the group. T
ransparency
, certification and the group’
s policy
framework ("P
olicies") are discussed under such headings in
"Sustainability" below
.
Employee welfare is central to decisions regarding the
interests of the group’
s employees, particularly given the
remote rural location of the group’
s operations and the integral
part that palm oil plantations play in the local community
. This
is described in detail under "Employees" and "Health and
safety" in "Sustainability" below
.
Matters relating to climate change are described under
"Principal risks and uncertainties", "Streamlined energy and
carbon reporting" in "Sustainability", and under "Climate
change" in the "Directors’ report".
The impact of the group’
s operations on, and interaction
with, the community and the environment are described
under "Environment", "Responsible agricultural practices",
"Communities" and "Conservation" in "Sustainability" below
.
Further detailed information regarding the group’
s
environmental and social performance is published on the
sustainability pages of the group’
s website at www
.rea.co.uk.
This information, whic
h is updated regularly through the
year
, allows the group’
s sustainability criteria to be compared
with that of other oil palm growers and allows stakeholders
to monitor the group’
s progress in meeting its sustainability
commitments.
The directors seek to ensure that, as described in the
Corporate governance report, there is a regular dialogue
with the group’
s key stakeholders, particularly shareholders,
debt investors and employees, and, in addition, day to day
dialogue, as described in the Directors’ report, with the
group’
s customers and suppliers. Such dialogues are based
on a mutual understanding of respective interests. The group
encourages key stakeholders to visit the group’
s operations
and to provide feedbac
k to the group which may be brought
before the directors.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
13
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
T
askforce on Climate-r
elated Financial Disclosur
es ("T
CF
D")
In line with the current U
K listing Rules requirements LR9.8.6(8)R, the group has included in this annual report climate related
financial disclosures, as respects the group’
s agricultural operations, consistent with the 4 T
CF
D pillars and 11 recommended
disclosures. The table below provides a summary of the group’
s climate-related financial disclosures, noting whic
h of these
disclosures are aligned with the T
CF
D recommendations.
In 2021, the group commissioned a comprehensive review of its strategy and practices with the aim of evaluating and
addressing climate related risks and opportunities to the group and the wider community
. This initial review will be completed
during 2022 and will set out actions, priorities and timelines, including climate-related commitments and transition plans
towards achieving net zero, that will be subject to regular reassessment and further disclosures in accordance with T
C
FD
recommendations.
Strategy
, as respects
Climate related risks and
opportunities*
Climate presents certain risks but also opportunities for the group to develop and adapt in the drive to achieve a
lower carbon economy
. See "Objectives and general strategy" above, "Key performance indicators" and "Principal
risks and uncertainties" below and "Climate change" in the "Directors’ report". Identifying, quantifying and
optimising both the risks and opportunities is central to the continuing development of the group’
s sustainability
strategy
, as noted ab
ove and set out under "T
ransparency and policies" in "Sustainability" below
Impact on business, strategy and
financial planning*
As a land-based business, the group recognises the importance of climate change to its operations and in 2021
commissioned a comprehensive review of the group’
s strategy and practices with the aim of evaluating and
addressing climate related risks and opportunities to the group and the wider community
.
Resilience based scenarios*
The ongoing review of the group’
s sustainability strategy and practices will encompass, within the agreed actions,
priorities and timelines, various climate change scenarios to ensure that the group is able to address climate-
related challenges
Governance
Board oversight**
The managing director
, the group b
oard together with the president director of the group’
s Indonesian sub-
group together have oversight of the group’
s approach and strategies to address the impacts of climate change,
as noted under "Climate change" in the "Directors’ report" and under "Management" in "Sustainability" below
.
Climate-related matters are considered in the monthly operational management reports and meetings in
Indonesia and London. T
hese reports, together with quarterly president director’
s reports, are considered at the
quarterly board meetings, as described under "Section 172(1) statement" ab
ove. Specifically
, climate-related risks
are considered at each quarterly meeting of the group audit committee and of the group board
Role of management in assessing
risks and opportunities*
The head of the group’
s sustainability department reports directly to the president director in Indonesia and
has primary responsibility for identifying, assessing and highlighting environmental and climate-related risks
and opportunities across the group’
s operations. Climate-related matters are considered in monthly operational
management meetings with all department heads in Indonesia and the managing director
. The e
xisting remit of
the sustainability department includes implementation of the aforementioned review of strategy and practices as
respects climate change
Risk management
Process for identifying and
assessing climate-related risks*
Identification of climate change impacts is the responsibility of the group’
s operational team lead by the president
director in Indonesia. The eff
ectiveness of this approach is part of the ongoing sustainability strategy review
Process for managing
climate-related risks*
Climate-related matters are considered and addressed in the monthly meetings between departmental senior
management which includes conservation and sustainability managers in Indonesia, and in the operational
management reports and quarterly president director’
s reports circulated to the b
oard, as described under
"Section 172(1) statement" above. The effectiveness of this approac
h is part of the ongoing sustainability
strategy review
Integration of risks into overall
risk management*
The aim of the ongoing sustainability strategy review is to ensure that identified climate-related risks are given
sufficient priority in managing the group’
s operations. See "Climate change" in the "Directors’ report"
Metrics and targets
Internal metrics*
The group continues to record climate related data daily
, as well as biodiversity indicators across the operational
landscape. A key part of the current sustainability strategy review is an assessment of the group’
s carb
on
footprint, an evaluation of how this has changed over time and the eff
ectiveness of the group’
s approach together
with potential changes to be implemented as a result of this assessment. P
rogress in reducing G
HG emissions
and developing practices to address climate-related matters are components of individual as well as corporate
KPIs
Greenhouse gas ("G
HG")
emissions*
As explained under "Streamlined energy and carbon reporting ("SEC
R")" in "Sustainability" below
, for over ten
years the group has been monitoring and reporting its carbon footprint using the PalmG
HG tool that is mandatory
for RS
PO members. Details of global gross and net emissions (Scope 1, 2 and 3) are set out in the SEC
R table
T
argets*
The group has set interim targets for reducing global GH
G emissions by 3 per cent in 2022 and a further 4 per
cent in 2023. Medium and long term commitments and targets are being revisited as part of the sustainability
strategy review
* Not yet fully aligned with T
CF
D recommended disclosures
** Aligned with T
CF
D recommended disclosures
14
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
Introduction and strategic environment
continued
Evaluation of performance
In seeking to meet its expansion, efficiency and sustainability objectives, the group sets operating standards and targets for
most aspects of its activities and regularly monitors performance against those standards and targets. F
or many aspects of
the group’
s activities, there is no single standard or target that, in isolation from other standards and targets, can be taken as
providing an accurate continuing indicator of progress. In these cases, a collection of measures has to be evaluated and a
qualitative conclusion reached.
The directors do, however
, rely on regular reporting of certain key performance indicators ("K
PIs") that are comparable from
one year to the next, in addition to monitoring the key components of the group’
s profit and loss account and balance sheet.
These performance indicators are summarised in the table below
.
Quantifications of the indicators for 2021 with, where available, comparative figures for 2020 are provided in the succeeding
sections of this report, with each category of indicators being covered in the corresponding section of the report.
Key P
erformance Indicator
Measurement
Purpose
Agricultural operations
Crop of FF
B harvested
The weight in tonnes of FFB delivered to
oil mills from the group’
s estates during
the applicable period
T
o measure field efficiency and assess
the extent to whic
h the group is achieving
its objective of maximising output from its
operations
FF
B yield per mature hectare
The FFB crop harvested (as defined
above) divided by the hectarage of the
mature area
T
o measure field productivity and harvesting
efficiency and assess the extent to whic
h the
group is achieving its objective of maximising
output from its existing plantings
CPO extraction rate achieved
T
he percentage by weight of C
PO
extracted from FFB processed
T
o measure harvesting and mill efficiency
and assess the extent to whic
h the group is
achieving its objective of maximising output
from its operations
Palm kernel e
xtraction rate achieved
T
he percentage by weight of palm kernels
extracted from FFB processed
T
o measure harvesting and mill efficiency
and assess the extent to whic
h the group is
achieving its objective of maximising output
from its operations
CP
KO e
xtraction rate achieved
The percentage by weight of CPKO
extracted from palm kernels crushed
T
o measure mill efficiency and assess the
extent to whic
h the group is achieving its
objective of maximising output from its
operations
New extension area planted
The area in hectares of new land planted
out during the applicable period
T
o measure performance against the group’
s
expansion objective
Stone and coal interests
Stone or coal produced
The weight in tonnes of stone or coal
extracted from eac
h applicable concession
during the applicable period
T
o measure production efficiency and assess
the extent to whic
h these interests are
achieving the objective of maximising output
from operations
Sustainability
W
ork related fatalities
Number of work related fatalities during
the applicable period
T
o measure the efficacy of the group’
s health
and safety policies
Smallholder percentage
The area of associated smallholder
plantings expressed as a percentage of
the planted area of the group’
s estates
T
o measure performance against the group’
s
smallholder expansion objective
G
HG emissions per tonne of C
PO and
per planted hectare
Emissions measured in tonnes of CO
equivalent divided, respectively
, by the
weight of CPO extracted from FF
B
processed and by the number of group
planted hectares supplying the group mills
T
o measure the group’
s G
H
G emission
efficiency
Finance
Net debt to total equity
Borrowings and other indebtedness (other
than intra group indebtedness) less cash
and cash equivalents expressed as a
percentage of total equity
T
o assess the risks of the group’
s capital
structure
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
15
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Strategic report
A
gricultural operations
PT R
EA Kaltim
Plantat
ions
R
EA
Kalti
m
PT
Cipt
a Davia
Mandiri
CDM
PT
K
artanegara
Kumalasakti
K
KS
PT
Kut
a
i
Mit
ra
Sejahtera
KMS
PT Sasana
Y
udha
Bhakti
SY
B
PT Persada
Bangun Jaya
PBJ2
PT Prasetia Ut
ama
PU
Structure
All of the group’
s agricultural operations are located in
East Kalimantan and have been established pursuant to an
understanding dating from 1991 whereby the East Kalimantan
authorities undertook to support the group in acquiring,
for its own account and in cooperation with local interests,
substantial areas of land in East Kalimantan for planting with
oil palms.
The group’
s land areas, the first of whic
h was acquired in
1991 and planted in1994, are owned through the group’
s
principal operating subsidiary
, R
EA Kaltim, in which a group
company holds an 85 per cent interest. Over a four year period
from 2005 to 2008 the company established or acquired
five additional Indonesian subsidiaries, each bringing with it
a substantial allocation of land in the vicinity of the original
R
EA Kaltim estates. One suc
h subsidiary
, PT Putra Bongan
Jaya ("PBJ"), was divested during 2018. Each of the four
other subsidiaries is currently owned as to 95 per cent by R
EA
Kaltim and five per cent by Indonesian local investors. F
urther
land was acquired through two more subsidiaries: PBJ2
(acquired in 2012) and PU (acquired in 2017), each of which
is owned as to 95 per cent by a subsidiary of R
EA Kaltim and
five per cent by Indonesian local investors.
A diagram showing the structure of the R
EA Kaltim sub-group
is set out below
.
R
EA Kaltim sub-group
Land areas
The operations of REA Kaltim are located some 140
kilometres north west of Samarinda, the capital of East
Kalimantan, and lie either side of the Belayan River
, a tributary
of the Mahakam, one of the major river systems of South East
Asia. The S
YB area is contiguous with the R
EA Kaltim areas
and together these form a single site falling within the Kutai
Kartanegara regency of East K
alimantan. The CDM and K
MS
areas are located in close proximity of eac
h other in the East
Kutai regency of East K
alimantan, less than 30 kilometres to
the east of the R
EA Kaltim areas. Land held by PBJ2 and PU
is adjacent to the land areas held by R
EA Kaltim and S
YB.
F
or some years, the R
EA Kaltim estates and adjacent areas
were most readily accessed by river but, in 2015, a road was
constructed between T
abang (a town to the north of the R
EA
Kaltim estates) and K
ota Bangun connecting via a bridge over
the Mahakam River with an existing road from K
ota Bangun to
Samarinda (the capital of East Kalimantan). T
his road passes
through the R
EA Kaltim estates and provides the group with
alternative transport options which are of particular value
when excessively dry periods limit river access to the estates.
A bridge across the Senyiur River links R
EA Kaltim with the
KM
S and CD
M areas.
A coal company operating in an area adjacent to the
group’
s Satria estate is currently constructing a road that, by
agreement, passes through the group’
s estates and then, via
a major new bridge over the Belayan River
, runs further to the
Mahakam River
. Construction is expected to be completed
over the next two years, whereafter this road will provide the
group with a valuable alternative land route for evacuating its
produce at times when river levels restrict barge access to the
estates.
16
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
A
gricultural operations
continued
Although the 1991 understanding established a basis for
the provision of land for development by
, or in cooperation
with, the group, all applications to develop previously
undeveloped land areas must be agreed by the Indonesian
Ministry of F
orestry and have to go through a titling and permit
process. This process begins with the grant of an allocation
of Indonesian state land by the Indonesian local authority
responsible for administering the land area to which the
allocation relates (an "izin lokasi"). Allocations are normally
valid for periods of between one and three years but may be
extended if steps have been taken to obtain full titles.
After a land allocation has been obtained (either by direct
grant from the applicable local authority or by acquisition from
the original recipient of the allocation or a previous assignee),
the progression to full title involves environmental and other
assessments to delineate those areas within the allocation
that are suitable for development, settlement of compensation
claims from local communities and other necessary legal
procedures that vary from case to case. The titling process is
then completed by a cadastral survey (during which boundary
markers are inserted) and the issue of a formal registered land
title certificate (a "Hak Guna Usaha" or "HG
U"). Separately
,
central government and local authority permits are required
for the development of land. These permits are often issued
in stages. The group has recently commenced the process for
renewing certain HG
Us that will be approaching the end of
their validity period in the next f
ew years.
The group’
s fully titled agricultural land, at 31 December 2021,
totalled 64,522 hectares. Included within this area are 9,097
hectares of fully titled land areas pertaining to PU, which are
located on the southern side of the Belayan River opposite the
S
YB northern areas and linked by a government road to the
southern R
EA Kaltim areas. T
ransfer of PU shares to S
YB and
its local partner was completed in 2017 pursuant to exc
hange
arrangements agreed in 2015 with PT Ade Putra T
anrajeng
("APT"). In exc
hange for such shares, S
YB has agreed to
transfer to APT 3,554 hectares of fully titled S
YB land and
has relinquished 2,212 hectares of untitled land allocations,
both areas being the subject of overlapping mineral rights
held by APT
. P
ending completion of the transf
er of the 3,554
hectares, APT and its associates have been granted access to
commence mining in this area.
In addition, at 31 December 2021, the group holds, or is in the
process of renewing previously held, land allocations totalling
10,723 hectares. The directors also intend to take advantage
of opportunities to acquire limited areas of land that may
become available in the vicinity of the group’
s existing land
areas, subject to such opportunities conforming to the group’
s
policies and procedures.
Details of the land areas held by the group as at 31 December
2021 are set out below:
Land areas
Hectares
Fully titled land
CDM
9,784
KMS
7,321
PU
9,097
R
EA Kaltim
30,106
SY
B
8,214
64,522
Land subject to completion of titling
CDM
5,454
PBJ2
5,269
10,723
Areas the subject of land allocations may be reduced on
renewal of allocations and further reduced on full titling
when land the subject of conflicting claims or reallocated for
smallholder cooperatives may be excluded.
Not all areas in respect of which full HG
U titles are issued can
be planted with oil palms. Some land may be unsuitable for
planting, high conservation value areas must not be developed,
and some land will be required for roads, buildings and other
infrastructural facilities. The directors believe that currently
unplanted fully titled land and existing land allocations,
augmented by some potentially available adjacent plots,
should permit extension of the group’
s oil palm plantings to an
eventual total planted area approaching 50,000 hectares.
W
ith land prices rising, increasing interest in plantation
development and sustainability obligations severely restricting
land development, plantable land is much less available than
was the case in 1991 when the group was first established
in East Kalimantan. Moreover
, the Indonesian government
now applies a "use it or lose it" policy to land. Pursuant to
this policy
, land allocations and titles may be rescinded if
the land concerned is not utilised within a reasonable period
for the purposes for which it was allocated. T
he group must
therefore manage its land bank carefully to ensure that it can
demonstrate clear plans for the utilisation of its undeveloped
land holdings, subject to the group’
s environmental policies
and sustainability obligations. The group does not believe that
any land now intended for further expansion is likely to be lost
as a consequence of this government policy
.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
17
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Land development
Areas planted as at 31 December 2021 amounted in total to
36,016 hectares, of which mature plantings comprised 35,665
hectares having a weighted average age of 16.5 years. A
further 211 hectares planted in 2018 were scheduled to
come to maturity at the start of 2022.
The breakdown by planting year of the total of 36,016 planted
hectares (which e
xclude planted areas to be relinquished
by S
YB upon completion of the S
YB land swap agreement
described under "Land areas" above) is shown below:
Planted areas
Hectares
Mature areas
1994
319
1995
1,956
1996
2,268
1997
2,479
1998
4,820
1999
351
2000
874
2004
3,190
2005
2,280
2006
3,361
2007
3,446
2008
936
2009
124
2010
1,275
2011
1,002
2012
1,944
2013
1,814
2014
299
2015
61
2016
1,858
2017
1,008
35,665
Immature areas
2018
211
2019
2020
2021
140
36,016
Planted areas that complete a planned planting programme for a
particular year but are planted in the early months of the succeeding year
are normally allocated to the planting year for which they were planned.
Each year
, based on a review by the group’
s survey
department, the sizes of mature and immature plantings
in each year may be adjusted to reflect the outcome of
land surveys. Such adjustments during 2021 resulted in
23 hectares being redesignated as infrastructure and
conservation areas and a further nine hectares being
reallocated from 2007 to 2008 plantings.
Extension planting in areas adjacent to the existing developed
areas offers the prospect of good returns. It remains the policy
of the directors, therefore, to continue the group’
s extension
planting programme within the framework of the group’
s
sustainability criteria and when funding so permits so that,
over time, all suitable undeveloped land available to the group
(other than areas set aside by the group for conservation) will
be planted with oil palms. As previously acknowledged, suc
h
expansion involves a series of discrete annual decisions as to
the area to be planted in each forthcoming year and the rate
of planting may be accelerated or scaled back in the light of
prevailing circumstances.
After two years of being on hold in response to the weakness
of the CPO price and the group’
s financial performance,
with profitability restored in 2021 the group was able to
recommence its replanting and extension planting programme.
During the year
, 65 hectares of the group’
s earliest plantings
dating from 1994 in R
EA Kaltim were replanted and a further
75 hectares of extension plantings were established in KMS.
The group currently aims to replant a further 2,000 hectares
and to extend its planted hectarage by between 2,000 and
3,000 hectares over the next two years. Planned replantings
may be postponed if prevailing CPO prices are such that it
remains economic to continue to harvest the existing plantings
in the areas concerned. Extension planting is likely to be
concentrated on PU, with development of P
U expected to
commence during 2022. The group sizes its nurseries to
ensure availability of seedlings to meet the group’
s planned
replanting and extension planting programmes, as well as the
resupply of recently bunded areas that were previously prone
to flooding.
Processing and transport facilities
The group currently operates three oil mills, P
erdana oil mill
("POM"), Cakra oil mill ("C
OM") and Satria oil mill ("S
OM"), in
which the FFB crops harvested from the mature oil palm areas
are processed into CPO and palm kernels. PO
M and CO
M
date from 1998 and 2006 respectively and each is designed
to have an effective processing capacity of 80 tonnes per
hour
. SO
M, operating since 2012, initially had a capacity of 45
tonnes per hour but has recently been expanded to increase
its capacity to a minimum of 80 tonnes per hour
.
Modification works to POM and C
OM to improve utilisation of
their processing capacity during peak cropping periods that
were delayed by Covid are now substantially complete, but a
fire in one of the two boilers at PO
M in June 2021 temporarily
reduced available processing capacity at POM. The majority
of the costs of reinstating the damaged boiler are covered
by insurance. The recently completed SOM expansion and
the modification works at CO
M should prove effective in
ensuring that the group has sufficient capacity to process its
FF
B crops pending reinstatement of the fire damaged boiler
at POM. Such reinstatement should be completed in the final
quarter of 2022. Thereafter the group should continue, for the
foreseeable future, to have sufficient processing capacity for
its own requirements and to process the anticipated crop from
third party growers.
18
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
A
gricultural operations
continued
There is a continuing programme of routine maintenance
and upgrading work in the mills to optimise extraction rates,
minimise oil losses and ensure that the design throughput
of each mill is maintained. Having two boilers in each mill
provides resilience and facilitates downtime for this ongoing
programme.
CO
M and SO
M incorporate, within their overall facilities,
palm kernel crushing plants in which palm kernels are further
processed to extract the CPKO that the palm kernels contain.
Each kernel crushing plant has a nominal design capacity
of 150 tonnes of kernels per day
. The installed capacity is
normally sufficient to process current kernel output from the
group’
s three oil mills.
A fleet of barges for transporting CPO and C
PKO is used
in conjunction with tank storage adjacent to the oil mills and
a transhipment terminal owned by the group downstream
of the port of Samarinda. The core river barge fleet, whic
h
is operated under time charter arrangements to ensure
compliance with current Indonesian cabotage regulations,
comprises a number of small vessels, ranging between 750
and 2,000 tonnes. These barges are used for transporting
CPO and C
PKO from the estates to the transhipment terminal
for bulking and then either loading to buyers’ own vessels
on an FOB basis or for loading to a 4,000 tonne seagoing
barge. The seagoing barge, also operated under a time c
harter
arrangement, makes deliveries to customers on a CI
F basis
in other parts of Indonesia. On occasion, the group also spot
charters additional barges for shipments and to provide
temporary storage if required.
The current river route downstream from the mature estates
follows the Belayan River to Kota Bangun (where the
Belayan joins the Mahakam River), and then the Mahakam
through T
enggarong, the capital of the Kutai K
artanegara
regency
, Samarinda, the East Kalimantan provincial capital,
and ultimately through the Mahakam delta into the Makassar
Straits.
During periods of lower rainfall (which normally occur for short
periods during the drier months of May to August of each
year), river levels on the upper part of the Belayan become
more volatile. CPO and C
PKO must then be transferred by
road from the mills to a point some 70 kilometres downstream
at P
endamaran where the group has established a permanent
loading facility and where the year round loading of barges
of up to 2,500 tonnes is possible. W
ith the alternative road
access that is now under construction through the group’
s
Satria estate, as discussed under "Land areas" above,
the group does not currently intend to proceed with its
previous plan to construct additional tank storage capacity at
P
endamaran.
The group uses a combination of its own fleet of truc
ks and
contractors’ trucks to transport CPO and CP
KO from the oil
mills either to the usual loading points on the upper reaches
of the Belayan River or to the downstream loading point at
P
endamaran. In due course, as noted under "Land areas"
above, construction of the new road through the Satria estate
will provide alternative options for transport by land.
Flexibility of delivery options is helpful to the group in its
efforts to optimise the net prices, FOB port of Samarinda,
that it is able to realise for its produce. Moreover
, the group’
s
ability to deliver CPO on a C
I
F basis, buyer’
s port, allows the
group to make sales without exposure to the collection delays
sometimes experienced with FOB buyers of larger shipments.
The majority of CPO sales are currently made CI
F to an
Indonesian refinery in Balikpapan, East Kalimantan, whic
h can
be easily accessed from the group’
s bulking station on the
Mahakam River
.
Crops and extraction rates
Key agricultural statistics for the year to 31 December 2021
(with comparative figures for the corresponding period of
2020) were as follows:
2021
2020
FF
B crops (tonnes)
Group harvested*
738,024
765,821
Third party harvested
210,978
205,544
T
otal
949,002
971,365
Production (tonnes)
T
otal FF
B processed
933,120
948,260
CPO
209,006
213,536
Palm kernels
44,735
47,186
CPK
O
17,361
16,164
Extraction rates (percentage)
CPO
22.4
22.5
Palm kernels
4.8
5.0
CP
KO**
39.5
39.5
Rainfall (mm)
Average across the estates
3,650
3,061
*
Group harvested FF
B for both years excludes crops (18,736 tonnes in
2021; 20,029 tonnes in 2020) from areas that previously constituted
group areas but are now reallocated to plasma (third parties)
** Based on kernels processed
The group's FFB outturn for 2021 fell short of that achieved
in 2020. Harvesting and evacuation of crop were negatively
affected by above average rainfall and number of rain days
and some crop was lost due to harvesting delays caused by
the mid year fire in one of the two POM b
oilers as noted under
"Processing and transport facilities" above. Although crops
were higher in the second half of the year than in the first,
the degree of weighting to the second half was lower than
normal because there was no peak in the last quarter of the
year
. This is in line with reports of lower crop levels throughout
East Kalimantan in the second half of 2021 reflecting delayed
ripening, most likely as a result of reduced sunlight hours
consequent upon the number of rain days.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
19
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Although third party suppliers were affected by rain levels in
the same way as the group, the increasing maturity of such
suppliers’ younger plantings meant that 2021 third party
harvested FF
B was slightly ahead of that of 2020.
W
hilst the group has been fortunate in having suffered only
limited disruption as a result of Covid, travel restrictions within
Indonesia made the recruitment of new harvesters more
difficult than normal. At certain times during the year
, the
group’
s harvesters were therefore under pressure to complete
all necessary harvesting. This led to some slippage in the
collection of loose fruit during 2021 which, combined with
FF
B evacuation problems caused by the high levels of rainfall,
meant that extraction rates did not improve as the group would
have liked. Rigorous attention to harvesting standards, backed
by a range of measures including realignment of incentives to
encourage loose fruit recovery
, has led to some improvement
in the initial months of 2022 but harvesting standards remain
a key area of focus.
High levels of rainfall not only inhibit evacuation of FF
B but
also delay road upkeep programmes which in turn c
hallenges
the group’
s vehicle fleet and exacerbates evacuation problems.
W
ith the planned opening of the andesite quarry (discussed
under "Stone and coal interests" below), the group is initiating
a long term programme progressively to build a stone base to
all the group's roads so as to convert these into all-weather
roads.
Production in the first quarter of 2022 has continued to be
impacted by unusual weather patterns that were seen in
the last few months of 2021 with average rainfall across
the group’
s estates up by 36 percent compared with the
historic average of the last ten years. Group FF
B amounted to
151,523 tonnes in the first three months to the end of March
2022, compared with 192,222 tonnes for the same period
in 2021. Third party FFB amounted to 54,232 tonnes in the
three month period against 54,772 tonnes for the comparable
period in 2021.
By contrast, extraction rates benefited from the measures
taken in 2021 to raise the quality of fruit delivered to the mills
as well as from upgrading of the mills and the drive to improve
mill processes. The CPO extraction rate averaged 22.5 per
cent in the first three months of 2022, compared with 21.8
per cent for the same period in 2021.
The group recently decided to accelerate planned new
investment in its transport fleet. As a result, the group is
taking delivery of substantial numbers of additional tractors
and trucks. T
he further FF
B carrying capacity that these
will provide will improve the group’
s ability to evacuate crop
when heavy rainfall slows down collection of FF
B and should
result in an immediate improvement in evacuation volumes.
Accordingly
, the group’
s F
FB crops for 2022 are not expected
to fall short of those in 2021.
Revenues
During 2021, all of the group’
s C
PO and CP
K
O was sold
in the local Indonesian market, reflecting continuing good
demand from easily accessible local refiners. The group has
established relationships with each of the four main refineries
now operating locally
. Competition between these refineries
ensures that prices achieved are competitive.
CPO and C
PKO sales are made on contract terms that are
comprehensive and standard for each of the markets into
which the group sells. T
he group therefore has no current
need to develop its own terms of dealing with customers.
CPO and C
PKO are widely traded and the group does not
therefore see the concentration of its sales on a small number
of customers as a significant risk. W
ere there to be problems
with any one customer
, the group could readily arrange for
sales to be made further afield and, whilst this could result
in additional delivery costs, the overall impact would not be
material.
Average premia realised during the year for sales of certified
oil amounted to $10 (2020: $10) per tonne for CPO sold
with International Sustainability and Carbon Certification
and, respectively
, $1.30 (2020: $4) and $138 (2020: $25)
per tonne for CPO and C
PKO sold with Roundtable on
Sustainable Palm Oil certification.
As a rule, all CPO and C
PKO produced by the group is sold in
the local market on a spot basis. W
hilst the group has never
ruled out making forward sales at fixed prices, the fact that
export levy and e
xport duty are levied on prices prevailing at
date of delivery
, not on prices realised, acts as a disincentive
to making forward fixed price sales. This is because a rise
in CPO prices prior to delivery of fixed price forward sales
will mean that the group will not only forego the benefit of
a higher price but may also pay export levy and duty on, and
at rates calculated by reference to, a higher price than it has
obtained. No deliveries were made against forward fixed price
sales of CPO or C
PKO during 2021 and the group currently
has no sales outstanding on this basis.
Arrangements with the group’
s customers for the provision
of funding in exc
hange for forward commitments of CPO
and CP
KO, on the basis that pricing is fixed at the time of
shipment by reference to prevailing prices, were e
xtended in
2021 with buyers continuing to seek secure oil supplies. The
average selling price for the group's CPO for 2021, including
premia for certified oil but net of export levy and duty
, adjusted
to FOB Samarinda, was $777 per tonne (2020: $566 per
tonne). The average selling price for the group's CPKO, on the
same basis, was $1,157 per tonne (2020: $615 per tonne).
The group’
s sales are for the most part priced appro
ximately
four weeks ahead of delivery
. This means that there is a lag of
four weeks in the impact on the group of price movements in
the CPO and C
PKO markets.
Operating efficiency
The group’
s costs principally comprise: direct costs of
harvesting, processing and despatch; direct costs of upkeep
of mature areas; estate and central overheads in Indonesia;
the overheads of the U
K head office; and financing costs.
The group’
s strategy
, in seeking to minimise unit costs
of production, is to maximise yields per hectare, to seek
20
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
A
gricultural operations
continued
efficiencies in overall costs and to spread central overheads
over as large a cultivated hectarage as possible.
The group’
s operations lie in an area where average rainfall
levels are high. The group endeavours to capitalise on this
advantage by striving to achieve economic efficiencies and
best agricultural practice. In particular
, careful attention is
given to ensuring that new oil palm areas are planted with high
quality seed from proven seed gardens and that all oil palm
areas receive appropriate husbandry
.
Methane from the group’
s two methane capture plants, which
were commissioned in 2012, drives seven generators each
of one megawatt capacity
. Four megawatts of generating
capacity provide power for the group’
s own use which has
enabled the group to achieve material savings in energy
costs as consumption of diesel oil for electricity has been
largely eliminated on the R
EA Kaltim and S
YB estates. Three
megawatts of generating capacity supply power to villages
and sub-villages surrounding the group’
s estates by way of
the local grid owned by the Indonesian government's energy
company
, P
LN.
Payment for the power sold through PLN is made at fixed
rates determined by Indonesian government regulations.
Local demand for power is growing steadily and, as further
households install prepay meters, power offtake from the
group is projected to increase. Revenue from electricity sales
to PLN amounted to some $860,000 in 2021, compared with
$791,000 in 2020.
In addition to reducing energy costs and generating additional
revenues, the two methane capture facilities have substantially
reduced the group’
s G
H
G emissions. F
ollowing a feasibility
study in 2021, the group intends in the near future to
commence construction of a third methane capture plant at
SO
M, with a view to producing biogas for power generation
at SO
M and for upgrading to compressed biomethane gas to
replace diesel used by the group’
s vehicle fleet.
Other cost saving initiatives that have been implemented by
the group in recent years include measures to reduce the
use of pesticides, in-house production of harvester bridges,
manufacture of bricks for housing using a mixture of cement
and boiler ash from the mills, and fabrication of spare parts for
mill repairs.
The roll out of handheld devices across all of the group’
s
operations to input data into the group’
s information system,
has improved recording accuracy
, speeding up the generation
of operational reports and, over time, facilitating savings in
administrative costs. Implementation in 2020 and 2021 of
a new human resources IT system and a procurement and
inventory management module that are designed to integrate
with the existing management information system are also
producing efficiencies and, ultimately
, will result in cost
savings.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
21
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Strategic report
Stone and coal interests
Concessions
The group has made loans to certain Indonesian companies
with interests in stone deposits and two coal mining
concessions, all of which are located in East K
alimantan in
Indonesia.
The main stone concession comprises substantial deposits
of high grade andesite stone located to the north east of
the S
YB northern plantations. A much smaller limestone
deposit adjacent to the land areas formerly held by PBJ
is not currently active. Stone interests are complementary
to the group’
s plantation interests because quarried stone
represents a valuable resource for improving the durability of
infrastructure in the group’
s operations.
The coal mining concessions comprise a high calorific value
deposit near Kota Bangun and the lower grade Liburdinding
concession in the southern part of East Kalimantan. It is the
directors' intention that the group withdraw from its coal
interests.
Structure
The andesite stone and coal mining concessions are held by
Indonesian companies which are wholly owned by the group’
s
local partners. Stone quarrying is classified as a mining activity
for Indonesian licensing purposes and is subject to the same
regulatory regime as coal mining.
Historically
, the group had the right, subject to satisfaction
of certain conditions (the "applicable conditions"), to acquire
95 per cent of the concession holding group of companies
at the local partners’ original cost. The concession holding
companies were financed by loan funding from the group
on terms such that no dividends or other distributions or
payments could be paid or made by the concession holding
companies to the local partners without the prior agreement
of the group. However
, changes to the Indonesian regulatory
regime applicable to foreign investment in mining since the
above arrangements were agreed in 2008 meant that, from
2014, the applicable conditions could no longer be satisfied
in their existing form. Accordingly
, the concession holding
companies are not consolidated. In the meanwhile, the group
has continued to provide loan funding to the concession
holding companies. The andesite stone concession holding
company has guaranteed the obligations to the group of the
coal concession holding companies.
The concession holding companies have appointed the
company’
s 95 per cent subsidiary
, PT KCC Resources
Indonesia ("KCCR
I"), to act as a marketing agent in
connection with the sale of their coal and stone production
and will pay KCCR
I appropriate sales related commissions for
this service.
The directors intend that the group’
s withdrawal from its coal
interest should be effected by encouraging the group’
s local
partners to mine out the Kota Bangun concession within two
years and to divest the Liburdinding concession.
Backgr
ound and operating activities – coal
The group’
s coal interests date from between 2008 and 2010.
The directors concluded in 2012 that coal mining has specific
complexities that are not shared by the group’
s agricultural
operations and decided to limit further capital commitments
to coal and to concentrate the group’
s efforts on maximising
recoveries of the amounts already invested. Then in 2014,
in light of a substantial fall in international coal prices, coal
activities were suspended.
In 2017, when coal prices began to recover
, work began
on reopening the more important coal concession at Kota
Bangun, held by PT Indo Pancadasa Agrotama ("IP
A"), which
principally contains semi-soft coking coal and high calorific
value thermal coal. As a necessary preliminary to resuming
mining at Kota Bangun, IP
A acquired an established loading
point on the Mahakam River
, together with a coal conveyor
that crosses I
P
A
s concession and runs to the loading point
via a coal crushing facility
. After relicensing the loading point,
the loading point and conveyor were refurbished. The loading
point and related infrastructure can be used by I
P
A to process
and load coal from neighbouring third party mines in addition
to its own coal.
Having secured access to the Mahakam via the loading
point and a licence to export coal from the K
ota Bangun
concession, in 2018, I
P
A disposed of an existing coal
stockpile of some 16,000 tonnes from previous mining
operations. In 2019, following consideration of various options
with suitable contractors, I
P
A appointed a contractor to
recommence mining of the concession on the basis that the
contractor provide mining services to I
P
A and manage the port
facility
, as well as funding all further expenditure required for
infrastructure, land compensation and mobilisation, on terms
that the costs incurred by the contractor would be reimbursed
on an agreed basis and the contractor would participate in
profits from the mine. F
ollowing further drilling to confirm
existing data and develop a mine plan, the contractor was
expected to commence mining in 2020 but Covid caused a
delay
.
F
ollowing settlement of land compensation and an agreement
with a neighbouring coal company to permit I
P
A to utilise a
road for evacuation of coal, mining resumed in earnest in the
last quarter of 2021. The first coal sale had been e
xpected
to take place before the end of 2021 but was delayed by the
Indonesian government's introduction in December 2021 of
a temporary restriction on coal exports designed to ensure
sufficient domestic availability of coal to satisfy internal
requirements for power generation. At the beginning of 2022,
it was clarified that this restriction would not immediately apply
to I
P
A and, accordingly
, sales of I
P
A
s coal could proceed,
although there will in due course be a requirement to fulfil
the domestic obligation to sell coal to local purchasers to the
extent of some 25 per cent of annual production.
I
P
A
s first two coal sale contracts, together amounting to
61,500 tonnes, were shipped during the first quarter of 2022,
and a third contract of 33,000 tonnes has been shipped in
April. Current I
P
A production is from a pit in the southern part
22
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
Stone and coal interests
continued
22
of the I
P
A concession and I
P
A expects to continue mining
this pit at a rate of 30,000 tonnes per month going forward.
Economically mineable coal in this pit has not been evaluated
in accordance with the Joint Ore Reserves Committee
("JO
RC") standards but, based on available drilling data, is
estimated at 400,000 tonnes, of which some 110,000 tonnes
had been mined up to the end of March 2022. F
ollowing
recent exploratory drilling, development of a mine plan for
reopening the pit that was previously mined in the northern
part of the I
P
A concession is in progress.
Based on costs prevailing at the start of 2021and the
expected average stripping ratio for the southern pit, IP
A
budgeted an average direct mining and barging cost for coal
in this pit during 2022 of less than $110 per tonne. Recent
increases in diesel prices may
, however, result in an actual
cost per tonne over 2022 that is above budget. Selling prices
of the first shipments from I
P
A have ranged between $212
and $340 per tonne (delivered FOB vessel). As a result of
the profit participation agreed with I
P
A
s contractor
, the profit
contribution from I
P
A coal sales (representing the excess of
the net proceeds of such sales over the direct costs) is shared
between I
P
A and the contractor in the approximate proportion
70:30.
The group has advanced substantial loans to IP
A and surplus
cash accruing to I
P
A from its mining operations is being
applied in the repayment of those loans. The rapid e
xtraction
of coal at I
P
A encourages an expectation of an early full
recovery of group loans. Any surplus cash accruing to I
P
A
after repayment of group loans will be available to be applied
by I
P
A in paying dividends. 95 per cent of such dividends will
be payable to PT Aragon T
ambang Pratama ("A
TP") and can
be utilised by A
TP in reducing its own group loans.
Preliminary investigations indicate that part of the overburden
removed when mining at I
P
A may be suitable for crushing and
sale as building sand. If confirmed and if agreement on the
utilisation of such overburden can be reac
hed with the group’
s
local partners (who own the rights to such sand separately
from I
P
A), this may enhance the return to the group from
mining at the Kota Bangun concession. In addition, IP
A is
generating some additional revenues from its concession by
fees from neighbouring coal concessions that are shipping
small volumes of coal through I
P
A
s port.
Backgr
ound and operating activities – stone
The operating licence required to establish a simple quarrying
and crushing operation on the andesite stone concession was
obtained by A
TP in 2014.
F
ollowing the agreement in 2020 with a neighbouring coal
company referred to under "Agricultural operations" above, the
project to supply andesite for the new road planned to be built
by that company from its coal concession area through the
company's estates and on to the Mahakam River is now being
progressed. At the end of 2021, A
TP signed an in principle
agreement with the coal mining company in question pursuant
to which the coal company intends to purc
hase 1 million
metric tonnes of andesite stone from A
TP over a period of 24
months. A
TP will also supply stone for infrastructure projects,
such as building all weather roads, in the group’
s agricultural
operations. Negotiations for the appointment of a contractor to
operate the quarry are currently being finalised and quarrying
is expected to commence later in 2022.
Looking further ahead, local civil works for government
projects in East Kalimantan, suc
h as the recently approved
proposal to move the Indonesian capital from Java to East
Kalimantan, are likely to require substantial quantities
of crushed stone. Construction of the new capital, to be
called Nusantara (meaning "archipelago"), is reported to be
commencing in the near future with the relocation beginning
in 2024.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
23
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
The group remains committed to ensuring that its ESG
commitments meet the evolving challenges of climate c
hange
and biodiversity loss and can deliver sustainable growth for
the benefit of all stakeholders into the future. In furtherance
of this commitment, the group has recently signed a long term
collaborative agreement with the University of Cambridge
to promote research into sustainable oil palm management
and the conservation of biodiversity in oil palm landscapes.
The collaboration will also involve local research institutions
in Indonesia as well as the communities in and around the
group’
s operational locations. Stakeholders will continue to be
updated as the group’
s strategies further develop.
T
ransparency
The group endeavours to operate in a responsible and
transparent manner and has made its policy framework
publicly available since 2015. In addition to the sustainability
information published each year in the annual report, the
group publishes on its website more detailed information
regarding the group’
s environmental and social performance,
as well as the sustainability challenge, in accordance with
internationally recognised standards. This allows the group’
s
sustainability performance to be compared with that of other
oil palm growers and allows stakeholders to monitor the
group’
s progress in meeting its sustainability commitments.
This additional sustainability information is updated regularly
through the year and is available at www
.rea.co.uk. This
regular provision of updated information now substitutes for
standalone hard copy sustainability reports such as were
published by the group in the past.
Each year
, the group participates in the Sustainable Palm Oil
T
ransparency T
oolkit ("S
PO
TT") assessment by the Zoological
Society of London ("ZS
L"). SPOTT uses publicly available
information to assess palm oil producers, processors and
traders on the transparency of their disclosures regarding
policies, operations and commitments to ESG best
practice. The overall SPO
TT score comprises three ESG
disclosure categories: organisation (the operations, assets
and management structure); policies (the commitments
and processes that guide the operations); and practices
(the activities that actively progress towards targets and
implementation of policies and commitments), within which the
number of assessment categories, indicators and companies
varies from year to year
.
The toolkit is designed to incentivise implementation of
best practice with respect to, inter alia, sustainability and
traceability
, forest management, biodiversity
, high conservation
values ("HCV
s"), high carb
on stocks ("HCSs"), peatlands,
fire, G
HG emissions, water, c
hemicals, pest management,
smallholders, community (land) rights and labour rights and
grievances. In the 2021 SPOTT assessment, the group
increased its score from 79.8 per cent to 84.4 per cent,
compared with an average score of 42.8 per cent and ranked
8th out of the 100 palm oil companies assessed against 182
ESG indicators.
Policies
The group follows a policy framework that underpins the
group’
s commitment to recognised sustainable practices and
demonstrates the group’
s desire to remain at the forefront of
sustainable palm oil production. The group’
s policies, whic
h are
regularly reviewed and updated, can be downloaded from the
Sustainability section of the group’
s website at
www
.rea.co.uk. T
ogether
, these policies embody best
practices with respect to N
DP
E (no deforestation, no peat,
no exploitation) and sustainable development, the provision of
socioeconomic benefits for local communities, the protection
of biodiversity and ecosystem functions, zero burning, reducing
G
HG emissions, human rights and a zero tolerance approach
to bribery and slavery
.
Certification
Certification provides third party verification that a company
is operating in accordance with national and international
standards. Further
, it encourages companies to improve
their policies and practices by establishing higher premia
for certified products. Standards are embodied in various
certification schemes, specifically the Roundtable on
Sustainable Palm Oil ("RSPO"), Indonesian Sustainable Palm
Oil ("IS
PO") and International Sustainability and Carbon
Certification ("IS
CC"). These schemes focus on minimising
deforestation, transparent feedstoc
k supply chains, human
rights and safety
, and measurement of G
HG emissions. The
group aims to achieve and maintain certification under these
internationally recognised schemes for all of its plantations
and mills.
RSPO
The group has been a member of RSPO since 2007. R
SPO
is a multi stakeholder organisation that has developed a
standard to promote the sustainable production of palm oil.
The RSPO standard is voluntary and consists of a set of
Principles and Criteria designed so that entities can be audited
against the RS
PO Supply Chain Certification Standard.
The group’
s two oldest mills, POM and C
OM, and their supply
chains were first certified in 2011. T
he supply chain for COM
includes the group’
s most recently matured estate, K
MS,
which attained RSPO certification in 2020 after a two year
independent audit process. Surveillance audits are conducted
annually to ensure continuing compliance and recertification
audits take place every five years. In 2021, the surveillance
and recertification audits were conducted via a combination
of remote and onsite audits due to COVI
D travel restrictions.
The fourth annual surveillance audit for COM was successfully
completed, securing renewal of its Palm T
race licence. The
five-yearly recertification audits of POM, the C
OM kernel
crushing plant ("KCP") and their supply chains together with
the group’
s downstream bulking station were also completed
in 2021 with certification successfully renewed until 2026.
As previously reported, the RS
PO certification for the
group’
s third oil mill, S
OM, requires resolution of an R
SPO
compensation liability in respect of two small land areas
Strategic report
Sustainability
24
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
Sustainability
continued
within S
YB that were cleared in 2008 prior to changes in
the regulations that required conducting HCV assessments.
The group’
s proposal in respect of some 129 hectares of
land at Satria estate and the final HCV compensation liability
in respect of 44 hectares at S
YB’
s T
epian estate, that were
excised from the supply base to eac
h of SO
M and POM in
2019, were both approved during 2021. For eac
h liability
,
the group has developed a concept note for a conservation
and rehabilitation programme in accordance with the RS
PO’
s
Remediation and Compensation Procedure. T
he concept
notes remain subject to review by the RS
PO and, once
approved, SO
M can be audited to secure certification and the
T
epian area will be reinstated within the POM certified supply
base.
Certification of SO
M’
s KCP remains unaffected by the
ongoing compensation liability cases and successfully
completed the annual RS
PO surveillance audit in 2021.
The social impact assessment ("SIA") required to be
conducted by third party consultants in respect of 959
hectares cleared at CD
M prior to conducting an HCV
assessment has been delayed by Covid travel restrictions.
This is now sc
heduled to take place during April 2022. A
compensation plan has already been agreed in principle with
RS
PO and payments will be settled over several years as part
of a time-bound plan which was agreed with RS
PO for RS
PO
certification of CD
M by 2023.
RS
PO has also reviewed certain incidences of land clearing
prior to HCV assessments in respect of two plasma
cooperatives that were reported pursuant to a land use
change assessment ("L
U
CA") in 2019. In Marc
h 2021,
following a review of the additional supporting materials
provided by the group and the local communities, it was
agreed that the group has no social liability in respect of the
areas in question. However
, the RS
PO has determined that
the group has conservation related liabilities in respect of 624
hectares and environmental remediation liabilities in respect of
39 hectares. Accordingly
, the group is now developing relative
concept notes for RS
PO approval.
The liabilities in respect of CDM and the plasma cooperatives
are not material.
ISCC
CPO produced from mills certified under the voluntary
IS
CC scheme may be sold for biofuel under the European
Union Renewable Energy Directive ("E
U R
E
D"). F
ollowing
recertification audits, certificates for each of the three mills
and the bulking station were renewed in 2021. Recertification
audits for the current year took place in F
ebruary 2022
with zero non-compliances recorded and issue of the new
certificates pending.
ISPO
The ISPO standard is a policy adopted by the Ministry of
Agriculture on behalf of the Indonesian Government and is
mandatory for all oil palm companies operating in Indonesia.
R
EA Kaltim’
s estates and its two mills, POM and C
OM, first
achieved ISPO certification in 2016 and have passed annual
surveillance audits by the SG
S Indonesian Certification
Institute each year subsequently
. The five-yearly ISPO
recertification audits for POM and C
OM were completed in
2021 and their certificates successfully renewed until 2026.
SO
M and the S
YB estates first obtained IS
PO certification
in 2018 and successfully completed their 3rd annual
surveillance audits in 2021. IS
PO does not apply to immature
or development estates.
Certified sales
The group uses the RSPO PalmT
race system for certifying
transfers of oil palm products from mills to refineries. RSPO
PalmT
race also offers a marketplace and the option to register
off market deals through a "Book and Claim" system for
RS
PO credits; such registration confirms that the applicable
CPO or C
PKO was produced by an RS
PO certified company
.
Each sale of CPO and CP
KO can be made with only one
certificate, so the group must decide which certification
should apply to each sale. Most CPO is sold with IS
CC
certification because, in the context of the overall CPO market,
buyers offer higher premia for ISC
C certified CPO than for
RS
PO certified CPO. There is no market for IS
C
C certified
CP
KO, but demand for RSPO certified C
P
K
O has increased
significantly over the last 18 months with a consequential
increase in premia, as shown under "Revenues". W
here CPO
and CP
KO cannot be sold with ISC
C or R
SPO certification,
available CPO and C
PKO sustainability credits are sold
through the PalmT
race system or off market to specific buyers.
2021 sales of CPO and C
PKO are shown below:
CPO
CPK
O
tonnes
%
tonnes
%
RS
PO sales
8,279
43.2
RS
PO credits
13,183
IS
CC sales
116,137
55.0
Other
(not certified)
95,008
*
45.0
10,873
56.8
T
otal
211,145
19,152
*
Includes some certified CPO production that was sold as uncertified or
without any sustainability premium
Environment
IS
O 14001 is the international standard for effective
environmental management systems that support
organisations in the development and implementation of
environmental policies and objectives. The group maintains
IS
O 14001 certification, which is subject to annual renewal,
for all of the R
EA Kaltim and S
YB estates and mills as well
as the bulking station. The third annual surveillance audits
were conducted for R
EA Kaltim and S
YB in 2021 with
certification successfully renewed until early 2022. Three-
yearly recertification audits are being conducted in the first
half of 2022.
The group’
s mills are also rated annually under T
he Program
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
25
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
for P
ollution Control, Evaluation and Rating ("PR
OP
E
R").
PR
OP
E
R is an initiative of the Indonesian Government’
s
Environmental Impact Agency which seeks to mitigate risks of
pollution and associated consequences. The group is rated at
both provincial and national levels. A blue rating denotes that
environmental management standards meet the regulatory
requirements; a green rating denotes that the company’
s
standards go beyond the standard regulatory requirements.
Provincial
National
POM
Green
Blue
COM
Green
Blue
SOM
Green
Blue
Streamlined ener
gy and carb
on reporting ("SECR")
The group has been monitoring and reporting its carbon
footprint using the PalmGH
G tool for over ten years and
currently uses the latest version (version 4) of the PalmGH
G
tool which became mandatory for RSPO members on 1
January 2020. The P
almG
HG tool was developed by a multi
stakeholder group within RS
PO which included leading
scientists in the field of G
HG accounting for oil palm
operations. Annual reporting of emissions using the PalmGH
G
tool has been mandatory for all RS
PO members since 2016,
with submissions independently verified by RS
PO accredited
certification bodies.
The P
almG
HG tool uses a lifecycle assessment approach,
whereby all the major sources of G
HG emissions (carb
on
dioxide (CO
2
), methane (CH
4
) and nitrous oxide (N
2
O))
linked to the cultivation, processing and transport of oil
palm products are quantified and balanced against carbon
sequestration and G
HG emission avoidance. All direct, and
the majority of indirect, emissions associated with the group’
s
oil palm operations in Indonesia are captured within the
PalmGH
G tool. Changes in the calculation methodologies of
the various versions of the PalmGH
G tool as it has developed
mean that there are variations in the calculation of emissions
from year to year
.
In addition to reporting G
HG emissions calculated using
RS
PO PalmGH
G, the group also reports emissions for I
SC
C
and IS
PO which use a diff
erent calculation methodology
.
Submissions for IS
CC are independently verified by an I
SC
C
accredited certification body
.
Information on the group’
s emissions and energy consumption
in accordance with SEC
R is set out below
.
W
hilst the methodology for calculating emissions under SEC
R
is identical to that used for RS
PO, the scope of activities
covered is different. RSPO requires only the G
H
G emissions
from the group’
s palm oil mills and their supply bases to be
included. Emissions linked to the group’
s estates that do not
yet supply FF
B to one of the group’
s mills are not included.
Instead, emissions associated with the land use change
component of new oil palm developments (which represent
the majority of emissions from new developments) are
accumulated over the immaturity period of each development
and then amortised over the 25 year oil palm lifecycle once
the development starts producing crop.
The scope of emissions reported under SECR, however,
includes all group activities worldwide and thus includes
emissions from new developments as these arise, but
excludes the amortisation of emissions accumulated during
the development of areas now in production. Except where
otherwise stated, the PalmGH
G methodology
, adjusted for this
different basis, has been used for the calculations.
2021
2020*
Emissions (tCO
2
eq)
Oil palm cultivation in Indonesia¹
Gross
578,857
559,542
Net
85,785
101,428
Collection, milling and distribution
operations in Indonesia²
Gross
99,848
106,087
Net
60,728
76,285
Emissions from electricity pur
chased
for own use³
86.1
86.7
Global emissions
Gross
678,790
665,716
Net
146,599
177,799
U
K emissions included within global
emissions
27.0
30.1
Energy usage (kW
h)
000
’000
Energy use from combustion of fuel
69,752
70,551
Energy use from methane capture
generated electricity
18,881
17,836
Energy use from purchased electricity
82
83
Global energy use
88,715
88,470
U
K energy use included within global
energy use
26
29
Intensity measures
4
Net emissions per tonne of CPO produced
(tCO
eq/tonne CPO)
0.69
0.82
Net emissions per planted hectare
(tCO
eq/ha)
4.12
5.00
*
Certain figures restated following a review of the 2020 calculations in
respect of emissions and sequestrations at CD
M
1
Covers Scope 1 direct G
HG emissions from historic land conversion,
agricultural practices and peat soil; includes sequestration by crop and
conservation forest areas. Some Scope 3 indirect G
H
G emissions
including those associated with the extraction, production and transport
of purchased materials suc
h as fertilisers and pesticides, as well as fuel
usage by third party contractors involved in operations
2
Covers Scope 1 and Scope 3 emissions from the transport and
processing of crop and waste products; also includes sequestration
from sale of excess electricity generated from waste products and sale
of excess palm kernel shell for energy generation. Conversion factor
used to calculate energy use from combustion of fuel is 10.58 kW
h/litre
diesel (source: U
K Government G
HG Conversion Factors for company
reporting 2020)
3
Covers Scope 2 emissions associated with electricity usage in group
offices in both Indonesia and the U
K, representing indirect G
HG
emissions from the consumption of purchased electricity as defined by
the G
HG Protocol.
4
Calculated using palm oil industry emissions disclosure data for palm oil
operations in Indonesia
26
R.E.A. Holdings plc
Annual Report and Accounts 2021
G
HG emissions associated with the group’
s oil palm
operations were 3.5 per cent higher in 2021 compared with
2020, primarily reflecting increased applications of inorganic
fertiliser as a result of some carry over from 2020 and also in
response to palm nutrient requirements (as explained under
"Responsible agricultural practices" below). By contrast,
emissions associated with crop collection, milling and palm
product distribution decreased by 5.9 per cent in 2021 due to
reduced usage of diesel fuel and increased power generation
by steam turbines in the group’
s mills.
Net G
HG emissions associated with the group’
s oil palm
operations decreased by 17.6 per cent in 2021 due to
increased sequestration of carbon in additional set-aside
areas (forest reserves, riparian buffer zones and peat soil
conservation areas). Net G
HG emissions are calculated by
deducting from the gross G
HG emissions the carb
on that
is estimated to have been fixed (sequestered) by the oil
palms and conserved set-aside forest through the process of
photosynthesis. A further deduction is made to account for
the G
HG emissions that have been avoided as a result of the
use of renewable electricity from the group’
s methane capture
facilities in domestic buildings and by local communities that
were previously supplied with electricity from diesel powered
generators.
The group’
s net G
HG emissions have been expressed per
tonne of CPO produced and per planted hectare (immature
and mature). Both intensity measures are considered relevant
because the maturity of the oil palm within the supply base
does not influence the trend in G
HG emissions per planted
hectare, whereas it does impact the G
HG emissions per
tonne of CPO. Net G
H
G emissions in 2021 compared with
2020 show a 16.1 per cent reduction when expressed as per
tonne of CPO produced and a 17.7 per cent reduction when
expressed as per planted hectare.
Responsible agricultural practices
Maintaining clean air and freshwater resources is vitally
important for the villages in, and in the proximity of, the group’
s
estates, as well as for the group’
s operations in the estates
and mills. The quality of river water
, ground water and tap
water is monitored regularly across the group’
s plantations
and employee facilities to ensure that the applicable biological
oxygen demand ("BOD") and chemical oxygen demand
("CO
D") remain within the applicable regulatory standards.
The group’
s mills operate a zero effluence policy
, whereby no
by-products resulting from the production of CPO or C
PKO
are discharged into local water courses. Air quality is tested
regularly against set parameters, including levels of carbon
monoxide and nitrogen dio
xide, to ensure that it too remains
within regulatory standards.
Production of CPO and CP
KO uses high quantities of water
,
so this must be carefully managed to minimise waste and to
reduce the risks associated with droughts during the dryer
seasons. W
ater usage inevitably increases as F
FB production
increases, so the group has been working to improve the
efficiency of water consumption in its mills and has developed
a time bound plan with the objective of keeping water usage
below 2.5m³ per tonne FF
B. All three of the group’
s mills
were comfortably below this target in 2021, with overall
water usage decreasing from 1.39m³ per tonne in 2020 to
1.36m³ per tonne in 2021. W
ith continuing careful water
management, further reductions are targeted for 2022.
G
HG emissions from palm oil mill effluent ("PO
M
E") have
reduced substantially following the installation in 2012 of the
methane capture facilities at POM and C
OM. Such facilities
utilise a substantial portion of the POM
E produced at PO
M
and CO
M for the generation of renewable energy
. PO
M
E
that is not used for methane capture, including the POM
E
from SO
M, together with the digested POM
E residue from
the methane capture facilities is pumped through a series of
open ponds to reduce its BO
D. Thereafter
, it is used for land
application in flat beds between rows of oil palm, allowing the
remaining nutrient content to be used as a fertiliser
. The BO
D
of the POM
E in the final open pond at each mill is subject to
monthly testing by a third party to ensure that it remains within
the legal standard for land application use.
F
ertiliser application is optimised by analysing the nutrient
content of systematically selected oil palm frond samples,
supplemented by visual inspection of palm canopies and
soil sampling. The analysis is conducted by an in-house
agronomy team and verified by independent agronomy
consultants. T
o overcome a nutrient deficiency detected in
2015, following some reductions from historic levels in annual
inorganic fertiliser applications over the period 2012 to 2014,
applications of inorganic fertilisers were returned to, and are
now maintained at, their historic levels. The application of
inorganic fertiliser increased between 2020 and 2021, from
26,232 tonnes (0.7 tonnes/hectare) to 32,360 tonnes (0.8
tonnes/hectare) owing partly to continuing high levels of FF
B
production and partly to the carry over of applications from the
previous year due to very wet conditions at the end of 2020.
Additionally
, analysis of oil palm leaf and rachis (the midrib
or spine of the frond) samples taken in 2020 indicated the
need for moderately increasing the application of inorganic
fertilisers in 2021.
The group seeks to optimise the quantity of organic and
inorganic fertiliser that it applies and supplements inorganic
applications with empty fruit bunches ("EF
B"), a waste product
from the mills. The application of EF
B for mulching provides
the palms with nutrients and the soil with organic matter which
helps to retain moisture, promote beneficial soil biodiversity
and fertility
. Increasing the organic carbon content of soils
in this way also improves their resilience to periods of dry
weather which may otherwise initiate stress in the palms.
Through routine monitoring by the group’
s environment
department of conditions within the plantation blocks,
the group seeks to identify
, and potentially improve, pest
management through biological control in order to reduce the
use of chemically based pesticides.
Employees
At the end of 2021, the group’
s workforce (whic
h excludes
non-executive directors) numbered 8,209 compared with
Strategic report
Sustainability
continued
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
27
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
7,963 at the end of 2020. The increase over the year arose
principally from the need to recruit additional field workers to
catch up on the applications of organic compost and empty
fruit bunches as e
xtended periods of heavy rainfall had led to
a backlog.
T
o optimise productivity
, the group aims to ensure that
employees at every level within the organisation are rewarded
based on their performance. T
o ensure that the group’
s
compensation levels remain competitive and in line with the
current market practices, they are periodically benchmarked
against local industry standards.
P
erformance of management staff is evaluated annually in
relation to a pre-agreed set of quantitative and objective
key performance indicators ("KP
Is"). The reward system
for all levels of employees is reviewed and refined regularly
.
Particular attention is paid to ensuring that compensation
and benefits for harvesters, who are a key component of the
group’
s workforce, are competitive and incentivise productivity
.
Monthly bonuses are awarded to harvesters who achieve
certain graduated targets, with additional allowances paid for
harvesting tall palms.
The group endeavours to provide competitive remuneration
packages, opportunities for career development and a decent
standard of living on the estates for employees and their
families in order to attract and retain staff at all levels. This is
particularly important given the remote location of the group’
s
estates. Good quality housing and community facilities for
employees are a priority
, and employees are encouraged to
support the group’
s ongoing programme of renovation and
maintenance with regular awards for best kept homes and
village emplacements. The group continues to build houses
using "batako" bricks, whic
h are produced in-house by mixing
boiler ash from the mills with cement. Use of this material has
significantly reduced both the cost and environmental footprint
of new houses over the years. The village emplacements are
provided with medical clinics, crèches, mosques, c
hurches,
sports facilities and markets.
Employee cooperative shops ("R
EA Mart"), established
with the support of the group’
s community development
department, serve the group’
s northern and southern estate
areas, supplying everyday groceries and household items
for the benefit of employees living in estate housing. The
shops are able to bulk purchase and thereby source products
competitively
. R
EA Mart has continued to provide supplies
throughout the period of the pandemic.
In 2008, the group established a foundation to manage the
network of schools across the estates. T
hese schools are
authorised in accordance with government regulations. The
foundation manages 27 schools, comprising 13 presc
hools,
13 primary schools and one secondary sc
hool. At the end
of 2021, there were 2,669 students (515 preschool, 1,903
primary school and 251 secondary sc
hool children) enrolled
in the group’
s school system. During the height of the Covid
epidemic, learning in small groups and online successfully
replaced classroom learning.
The group aims to maintain and improve management
standards by facilitating the upward mobility of promising
employees through its management training programme
and by recruiting new graduates through its collaboration
with local technical institutions. T
he group’
s central training
school provides participants with 12 months of theoretical
and practical training in all aspects of plantation management.
Management trainees who successfully complete the training
are appointed as assistants on the group’
s estates, in the mills
and various administrative departments, such as tec
hnical
services, sustainability and safety
. Over the last 20 years, 414
trainees have participated in this programme and many of
them are still employed by the group.
Help with career advancement is not restricted to the
management training programme. T
o equip employees
at every level with the skills and knowledge to perform
effectively and to advance their careers, the group also runs
an annual training programme for established employees.
The programme is designed by the group’
s training manager
,
based on input received from every department, and consists
of both in-house training and participation in external training
and conferences. Externally facilitated training, coac
hing and
workshops are also provided for senior managers to ensure
the alignment of individual and corporate values, policies and
priorities.
The group takes seriously its duty to protect and respect
the human rights of any person affected by its operations
and is committed to adhering to the core conventions of the
International Labour Organisation’
s F
undamental Principles
and Rights at W
ork, as well as Indonesian labour regulations
and the provisions of the Modern Slavery Act 2015. The
policy on human rights is displayed at every work site to
communicate the group’
s commitments in this regard to
employees at every level. This policy includes a commitment
to promote diversity and equality in the workplace and states
clearly that discrimination based on age, disability
, ethnicity
,
gender
, marital status, political opinion, race, religion or sexual
orientation will not be tolerated. As at the end of 2021, 40
ethnicities and five religions were represented in the group’
s
workforce.
The group pays careful attention to the gender balance
within its workforce. At the end of 2021, f
emale employees
accounted for 23 per cent of the group’
s workforce, including
23 per cent of the management team.
2021
2020
Employee numbers
Male
Female
Male
F
emale
Directors
5
2
5
2
Management
64
19
58
13
Rest of workforce
6,232
1,893
6,087
1,804
T
otal
6,301
1,914
6,150
1,819
In furtherance of the group’
s policy on human rights and
following an external consultation during 2021, the scope of
the gender committee has been broadened with increased
focus on diversity and inclusion. The committee’
s members
comprise the head of human resources, senior managers and
28
R.E.A. Holdings plc
Annual Report and Accounts 2021
employees with relevant knowledge and expertise to advise
on and help implement the group’
s policies that aim to ensure
equality of opportunity and treatment at all levels in the group.
The group has committed to a code of conduct that was
established in 2011 and embodies the group’
s anti-bribery
and corruption policy as well as whistleblowing procedures.
The whistleblowing procedure implemented for employees
in Indonesia, where the majority of the workforce is based, is
managed and facilitated by a professional independent third
party firm.
During 2021, the human resources department continued
to oversee the implementation of measures to mitigate the
risks of Covid in accordance with Indonesian government
guidelines and regulations. W
orking with the group’
s medical
department, the group maintained appropriate policies and
health protocols, including antibody and antigen testing, for
employees, contractors and visitors to the group’
s sites. The
group also provided and promoted vaccination through either
the Indonesian Government programme, for those who are
eligible, or a private vaccination programme funded by the
group with the aim of securing vaccination for all employees
and families living on the group’
s estates. By the end of 2021,
all employees and many family members had been offered
at least one vaccination. All employees and some family
members had been offered a second dose by the end of
F
ebruary 2022 and third doses are now being administered.
T
o date, Covid infections among the workforce have been at
around 0.5 per cent, the majority with no serious symptoms as
categorised by the Indonesian health department.
Management
Overall responsibility for the group’
s affairs resides with
the group managing director
, who is based in the U
K.
The president director of the group’
s principal operating
subsidiary
, R
EA Kaltim, together with three fellow directors
of R
EA Kaltim, all of whom are based in Indonesia, has local
responsibility for the group’
s operations in Indonesia, covering
the estate operations, corporate affairs, ESG, commercial
administration and finance.
As a foreign investor in Indonesia, the group is conscious that
it is in essence a guest in Indonesia and an understanding of
local customs and sensitivities is important. The group’
s ability
to rely on senior Indonesian staff to handle its local interface is
therefore a significant asset upon which the group continues
to build. This asset is augmented by the support and advice
that the group obtains from local advisers and from the local
non-controlling investors in, and local commissioners of, the
group's Indonesian subsidiaries.
Health and safety
The group continues to work towards ac
hieving the Indonesian
Health and Safety W
ork Management System ("S
M
K3")
accreditation with the intention of securing this in 2022.
Implementation of the international standards of Operational
Health and Safety Management System ("ISO 45001:2018")
was again delayed in 2021 as the required external trainers
were not available due to Covid related international travel
restrictions.
Monthly internal audits, inspections and training are conducted
in accordance with IS
O 45001:2018 standards in order to
better understand, highlight and manage potential health and
safety hazards that may occur
. Routine training covers safe
working practices throughout the operations, fire risks and
management, and first aid.
Roads in and around the group’
s operations can be hazardous,
particularly after heavy rain, so drivers of all vehicles are
required to pass a company test for driving competency
.
Motorcycle safety training is also provided for employees and
their family members as motorcycles are their standard mode
of transport. Additionally
, the group provides training on action
in the event of natural disasters, the impact of which could
potentially be significant given the remote location of the
group’
s operations.
Occupational health and safety ("OHS") training increased in
2021 following a partial relaxation of the local government
Covid prevention protocols. T
otal training hours across all of
the group's operations increased from 2,650 in 2020 to 7,860
in 2021 with the focus on increasing general awareness of
best practice and task based safe behaviours. Government
mandated regulatory safety training also continued throughout
the year for certified safety managers, vehicle and heavy
equipment operators, users of pesticides, and first aid and fire
prevention officers.
Safety performance saw a significant improvement in 2021
with the number of work accidents decreasing from 1,408 in
2020 to 656 in 2021. The number of working days lost due
to work accidents also decreased from 13,822 in 2020 to
1,010 in 2021. There were no fatalities recorded across the
group in 2021. The group treats any fatality within its premises
extremely seriously and responds in the same way irrespective
of whether or not the incident is considered to be work related.
There is also a rigorous accident reporting and investigation
procedure to ensure that the cause of any incident is properly
identified, and senior management and operational teams
implement any necessary remedial actions across the group to
minimise the risk of repeat occurrences.
Healthcare provision is usually extremely limited in the remote
rural areas in Indonesia, such as in the locations of the group’
s
operations. The group has therefore established a network
of 19 clinics to provide healthcare to employees, their family
members and members of the local communities living in
proximity to the group’
s operations. T
here is a team of two
doctors, 16 paramedics, 13 midwives, one dentist and one
pharmacist on site. All employees receive training in basic
life support skills and staff at certain levels receive training in
first aid. Employees are also provided with information on, and
training to prevent, the ten most prevalent infectious diseases,
such as dengue, haemorrhagic f
ever and typhoid fever
, and
female employees receive training in the early detection and
prevention of cervical cancer
.
Strategic report
Sustainability
continued
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
29
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Monthly immunisation programmes are provided for
families, including against measles, mumps and rubella
("M
M
R") as well as polio in collaboration with external
medical professionals as part of an Indonesian government
programme. General and specific work related medical chec
k-
ups are also performed for employees, with a range of annual
or semi-annual tests that include blood cholinesterase and
spirometry or lung saturation tests for potential chemical and
dust exposure, audiometry for noise e
xposure particularly in
the mills and fabrication department, and workload endurance,
fitness and ergometry for certain field workers, conducted
in conjunction with the local Department of Employment.
Employees who exhibit unsuitability for the requirements of
their role are rotated into other
, more suitable, roles. Random
drug testing is conducted throughout the year across the
group to discourage drug usage and addiction amongst
employees and families resident on the group’
s estates.
Throughout 2021 the group adopted a rigorous testing,
tracing and isolation regime at all operational sites and strict
restrictions remained in place for visitors to the group’
s
premises. In line with government guidelines, protocols were
maintained to limit face to face interactions, to promote
the use of face masks and encourage social distancing,
regular hand washing and sanitation of work and communal
facilities. These actions served to minimise the number of
positive Covid cases with the first case only recorded on the
estates in November 2020. F
or 2021, 666 positive Covid
cases were identified and, to date, there have been 27
hospitalisations with all such identified cases making a full
recovery
. Implementation of the protocols is continuing with
regular screening and testing so as to minimise transmission
of infection. As noted under "Employees" above, to date, Covid
infections among the workforce have been at around 0.5 per
cent, the majority with no serious symptoms as categorised by
the Indonesian health department.
The group’
s vaccination programme is continuing, as
discussed under "Employees" above. In recognition of the
group’
s programmes for the prevention and control of Covid in
the workplace, Indonesia’
s Ministry of Manpower
, through the
Director General of Manpower Supervision and Occupational
Health and Safety
, has upgraded the group’
s previous gold
rating to a platinum rating in 2022.
Communities
Good relations and mutual respect between the group and
the communities and smallholders impacted by its operations
are of fundamental importance to the living conditions of
the local communities and to the group’
s ability to operate
sustainably and efficiently
. Regular meetings take place
between members of an experienced in-house team and
representatives of these communities to establish, maintain
and improve relationships, offering the opportunity to discuss
and resolve concerns that may arise relating to the group’
s
operations. Inevitably
, during 2020 and 2021, Covid impacted
the implementation of some initiatives but the constraints
resulting from the pandemic have been well understood by the
communities.
In addition to supporting smallholder farmers growing oil palm,
the group also encourages these communities to become
less dependent on oil palm cultivation by developing other
businesses to diversify their food production and income with
agricultural products, such as corn, vegetables and rice, and
supporting them with the development of fishponds, irrigation
of rice fields, and distribution of seeds.
The group is working with the local government and
communities to develop a network of trained community
groups to promote fire prevention and develop firefighting
capabilities. In 2021, fire prevention and firefighting training
courses were conducted in three local villages and courses
are being extended to a further eight villages in 2022. T
he
community groups are intended to encourage efforts to
reduce the traditional reliance on fire for clearing village land
and work in parallel with other group funded community
development initiatives to promote forest and habitat
conservation.
Under a recent government initiative, the group runs
waste and recycling centres in the housing areas for each
of its estates and mills. The centres collect waste from
employees and their households and the waste is then
collected by two local district bodies as part of the inorganic
waste management programme sponsored by the regional
Environment and F
orestry Service. Households receive
financial compensation based on the volume of waste
deposited and the group benefits from the reduction in waste
disposed of in landfill.
Land claims
Establishing an oil palm plantation in Indonesia can involve
various land claims by communities as a result of overlaps
between plantation land allocations and land customarily used
by the communities. Not all land claims lodged by villagers
are found to be legitimate and the village affairs department
works to resolve any such claims eff
ectively and transparently
.
Land rights claims against the group have decreased in recent
years, from 27 claims in 2017 to a handful of claims in each
year since. Of the five claims lodged in 2020, together relating
to some 246 hectares, two were new claims that proved
legitimate and were quickly resolved. On further investigation
of the remaining three claims during 2021, two were
determined not to be legitimate and the remaining legitimate
claim over 0.5 hectares was resolved. All claims are resolved
with the involvement of local government authorities and the
respective claimants.
Community resources
Over the last 20 years, the group has invested considerable
time and effort to ensure that its operations do not negatively
impact local communities but rather contribute to their
livelihoods. This has evolved into sc
hemes designed to ensure
that local communities share in the benefits generated by
the group’
s operations without being dependent upon them.
Initiatives include maximising employment opportunities for
local people, supporting and improving local businesses,
expanding smallholder sc
hemes and investing in infrastructure
30
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
Sustainability
continued
projects that will catalyse further development. In supporting
projects, the group recognises the importance of local villages
having control over the management and maintenance of their
own resources.
W
ater treatment facilities installed by the group already
provide 17 local villages with access to clean drinking water
.
Additionally
, renewable energy generated by the group and
distributed through the infrastructure of the Indonesian
government's energy company
, P
LN, is made available to 26
villages in the vicinity of the group’
s operations. W
ithin these
villages, 7,801 households have so far opted to install the
prepay meters supplied by PLN.
In 2022, to further expand community driven projects, the
group has started to work with an independent delivery
partner
, the local government and local communities with the
aim of establishing public-private partnerships for all of the
communities in the vicinity of the group’
s operations. As part
of a pilot project, two villages have, for the first time, produced
community maps setting out the development aspirations for
their respective administrative areas.
Smallholders
The group supports oil palm smallholders in the surrounding
communities by way of three smallholder schemes: "P
rogram
P
emberdayaan Masyarakyat Desa" ("PP
M
D"), "Plasma"
and independent smallholders. These sc
hemes, and the
purchase by the group of FFB from smallholder cooperatives,
create mutually beneficial relationships, contribute to local
employment and are supported by training in better
, more
sustainable, agricultural practices.
The group started working with smallholders in 2001 under
the "Smallholder Farmers P
rogram" which became the PPM
D
scheme in 2005. Under this sc
heme, the group supports 14
cooperatives of local people with access to land to cultivate
oil palm by providing them with oil palm seedlings, fertilisers,
herbicides and technical assistance. T
he costs of the inputs
provided are repaid by the members of these cooperatives,
interest free, through deductions made when their FF
B is sold
to the group’
s palm oil mills. By 2021, only two loans from the
group to PP
M
D cooperatives remained outstanding.
Plasma smallholder schemes are established for the benefit of
the communities that surround the group’
s plantations, as part
of the group’
s obligation of responsible development of new
land for oil palm, in accordance with regulations introduced
by the Indonesian government in 2007. Plasma schemes are
not required for the group’
s estates that were established
prior to 2007 but, in the interests of equitable treatment, the
group has committed to develop plasma cooperatives for
villages with land areas adjacent to the group’
s land allocations
developed prior to 2007.
Plasma schemes diff
er from PP
M
D in their financing and
management. Plasma schemes established to date have
been financed by loans to the cooperatives from the group
and local development banks. The cooperatives themselves
are not responsible for
, or involved in, the management of the
plasma plantations, but rather the group manages these areas
in return for a pre-agreed management fee. T
he cooperatives
receive an income derived on an agreed basis by reference to
the value of FF
B harvested in accordance with government
regulations. The development of oil palm plantations under
a plasma scheme can take longer to organise than the
development of PP
M
D or group estates, due to the more
complex nature of the funding, legal aspects and management
of these areas. Before development begins, it is critical that
members of each cooperative fully understand how plasma
schemes work, including the cost of cultivating oil palm, the
terms of the financial agreements with the group or bankers
to the schemes and the predicted income over time to the
members of each cooperative. T
he group currently works with
seven plasma cooperatives, which are now receiving regular
monthly income from sales of FF
B to the group.
T
otal active smallholder areas delivering FF
B to the group
amounted to 11,052 hectares at 31 December 2021,
equivalent to 31 per cent of the planted areas of the group’
s
own estates of 36,016 hectares.
Smallholder plantings (hectares)
2021
2020
Plasma
4,034
4,034
Independent smallholders
6,011
9,523
PPMD
1,007
1,531
T
otal
11,052
15,088
The group has continued to address the traceability of
its FF
B supply chain to ensure traceability to source for
external FFB that is processed in the group’
s mills. Mapping
of smallholdings supplying FF
B to the group’
s mills has
been completed and the group now has a database of all
smallholder land within the group’
s supply base. F
FB suppliers
are registered through their local cooperatives and each
delivery to the group’
s mills is recorded and its origin verified.
This data is also used for analysis in connection with the
group’
s programme of support to local farmers with field and
management training in a drive to improve their productivity
,
fruit quality and sustainable practices. T
raining programmes
for independent smallholders continued throughout 2021,
notwithstanding the limitations of Covid, with 567 independent
smallholders from six cooperatives receiving technical training
in oil palm cultivation.
The group currently purc
hases FF
B from 14 PP
M
D
cooperatives, seven plasma scheme cooperatives and
ten independent smallholder cooperatives. T
ogether they
accounted for 23 per cent of the FF
B processed in the
group’
s mills and provided revenue to the cooperatives
equivalent in total to $33.3 million in 2021.
FF
B purchased (tonnes)*
2021
2020
Plasma
62,159
63,347
Independent smallholders and PP
M
D
148,811
142,156
T
otal
210,970
205,503
Revenue ($ millions)
33.3
23.1
* Excluding purchases from third party corporates
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
31
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
The reduction in 2021 in independent smallholder areas
is mainly the result of the introduction by the group of an
active directory for smallholder suppliers. Any producer not
delivering FF
B to a group mill for a period of 90 days (which
may be because their land is not productive) or delivering
FF
B that does not meet the group’
s quality standards may be
suspended from the directory
. The group continues to actively
manage its relationship with smallholders to ensure that the
group offers a competitive market for their FFB that also fulfils
the group’
s traceability and quality requirements and ensures
that the group sources sufficient quantities to optimise
throughput in the mills.
The group is also working with an international funding
body to establish a financing mechanism that would enable
smallholder farmers to access funds for intensifying their oil
palm yields and developing alternative revenue streams. The
objective is to reduce pressure on the remaining forest areas
outside the group’
s concession areas as well as to improve
the traceability of the FF
B supply chain. A pilot project was
established in 2021 to demonstrate the effectiveness of this
approach and 150 local smallholders in two local villages
have currently received training in best management practices
for oil palm to help improve yields and FF
B quality
. T
raining
is being rolled out to other local villages in 2022 with the
replanting of three smallholder demonstration plots due to
commence in the second quarter
.
Conservation
Plantation development in the tropics has the potential to
alter local biodiversity and natural ecosystem functions. The
group therefore believes that operational requirements for
oil palm cultivation, that include land clearing, maintenance,
harvesting, processing and delivery
, should be guided by
conservation principles designed to avoid or mitigate negative
impacts and augment positive steps to restore or enhance
original landscape level biological diversity
. Currently a total
of approximately 20,000 hectares have been set aside as
conservation reserves within the group’
s titled land bank,
accounting for over 25 per cent of the group's land areas.
The group takes seriously its responsibility to conserve and,
where possible, restore or rewild the natural landscape in
and around the group’
s operations. The group’
s conservation
department ("R
EA Kon") was established in 2008 and aspires
to exceed, rather than just meet, all the requirements of the
sustainability bodies by which the group is certified. R
EA Kon
is organised into three functional areas: plantation ecology
(evaluating the long term ecological relationships between
planted blocks and conservation reserves); biodiversity
management (understanding trends within and conservation
management of natural species of the landscape); and
communities and forests (collaboration with local communities
in the conservation management of the group’
s designated
conservation reserves, including HCV areas).
T
o address and mitigate the impacts of climate change, REA
Kon is e
xpanding the restoration or rewilding of degraded
sites, including tree planting, across all of the group’
s
properties. The REA Kon nursery maintains a stock of some
4,600 seedlings for rewilding projects and, in 2021, more than
2,700 individual native fruit and timber trees were planted
out in the conservation reserves, estate village emplacements
and as gifts to local communities. Enrichment of degraded
areas and increased carbon capture as forested conservation
areas mature will lead to increasing carbon sequestration.
Observational data gathered during 2021 demonstrates
that the group’
s endeavours as respects conservation, which
encompasses a mixed use landscape, have assisted in the
survival and enhancement of a significant portion of the
original biodiversity of the area.
R
EA Kon maintains a permanent database ("T
riage") of
species richness, distribution and abundance with special
emphasis on the status of any species of fauna or flora listed
as Critically Endangered or Endangered by the International
Union for Conservation of Nature. Any species not recorded
in previous years is identified and its location entered into
the database. In 2021, a total of 43 mammal, 141 bird, 35
reptile, and 30 amphibian species, as well as 33 species of
Lepidoptera (butterflies) were identified.
Critically Endangered [CR] and Endangered [E
N] species
recorded by trail camera or incidental observation in 2021
include:
Orangutans (
P
ongo pygmaeus morio
) [CR] were found to
have an estimated minimum population of 20 individuals
comprising five adult males, seven adult females, four
subadults and four infants in six different conservation
reserves around the group’
s estates
Sunda pangolin (
Manis javanica
) [CR] identified across
five separate site
Bornean Gibbons (
Hyllobates muelleri
) [E
N] observed in
six separate sites
Proboscis monkeys (
Nasalis larvatus
) [E
N] consistently
observed throughout the year at one wetland site at five
locations
Flat Headed Cat (
Prionailurus planiceps
) [E
N], a carnivore
observed, after an absence of several years, adjacent to
the R
EA Kon field station
Borneo Bay Cat [CR], Marbled Cat [E
N] and Sunda
Clouded Leopard [EN], all rarely observed carnivores.
A total of 17 previously unrecorded bird species were noted
in 2021, including the Endangered W
hite Crowned Hornbill
and V
ulnerable Great Argus (Pheasant). Monthly point counts
for birds across specific sites in the group’
s conservation
reserves demonstrate a steady increase in species richness
and suggest that a higher number of species can be expected
with additional inventories. Recording and monitoring of
butterfly species also provides information on the ecological
health of the landscape. Eight species were newly added for
L
epidoptera
in 2021.
Phenology monitoring as prescribed by the F
orestry Ministry
in permanent measurement plot transects revealed at least
four Endangered tree species in 2021, including the Critically
Endangered timber species, "Kayu Resak" (
V
enula venulosa
).
R
EA Kon collects fruits or seedlings of all suc
h Endangered
tree species for regeneration in its nursery and replanting in
32
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
Sustainability
continued
its restoration and rewilding sites. R
EA Kon has also cultivated
and replanted large numbers of economically valuable
Ironwood (
E
usideroxylon zwageri
) and several other valuable
timber species such as "Red Balang" (
Shorea balangeran
).
W
orking with the Provincial Government’
s Natural Resource
Protection Agency (BKSDA), the R
EA Kon community
team conducts joint socialisation projects for the group’
s
employees and local villagers. Although the activities of the
outreach teams were again limited by Covid during 2021,
communication was maintained through the distribution of
conservation leaflets and posters. The community team has
been requested by one of the largest local villages to provide
a long-term collaboration in conservation education and
management.
Managing encroachment into conservation reserves poses
a significant risk to the viability of endangered species and
their forest habitats. R
EA Kon monitors the boundaries
of its conservation reserves which are clearly marked
with signboards to identify their status as protected sites.
Joint patrols of forest conservation areas are conducted
with the F
orestry Service, Land Compensation and Claim
Department to monitor and swiftly respond to illegal intrusion
into conservation areas. The group also has access to the
Satelligence system which generates bi-weekly updates to an
online platform for monitoring the status of forest cover and
land clearing activities within and around the group’
s estates.
This facilitates rapid investigation of illegal activities within
the estates and smallholder areas that may be damaging to
the environment. Any encroachment is investigated and, as
necessary
, processed by local government authorities.
R
EA Kon maintains an automated weather station for
monitoring temperature, humidity and rainfall for potential
impacts on local biodiversity
. It also checks water quality levels
(pH, temperature, conductivity and totally dissolved solids)
which are recorded in four watersheds in the group’
s forested
conservation reserves to ensure that water resources remain
free of contamination.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
33
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Strategic report
Finance
Accounting policies
The group continues to report in accordance with UK adopted
International Financial Reporting Standards and the company
continues to report under Financial Reporting Standard
101 Reduced Disclosure Framework ("FRS101"). Both the
group and the company continue to present their financial
statements in dollars.
There have been no c
hanges to the group’
s accounting
policies as a consequence of new standards and amendments
that are mandatorily effective for accounting periods
beginning on or after 1 January 2021 as they do not impact
the disclosures or amounts reported by the group.
FRC review of 2020 annual report
The Financial Reporting Council ("FRC") reviewed the
company’
s annual report and accounts to 31 December 2020
in accordance with Part 2 of the FRC Corporate Reporting
Review Operating Procedures and queried inconsistencies
in the reported amounts for items recognised in total
comprehensive income. In response, the company performed
a detailed review of its 2020 financial statements and as
a result, the company has restated certain amounts in the
comparative results in this 2021 annual report so as to aid the
understanding of users of these financial statements. None
of the restatements has affected the 2020 loss before tax or
total equity
.
Group r
esults
Group revenue, operating profit and profit before tax for 2021
(with comparative figures for 2020), were as follows:
2021
2020
$’m
$’m
Revenue
191.9
139.1
Operating profit
48.1
8.8
Profit / (loss) before tax
29.2
(23.2)
Revenues increased by 38 per cent in 2021 compared with
2020 with higher average selling prices offsetting slightly
lower (2 per cent) CPO sales volumes. As noted under "Crops
and extraction rates" in "Agricultural operations" above,
harvesting and evacuation of crop were negatively affected by
unusually high rainfall and number of rain days and some crop
was lost due to harvesting delays caused by the mid-year fire
in one of the two POM b
oilers. Average prices realised by the
group for CPO and C
PKO including premia for certified oil,
but net of export levy and duty
, adjusted to FOB Samarinda
were, respectively
, $777 (2020: $566) per tonne and $1,157
(2020: $615) per tonne.
Cost of sales reported for 2021 was made up as follows (with
comparative figures for 2020):
2021
2020
$’m
$’m
Estate operating costs
69.6
59.4
Purc
hase of external FFB
33.3
23.1
Depreciation and amortisation
27.7
28.0
Stock movements (at historic cost)
1.8
(0.3)
132.4
110.2
Estate operating costs were some 17 per cent higher in
2021 than in 2020. Contributory factors were the increased
application of fertiliser compared to 2020, in part reflecting
late application of fertiliser originally sc
heduled to be applied
in 2020, and extra costs arising from the unsually high rainfall
and resultant evacuation challenges as ref
erred to above.
The purc
hase cost of external FFB reflected the effect of
higher CPO prices with volume only slightly higher than in
2020 (210,978 tonnes in 2021 compared with 205,544
tonnes in 2020).
Administrative costs reported for 2021 were made up as
follows (with comparative figures for 2020):
2021
2020
$’m
$’m
(Profit) / loss on disposal of property
,
plant and equipment
(0.1)
0.5
Indonesian operations
11.3
13.9
Head office
2.6
3.7
13.8
18.1
Amount capitalised
(0.3)
(1.6)
13.5
16.5
The total of $13.8 million, before deduction of amounts
capitalised as costs of immature planting, represented a
reduction of some $4.3 million on the administrative costs of
the preceding year
. Of this reduction, $2.7 million represented
a credit in the Indonesian operations in respect of future
retirement benefit obligations following a change in labour
legislation in Indonesia. Head office costs benefited from
a one-off credit of $1.0 million on write back of certain
provisions made in prior years. As the cost for such provisions
was then incurred in Indonesia, there was no saving to the
group as a whole. As a result of the reduction in the proportion
of total planted areas represented by immature plantings,
the capitalisation percentage was reduced as compared with
2020.
34
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
Finance
continued
Earnings before interest, taxation, depreciation and
amortisation ("E
B
ITDA") amounted to $75.8 million, a $39.0
million improvement on the 2020 comparative of $36.8
million. As anticipated at the time of publication of the 2021
interim report, and as in previous years, the E
B
ITDA of the
second half at $48.1 million was significantly better than that
of the first half of $27.7 million. This reflected the normal
weighting of the group’
s crops to the second half and better
selling prices in the second half of 2021.
Finance costs for 2021 totalled $20.4 million compared
with $23.1 million in 2020. Comparison of these amounts
is distorted by exc
hange movements (arising in relation to
sterling and rupiah borrowings) which resulted in a gain
of $1.2 million compared to a loss of $0.3 million in 2020.
The finance costs for 2021 include a c
harge of $1.4 million
relating to abortive advisory costs incurred in respect of the
reorganisation of the group’
s Indonesian bank b
orrowings
while, for 2020, finance costs included $2.2 million arising on
the extension of the repayment date of the £30.9 million 8.75
per cent sterling notes (the "sterling notes") from 2020 to
2025.
Profit before taxation for 2021 was $29.2 million, compared to
a loss of $23.3 million reported in 2020. The result for 2020
was struck after writing off impairment and other c
harges of
$9.5 million but even adjusting for that the outturn for 2021
represents a welcome improvement.
The tax c
harge for 2021 of $19.9 million was inflated
by various factors. Of these, the most material related to
adjustments to deferred tax. As reported in the 2020 annual
report, corporation tax rates in Indonesia were scheduled
to reduce from a previous level of 25 per cent, through 22
per cent in 2021 and to 20 per cent from 2022 onwards.
Deferred tax assets and liabilities were calculated on this basis
at 31 December 2020 resulting in a significant deferred tax
credit in 2020. The Indonesian government has now decided
that the previously announced reduction to 20 per cent will
not go ahead and, therefore, the deferred tax liabilities have
again been recomputed. This, combined with an e
xchange
loss relating to deferred tax and a reduction in def
erred tax
assets following utilisation of tax losses, resulted in a deferred
tax charge for 2021 of $10.9 million. Although the utilisation
of tax losses does not benefit the tax charge, the use of suc
h
losses does mean that less taxation is payable as cash.
The 2021 tax c
harge was also inflated by prior year charges
totalling $3.0 million following agreement with the Indonesian
tax authorities of most prior year tax liabilities.
Dividends
The semi-annual dividends on the company’
s pref
erence
shares that fell due on 30 June and 31 December 2021 were
duly paid together
, in the latter case, with 1p per share of the
cumulative arrears of preference dividends.
The directors e
xpect the semi-annual dividends on the
company’
s preference shares arising during 2022 and 2023
to be paid as they fall due. In addition, the directors intend that
the company should pay not less that 10p of the remaining
cumulative arrears of preference dividend (whic
h amount to
17p per share) on or before 31 December 2022 and the
balance of those arrears during 2023. The e
xtent to which
an element of the intended payment of arrears during 2022
is made prior to 31 December 2022 will be decided by the
directors after determination of the company’
s final liability
for purchase on 30 June 2022 of the company’
s 7.5 per cent
dollar notes 2026 (as referred to under "Capital structure"
below).
W
hile the dividends on the preference shares are more than
six months in arrear
, the company is not permitted to pay
dividends on its ordinary shares. Accordingly
, no dividend
in respect of the ordinary shares has to date been paid in
respect of 2021 or is proposed.
Capital structure
The group is financed by a combination of debt and
shareholder funds. T
otal shareholder funds less non-
controlling interests at 31 December 2021 amounted to
$225.6 million as compared with $226.8 million at 31
December 2020. Non-controlling interests at 31 December
2021 amounted to $20.8 million (2020: $19.0 million).
During 2021 the group successfully reorganised its
Indonesian bank borrowings from PT Bank Mandiri (Persero)
Tbk ("Mandiri") . As a result, the Indonesian rupiah loans and
facilities previously provided by Mandiri to R
EA Kaltim, S
YB
and KM
S have been replaced with new Indonesian rupiah
loans and facilities of longer tenor carrying interest at lower
rates (as further detailed below). In addition, in December
2021, Mandiri provided CD
M with a short term Indonesian
rupiah working capital facility
. The new loans and facilities
provided to R
EA Kaltim, S
YB and K
MS are secured similarly to
the loans and facilities that these replaced.
In September 2021 repayments totalling $0.9 million were
made to the non-controlling interests and the loans from
related party of $4.1 million were also repaid.
F
ollowing these developments, group indebtedness at 31
December 2021 amounted to $222.6 million against which
the group held cash and cash equivalents of $46.9 million.
The composition of the resultant net indebtedness of $175.7
million was as follows:
$’m
Dollar notes ($27.0 million nominal)*
27.0
Sterling notes (£30.9 million nominal)**
42.5
Loans from non-controlling shareholder
16.2
Indonesian term bank loans*
131.6
Drawings under working capital facility
5.3
222.6
Cash and cash equivalents
(46.9)
Net indebtedness
175.7
*
Net of issue costs
**
Net of issue costs plus $1.2 million present value of premium on
redemption
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
35
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
The group has no material contingent indebtedness save
that, in connection with the development of oil palm plantings
owned by village cooperatives and managed by the group, the
group has, as noted under "Communities and smallholders" in
"Sustainability" above, guaranteed the Indonesian rupiah bank
borrowings of the cooperatives concerned. The outstanding
balance of these borrowings at 31 December 2021 was
equivalent to $4.8 million.
The dollar notes are unsecured obligations of the company
which were, at 31 December 2021, repayable in a single
instalment on 30 June 2022. Proposals to e
xtend the
redemption to 30 June 2026 were approved by noteholders
on 2 March 2002 and became eff
ective upon execution on
3 March 2022 of a deed supplemental to the trust deed
constituting the notes. In consideration of noteholders
sanctioning the extension of the redemption date, the
company paid each noteholder a consent f
ee equal to 0.25
per cent of the nominal amount of dollar notes held by
such holder
. Pursuant to the proposals, the company has
undertaken to procure that its wholly owned subsidiary
,
R.E.A. Services Limited ("R
EAS"), purc
hases at par
, on 30
June 2022, the dollar notes held by any noteholder who has
indicated by no later than 31 May 2022 that they do not wish
to retain their notes beyond 30 June 2022 and for which the
company’
s brokers have been unable to arrange buyers on
terms acceptable to such noteholder
. R
EAS intends to sell,
over time, any dollar notes acquired by it.
The sterling notes are issued by REA Finance B.V
., a wholly
owned subsidiary of the company
, are guaranteed by the
company and R
EAS, and are secured almost wholly on an
unsecured loan made by R
EAS to an Indonesian plantation
operating subsidiary of the company
. The sterling notes are
now repayable in a single instalment on 31 August 2025 at a
premium of £4 per £100 of notes.
Indonesian bank borrowings at 31 December 2021 comprised
rupiah denominated loans provided by Mandiri to R
EA
Kaltim, S
YB and K
MS and the rupiah denominated working
capital facility provided by Mandiri to CD
M. In addition, at 31
December 2021, there were undrawn rupiah denominated
working capital facilities provided by Mandiri to R
EA
Kaltim and S
YB equivalent to $2.1 million and $1.1 million
respectively
, and Mandiri had agreed to advance a further
Indonesian rupiah denominated term loan to S
YB (recently
drawn) equivalent to $6.3 million on completion of the SO
M
extension.
The REA Kaltim loan is secured on certain assets of R
EA
Kaltim and is guaranteed by the company
. The outstanding
balance of the loan at 31 December 2021 was the equivalent
of $80.2 million. The loan is repayable as follows: 2022: $7.8
million, 2023: $10.3 million, 2024–2026: $35.4 million and
thereafter $26.7 million. The working capital facility of $2.1
million is subject to annual renewal.
The S
YB loan drawn at 31 December 2021 and the further
loan, recently drawn, are secured on certain assets of S
YB
and are supported by a guarantee from the company
. The
outstanding balance of the loan at 31 December 2021 was
the equivalent of $32.6 million. That balance is repayable as
follows: 2022: $2.4 million, 2023: $2.6 million, 2024–2026:
$10.6 million and thereafter $17.0 million. The further loan of
$6.3 million is repayable as follows: 2022: $0.4 million, 2023:
$2.0 million, 2024–2026: $0.5 million and thereafter $3.4
million. The working capital facility of $1.1 million is subject to
annual renewal.
The KMS loan is secured on certain assets of K
MS and is
guaranteed by the company
. The outstanding balance of
the loan at 31 December 2021 was the equivalent of $25.6
million. The loan is repayable as follows: 2022: $2.8 million,
2023: $2.8 million, 2024–2026: $9.1 million and thereafter
$10.9 million.
CD
M’
s working capital facility was the equivalent of $5.3
million and was repaid in January 2022.
The company has shareholder authority to buy bac
k
limited numbers of ordinary shares into treasury with the
intention that, once a holding of a reasonable size has
been accumulated, the holding be placed with one or more
investors. No acquisitions pursuant to this authority were made
in 2021, but 132,500 ordinary shares have been previously
acquired and remain held in treasury
.
Group cash flow
Group cash inflows and outflows are analysed in the
consolidated cash flow statement. Cash and cash equivalents
increased during 2021 from $11.8 million to $46.9 million.
As noted under "Group results" above, the operating profit for
2021 amounted to $48.1 million compared to $8.8 million in
the prior year
. After adjusting for depreciation, amortisation
and other non-cash items ($23.7 million) and a decrease in
working capital ($7.8 million), cash generated by operations
was $64.0 million (2020: $53.6 million).
There were $7.6 million of net taxes paid during the year
(2020: $0.9 million). Interest paid amounted to $19.6 million
(2020: $19.2 million).
Investing activities for 2021 involved a net outflow of
$10.7 million (2020: $20.3 million). This represented new
investment of $17.2 million (2020: $14.7 million) offset
by interest received and proceeds on disposal of property
,
plant and equipment of $4.0 million (2020: $1.6 million)
and a net recovery of $2.4 million in respect of the stone
and coal interests (2020: expenditure of $7.2 million). T
he
new investment comprised expenditure of $13.5 million
(2020: $10.8 million) on further development of the group’
s
agricultural operations and $3.8 million (2020: $3.9 million) on
land rights and titling.
The net recovery in respect of stone and coal interests
was funded by recovery of $5.8 million costs following the
dismissal, in an arbitration in Singapore, of claims that had
been made against I
P
A and the group and the award of costs
on an indemnity basis to I
P
A.
36
R.E.A. Holdings plc
Annual Report and Accounts 2021
The net cash inflow from financing activities amounted to $9.7
million (2020: outflow $10.6 million) made up as follows:
2021
2020*
$’m
$’m
Pref
erence dividends paid
(9.8)
Repayment to / new borrowings from
related party
(4.1)
4.0
Repayments to non-controlling
shareholder
(0.9)
(6.3)
Equity investment from non-
controlling shareholders
8.7
Net movement bank borrowings
27.0
(13.5)
Net change in other borrowings
(2.5)
(3.5)
9.7
(10.6)
* Restated – see note 37
Liquidity and financing adequacy
Significantly higher CPO prices, production maintained at
acceptable levels and finances restored to a firmer footing
meant that 2021 was a transformative year for the group. W
ith
increased operating cashflows of $71.8 million before working
capital movements (against $37.7 million in 2020), there
was a closing cash balance of $46.9 million at 31 December
2021.
Although, as noted under "Crops and extraction rates" in
"Agricultural operations" above, group F
FB production for
the three months to 31 March 2022 was 151,523 tonnes
compared to 192,222 in the equivalent period in 2021, this
mainly reflected the heavy rainfall during the period and
consequent evacuation problems. Recent investment in
augmenting the group’
s transport fleet is expected to improve
evacuation and the directors do not expect that 2022 FFB
crops will fall short of those of 2021. Moreover
, average CPO
and CP
KO prices for 2022 to date have been comfortably
above those achieved in 2021 and there is a reasonable
expectation that vegetable oil prices will remain firm.
Coal operations have recommenced at the I
P
A concession at
Kota Bangun and are currently generating strong cash flows.
It is expected that quarrying of the andesite stone concession
held by A
TP will commence later this year. As result, the group
has started to receive repayments of its loans to the stone
and coal concession companies and such repayments can be
expected to continue and perhaps even accelerate.
The group does face significant potential inflation in costs,
particularly in relation to fertiliser
, but nevertheless expects
to benefit from strong cash generation in its operations
during 2022. Against this, there will be substantial demands
on cash to fund capital expenditure, debt repayments, and
dividends and arrears of dividend on the company’
s preference
shares. Capital expenditure will be at a higher level in 2022
than in 2021 and will be concentrated on extension planting
and replanting, augmenting the group’
s transport fleet and
housing stock and applying stone to the group’
s e
xtensive
road network to improve the durability of roads in periods of
heavy rain. Repayments of bank borrowings during 2022 are
scheduled to amount in total (including repayment of the CDM
working capital facility of $5.3 million) to $17.0 million but will
be offset by drawing of the additional S
YB loan of $6.3 million,
referred to under "Capital structure" above. As noted under
"Dividends" above, the company intends to pay the preference
dividends arising in 2022 of 9p per share together with not
less than 10p per share of arrears of dividends. At the current
exc
hange rate of £1 = $1.30, this payment of arrears will
involve an outlay of $9.4 million.
The company has undertaken to procure that REAS purchases
at par
, on 30 June 2022, the dollar notes held by any
noteholder who has indicated by no later than 31 May 2022
that they do not wish to retain their notes beyond 30 June
2022 and for which the company’
s brokers have been unable
to arrange buyers on terms acceptable to such noteholder
.
W
hile R
EAS intends to sell, over time, any dollar notes so
acquired by it, pending such resale, the group will have to fund
the cash expended by REAS in purchasing dollar notes. T
here
are currently $27.0 million nominal of dollar notes in issue. The
group has received an undertaking from one existing holder of
$3.0 million nominal of the notes that it will retain that holding
and will be willing to purchase a further $6.0 million nominal of
notes. Holders of a further $12.0 million nominal of notes have
indicated that they expect to retain their notes. Accordingly
,
the group does not expect that the funding required to bridge
the purchase of notes by REAS will exceed $6.0 million.
The group has for some years relied on funding provided by
the group’
s customers in exc
hange for forward commitments
of CPO and C
PKO. Agreement has been reached to continue
such funding in relation to contracts running to 2025.
W
hilst the group still has substantial debt obligations, with
the positive outlook for its operation and greater clarity in its
financing arrangements, the group can look forward to further
strengthening of its financial position during 2022 with some
reduction over the year in its net indebtedness
The group’
s oil palms fruit continuously throughout the
year
, but crops are generally weighted to the second half of
each year
. This results in some seasonality in the funding
requirements of the agricultural operations with cash
generation greater in the second half of the year than the
first. It is not expected that development of the stone and
coal interests will cause any material swings in the group’
s
utilisation of cash for the funding of its routine activities.
Financing policies
The directors believe that, in order to maximise returns to
holders of the company’
s ordinary shares, a proportion of the
group’
s funding needs should be met with prior ranking capital,
namely borrowings and preference share capital. The latter
has the particular advantage that it represents relatively low
risk permanent capital and, to the extent that suc
h capital is
available, the directors believe that it is to be preferred to debt.
W
hilst the directors retain the above stated policy regarding
borrowings, they recognise that the current level of the group’
s
Strategic report
Finance
continued
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
37
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
borrowings is too high and will aim to reduce debt to the
extent that cash generation permits. Net debt is 71.3 per cent
of total shareholder funds at 31 December 2021 compared
with a level of 77.0 per cent at 31 December 2020. The total
net debt at 31 December 2021 amounted to $175.7 million
compared with the position at 31 December 2020 of $189.4
million.
The sterling notes and the dollar notes carry interest at fixed
rates of, respectively
, 8.75 and 7.5 per cent per annum (the
sterling notes are now also entitled to a 4 per cent premium
on final redemption). F
ollowing recent rate reductions, interest
is payable on rupiah bank borrowings by R
EA Kaltim, S
YB and
KM
S at fixed rates of 8.25 per cent. A one per cent increase
in the floating rates of interest payable on the group’
s floating
rate borrowings at 31 December 2021 would have resulted in
an additional annual cost to the group of approximately $0.4
million (2020: $0.1 million).
The group regards the dollar as the functional currency of
most of its operations. The directors believe that the group
will be best served going forward by simply maintaining a
balance between its borrowings in different currencies and
avoiding currency hedging transactions. Accordingly
, the group
regards some exposure to currency risk on its non- dollar
borrowing as an inherent and unavoidable risk of its business.
The group has never covered, and does not intend in future to
cover
, the currency exposure in respect of the component of
the investment in its operations that is financed with sterling
denominated shareholder capital.
The group’
s policy is to maintain a cash balance in sterling
sufficient to meet its projected sterling expenditure for a
period of between six and twelve months and a cash balance
in rupiah sufficient to cover its forthcoming rupiah debt service
obligations and short term rupiah denominated operating
expenditure.
38
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
P
rincipal risks and uncertainties
The group’
s business involves risks and uncertainties.
Identification, assessment, management and mitigation of the
risks associated with environmental, social and governance
matters forms part of the group’
s system of internal control
for which the board has ultimate responsibility
. The board
discharges that responsibility as described in "Corporate
governance" below
.
Those principal risks and uncertainties that the directors
currently consider to be material or prospectively material
are described below
. There are or may be other risks and
uncertainties faced by the group (such as future natural
disasters or acts of God) that the directors currently deem
immaterial, or of which they are unaware, that may have a
material adverse impact on the group.
In addition to the risks that have long been normal aspects of
its business, Covid remains a risk to the group, assessment of
which is measured against the impacts e
xperienced to date
and the likelihood of further impacts in the future. Overall, as
noted elsewhere in this Strategic report, Covid has had limited
direct effect on the group’
s day to day operations, save for
periodic shortfalls in the availability of harvesters, contractors
and spare parts due to travel restrictions. P
olicies and health
protocols in accordance with regulations and guidelines,
including antibody and antigen testing, as well as a vaccination
programme funded by the group for those not eligible for
vaccination under the Indonesian government vaccination
programme, have helped to limit the impacts of Covid. W
ith
the rollout of vaccines, the risks associated with Covid to the
group’
s employees, production, deliveries and markets appear
to be diminishing.
W
hilst the war in Ukraine has to date been perceived to
have benefited CPO prices, resultant impacts on the pricing
of necessary inputs to the group’
s operations, such as fuel
and fertiliser
, may result in material inflation in group costs.
Moreover
, lack of availability of suc
h inputs would negatively
affect the group’
s production volumes.
Climate change represents an emerging risk both for the
potential impacts of the group’
s operations on the climate
and the effects of climate c
hange on the group’
s operations.
The group has been monitoring and working to minimise
its G
HG emissions for over ten years, with levels of G
H
G
emissions an established key performance indicator for the
group and for accreditation by the independent certification
bodies to which the group subscribes. In addition to reporting
on energy consumption and efficiency in accordance with the
U
K Government’
s S
ECR framework, the group also includes
disclosures in accordance with the T
CF
D recommendations in
this annual report.
Material risks, related policies and the group’
s successes and
failures with respect to environmental, social and governance
matters and the measures taken in response to any failures
are described in more detail under "Sustainability" above.
W
here risks are reasonably capable of mitigation, the group
seeks to mitigate them. Beyond that, the directors endeavour
to manage the group’
s finances on a basis that leaves the
group with some capacity to withstand adverse impacts
from both identified and unidentified areas of risk, but such
management cannot provide insurance against every possible
eventuality
.
The eff
ect of an adverse incident relating to the stone and
coal interests, as referred to below
, could impact the ability of
the stone and coal companies to repay their loans. As noted
elsewhere in the Strategic report, it is the group’
s intention to
withdraw from its coal interests as soon as practicable.
Risks assessed by the directors as currently being of particular
significance, including climate change, are those detailed
below under:
"Agricultural operations – Produce prices"
"General – Cost inflation"
"Agricultural operations – Climatic factors"
"Agricultural operations – Other operational factors".
The directors’ assessment, as respects produce prices and
cost inflation, reflects the key importance of those risks in
relation to the matters considered in the "V
iability statement"
in the "Directors’ report" below and, as respects climatic and
other operational factors, the negative impact that could result
from adverse incidence of such risks.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
39
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Risk
Potential impact
Mitigating or other
relevant considerations
Agricultural operations
Climatic factors
Material variations from the norm in climatic
conditions
A loss of crop or reduction in the quality of
harvest resulting in loss of potential revenue
Over a long period, crop levels should be
reasonably predictable
Unusually low levels of rainfall that lead
to a water availability below the minimum
required for the normal development of the
oil palm
A reduction in subsequent crop levels
resulting in loss of potential revenue; the
reduction is likely to be broadly proportional
to the cumulative size of the water deficit
Operations are located in an area of high
rainfall. Notwithstanding some seasonal
variations, annual rainfall is usually adequate
for normal development
Overcast conditions
Delayed crop formation resulting in loss of
potential revenue
Normal sunshine hours in the location of the
operations are well suited to the cultivation of
oil palm
Low levels of rainfall disrupting river
transport or
, in an extreme situation, bringing
it to a standstill
Inability to obtain delivery of estate supplies
or to evacuate CPO and C
PKO (possibly
leading to suspension of harvesting)
The group has established a permanent
downstream loading facility
, where the river
is tidal. In addition, road access between the
ports of Samarinda and Balikpapan and the
estates offers a viable alternative route for
transport with any associated additional cost
more than outweighed by avoidance of the
potential negative impact of disruption to the
business cycle by any delay in evacuating
CPO and C
PKO
Cultivation risks
Failure to ac
hieve optimal upkeep standards
A reduction in harvested crop resulting in
loss of potential revenue
The group has adopted standard operating
practices designed to achieve required
upkeep standards
P
est and disease damage to oil palms and
growing crops
A loss of crop or reduction in the quality of
harvest resulting in loss of potential revenue
The group adopts best agricultural practice to
limit pests and diseases
Other operational factors
Shortages of necessary inputs to the
operations, such as fuel and f
ertiliser
Disruption of operations or increased input
costs leading to reduced profit margins
The group maintains stoc
ks of necessary
inputs to provide resilience and has
established biogas plants to improve its self-
reliance in relation to fuel with construction
of a further biogas plant now planned to
increase self-reliance and reduce costs as
well as G
HG emissions
High levels of rainfall or other factors
restricting or preventing harvesting,
collection or processing of FF
B crops
FF
B crops becoming rotten or over ripe
leading either to a loss of CPO production
(and hence revenue) or to the production
of CPO that has an ab
ove average free
fatty acid content and is saleable only at a
discount to normal market prices
The group endeavours to employ a
sufficient complement of harvesters within
its workforce to harvest expected crops,
to provide its transport fleet with sufficient
capacity to collect expected crops under
likely weather conditions and to maintain
resilience in its palm oil mills with each of
the mills operating separately and some
ability within each mill to switc
h from steam
based to biogas or diesel based electricity
generation
Disruptions to river transport between the
main area of operations and the P
ort of
Samarinda or delays in collection of CPO
and CP
KO from the transhipment terminal
The requirement for CPO and CP
KO storage
exceeding available capacity and forcing a
temporary cessation in FF
B harvesting or
processing with a resultant loss of crop and
consequential loss of potential revenue
The group’
s bulk storage facilities have
sufficient capacity for expected production
volumes and further storage facilities are
afforded by the fleet of barges; together
,
these have hitherto always proved adequate
to meet the group’
s requirements for C
PO
and CP
KO storage and can be e
xpanded
to accommodate anticipated increases in
production
Occurrence of an uninsured or inadequately
insured adverse event; certain risks (such
as crop loss through fire or other perils),
for which insurance cover is either not
available or is considered disproportionately
expensive, are not insured
Material loss of potential revenues or claims
against the group
The group maintains insurance at levels that it
considers reasonable against those risks that
can be economically insured and mitigates
uninsured risks to the extent reasonably
feasible by management practices
40
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
P
rincipal risks and uncertainties
continued
Risk
Potential impact
Mitigating or other
relevant considerations
Produce prices
V
olatility of C
PO and CP
KO prices whic
h
as primary commodities may be affected by
levels of world economic activity and factors
affecting the world economy
, including levels
of inflation and interest rates
Reduced revenue from the sale of CPO and
CP
KO and a consequent reduction in cash
flow
Swings in CPO and C
PKO prices should be
moderated by the fact that the annual oilseed
crops account for the major proportion of
world vegetable oil production and producers
of such crops can reduce or increase their
production within a relatively short time frame
Restriction on sale of the group’
s C
PO and
CP
KO at world market prices including
restrictions on Indonesian exports of palm
products and imposition of high export
charges
Reduced revenue from the sale of CPO and
CP
KO and a consequent reduction in cash
flow
The Indonesian government applies sliding
scales of charges on e
xports of CPO and
CP
KO, whic
h are varied from time to time
in response to prevailing prices, and has, on
occasions, placed restrictions on the export
of CPO and C
PKO; in recent years, export
charges and restrictions have always allowed
producers economic margins. The e
xport levy
charge funds biodiesel subsidies and thus
supports the local price of CPO
Distortion of world markets for CPO and
CP
KO by the imposition of import controls or
taxes in consuming countries
Depression of selling prices for CPO and
CP
KO if arbitrage between markets for
competing vegetable oils proves insufficient
to compensate for the market distortion
created
The imposition of controls or taxes on CPO
or CP
KO in one area can be e
xpected to
result in greater consumption of alternative
vegetable oils within that area and the
substitution outside that area of CPO and
CP
KO for other vegetable oils
Expansion
Failure to secure in full, or delays in securing,
the land or funding required for the group’
s
planned extension planting programme
Inability to complete, or delays in completing,
the planned extension planting programme
with a consequential reduction in the group’
s
prospective growth
The group holds significant fully titled or
allocated land areas suitable for planting.
It works continuously to maintain permits
for the planting of these areas and aims to
manage its finances to ensure, in so far as
practicable, that it will be able to fund any
planned extension planting programme
A shortfall in achieving the group’
s planned
extension planting programme negatively
impacting the continued growth of the group
A possible adverse effect on market
perceptions as to the value of the group’
s
securities
The group maintains fle
xibility in its planting
programme to be able to respond to changes
in circumstances
Climate change
Changes to levels and regularity of rainfall
and sunlight hours
Reduced production
A negative effect on production would
similarly affect many other oil palm growers
in South East Asia leading to a reduction in
CPO and C
PKO supply
, which would be likely
to result in higher prices for CPO and C
PKO
in turn providing at least some offset against
reduced production
Increase in water levels in the rivers running
though the estates
Increasing requirement for bunding or loss
of plantings in low lying areas susceptible to
flooding
Less than ten per cent of the group’
s existing
plantings are in low lying or flood prone areas.
These areas are being bunded, subject to
environmental considerations
Environmental, social and governance practices
Failure by the agricultural operations to meet
the standards expected of them as a large
employer of significant economic importance
to local communities
Reputational and financial damage
The group has established standard
practices designed to ensure that it meets
its obligations, monitors performance against
those practices and investigates thoroughly
and takes action to prevent recurrence in
respect of any failures identified
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
41
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Risk
Potential impact
Mitigating or other
relevant considerations
Criticism of the group’
s environmental
practices by conservation organisations
scrutinising land areas that fall within a
region that in places includes substantial
areas of unspoilt primary rain forest inhabited
by diverse flora and fauna
Reputational and financial damage
The group is committed to sustainable
development of oil palm and has obtained
RS
PO certification for most of its current
operations. All group oil palm plantings are on
land areas from which logs have previously
been extracted by logging companies and
which have subsequently been zoned by
the Indonesian authorities as appropriate
for agricultural development. The group
maintains substantial conservation reserves
that safeguard landscape level biodiversity
Community relations
A material breakdown in relations between
the group and the host population in the area
of the agricultural operations
Disruption of operations, including blockages
restricting access to oil palm plantings and
mills, resulting in reduced and poorer quality
CPO and C
PKO production
The group seeks to foster mutually beneficial
economic and social interaction between
the local villages and the agricultural
operations. In particular
, the group gives
priority to applications for employment from
members of the local population, encourages
local farmers and tradesmen to act as
suppliers to the group, its employees and
their dependents and promotes smallholder
development of oil palm plantings
Disputes over compensation payable for
land areas allocated to the group that were
previously used by local communities for
the cultivation of crops or as respects which
local communities otherwise have rights
Disruption of operations, including blockages
restricting access to the area the subject of
the disputed compensation
The group has established standard
procedures to ensure fair and transparent
compensation negotiations and encourages
the local authorities, with whom the group
has developed good relations and who are
therefore generally supportive of the group, to
assist in mediating settlements
Individuals party to a compensation
agreement subsequently denying or
disputing aspects of the agreement
Disruption of operations, including blockages
restricting access to the areas the subject of
the compensation disputed by the affected
individuals
W
here claims from individuals in relation
to compensation agreements are found to
have a valid basis, the group seeks to agree
a new compensation arrangement; where
such claims are found to be falsely based the
group encourages appropriate action by the
local authorities
Stone and coal interests
Operational factors
Failure by e
xternal contractors to achieve
agreed production volumes with optimal
stripping values or extraction rates
Under recovery of receivables
The stone and coal concession companies
endeavour to use experienced contractors,
to supervise them closely and to take care to
ensure that they have equipment of capacity
appropriate for the planned production
volumes
External factors, in particular weather
,
delaying or preventing delivery of extracted
stone and coal
Delays to or under recovery of receivables
Adverse external factors would not normally
have a continuing impact for more than a
limited period
Geological assessments, which are
extrapolations based on statistical sampling,
proving inaccurate
Unforeseen extraction complications causing
cost overruns and production delays or failure
to achieve projected production resulting in
under recovery of receivables
The stone and coal concession companies
seek to ensure the accuracy of geological
assessments of any extraction programme
42
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
P
rincipal risks and uncertainties
continued
Risk
Potential impact
Mitigating or other
relevant considerations
Prices
Local competition reducing stone prices and
volatility of international coal prices
Reduced revenue and a consequent
reduction in recovery of receivables
There are currently no other stone quarries
in the vicinity of the stone concessions and
the cost of transporting stone should restrict
competition. The high quality of the coal in
the main coal concession may limit volatility
Imposition of additional royalties or duties on
the extraction of stone or coal or imposition
of export restrictions
Reduced revenue and a consequent
reduction in recovery of receivables
The Indonesian government has not to date
imposed measures that would seriously affect
the viability of Indonesian stone quarrying or
coal mining operations notwithstanding the
imposition of some temporary limited export
restrictions in response to the exceptional
circumstances relating to the war in Ukraine
Unforeseen variations in quality of deposits
Inability to supply product within the
specifications that are, at any particular
time, in demand, with reduced revenue
and a consequent reduction in recovery of
receivables
Geological assessments ahead of
commencement of extraction operations
should have identified any material variations
in quality
Environmental, social and governance practices
Failure by the stone and coal interests to
meet the standards expected of them
Reputational and financial damage
The areas of the stone and coal concessions
are relatively small and should not be
difficult to supervise. The stone and coal
concession companies are committed to
international standards of best environmental
and social practice and, in particular
, to
proper management of waste water and
reinstatement of quarried and mined areas on
completion of extraction operations
Climate change
High levels of rainfall
Disruptions to mining or quarrying operations
and road transport
The concession holding companies are
working with experienced, large contracting
companies that have been able to deploy
additional equipment in order to meet
production and transportation targets during
periods of higher rainfall
General
Currency
Strengthening of sterling or rupiah against
the dollar
Adverse exc
hange movements on those
components of group costs and funding that
arise in rupiah or sterling
As respects costs and sterling denominated
shareholder capital, the group considers that
this risk is inherent in the group’
s business
and structure and must simply be accepted.
As respects borrowings, where practicable
the group seeks to borrow in dollars but,
when borrowing in another currency
,
considers it better to accept the resultant
currency risk than to hedge that risk with
hedging instruments
Cost inflation
Increased costs as result of worldwide
economic factors or shortages of required
inputs, such as f
ertiliser and diesel, arising
from the war in Ukraine
Reduction in operating margins
Cost inflation is likely to have a broadly equal
impact on all oil palm growers and may be
expected to restrict CPO supply if production
of CPO becomes uneconomic
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
43
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Risk
Potential impact
Mitigating or other
relevant considerations
Funding
Bank debt repayment instalments and
other debt maturities coincide with periods
of adverse trading and negotiations with
bankers and investors are not successful
in rescheduling instalments, e
xtending
maturities or otherwise concluding
satisfactory refinancing arrangements
Inability to meet liabilities as they fall due
The group maintains good relations with
its bankers and other holders of debt who
have generally been receptive to reasonable
requests to moderate debt profiles or waive
covenants when circumstances require
as was the case when waivers of certain
breaches of bank loan covenants by group
companies at 31 December 2020 were
subsequently waived; moreover
, the directors
believe that the fundamentals of the group’
s
business will normally facilitate procurement
of additional equity capital should this prove
necessary
Counterparty risk
Default by a supplier
, customer or financial
institution
Loss of any prepayment, unpaid sales
proceeds or deposit
The group maintains strict controls over
its financial exposures whic
h include
regular reviews of the creditworthiness of
counterparties and limits on exposures to
counterparties. In addition, 90 per cent of
sales revenue is receivable in advance of
product delivery
Regulatory exposure
New
, and changes to, laws and regulations
that affect the group (including, in particular
,
laws and regulations relating to land tenure,
work permits for expatriate staff and
taxation)
Restriction on the group’
s ability to retain its
current structure or to continue operating as
currently
The directors are not aware of any specific
planned changes that would adversely
affect the group to a material e
xtent; current
regulations restricting the size of oil palm
growers in Indonesia will not impact the
group for the foreseeable future
Breach of the various continuing conditions
attaching to the group’
s land rights and
the stone and coal concessions (including
conditions requiring utilisation of the rights
and concessions) or failure to maintain all
permits and licences required for the group’
s
operations
Civil sanctions and, in an extreme case, loss
of the affected rights or concessions
The group endeavours to ensure compliance
with the continuing conditions attaching to
its land rights and concessions and that its
activities and the activities of the stone and
coal concession companies are conducted
within the terms of the licences and permits
that are held and that licences and permits
are obtained and renewed as necessary
Failure by the group to meet the standards
expected in relation to human rights, slavery
,
anti-bribery and corruption
Reputational damage and criminal sanctions
T
he group has traditionally had, and continues
to maintain, strong controls in this area
because Indonesia, where all of the group’
s
operations are located, has been classified
as relatively high risk by the International
T
ransparency Corruption P
erceptions Index
Restrictions on foreign investment in
Indonesian mining concessions, limiting the
effectiveness of co-investment arrangements
with local partners
Constraints on the group’
s ability to recover
its investment
The group endeavours to maintain good
relations with the local partners in the group’
s
mining interests so as to ensure that returns
appropriately reflect agreed arrangements
44
R.E.A. Holdings plc
Annual Report and Accounts 2021
Strategic report
P
rincipal risks and uncertainties
continued
Risk
Potential impact
Mitigating or other
relevant considerations
Country exposure
Deterioration in the political or economic
situation in Indonesia
Difficulties in maintaining operational
standards particularly if there was a
consequential deterioration in the security
situation
In the recent past, Indonesia has been stable
and the Indonesian economy has continued
to grow but, in the late 1990s, Indonesia
experienced severe economic turbulence
and there have been subsequent occasional
instances of civil unrest, often attributed to
ethnic tensions, in certain parts of Indonesia.
The group has never
, since the inception
of its East Kalimantan operations in 1989,
been adversely affected by regional security
problems
Introduction of exc
hange controls or other
restrictions on foreign owned operations in
Indonesia
Restriction on the transfer of f
ees, interest
and dividends from Indonesia to the U
K with
potential consequential negative implications
for the servicing of U
K obligations and
payment of dividends; loss of effective
management control
The directors are not aware of any
circumstances that would lead them to
believe that, under current political conditions,
any Indonesian government authority would
impose exc
hange controls or otherwise seek
to restrict the group’
s freedom to manage its
operations
Mandatory reduction of foreign ownership of
Indonesian plantation operations
F
orced divestment of interests in Indonesia
at below market values with consequential
loss of value
The group accepts there is a significant
possibility that foreign owners may be
required over time to divest partially
ownership of Indonesian oil palm operations
but has no reason to believe that such
divestment would be at anything other than
market value. Moreover
, the group has local
participation in all its Indonesian subsidiaries
Miscellaneous relationships
Disputes with staff and employees
Disruption of operations and consequent loss
of revenues
The group appreciates its material
dependence upon its staff and employees
and endeavours to manage this dependence
in accordance with international employment
standards as detailed under "Employees" in
"Sustainability" above
Breakdown in relationships with local
investors in the group’
s Indonesian
subsidiaries
Reliance on the Indonesian courts for
enforcement of the agreements governing
its arrangements with local partners with
the uncertainties that any juridical process
involves and with any failure of enforcement
likely to have, in particular
, a material negative
impact on the value of the stone and coal
interests because those concessions are
legally owned by the group’
s local partners
The group endeavours to maintain cordial
relations with its local investors by seeking
their support for decisions affecting their
interests and responding constructively to any
concerns that they may have
Approved by the board on 21 April 2022 and signed on behalf of the b
oard by
D
A
VI
D J B
L
A
C
KETT
Chairman
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
45
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Governance
B
oard of directors
David Blackett
Chairman (independent)
Committees: nomination (chairman) and remuneration
David Blackett was appointed a non-e
xecutive director in July
2008. After qualifying as a c
hartered accountant in Scotland,
he worked for over 25 years in South East Asia, where he
concluded his career as chairman of A
T&T Capital Inc’
s
Asia Pacific operations. P
reviously
, he was a director of an
international investment bank with responsibility for the bank’
s
South East Asian operations and until October 2014 served
as an independent non-executive director of South China
Holdings Limited (now Orient V
ictory China Holdings Limited),
a company listed on the Hong Kong Stoc
k Exchange. He was
appointed chairman in January 2016 following the retirement
of Richard Robinow from that position.
Carol Gysin
Executive director
Carol Gysin was appointed to the board as managing director
in F
ebruary 2017. Based in London, she had previously
worked for the group for over eight years as group company
secretary
, with increasing involvement in the operational
areas of the business, including making regular visits to the
group’
s offices and plantation estates in Indonesia. Prior to
joining the group, Carol worked as company secretary to a
telecommunications company
, Micadant plc (formerly
, Ionica
Group plc, listed in London and on NA
SDAQ), to a medical
devices company
, W
eston Medical plc, as well as to a number
of early-stage technology companies, following an initial
career in investment banking in London and Geneva.
John Oakley
Non-executive director
After early e
xperience in investment banking and general
management, John Oakley joined the group in 1983 as
divisional managing director of the group’
s then horticultural
operations. He was appointed to the main board in 1985 and
in the early 1990s took charge of the day to day management
of the group’
s then embryonic East Kalimantan agricultural
operations. He was appointed managing director in 2002 and,
until the appointment of a regional executive director in 2013,
was the sole executive director of the group. He retired as
managing director in January 2016 but remains on the board
as a non-executive director
.
Richar
d Robinow
Non-executive director
Richard Robinow was appointed a director in 1978 and
became chairman in 1984. F
ollowing his seventieth birthday
,
he retired from the chairmanship in January 2016. He
remains on the board as a non-executive director and
undertakes some additional responsibilities particularly as
respects the financing of the group. After early investment
banking experience, he has been involved for over 40 years
in the plantation industry
. He is a non-executive director of a
Kenyan plantation company
, R
EA V
ipingo Plantations Limited,
substantially all of the shares in which are indirectly owned by
his family and which is principally engaged in growing sisal in
Kenya and T
anzania.
Rizal Satar
Independent non-executive director
Committees: audit and remuneration
Rizal Satar was appointed to the board in December 2018. He
lives in Indonesia and is an Indonesian national, educated in
the United States and Belgium where he majored in computer
science, accounting and finance. Rizal previously worked for
20 years for PricewaterhouseCoopers, Indonesia ("P
wC"),
as a director/senior partner in Advisory Services. Prior to
joining PwC, he worked for various companies in Indonesia
specialising in finance, leasing and computer systems.
Rizal is also an independent commissioner (the Indonesian
equivalent of a non-executive director) of two Indonesian-
based companies: PT Centratama T
elekomunikasi Indonesia
Tbk, a company listed on the Indonesia Stoc
k Exchange and
engaged in the provision of infrastructure for cellular networks
and broadband internet services, where he is also head of the
audit committee; and PT FWD Asset Management, a fund
management company owned by FWD Insurance, part of the
Asian-based private investment Pacific Century Group, whic
h
has interests in technology
, media and telecommunications,
financial services and property
.
Michael St. Clair-Geor
ge
Senior independent non-executive director
Committees: audit (chairman), nomination,
remuneration (chairman)
Michael St. Clair-George was appointed to the board in
October 2016. He is a fellow of the Institute of Chartered
Accountants in England & W
ales. He has over 40 years’
experience in the plantation and agribusiness industries in
Malaysia and Indonesia, having worked for some 25 years
in the Far East, initially as financial controller of Harrisons
& Crosfield group Malaysian plantations (becoming finance
director of Harrisons Malaysian Plantations Berhad on that
company taking over ownership of such plantations) and,
after that, as president director of Sipef NV’
s Indonesian
operations. He then spent 10 years as managing director
of Sipef NV
, based in Belgium. Retiring from this position in
2007 and returning to London, he served until 2013 as senior
non-executive director and c
hairman of the audit committee
of New Britain Palm Oil Limited, a company then listed in
London.
Former dir
ectors
Irene Chia (r
etired 31 December 2021)
Independent non-executive director
Irene Chia was appointed a non-executive director in
January 2013. She has extensive corporate, investment and
entrepreneurial experience in Asia, the USA and the UK.
A graduate in economics and formerly a director of one of
the Jardine Matheson Group companies, she now lives in
Singapore and is currently self-employed with Far Eastern
interests in consulting, property and financial investment.
Because of health concerns, Irene retired from the board with
effect from 31 December 2021.
46
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Directors’ report
The directors present their annual report on the affairs of the
group, together with the financial statements and independent
auditor’
s report, for the year ended 31 December 2021. The
"Corporate governance report" below forms part of this report.
Proposals to e
xtend the redemption date of the company’
s
7.5 per cent dollar notes 2022 ("dollar notes") to 30 June
2026 were approved by noteholders on 3 March 2002 and
became effective upon e
xecution on 3 March 2022 of a
deed supplemental to the trust deed constituting the notes.
Pursuant to the proposals, the company has undertaken
to procure that its wholly owned subsidiary
, R.E.A. Services
Limited, purchases at par
, on 30 June 2022, the dollar notes
held by any noteholder who has indicated by no later than 31
May 2021 that they do not wish to retain their notes beyond
30 June 2022 and for which the company’
s brokers have
been unable to arrange buyers on terms acceptable to such
noteholder
.
That apart, there are no significant events since 31
December 2021 to be disclosed. An indication of likely future
developments in the business of the company and details
of research and development activities are included in the
Strategic report above.
Financial instruments
Information about the use of financial instruments by the
company and its subsidiaries is given in note 23 to the
consolidated financial statements.
Results and dividends
The results are presented in the consolidated income
statement and notes thereto.
The semi-annual dividends on the company’
s pref
erence
shares that fell due on 30 June and 31 December 2021 were
duly paid together
, in the latter case, with 1p per share of the
cumulative arrears of preference dividends.
The directors e
xpect the semi-annual dividends on the
company’
s preference shares arising during 2022 and 2023
to be paid as they fall due. In addition, the directors intend that
the company should pay not less than 10p of the remaining
cumulative arrears of preference dividend (whic
h amount to
17p per share) on or before 31 December 2022 and the
balance of those arrears during 2023. The e
xtent to which
an element of the intended payment of arrears during 2022
is made prior to 31 December 2022 will be decided by the
directors after determination of the company’
s final liability for
purchase on 30 June 2022 of the company’
s dollar notes (as
referred to above).
W
hile the dividends on the preference shares are more than
six months in arrear
, the company is not permitted to pay
dividends on its ordinary shares. Accordingly
, no dividend
in respect of the ordinary shares has to date been paid in
respect of 2021 or is proposed.
Viability statement
The group’
s business activities, together with the factors likely
to affect its future development, performance and position
are described in the Strategic report above which also
provides (under "Finance") a description of the group’
s cash
flow
, liquidity and financing adequacy and treasury policies.
In addition, note 23 to the consolidated financial statements
includes information as to the group’
s policy
, objectives, and
processes for managing capital, its financial risk management
objectives, details of financial instruments and hedging
policies, and exposures to credit and liquidity risks.
The "P
rincipal risks and uncertainties" section of the Strategic
report describes the material risks faced by the group and
actions taken to mitigate those risks. In particular
, there are
risks associated with the group’
s local operating environment
and the group is materially dependent upon selling prices for
CPO and C
PKO over which it has no control.
The group has material indebtedness, in the form of bank
loans and listed notes. All of the listed notes fall due for
repayment by 30 June 2026 and, for this reason, the directors
have chosen the period to 31 December 2026 for their
assessment of the long term viability of the group.
The group’
s present level of indebtedness reflects various
challenges that have confronted the group in recent years.
Over the period 2015 to 2017, group crops fell considerably
short of the levels that had been expected. T
he reasons for
this were successfully identified and addressed but, as crops
recovered to better levels, the group had to contend with
falling CPO prices. The resultant negative cash flow impact
over several years had to be financed and led to the group
assuming greater debt obligations than it would have liked.
An improvement in CPO prices in the closing months of 2020
continued into 2021 and the early months of 2022 have
seen a further increase in prices. As a result, the group is now
generating strong cash flows from its oil palm operations and
has been able to reorganise its indebtedness on a basis that
the group can sustain.
F
ollowing such reorganisation, the group’
s indebtedness
at 31 December 2021, as detailed in "Capital structure"
in the Strategic report below
, amounted to $222.6 million,
comprising Indonesian rupiah denominated term bank
loans equivalent in total to $131.6 million, drawings under
an Indonesian rupiah denominated working capital facility
equivalent to $5.3 million, $27.0 million nominal of 7.5 per
cent dollar notes 2022 ("dollar notes") and £30.9 million
(equivalent to $42.5 million) of 8.75 per cent sterling notes
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
47
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
2025 ("sterling notes"). Since the beginning of 2022, the $5.3
million drawings under the Indonesian working capital facility
have been repaid, a further Indonesian rupiah denominated
term bank loan equivalent to $6.3 million has been drawn
down and the maturity date of the dollar notes has been
extended by four years. F
ollowing these changes, the total
borrowings repayable in the period to 31 December 2026
(based on exc
hange rates ruling at 31 December 2021)
amount to the equivalent of $173.2 million of which the major
part will fall due in 2025 ($73.0 million) and 2026 ($48.2
million).
In addition to the cash required for debt repayments, the
group also faces substantial demands on cash to fund
capital expenditure, dividends and arrears of dividend on
the company’
s preference shares and a potential liability to
purchase dollar notes.
Capital expenditure in 2022 and later years is likely to be at
a higher level than in 2021 as the group resumes extension
planting, accelerates replanting of older oil palm areas, invests
in improving its transport fleet and housing stock and initiates
a programme of stoning the group’
s extensive road network
to improve the durability of roads in periods of heavy rain. W
ith
the recent completion of the extension of the group’
s newest
oil mill the group will have sufficient processing capacity for
the foreseeable future and mill expenditure should be lower
than in recent years.
Going forward, the company intends to pay the dividends
arising on the preference shares in eac
h year
, amounting to
9p per share, as these fall due and to discharge the arrears
of dividend on the preference shares amounting to 17p per
share as to not less than 10p per share in 2022 and as to the
balance in 2023. At the current e
xchange rate of £1 = $1.30,
this will involve an outlay of $8.4 million per annum for future
dividends and a further outlay of $15.9 million to discharge
the full arrears.
In connection with the extension of the maturity date of the
dollar notes, the group has undertaken to purchase at par
,
on 30 June 2022, the dollar notes held by any noteholder
who has indicated by no later than 31 May 2022 that they do
not wish to retain their notes beyond 30 June 2022 and for
which the company’
s brokers have been unable to arrange
buyers on terms acceptable to such noteholders. W
hilst the
group intends to sell, over time, any dollar notes so acquired
by it, pending such sale, the group will have to fund the cash
expended in purc
hasing dollar notes. The group has received
an undertaking from one existing holder of $3 million nominal
of the notes that it will retain that holding and will purchase a
further $6 million nominal of notes. Holders of a further $12.0
million nominal of notes have indicated that they expect to
retain their notes. Accordingly
, since there are currently $27.0
million nominal of dollar notes in issue, the group does not
expect that the funding required to bridge the purc
hase of
notes by the group will exceed $6.0 million.
The group has for some years relied on funding provided by
the group’
s customers in exc
hange for forward commitments
of CPO and C
PKO. Agreement has been reached to continue
such funding in relation to contracts running to 2025.
Coal operations have recommenced at the I
P
A concession at
Kota Bangun and are currently generating strong cash flows.
It is expected that quarrying of the andesite stone concession
held by A
TP will commence later this year. As a result, the
group has started to receive repayments of its loans to the
stone and coal concession companies and such repayments
should continue and may even accelerate.
W
hilst commodity prices can be volatile, CPO and C
PKO
prices are generally expected to remain at remunerative levels
for the foreseeable future. On that basis and even though, in
the current economic environment, the group faces significant
potential inflation in costs, particularly in relation to fertiliser
,
the group can expect that its operations will continue to
generate good levels of cash flow
.
T
aking account of the cash already held by the group at 31
December 2021 of $46.9 million, and the combination of loan
repayments from the stone and coal concession companies
and cash flow from the oil palm operations, cash available to
the group should be sufficient progressively to reduce the
group’
s indebtedness while meeting the other prospective
demands on group cash referred to above. If CPO and C
PKO
prices remain at favourable levels, the group should have
sufficient cash to meet the listed debt redemptions falling due
in 2025 and 2026 in full but, should this not be the case, the
directors are confident that the improvements in the financial
position of the group in the intervening years will be such that
any shortfalls can be successfully refinanced at the relevant
times.
Based on the foregoing, the directors have a reasonable
expectation that the company and the group have adequate
resources to continue in operational existence for the period
to 31 December 2026 and to remain viable during that period.
Going concern
Factors likely to aff
ect the group’
s future development,
performance and position are described in the Strategic
report. The directors have carefully considered those factors,
together with the principal risks and uncertainties faced by
the group as well as emerging risks which are set out in the
"Principal risks and uncertainties" section of the Strategic
report and have reviewed key sensitivities which could impact
on the liquidity of the group.
As at 31 December 2021, the group had cash and cash
equivalents of $46.9 million and borrowings of $222.6 million
(in both cases as set out in note 23 to the group financial
statements). Since the beginning of 2022, the $5.3 million
drawings under the Indonesian working capital facility have
been repaid, a further Indonesian rupiah denominated term
48
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Directors’ report
continued
bank loan equivalent to $6.3 million has been drawn down
and the maturity date of the dollar notes has been extended
by four years. F
ollowing these changes, the total borrowings
repayable in the period to 30 June 2023 (based on exc
hange
rates ruling at 31 December 2021) amount to the equivalent
of $23.3 million.
In addition to the cash required for debt repayments, the group
also faces substantial demands on cash in the period to 30
June 2023 to fund capital expenditure and dividends and
arrears of dividend on the company’
s preference shares and to
meet a potential liability to purchase dollar notes, as ref
erred
to in more detail in the "V
iability statement" above.
The "V
iability statement" also notes the continuation of
funding from the group’
s customers, the group’
s expectations
regarding loan repayments by the stone and coal concession
holding companies and the prospect of good cash generation
by the group’
s oil palm operations.
T
aking account of the cash already held by the group at 31
December 2021 and the combination of loan repayments
from the stone and coal concession companies and cash
flow from the oil palm operations, cash available to the group
should be sufficient to meet the debt repayments falling
due in the period to 30 June 2023 while meeting the other
prospective demands on group cash referred to above.
Having regard to the foregoing, based on the group’
s forecasts
and projections (taking into account reasonable possible
changes in trading performance and other uncertainties)
and having regard to the group’
s cash position and available
borrowings, the directors expect that the group should be
able to operate within its available borrowings for at least 12
months from the date of approval of the financial statements.
F
or these reasons, the directors have concluded that it is
appropriate to prepare the financial statements on a going
concern basis.
Climate change
Climatic factors are integral to the group’
s agricultural
operations. The directors ac
knowledge both the importance
of climate change as a potential emerging risk for the
group’
s operations (as considered under "Principal risks
and uncertainties" in the Strategic report) and the potential
impacts of the operations on the climate. Responsibility for
oversight of the group’
s approach to climate-related matters
resides with the managing director
.
The group seeks to mitigate the negative impacts of its
business on the environment through its commitment to
sustainable practices. The group’
s policy framework underpins
this commitment and the group’
s desire to remain at the
forefront of sustainable palm oil production. The certification
schemes in whic
h the group’
s performance is measured, and
which focus particularly on environmental impacts, provide
independent verification that the group is operating in
accordance with national and international standards.
The group has been monitoring and reporting its carbon
footprint using the PalmGH
G tool developed by the
Roundtable for Sustainable Palm Oil for over ten years, with
greenhouse gas ("G
HG") emissions per tonne of C
PO and
per planted hectare being long established key performance
indicators for the group, as reported under "Evaluation of
performance" in the Strategic report.
Detailed information regarding sustainability
, the environment
and streamlined energy and carbon reporting ("S
ECR") is
provided in the "Sustainability" section of the Strategic report
and on the group’
s website at www
.rea.co.uk. The group has
extended its reporting to embrace T
ask F
orce on Climate-
related Financial Disclosures ("T
CF
D") in this annual report in
accordance with the requirements of the Listing Rules.
Control and structur
e of capit
al
Details of the company’
s share capital are set out in note 31
to the company’
s financial statements. At 31 December 2021,
the issued preference share capital and the issued ordinary
share capital represented, respectively
, 86.6 and 13.4 per cent
of the nominal value of the total issued share capital.
In addition, at 31 December 2021, the company had in issue
4,010,760 warrants with each suc
h warrant entitling the
holder to subscribe, for a period of five years from 2020,
one new ordinary share in the capital of the company at a
subscription price of £1.26 per share. T
o date in 2022, one
warrant holder has elected to exercise their warrant rights in
respect of 13,000 ordinary shares.
The rights and obligations attac
hing to the ordinary shares,
preference shares and warrants are governed by the
company’
s articles of association and prevailing legislation. A
copy of the articles of association is available on the
Investors section (under Capital & Constitution) of the group’
s
website at www
.rea.co.uk. Rights to income and capital are
summarised in note (xi) to the company’
s financial statements.
On a show of hands at a general meeting of the company
,
every holder of shares and every duly appointed proxy of a
holder of shares, in each case being entitled to vote on the
resolution before the meeting, shall have one vote. On a poll,
every holder of shares present in person or by proxy and
entitled to vote on the resolution the subject of the poll shall
have one vote for each share held. Holders of pref
erence
shares are not entitled to vote on a resolution proposed at a
general meeting unless, at the date of notice of the meeting,
the dividend on the preference shares is more than six
months in arrear or the resolution is for the winding up of the
company or is a resolution directly and adversely affecting
any of the rights and privileges attaching to the pref
erence
shares. Deadlines for the exercise of voting rights and for
the appointment of a proxy or pro
xies to vote in relation
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
49
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
to any resolution to be proposed at a general meeting are
governed by the company’
s articles of association and
prevailing legislation and will normally be as detailed in the
notes accompanying the notice of the meeting at which the
resolution is to be proposed.
There are no restrictions on the size of any holding of shares
in the company
. Shares may be transferred either through
the CR
EST system (being the relevant system as defined
in the Uncertificated Securities Regulations 2001 of which
Euroclear U
K & Ireland Limited is the operator) where
held in uncertificated form or by instrument of transfer in
any usual or common form duly executed and stamped,
subject to provisions of the company’
s articles of association
empowering the directors to refuse to register any transfer of
shares where the shares are not fully paid, the shares are to
be transferred into a joint holding of more than four persons,
the transfer is not appropriately supported by evidence of the
right of the transferor to make the transf
er or the transferor
is in default in compliance with a notice served pursuant to
section 793 of the Companies Act 2006. The directors are
not aware of any agreements between shareholders that may
result in restrictions on the transfer of securities or on voting
rights.
No person holds securities carrying special rights with regard
to control of the company and there are no arrangements
in which the company co-operates by whic
h financial rights
carried by shares are held by a person other than the holder of
the shares.
The articles of association provide that the business of the
company is to be managed by the directors and empower
the directors to exercise all powers of the company
, subject
to the provisions of such articles (whic
h include a provision
specifically limiting the borrowing powers of the group) and
prevailing legislation and subject to such directions as may
be given by the company in general meeting by ordinary
resolution. The articles of association may be amended only
by a special resolution of the company in general meeting
and, where such amendment would modify
, abrogate or vary
the class rights of any class of shares, with the consent of
that class given in accordance with the company’
s articles of
association and prevailing legislation.
The dollar notes and the 8.75 per cent sterling notes 2025
issued by the company’
s wholly owned subsidiary
, R
EA
Finance B.V
., and guaranteed by the company ("sterling
notes") are transferable either through the CR
EST system,
where held in uncertificated form, or by instrument of transfer
.
T
ransfers may be in any usual or common form duly executed
in amounts and multiples: in the case of the dollar notes, of
$120,000 and integral multiples of $1 in excess thereof; and,
in the case of the sterling notes, of £100,000 and integral
multiples of £1,000 in excess thereof. T
here is no maximum
limit on the size of any holding in each case.
Substantial holders
As explained under "Results and dividends" above, the
company has outstanding arrears of dividend on its preference
shares. The dividends are more than six months in arrear and,
in accordance with the company’
s articles of association, this
means that holders of preference shares are entitled to voting
rights on the same basis as holders of ordinary shares.
On 31 December 2021, based on notifications received by
the company in accordance with the Disclosure Guidance
and T
ransparency Rules ("D
G
TRs") of the Financial Conduct
Authority
, the following are substantial holders of voting rights
attaching to shares of the company
.
Substantial holders of shares
Number
of
voting
shares
P
ercentage
of
voting
rights
Emba Holdings Limited
13,022,420
11.2
M&G Investment Management Limited
6,568,310
5.7
James Bartholomew
3,508,933
3.0
1.
The shares held by Emba Holdings Limited ("Emba") are included as
part of the interest of Richard Robinow
, shown under "Statement of
directors’ shareholdings" in the Directors’ remuneration report.
2.
F
or so long as the dividend on the preference shares is more than
six months in arrear
, the preference shares have the same voting
rights as the ordinary shares. W
here notifications of voting rights have
declared a percentage of voting rights calculated by reference only to
the ordinary shares, such percentage has been adjusted to reflect the
voting rights attaching to both the ordinary shares and the preference
shares.
During the period from 31 December 2021 to the date of this
report, the company did not receive any further notifications in
accordance with the DGTRs.
Significant holdings of preference shares, dollar notes and
sterling notes shown by the respective registers of members
and noteholders at 31 December 2021 are set out below:
Pref
erence
Dollar
Sterling
shares
notes
notes
Substantial holders of securities
$’000
$’000
£’000
KLK Overseas Investments Limited
3,000
Securities Services Nominees Limited
1702334 acct
4,132
8,767
State Street Nominees Limited OU61 acct
11,711
8,580
8,066
The Bank of New Y
ork (Nominees)
Limited
4,575
3,400
Nortrust Nominees Limited
3,600
V
idacos Nominees Limited CLR
L
UX acct
9,546
A change of control of the company would entitle holders of the
sterling notes to require repayment of the notes held by them.
The directors are not aware of any agreements between the
company and its directors or between any member of the group
and a group employee that provides for compensation for loss
of office or employment that occurs because of a takeover bid.
50
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Directors’ report
continued
Directors
The directors who served during 2021 and up to and including
the date of this report are listed under "Board of directors"
above, which is incorporated by reference in this "Directors’
report".
Irene Chia retired from the board with effect from 31
December 2021.
In accordance with the provisions of the U
K Corporate
Governance Code (the "Code"), all continuing directors are
subject to annual re-election. Resolutions 3 to 8, which are
set out in the accompanying notice of the forthcoming annual
general meeting (the "2022 Notice") and will be proposed as
ordinary resolutions, deal with the re-election of the directors.
The board considers that the contribution of each current
director is, and continues to be, important and of value to the
long term success of the company
.
David Blackett, who was first appointed to the board in 2008
and was appointed chairman in 2016, has served on the
board for more than nine years. The board considers that
David Blackett’
s term as c
hairman should for a fourth year
be extended beyond that recommended under the Code, as
he provides valuable continuity and support to the company
and management during a period of operational and financial
recovery
, prolonged in part by the impacts of the Covid
pandemic. Under normal circumstances, David makes yearly
visits to the operations in Indonesia and has considerable
knowledge of the business of the company
, offering insights
based on his previous experience in the region. In fulfilling his
role as chairman, David promotes healthy debate amongst
directors and the board considers that his objectivity and
judgement are not compromised by his length of service.
Carol Gysin is the sole executive director of the group. Based
in England, Carol has worked for the group for over thirteen
years, initially as group company secretary but with increasing
involvement in the group’
s operations, including making regular
visits to the group’
s offices and plantation estates in Indonesia.
John Oakley was managing director of the company from
2002 until the end of 2015. John has remained on the board
as a non-executive director and provides valuable support to
the current management, given his extensive knowledge of
agronomic practices and oil mill engineering.
Richard Robinow relinquished his position as c
hairman of the
company at the end of 2015. Richard has remained on the
board as a non-executive director and, with his significant
family shareholding in the company
, continues to support the
development of the group, particularly with regard to financing
and strategic initiatives.
Rizal Satar
, an Indonesian national based in Indonesia, has
extensive e
xperience in accounting and finance having
previously worked for PricewaterhouseCoopers, Indonesia, for
20 years until 2017, as a director/senior partner in Advisory
Services. Rizal is a valuable member of the board in terms of
his relevant commercial and financial experience and local
knowledge. Rizal is also an independent commissioner (the
Indonesian equivalent of a non-executive director) of REA
Kaltim and c
hairman of the R
EA Kaltim sub-group’
s audit
committee which oversees on behalf of the group matters that
include internal audit, anti-bribery and corruption measures,
whistleblowing policies and procedures, and employee
engagement.
Michael St. Clair-George is the senior independent non-
executive director of the company and c
hairman of the
audit and remuneration committees. Now based in England,
Michael has over 40 years’ e
xperience in the plantation and
agribusiness industries in Malaysia and Indonesia first in the
Harrisons & Crosfield group and then in the Sipef group.
F
ollowing the retirement of Irene Chia as a non-executive
director with effect from 31 December 2021, the company
has commenced the process for making a new appointment
to the board. Ideally
, the appointee will be based in South
East Asia, the region of the group’
s operations. As previously
announced, interviewing and selecting a suitable candidate
can be expected to take a little time given travel restrictions
due to Covid
Michael St. Clair-George confirms that, following the formal
performance evaluation of the chairman, David Blac
kett’
s
performance continues to be effective and to demonstrate his
commitment to the role. Accordingly
, Michael St. Clair-George,
together with fellow non-e
xecutive directors, recommends the
re-election of David Blackett as a non-e
xecutive director
.
The c
hairman confirms that, following the annual formal
evaluation, the performance of each of the current non-
executive directors and the managing director continues to be
effective and recommends their re-election to the board. The
chairman particularly welcomes the valuable commitment and
extensive e
xperience of all of the directors.
Engagement with suppliers, customers and other
stakeholders
As noted in the section 172(1) statement in the section
"Introduction and strategic environment" in the Strategic
report, each director is conscious of their and the group’
s
responsibility to customers, suppliers, the wider community
and other stakeholders.
There is a regular dialogue between managers in the sales
and marketing department and group’
s customers, with
whom the group has fostered long term supply arrangements
and who take a keen interest in the group’
s sustainability
credentials, to ensure timely delivery of CPO and C
PKO in
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
51
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
accordance with the terms of the agreed contracts. Given the
remote location of the group’
s operations, timely deliveries and
receipt of proceeds are critical for the smooth running of the
group’
s operations. Managers in the procurement department
have an open dialogue with the group’
s limited number
of suppliers and contractors to ensure that satisfactory
relationships are maintained.
In support of the established relationships, from time to time
the group’
s president director in Indonesia has meetings
with the group’
s key suppliers and customers at which any
concerns can be aired. Occasionally
, the managing director will
also participate in such meetings.
Managers are also in regular communication with local
government bodies in Indonesia and with the certification
and other bodies that promote environmental, social and
governance matters. Issues, if any
, are discussed at the regular
meetings between senior management and the president
director and escalated, as required, to the managing director
.
Rizal Satar also provides a conduit to the group board for
matters arising with stakeholders in Indonesia.
Directors’ indemnities
Qualifying third party indemnity provisions (as defined in
section 234 of the Companies Act 2006) are in place for the
benefit of directors of the company and of other members
of the group for 2021 and remain in place at the date of this
report.
The group carries appropriate insurance against actions
against the directors, commissioners and senior managers of
the group’
s Indonesian sub-holding company
, R
EA Kaltim, and
subsidiaries.
Political donations
No political donations were made during the year
.
Acquisition of the company’
s own shares
The company’
s articles of association permit the purc
hase by
the company of its own shares subject to prevailing legislation
which requires that any suc
h purchase (commonly known
as a "buy-back"), if a market purc
hase, has been previously
authorised by the company in general meeting and, if not, is
made pursuant to a contract of which the terms have been
authorised by a special resolution of the company in general
meeting.
The company currently holds 132,500 of its ordinary shares of
25p each, representing 0.3 per cent of the called up ordinary
share capital, as treasury shares which were acquired with
the intention that, once a holding of reasonable size has
been accumulated, such holding be placed with one or more
substantial investors on a basis that, to the extent reasonably
possible, broadens the spread of substantial shareholders
in the company
. Save to the extent of this intention, no
agreement, arrangement or understanding exists whereby
any ordinary shares acquired pursuant to the share buy-back
authority referred to below will be transf
erred to any person.
There were no acquisitions or disposals of treasury shares
during 2021.
The directors are seeking renewal at the forthcoming annual
general meeting (resolution 11 set out in the 2022 Notice)
of the buy-back authority granted in 2021 to purc
hase up
to 5,000,000 ordinary shares, on terms that the maximum
number of ordinary shares that may be bought back and held
in treasury at any one time is limited to 400,000 ordinary
shares. The directors may
, if it remains appropriate, seek
further annual renewals of this authority at subsequent
annual general meetings. The authorisation being sought will
continue to be utilised only for the limited purpose of buying
back ordinary shares into treasury with the e
xpectation that
the shares bought back will be re-sold when circumstances
permit. The new authority
, if provided, will expire on the date of
the annual general meeting to be held in 2023 or on 30 June
2023 (whichever is the earlier).
Although the directors are seeking renewal of the buyback
authority to maintain flexibility for the future, they do not
currently intend to exercise suc
h authority
.
The renewed buy-bac
k authority is sought on the basis that
the price (exclusive of e
xpenses, if any) that may be paid by
the company for each ordinary share purc
hased by it will be
not less than £1.00 and not greater than an amount equal to
the higher of: (i) 105 per cent of the average of the middle
market quotations for the ordinary shares in the capital of the
company as derived from the Daily Official List of the London
Stock Exc
hange for the five business days immediately
preceding the day on which suc
h share is contracted to be
purchased; and (ii) the higher of the last independent trade
and the current highest independent bid on the London Stoc
k
Exchange.
Any ordinary shares held in treasury by the company will
remain listed and form part of the company’
s issued ordinary
share capital. However
, the company will not be entitled to
attend meetings of the members of the company
, exercise
any voting rights attached to suc
h ordinary shares or receive
any dividend or other distribution (save for any issue of bonus
shares). Sales of shares held in treasury will be made from
time to time as investors are found, following which the new
legal owners of the ordinary shares will be entitled to exercise
the usual rights from time to time attaching to suc
h shares and
to receive dividends and other distributions in respect of the
ordinary shares.
The consideration payable by the company for any ordinary
shares purchased by it will come from the distributable
reserves of the company
. The proceeds of sale of any ordinary
shares purchased by the company would be credited to
distributable reserves up to the amount of the purchase price
52
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Directors’ report
continued
paid by the company for the shares, with any excess over suc
h
price being credited to the share premium account of the
company
.
The company will continue to comply with its obligations under
the Listing Rules of the Financial Conduct Authority (the
"Listing Rules") in relation to the timing of any share buy-
backs and re-sales of ordinary shares from treasury
.
Authorities to allot share capital
At the annual general meeting held on 10 June 2021,
shareholders authorised the directors under the provisions
of section 551 of the Companies Act 2006 to allot ordinary
shares or 9 per cent cumulative preference shares within
specified limits. Replacement authorities are being sought at
the 2022 annual general meeting (resolutions 12 and 13 set
out in the 2022 Notice) to authorise the directors (a) to allot
and to grant rights to subscribe for
, or to convert any security
into, ordinary shares in the capital of the company (other than
9 per cent cumulative preference shares) up to an aggregate
nominal amount of £3,662,554 representing 33.4 per cent of
the issued ordinary share capital (excluding treasury shares)
at the date of this report, and (b) to allot and to grant rights
to subscribe for
, or to convert any security into, 9 per cent
cumulative preference shares in the capital of the company up
to an aggregate nominal amount of £24,000,000 representing
33.3 per cent of the issued preference share capital of the
company at the date of this report. The new authorities, if
provided, will expire on the date of the annual general meeting
to be held in 2023 or on 30 June 2023 (whichever is the
earlier). The directors have no current intention of e
xercising
the allotment authorities.
Authority to disapply pre-emption rights
Fresh powers are also being sought at the forthcoming annual
general meeting under the provisions of sections 571 and
573 of the Companies Act 2006 to enable the board to make
a rights issue or open offer of ordinary shares to e
xisting
ordinary shareholders without being obliged to comply with
certain technical requirements of the Companies Act 2006
which can create problems with regard to fractions and
overseas shareholders.
In addition, the resolution to provide these powers (resolution
14 set out in the 2022 Notice) will, if passed, empower the
directors to allot equity securities or sell treasury shares for
cash and otherwise than to existing shareholders pro rata to
their holdings up to a maximum aggregate nominal amount
of £549,381(representing 5 per cent of the issued ordinary
share capital of the company (excluding treasury shares) at
the date of this report).
The figure of 5 per cent reflects the P
re-Emption Group
2015 Statement of Principles for the disapplication of pre-
emption rights (the "Statement of Principles"). T
he board will
have due regard to the Statement of Principles in relation to
any exercise of this power
, in particular the b
oard does not
expect to non-pre-emptively allot ordinary shares for cash
representing more than 7.5 per cent of the issued ordinary
share capital in any rolling three year period, without prior
consultation with shareholders.
Reflecting the Statement of Principles, a further power is
being sought at the forthcoming annual general meeting to
enable the board to allot equity securities or sell treasury
shares for cash otherwise than to existing shareholders pro
rata to their holdings in addition to the 5 per cent referred
to above (resolution 15 set out in the 2022 Notice. The
resolution to provide these powers (resolution 15 set out in
the 2022 Notice) will, if passed, be limited to the allotment
of equity securities and sales of treasury shares for cash
up to a maximum aggregate nominal amount of £549,381
(representing 5 per cent of the issued ordinary share capital
of the company (excluding treasury shares) at the date of
this report). The board will have due regard to the Statement
of Principles in relation to any e
xercise of this power and
in particular the board intends to use this power only in
connection with a transaction which they have determined
to be an acquisition or other capital investment (of a kind
contemplated by the Statement of Principles most recently
published prior to the date of this notice) which is announced
contemporaneously with the announcement of the issue, or
which has taken place in the preceding six month period and
is disclosed in the announcement of the issue.
The foregoing powers (if granted) will e
xpire on the date of
the annual general meeting to be held in 2023 or on 30 June
2023 (whichever is the earlier).
General meeting notice period
At the 2022 annual general meeting a resolution (resolution
16 set out in the 2022 Notice) will be proposed to authorise
the directors to convene a general meeting (other than an
AGM) on 14 clear days’ notice (subject to due compliance
with requirements for electronic voting). The authority will
be effective until the date of the annual general meeting
to be held in 2023 or on 30 June 2023 (whichever is the
earlier). This resolution is proposed following legislation whic
h,
notwithstanding the provisions of the company’
s articles
of association and in the absence of specific shareholder
approval of shorter notice, has increased the required notice
period for general meetings of the company to 21 clear days.
W
hile the directors believe that it is sensible to have the
flexibility that the proposed resolution will off
er to convene
general meetings on shorter notice than 21 days, this flexibility
will not be used as a matter of routine for such meetings, but
only where use of the flexibility is merited by the business
of the meeting and is thought to be to the advantage of
shareholders as a whole.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
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53
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Directors’ r
emuneration report
Resolution 2 as set out in the 2022 Notice provides for
approval of the company’
s remuneration report regarding
the remuneration of directors as detailed in the Directors’
remuneration report below
.
The Directors’ remuneration policy detailed in the Directors’
remuneration report is unchanged from the policy that was
previously approved at the company’
s 2021 annual general
meeting.
Recommendation
The board considers that the proposals to grant the directors
the authorities and powers as detailed under "Acquisition of
the company’
s own shares", "Authorities to allot share capital"
and "Authority to disapply pre-emption rights" above and
the proposals to permit general meetings (other than annual
general meetings) to be held on just 14 clear days’ notice as
detailed under "General meeting notice period" above are
all in the best interests of the company and shareholders
as a whole and accordingly the board recommends that
shareholders vote in favour of resolutions 11 to 16 as set out
in the 2022 Notice.
Independent auditor
Each director of the company at the date of approval of this
report has confirmed that, so far as such director is aware,
there is no relevant audit information of which the group’
s
independent auditor is unaware; and that such director has
taken all the steps that ought to be taken as a director in
order to make himself or herself aware of any relevant audit
information and to establish that the group’
s independent
auditor is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the
Companies Act 2006.
M
HA MacIntyre Hudson have expressed their willingness to
continue in office as auditor and Resolution 9 set out in the
2022 Notice proposes their re-appointment.
Resolution 10 set out in the 2022 Notice proposes that the
audit committee, in accordance with its terms of reference and
standard practice, be authorised to determine and approve the
remuneration of the independent auditor
.
54
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Directors’ report
continued
Disclosure r
equirements of Listing Rule 9.8.4R
The following table ref
erences the location of information
required to be disclosed in accordance with Rule 9.8.4R of the
Listing Rules published by the Financial Conduct Authority
.
Listing
Rule
Disclosure r
equirement
Disclosure in
annual report
9.8.4(1)
T
he amount of interest capitalised
during the year with an indication
of the amount and treatment of
any related tax relief
Note 9 to the
consolidated
financial
statements
9.8.4(2)
Any information required in
respect of published unaudited
financial information
Not applicable
9.8.4(4)
Details of long-term incentive
scheme as required under L
R
9.4.3R (2) (for a sole director to
facilitate recruitment or retention)
Not applicable
9.8.4(5)
Any arrangements under whic
h
a director has waived or agreed
to waive any emoluments from
the company or any subsidiary
undertaking
Not applicable
9.8.4(6)
Any arrangement under whic
h
a director has agreed to waive
future emoluments
Not applicable
9.8.4(7)
Allotments for cash of equity
securities made during the period
under review otherwise than to
the holders of the company’
s
equity shares in proportion to
their holdings of such equity
shares and which has not been
specifically authorised by the
company’
s shareholders
Not applicable
9.8.4(8)
Allotments of shares for cash by a
major subsidiary of the company
other than pro-rata to existing
shareholdings
Not applicable
9.8.4(9)
P
articipation by a parent company
in any placing made by the
company
Not applicable
9.8.4(10)
Any contract of significance:
(i)
to which the listed company
,
or one of its subsidiary
undertakings, is a party and
in which a director of the
listed company is or was
materially interested; and
(ii)
between the listed company
,
or one of its subsidiary
undertakings, and a
controlling shareholder
Note 36
(related
parties) to the
consolidated
financial
statements
Listing
Rule
Disclosure r
equirement
Disclosure in
annual report
9.8.4(11)
Contracts for the provision of
services to the company or any of
its subsidiary undertakings by a
controlling shareholder
Not applicable
9.8.4(12)
Arrangements under which a
shareholder has waived or agreed
to waive any dividends
Not applicable
9.8.4(13)
Arrangements under which a
shareholder has agreed to waive
future dividends
Not applicable
9.8.4(14)
Board statement in respect of
relationship agreement with the
controlling shareholder
Not applicable
By order of the board
R.E.A. S
E
RVICE
S LI
M
ITE
D
Secretary
21 April 2022
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
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55
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Governance
Corporate governance report
This directors’ report on corporate governance in respect of
the year ended 31 December 2021 is made pursuant to the
U
K Corporate Governance Code 2018 (the "Code") issued
by the Financial Reporting Council ("FR
C") in July 2018 and
taking effect for accounting periods on or after 1 January
2019. The Code is available from the FRC’
s website at www
.
frc.org.uk.
Throughout the year ended 31 December 2021, the company
was in compliance with the provisions set out in the Code save
as respects Code provision 24 regarding the audit committee,
as noted under "Board committees" below
. F
ollowing Mr
Blackett’
s resignation as a member of the audit committee
with effect from 9 December 2021, the company has been
and remains in compliance with Code provision 24 since such
date.
Chairman’
s statement on corporate governance
The directors appreciate the importance of ensuring that the
group’
s affairs are managed effectively and with integrity and
acknowledge that the principles laid down in the Code provide
a widely endorsed model for achieving this. T
he directors seek
to apply the Code principles and the supporting provisions in
a manner proportionate to the group’
s size but, as the Code
permits, reserving the right, when it is appropriate to the
individual circumstances of the company
, not to comply with
certain Code principles and to explain why
.
At the performance evaluation conducted in 2021 and
following a further formal evaluation conducted in the first
quarter of 2022, directors concluded that the board performed
effectively as constituted during 2021 and continues to do so
during 2022 but that it was important to appoint an additional
independent director to replace Irene Chia (who retired as
a director with effect from 31 December 2021) as soon as
practicable. It was further concluded that the diversity of
gender and ethnic backgrounds and complementary skills
of individual board members are appropriate for the size and
strategic direction of the group and for the challenges that it
faces. It was considered that each director brings separate
valuable insights into, variously
, the plantation industry
,
business in Indonesia and the group’
s affairs. T
aking account
of the nature and size of the company and the limited number
of directors on the board, it was concluded that an externally
facilitated board evaluation was not required.
The directors are conscious that the group relies not only on
its shareholders but also on the holders of its debt securities
for the provision of the capital that the group utilises. The
comments below regarding liaison with shareholders apply
equally to liaison with holders of debt securities.
Role and responsibilities of the board
The board is responsible for the proper leadership of
the company in meeting its objectives for the long term
sustainable success of the company
, the community in which it
operates and its shareholders.
The board has a schedule of matters reserved for its
decision which is kept under review
. Such matters include
strategy
, material investments and financing decisions and
the appointment or removal of executive directors and the
company secretary
. In addition, the b
oard is responsible for
ensuring that resources are adequate to meet the group’
s
objectives and for reviewing performance, financial and
operational controls, risk and compliance with the group’
s
policies and procedures with respect to its strategy and
values regarding business ethics, responsible development,
environment and biodiversity conservation, human rights,
diversity
, and health and safety
. Each of these matters is
considered at the group’
s quarterly b
oard meetings with suc
h
discussions informed by exc
hanges with, and information
provided by
, the senior management team as well as by
updates from sustainability and conservation consultants. The
group’
s culture and long history of operating in S
outh East
Asia underpins the policies, standards and procedures that it
employs in seeking to meet the group’
s objectives. The group’
s
local directors, commissioners and minority shareholders are a
valuable resource in ensuring that the culture and conduct of
the group are maintained and appropriately aligned with that
of the region in which it operates.
The c
hairman and managing director (being the chief
executive) have defined separate responsibilities under the
overall direction of the board. The chairman has responsibility
for leadership and effective management of the board
in the discharge of its duties; the managing director has
responsibility for the executive management of the group
overall. Neither has unfettered powers of decision.
Michael St. Clair-George and Rizal Satar are considered by
the board to be independent directors. Further
, the chairman
on appointment was considered to meet the board of
directors’ criteria for independence. There is a regular and
frank dialogue, both formal and informal, between all directors
and senior management and communication is open and
constructive and non-executive directors are able to e
xpress
their views, challenge one another and senior management
and to raise issues or concerns. Executive management is
responsive to feedbac
k from non-executive directors and to
requests for clarification and amplification.
Composition of the board
The board currently comprises the chairman, one e
xecutive
director and four non-executive directors, two of whom the
board considers to be independent. Following the retirement
of Irene Chia from the board, one (representing 0.16 per cent)
of the six members of the board, being the managing director,
is female.
Biographical information concerning each of the directors of
the company is set out under "Board of directors" above. The
variety of backgrounds brought to the board by its members
56
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Corporate governance report
continued
provides perspective and facilitates balanced and effective
strategic planning and decision making for the long-term
success of the company in the context of the company’
s
obligations and responsibilities, both as the owner of a
business in Indonesia and as a U
K listed entity
. In particular,
the board believes that the respective skills and experience of
its members complement each other and that their knowledge
and commitment is of specific relevance to the nature and
geographical location of the group’
s operations.
The group’
s L
ondon office comprises the managing director
and a small number of senior executives, all of whom are
female, managing the company’
s L
ondon listing and liaising
with its European investors, as well as liaising closely with
the senior management team in Indonesia. The Indonesian
management team has day to day responsibility for the
plantation operations and reports to the local president
director
.
Under the company’
s articles of association, any director
who has not been appointed or re-appointed at each of the
preceding two annual general meetings shall retire by rotation
and may submit himself for re-election. This has the eff
ect
that each director is subject to re-election at least once every
three years. Further
, any director appointed during the year
holds office until the next annual general meeting and may
then submit himself or herself for re-election. However
, in
compliance with the Code, all directors are subject to annual
re-election by shareholders.
It is the policy of the company that the board should be
refreshed on the basis that independent non-executive
directors will not normally be proposed for reappointment if,
at the date of reappointment, they have served on the board
for more than nine years. However
, David Blackett, who was
first appointed to the board in 2008 and was appointed
chairman in 2016, has served on the board for more than
nine years. The board is mindful of maintaining a suitable
balance between independence and relevant experience and
considers that, as chairman, David Blac
kett’
s objectivity and
judgement are not compromised by his length of service. The
board considers that the value brought to b
oard proceedings
by David’
s commitment and continuity outweighs other factors.
David fosters healthy discussions at board meetings to ensure
that board decision making is effective and conforms with the
group’
s strategy and objectives. Accordingly
, as explained in
the Directors’ report above, the b
oard has further extended the
chairman’
s term beyond that recommended under the Code,
taking account of the views of fellow directors and of the
company’
s major shareholders.
Directors’ conflicts of inter
est
In connection with the statutory provisions regarding the
avoidance by directors of situations which conflict or may
conflict with the interests of the company
, the b
oard has
approved the continuance of potential conflicts notified by
Richard Robinow
, who absented himself from the discussion
in this respect. Such notifications relate to Ric
hard Robinow’
s
interests as a shareholder in or as a director of companies the
interests of which might conflict with those of the group but
are not at present considered to do so. No other conflicts or
potential conflicts have been notified by directors.
Professional development and advice
In view of their previous relevant experience and, in some
cases, length of service on the board, all directors are familiar
with the financial and operational characteristics of the group’
s
activities. Directors are required to ensure that they maintain
that familiarity and keep themselves fully cognisant of the
affairs of the group and matters affecting its operations,
finances and obligations (including environmental, social
and governance responsibilities). W
hilst there are no formal
training programmes, the board regularly reviews its own
competences, receives periodic briefings on legal, regulatory
,
operational and political developments affecting the group
and may arrange training on specific matters where it is
thought to be required. Directors are able to seek the advice
of the company secretary and, individually or collectively
, may
take independent professional advice at the e
xpense of the
company if necessary
.
Newly appointed directors receive induction on joining the
board and steps are taken to ensure that they become fully
informed as to the group’
s activities.
Information and support
Monthly operational, financial and ESG reports are issued
to all directors for their review and comment. These reports
are augmented by annual budgets and positional papers on
matters of a non routine nature and by prompt provision of
such other information as the board periodically decides that it
should have to facilitate the discharge of its responsibilities.
Board evaluation
A formal rigorous internal evaluation of the performance of the
board, the committees and individual directors is undertaken
annually
. Balance of powers, mix of skills, experience and
knowledge, ongoing contribution to objectives, strategy
,
efficacy
, diversity
, climate c
hange and accountability to key
stakeholders are reviewed by the board as a whole. The
performance of the chairman is appraised by the independent
non-executive directors led by the senior independent
director
. The appraisal process includes assessments
against a detailed set of criteria covering a variety of matters
including how the board works together as a unit, key
board relationships, effectiveness of individual directors
and committees and the commitment and contribution of all
directors in developing strategy and enforcing disciplined risk
management, pursuing areas of concern, if any
, and in addition
setting appropriate commercial, social and environmental
responsibility objectives, the adequacy and timeliness of
information made available to the board and the proportion
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
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57
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
of time allotted for considering financial performance versus
strategic matters.
F
ollowing the 2022 evaluation, the chairman confirmed
the directors’ view that the board is effective as currently
constituted (subject to early appointment of an additional
independent non-executive director to replace Irene Chia
who retired as a director with effect from 31 December
2021) and that the performance of each of the non-e
xecutive
directors continues to be effective. T
he chairman welcomed
the valuable commitment and engagement of all the directors,
each of whom has e
xtensive experience relevant to the
group’
s business and of broader issues that are of relevance
to the group’
s immediate and longer term goals, and was
satisfied that the board performed effectively throughout the
period under review and to date.
Board committees
The board has appointed nomination, audit and remuneration
committees to undertake certain of the board’
s functions, with
written terms of reference whic
h are available for inspection
on the Investors section (under Corporate governance) of
the group’
s website at www
.rea.co.uk and are updated as
necessary
.
Overall, the board considers that the b
oard committees are
of a size that is appropriate to the needs and circumstances
of the company and that the structure of the committees
retains a suitable balance between independence and recent
and relevant financial or industry experience and avoids
unnecessary duplication of the oversight exercised by the
commissioners of R
EA Kaltim (the Indonesian sub-holding
company of all of the group’
s plantation interests) of which a
majority are independent.
There is a committee of the board, currently comprising any
two of the managing director
, the chairman and Ric
hard
Robinow
, to deal with various matters of a routine or executory
nature.
Nomination committee
The members of the nomination committee are David Blac
kett
(chairman) and Mic
hael St. Clair-George. Although David
Blackett has served on the board for more than nine years,
he was independent upon his appointment to the board and
to the nomination committee and, as noted above, the b
oard
considers that his independence is not compromised by
his length of service. Further
, given that the b
oard currently
comprises only six members, it is not considered appropriate
to change membership of the nomination committee at this
time.
The nomination committee is responsible for monitoring
the performance of the executive director and senior
management against agreed performance objectives and
submitting recommendations for the appointment and
removal of directors for approval by the full board. In making
such recommendations, the committee pays due regard to
the group’
s diversity policy and takes into consideration the
ethos of the company and the specific nature and location of
the group operations. Experience and understanding of the
plantation industry and business in Indonesia, including that
from a South East Asian perspective provided by overseas
directors, is an important factor in considering a potential
appointment, whether from an external applicant or as part
of the succession planning process. The committee may use
external consultants to advertise directly for or carry out a
search e
xercise for potential applicants when seeking a new
chairman or directors.
A prospective director’
s availability to devote the time and
attention necessary to support the company’
s long-term
sustainable success is considered vital. It is important that
all directors make periodic visits to the group’
s operations
which are located in a remote rural location in Indonesia,
entailing lengthy and sometimes complex, strenuous travel.
The nomination committee assesses current demands on a
potential director’
s time in addition to the time commitment
and stamina expected of a director
, prior to recommending
their appointment to the board. The board considers whether
a proposed director is able to discharge his duties within
the constraints on the proposed director’
s availability and
preparedness for such a role.
The managing director does not currently hold any other
significant appointment.
Audit committee
The members of the audit committee are detailed in the Audit
committee report below
. From December 2021, the company
has been in compliance with provision 24 of the Code, when
the chairman of the board resigned as a member of the audit
committee leaving the audit committee with two members. The
company constitutes a smaller company for the purpose of
the Code and accordingly an audit committee comprising two
members complies with the requirements of the Code. Both
members have relevant financial expertise and e
xperience.
Given the commitment and specific competencies relevant
to the group’
s business that are required of audit committee
members, the board is satisfied that the committee is
appropriately constituted.
Rizal Satar
, who is one of the two members of the audit
committee, is also chairman of the audit committee of the REA
Kaltim sub group and has primary responsibility for overseeing
audit matters in the region and for reporting back to the audit
committee in London. Membership of the audit committee is
kept under review by the board to ensure that it continues to
remain independent and effective.
As set out in its terms of reference, the audit committee
monitors and reports to the board at each quarterly meeting
on the independence and effectiveness of the internal and
external audit functions, the integrity of financial and narrative
statements and its assessment of risk management and
58
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Corporate governance report
continued
internal control procedures. The audit committee’
s report on its
composition and activities is set out in the "Audit committee
report" below
. This also provides information concerning the
independent external auditor
.
Remuneration committee
The members of the remuneration committee are detailed in
the Directors’ remuneration report below
. The remuneration
committee meets the criteria of the Code as respects
both independence and the composition of remuneration
committees.
The principles, policies and activities of the remuneration
committee are set out in the "Directors’ remuneration
report" below
. This also provides information concerning the
remuneration of the directors and includes details of the basis
upon which suc
h remuneration is determined.
Board pr
oceedings
F
our meetings of the board are scheduled each year
. Other
board meetings are held as required to consider corporate
and operational matters with all directors consulted in
advance regarding significant matters for consideration and
provided with relevant supporting information. Minutes of
board meetings are circulated to all directors. The managing
director is present at full board meetings. Where appropriate,
telephone discussions take place between the chairman and
the other non-executive directors outside the formal meetings.
Committee meetings are held as and when required. All
proceedings of committee meetings are reported to the full
board.
The attendance of individual directors, who served during
2021, at the board meetings held in 2021 is set out below.
Regular
meeting
Ad hoc
meeting
David Blackett
4
1
Irene Chia (retired 31 Dec 2021)
4
1
Carol Gysin
4
1
John Oakley
3
1
Richard Robinow
4
1
Michael St. Clair-George
4
1
Rizal Satar
3
1
In addition, during 2021 there were five meetings of the audit
committee and one meeting of each of the remuneration
committee and nomination committee. All committee meetings
were attended by all of the committee members appointed at
the time of each meeting.
W
hilst all formal decisions are taken at board meetings,
the directors have frequent informal discussions between
themselves and with management and most decisions at
board meetings reflect a consensus that has been reached
ahead of the meetings. One of the directors resides
permanently in the Asia Pacific region and, under normal
circumstances, some U
K based directors travel extensively
.
Since the regular board meetings are fixed to fit in with
the company’
s budgeting and reporting cycle and ad hoc
meetings normally have to be held at short notice to discuss
specific matters that do not fall within the remit of the board
committees, it may not always be practical to fix meeting
dates to ensure that all directors are able to attend each
meeting in person but, when possible, the company organises
a conference facility to facilitate remote attendance. In the
event that a director is unable to attend a meeting in person or
by way of a conference facility
, the company ensures that the
director concerned is fully briefed so that the director’
s views
can be made known to other directors ahead of time and be
reported to, and taken into account, at the meeting.
During the period under review
, to comply with social
distancing and travel restrictions, several meetings were
held entirely by conference facility whic
h proved to be highly
effective. T
he use of conference facilities was not f
elt by
directors to impact adversely the conduct or administration of
meetings or the quality and depth of board discussions and
contributions by individual directors.
Audit, risk and internal control
The board is responsible for the group’
s audit and system
of internal control and for reviewing their effectiveness,
taking account of the views and recommendations of the
audit committee in considering such matters. T
he system is
designed to manage, rather than eliminate, the risk of failure to
achieve business objectives and can only provide reasonable
and not absolute assurance against material misstatement or
loss.
The board has established a continuous process for
identifying, evaluating and managing the principal risks which
the group faces (including risks arising from environmental,
social and governance matters) and considering any such
risks in the context of the group’
s overall strategic objectives.
A robust assessment of the principal and emerging risks,
as set out under "Principal risks and uncertainties" in the
Strategic report above, was conducted by the b
oard on 21
April 2022. The board also regularly reviews the process and
internal control systems, which were in place throughout 2021
and up to the date of approval of this report, in accordance
with the FR
C Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting.
The board attaches importance not only to the process
established for controlling risks but also to promoting an
internal culture in which all group staff are conscious of the
risks arising in their particular areas of activity
, are open with
each other in their disclosure of suc
h risks and combine
together in seeking to mitigate risk. In particular
, the board
has always emphasised the importance of integrity and ethical
dealing and continues to do so, in accordance with the group’
s
policies on business ethics and human rights.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
59
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
P
olicies and procedures in respect of diversity
, human rights
and anti-bribery and corruption are in place for all of the
group’
s operations in Indonesia as set out in the Strategic
report (under the "Employees" section in "Sustainability"
above) as well as in the U
K. These include detailed guidelines
and reporting requirements, a comprehensive, continuous
training programme for all management and employees and
a process for ongoing monitoring and review
. T
o support the
group’
s policies and procedures, a local third party assists with
corporate governance matters and regular anti-bribery training
for employees in Indonesia. Such training covers local and
international standards of good governance and anti-bribery
laws and regulations, with specific reference to the Bribery Act
2010. The group’
s whistleblowing procedure, implemented for
employees in Indonesia, where the majority of the workforce is
based, is managed and facilitated externally by a prof
essional
independent third party firm.
The group has in place measures to ensure that it is compliant
with the U
K General Data Protection Regulation ("UK
G
DP
R") which came into eff
ect on 1 January 2021 and
replaces General Data Protection Regulation (EU) 2016 ("E
U
G
DP
R"), which applied until 31 December 2020 and with
which the group was previously compliant.
The board, assisted by the audit committee and the internal
audit process, reviews the effectiveness of the group’
s
system of internal control on an ongoing basis. The board’
s
monitoring covers all controls, including financial, operational
and compliance controls and risk management. It is based
principally on reviewing reports from management and the
internal audit department (providing such information as the
board requires) and considering whether significant risks are
identified, evaluated, managed and controlled and whether
any significant weaknesses are promptly remedied or indicate
a need for more extensive monitoring. Details of the internal
audit function and the board’
s risk management monitoring
are provided under "Internal audit" and "Risk management and
internal control" in the Audit committee report below
.
Internal audit and reporting
The group’
s internal audit arrangements are described in the
Audit committee report below
.
The group has established a management hierarc
hy which is
designed to delegate the day to day responsibility for specific
departmental functions within each working location, including
financial, operational and compliance controls and risk
management, to a number of senior managers and department
heads who in turn report to the managing director
.
Management reports to the board on a regular basis by way
of the circulation of progress reports, management reports,
budgets and management accounts. Management reports, in
particular as regards finance matters, are also considered by
the audit committee as required. Management is required to
seek authority from the board in respect of any transaction
outside the normal course of trading which is above an
approved limit and in respect of any matter that is likely to
have a material impact on the operations that the transaction
concerns. Monthly meetings to consider operational matters
are held in London and Indonesia and regular meetings are
held between the two offices by way of conference calls. In
normal times, directors based in London make frequent visits
to the overseas operations each year
. The managing director
has a continuous dialogue with the chairman and with other
members of the board.
Diversity and human rights
The group encourages an open approac
h to recruitment,
promotion and career development irrespective of age, gender
,
national origin or professional bac
kground. As noted in the
group’
s "Non-financial information statement" in the Strategic
report above, applicable policies are designed to recognise
and promote this open approach. Substantial progress has
been made in implementing the diversity policy as evidenced
by the composition of the group board, Indonesian subsidiary
boards and senior management, and the recent establishment
of a diversity
, equality and inclusion committee, thus
broadening the scope of the previous gender committee, as
set out in the Strategic report above under the "Employees"
section in "Sustainability". As noted above, following the
retirement of Irene Chia as a non-executive director with
effect from 31 December 2021, the company intends that the
new appointee to the board will be based in S
outh East Asia.
In accordance with the Modern Slavery Act 2015, the group
seeks to ensure that its partners abide by its ethical principles,
including those with respect to slavery as set out in the
policies on human rights and business ethics. All full time
employees, casual workers and third party contractors are
provided with clear terms of engagement, including a defined
notice period for termination and the group’
s policy with
respect to slavery or trafficked labour
. The policy statement
on modern slavery is available on the group’
s website and is
reviewed annually by the board in light of the group’
s policies
and practices. The group is also subject to assessments of
its human rights policies and procedures by major customers
and certification bodies. These audits, which are usually
conducted by independent bodies, cover the management
and governance of human rights, as well as respect for
fundamental rights in the workplace and in the community
.
Relations with stakeholders
The Chairman’
s statement and Strategic report above,
when read in conjunction with the financial statements, the
Directors’ report above and the Audit committee report and
Directors’ remuneration report below are designed to present
a comprehensive and understandable assessment of the
group’
s position and prospects. The respective responsibilities
of the directors and independent auditor in connection
with the financial statements are detailed in Directors’
responsibilities below and in the Independent auditor’
s report.
60
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Corporate governance report
continued
The directors endeavour to ensure that there is satisfactory
dialogue, based on mutual understanding, between the
company and its shareholder body
. The annual report, interim
communications, periodic press releases and such circular
letters to shareholders as circumstances may require are
intended to keep shareholders informed as to progress in
the operational activities and financial affairs of the group.
In addition, within the limits imposed by considerations of
confidentiality
, the company engages with institutional and
other major investors through regular meetings and other
contact in order to understand their concerns. The views of
shareholders are communicated to the board as a whole to
ensure that the board and the b
oard committees maintain a
balanced understanding of shareholder opinions and issues
arising.
All ordinary shareholders may attend the company’
s annual
and other general meetings and put questions to the board. In
addition, while the fixed dividend on the company’
s preference
shares is more than six months in arrear
, all preference
shareholders are similarly entitled to attend the company’
s
annual and other general meetings and put questions to
the board. In the past two directors resided, but currently
one director resides, permanently in the Asia Pacific region.
Moreover the nature of the group’
s business requires that
directors travel frequently to Indonesia. It is therefore not
always feasible for all directors to attend general meetings,
but, under normal circumstances when gatherings of people
are not restricted by health constraints, those directors who
are present are available to talk on an informal basis to
shareholders after the meeting’
s conclusion.
At least twenty working days’ notice is given of the annual
general meeting and related papers are made available to
shareholders at least twenty working days ahead of the
meeting. F
or every general meeting, proxy votes are counted
and details of all proxies lodged for eac
h resolution are
reported to the meeting and made available on the group’
s
website as soon as practicable after the meeting.
Arrangements for the company’
s 2022 annual general
meeting are set out in the accompanying notice of the
forthcoming annual general meeting (the "2022 Notice").
Reference should be made to the 2022 Notice for further
information regarding attendance at the meeting.
The board is mindful of the company’
s other key stakeholders,
specifically employees. Rizal Satar
, who resides in Indonesia
and is also a commissioner (akin to a non-executive director)
of the group’
s principal operating subsidiary in Indonesia
and chairman of the local audit committee, is the designated
non-executive director with responsibility for engagement
with employees, as well as oversight of anti-bribery and
whistleblowing procedures in line with the group’
s policies.
Rizal works with R
EA Kaltim’
s president director
, head of
human resources and head of sustainability to consider
employee issues and periodically attends employee workshops
on the group’
s estates. In addition, Rizal provides the conduit
between the independent whistleblowing facilitator and the
board. Outcomes and findings from employee engagement
and whistleblowing procedures are reported to the local
boards of directors and commissioners and ultimately to
the group’
s main b
oard via the R
EA K
altim audit committee.
This engagement mec
hanism is to ensure that the board
understands the views of all stakeholders and that employee
interests have been considered in board discussions and
decision making in order to promote the long term success of
the company
.
The company maintains its website at www
.rea.co.uk. The
website has detailed information on, and photographs
illustrating various aspects of, the group’
s activities, including
its commitment to sustainability
, conservation work and
managing its carbon footprint. The website is updated
regularly and includes information on the company’
s share
prices and the price of CPO. The company’
s corporate
governance documentation, including the terms of reference
for the audit, nomination and remuneration committees,
are published on the Investors section (under Corporate
governance) of the website. The company’
s results and other
news releases issued via the London Stoc
k Exchange’
s
Regulatory News Service are published on the Investors
section of the website and, together with other relevant
documentation concerning the company
, are available for
downloading.
Approved by the board on 21 April 2022 and signed on behalf
of the board by
D
A
VI
D J B
L
A
C
KETT
Chairman
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
61
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Governance
A
udit committee report
Summary of the role of the audit committee
The terms of ref
erence of the audit committee are available
for download from the Investors section (under Corporate
governance) on the group’
s website at www
.rea.co.uk.
The audit committee’
s duties cover the group as a whole, as
well as the parent company and major subsidiary undertakings,
unless required otherwise by regulations. The audit committee
is responsible for:
monitoring the integrity of the financial statements,
reviewing formal announcements of financial performance
and the significant reporting issues and judgements that
such statements and announcements contain
reviewing the effectiveness of the internal control
functions (including the internal financial controls and
internal audit function in the context of the group’
s overall
risk management system, as well as arrangements
whereby internally raised staff concerns as to financial
reporting and other relevant matters are considered)
making recommendations to the board in relation to the
appointment, reappointment, removal, remuneration and
terms of engagement of the independent external auditor
,
and overseeing the relationship with and reviewing the
audit findings of the independent external auditor
reviewing and monitoring the independence of the
external auditor and the eff
ectiveness of the audit
process.
The audit committee also monitors the engagement of the
independent external auditor to perform non-audit work.
During 2021, non-audit work undertaken by the independent
auditor was, as in the previous year
, routine compliance
reporting in connection with covenant obligations applicable
to certain group loans (as respects which the governing
instruments require that such compliance reporting is
carried out by the independent auditor). The audit committee
considered that the limited nature and scope of, and
remuneration payable in respect of, these engagements were
such that the independence and objectivity of the auditor
was not impaired. F
ees payable are detailed in note 5 to the
consolidated financial statements. M
HA MacIntyre Hudson
("M
HA"), will undertake covenant compliance tasks during
2022, subject to their reappointment at the 2022 AGM.
The members of the audit committee disc
harge their
responsibilities by formal meetings and informal discussions
between themselves, meetings with the independent external
auditor
, with the internal audit function in Indonesia and with
management in Indonesia and London and by consideration
of reports from management, the Indonesian audit committee
and the independent external auditor
. Meetings have
continued to take place (albeit at times remotely), throughout
the period of the Covid pandemic.
The committee provides advice and recommendations to the
board with respect to the financial statements to ensure that
these offer fair
, balanced, understandable and comprehensive
information for the purpose of informing and protecting the
interests of the company’
s shareholders.
Composition of the audit committee
The audit committee currently comprises Mic
hael St. Clair-
George (chairman) and Rizal Satar
. Both are considered by the
directors to have relevant financial and professional e
xpertise
and experience, as well as e
xperience of the business sector
and region in which the company operates, to be able to
fulfil their specific duties effectively with respect to the audit
committee. The e
xperience of each member of the committee
is described under "Board of directors" above.
Meetings
Three audit committee meetings are sc
heduled each year to
match the company’
s budgeting and reporting cycle. Additional
ad hoc meetings are held to discuss specific matters when
required, including meetings called at the request of the
independent external auditor
.
Significant issues related to the financial statements
The committee reviewed the half year financial statements
to 30 June 2021 (on which the independent auditor did not
report) and the full year consolidated financial statements
for 2021 (the "2021 financial statements") contained in this
annual report. The e
xternal audit report on the latter was
considered together with a paper to the committee by the
independent auditor reporting on the principal audit findings.
The audit partner of MHA responsible for the audit of the
group attended the audit planning meeting prior to the year
end as well as the meeting of the committee at which the
full year audited consolidated financial statements were
considered and approved. Senior members of staff of M
HA
who were involved in the audit also attended the meetings.
A review conducted by the Financial Reporting Council
("FR
C") during 2021 of the audit of the company’
s financial
statements for the year ended 31 December 2019 noted that
the company had not disclosed in those financial statements
the amounts of interest receivable in respect of loans to
the stone and coal concession holding companies that had
not been recognised during the year or cumulatively as a
result of provisions being made against such amounts. T
he
committee accepted that such amounts should be disclosed
and, accordingly
, the half year financial statements to 30 June
2021 and the 2021 financial statements provide disclosure of
such amounts with comparatives.
62
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
A
udit committee report
continued
Later in 2021 the Corporate Reporting Review ("CR
R")
team of the FR
C reviewed the company’
s annual report and
accounts to 31 December 2020. It requested the following
from the company:
an undertaking that the company will disclose more
information about its loan covenant arrangements in
future if there are instances of breaches or potential
breaches of covenant terms
an explanation of several inconsistencies in the reported
amounts for items recognised in the consolidated
statement of comprehensive income ("SO
CI") clarification
of potential obligations to which the company is
exposed as a result of the ongoing tax disputes with the
Indonesian tax authorities and how they are reflected in
the annual accounts
further information about the balance reported as
"advance payment of taxation"
further explanation of the e
xpenditure capitalised as
property
, plant and equipment from administrative
expenses.
Based on the responses from the company
, it has been
agreed as follows:
to disclose more information about loan covenant
arrangements in accordance with I
FR
S 7 in the future
if there are instances of breaches or potential breac
hes
of covenant terms (while noting all covenant tests were
passed in 2021)
to provide restated comparatives for 2020 to reflect the
following errors identified, principally in the 2020 SO
CI,
following consideration of the inconsistencies noted by
the FR
C:
o
all items within the deferred tax balance sheet
movement totalling $8.6 million were recognised
in the consolidated income statement ("CI
S") and
separately $1.8 million was recognised in the
consolidated statement of comprehensive income
("SO
CI"). This resulted in a duplication of an item that
should have only been recognised in the CI
S of $1.8
million and a duplication of an item that should only
have been recognised in the SO
CI of $0.1 million.
The def
erred tax balance in the consolidated balance
sheet was correctly stated as both of these deferred
tax errors were reversed in the SO
CI within exchange
differences on translation of foreign operations ($1.9
million)
o
although the actuarial loss for the year of $0.6
million was correctly booked in retirement benefit
obligations in the consolidated balance sheet, it
was not recognised correctly in the SO
CI; this error
was then reversed in the SO
CI within exchange
differences on translation of foreign operations. In
addition, there was an error of $0.2 million in the
booking of balances relating to actuarial losses
o
exc
hange differences on translation of foreign
operations in the SO
CI were incorrectly stated by
virtue of the inclusion of the reversals relating to
the deferred tax and actuarial loss errors ref
erred
to above; the actual overall exchange diff
erences
were correctly recognised in the translation and
non-controlling interest reserves in the consolidated
balance sheet
o
for one subsidiary an amount of new capital
subscribed during the year of $1.2 million was
incorrectly allocated between controlling and non-
controlling interests; the above noted errors also
resulted in a misallocation of items in the SO
CI
between controlling and non-controlling interests;
this meant that the split of reserves between equity
and non-controlling interests in the consolidated
balance sheet was incorrectly stated
to make disclosures and quantification of amounts in
respect of tax disputes clearer
, in particular that there are
no potential obligations to which the company is e
xposed
which are not provided in the accounts
to change the presentation of current tax assets so that
they are presented as a line item in the balance sheet,
2020 comparatives have also been restated.
In respect of the scope and limitations of the review
, the FR
C
informed the company that their review was based on the
annual report and accounts of the group and did not benefit
from detailed knowledge of its business or an understanding
of the underlying transactions entered into. It was, however
,
conducted by staff of the FR
C who have an understanding
of the relevant legal and accounting framework. The
communication and findings of the FR
C are not relied upon
by the company nor should be relied upon by third parties,
including but not limited to investors and shareholders, for
assurance purposes on the correctness in all material respects
of the annual report or accounts.
The committee wishes to record its thanks to the FRC for its
helpful advice.
In relation to the group’
s audited 2021 financial statements,
the committee considered the significant accounting and
judgement issues set out opposite.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
63
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Significant accounting and judgement issues
Issues
Relevant considerations
The group has reviewed the def
erred tax liability that is
recognised in the consolidated financial statements as
a result of differences between the carrying amounts of
financial assets and liabilities in those statements and the
corresponding fiscal balances used in reporting taxable results
The computation of def
erred tax liabilities is complicated by
the complexity of Indonesian tax legislation and by the e
xtent
of differences between group and local carrying amounts that
have accumulated over many years, in part due to the past
requirements of IAS 41 to restate plantings at fair value for
group reporting purposes.
V
aluation of stone and coal loans: the value of these loans
is based on the ability of the stone and coal concession
companies to generate revenue in the future
Coal mining resumed in PT Indo Pancadasa Agrotama ("IP
A")
in 2021. T
o date there have been three coal shipments,
together amounting to 94,500 tonnes. Production from the
pit in the southern part of the I
P
A concession is expected to
continue at a rate of 30,000 tonnes per month. Economically
mineable coal in this pit is estimated at 400,000 tonnes.
F
ollowing recent exploratory drilling, development of a mine
plan for reopening the pit that was previously mined in the
northern part of the I
P
A concession is in progress.
I
P
A budgeted an average direct mining and barging cost
for coal in this pit during 2022 of less than $110 per tonne.
Recent increases in diesel prices may
, however, result in an
actual cost per tonne over 2022 that is above budget. Selling
prices of the first shipments from I
P
A have ranged between
$212 and $340 per tonne (delivered FOB vessel). As a
result of the profit participation agreed with I
P
A
s contractor
,
the profit contribution from I
P
A coal sales (representing the
excess of the net proceeds of suc
h sales over the direct costs)
is shared between I
P
A and the contractor in the approximate
proportion 70:30.
F
ollowing agreement in 2020 with a neighbouring coal
company PT Aragon T
ambang Pratama's ("A
TP") project to
supply andesite for the new road planned to be built by that
company from its coal concession area through the company's
estates is now being progressed. At the end of 2021, A
TP
signed an in principle agreement with the coal mining
company in question pursuant to which the coal company
intends to purchase 1 million metric tonnes of andesite stone
from A
TP over a period of 24 months. A
TP will also supply
stone for infrastructure projects in the group’
s agricultural
operations. Negotiations for the appointment of a contractor to
operate the quarry are currently being finalised and quarrying
is expected to commence later in 2022.
Looking further ahead, local civil works for government
projects in East Kalimantan, suc
h as the recently approved
proposal to move the Indonesian capital from Java to East
Kalimantan, are likely to require substantial quantities
of crushed stone. Construction of the new capital, to be
called Nusantara (meaning "archipelago"), is reported to be
commencing in the near future with the relocation beginning
in 2024.
Revenue recognition relating to forward sales
Any forward sales made by the group are priced relevant to
benchmarks at the time of delivery and so are not at fixed
prices.
64
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
A
udit committee report
continued
Issues
Relevant considerations
Land titles: the group has reviewed the estimated economic
life of its non-current plantation operating assets to assess
whether or not they should be depreciated
The committee has considered and taken independent advice
regarding Indonesian land tenure law and regulations as
applied to oil palm plantations.
The Indonesian system of land tenure for agricultural purposes
("Hak Guna Usaha" or "HG
U") gives the licensee rights to
occupy for periods of up to 35 years, followed by an extension
and then further renewals of between 25 and 35 years. The
directors have concluded that acquiring an HG
U represents
the in-substance purchase of an item of property
, plant and
equipment. T
o reach this conclusion the directors have made
the judgements that the initial payment to acquire an HG
U
is consistent with a payment to purchase the land and valid
renewal requests are always granted by the Indonesian
administration (at least until a significant change in law or
government policy occurs).
The alternative is to treat an HG
U as the lease of land rights
and so depreciate the cost over the period of the HG
U. Either
treatment requires review of whether or not these assets are
impaired at period ends.
From 1 January 2017, the group moved to a position of
considering land titles (previously known as "pre-paid
operating lease rentals") as a class of fixed assets with no
amortisation, bringing the group’
s treatment into line with
other companies in the oil palm sector
. Previously
, the group
had amortised the pre-paid operating lease rentals at group
level although Indonesian standards had not required any
amortisation in the local accounts.
Land rights in the past have been generally renewed without
issue and it is a reasonable assumption that HG
Us will
continue to be renewed or extended. F
urther
, land suitable
for oil palm development and subject to HG
Us can be
readily bought and sold. Accordingly
, and taking account
of independent advice, the committee considers that the
group should continue to adopt the policy that land titles are
treated as fixed assets with no amortisation, in line with local
treatment and with other oil palm groups.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
65
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
In its review of the annual report and the consolidated
financial statements, the committee considered management’
s
submissions on the matters above, together with the
conclusions reached by the independent auditor
, to ensure
that the annual report and the consolidated financial
statements are fair
, balanced and understandable and provide
sufficient information to enable shareholders to make an
assessment of the group’
s position, performance, business
model and strategy
.
External audit
The independent e
xternal auditor
, M
HA MacIntyre Hudson
("M
HA") (a member firm of Baker Tilly International), was
appointed as the group’
s external auditor in 2020, following
approval of their appointment by the company’
s shareholders
at the annual general meeting held in 2020. Rakesh Shaunak
is the group’
s audit engagement partner
.
The company’
s former audit engagement partner of Deloitte
LL
P was required to step down at the conclusion of the
2019 audit after five years as the group’
s audit partner
in accordance with the ethical standards of the Financial
Reporting Council. Further
, a new audit firm (an associate firm
of Baker Tilly International) was appointed as auditors of the
R
EA Kaltim sub-group in 2019, following the dissolution of
the Indonesian audit firm (part of the Deloitte LL
P group) that
formerly audited the R
EA Kaltim sub-group. It was therefore
considered that a change of audit firm for the group in 2020
was appropriate and that the new independent auditor should
be the U
K associate of Baker Tilly International.
The audit committee meets the independent e
xternal auditor
regularly each year to consider the annual audit plan, specific
auditing and accounting matters and the independent auditor’
s
report to the committee. In its assessment of the independent
external auditor
, the audit committee considered the following
criteria and confirmed that it was satisfied that such criteria
had been met:
delivery of a thorough and efficient audit of the group in
accordance with agreed plans and timescales
provision of accurate, relevant and robust advice on,
and challenge of, key accounting and audit judgements,
technical issues and best practice
the degree of professionalism and e
xpertise
demonstrated by the audit staff
sufficient continuity planned for within the core audit team
adherence to independence policies and other regulatory
requirements.
Risk management and internal control
The board of the company has primary responsibility for the
group’
s risk management and internal control systems. On
behalf of the board, at each meeting the committee conducts
a robust assessment of principal, prospective and emerging
risks faced by the group and makes recommendations to the
board accordingly
. Such risks, and the assessment thereof
are set out under "Principal risks and uncertainties" in the
Strategic report above and are reflected in the "Viability
statement" and "Going concern" in the Directors’ report above.
The audit committee supervises the internal audit function,
which forms a key component of the control systems, and
keeps the systems of financial, operational and compliance
controls generally under review
. Any deficiencies identified are
drawn to the attention of the board. The committee is satisfied
that the group’
s systems are effective and sufficient for their
purpose.
Internal audit
The group’
s Indonesian operations have an internal audit
function supplemented where necessary by the use of
external consultants. T
he function issues reports on each
internal audit topic for consideration by the audit committee
in Indonesia. Report summaries and remedial actions are
submitted for consideration to the group audit committee.
An internal audit programme is agreed at the beginning
of each year and supplemented by special audits through
the year as and when directed by management. In addition,
follow-up audits are undertaken to ensure that necessary
remedial action has been taken. Internal audit work continued
throughout 2021, in accordance with the internal audit
programme agreed with the committee. In the opinion of the
audit committee and the board, there is no need for an internal
audit function outside Indonesia due to the limited nature of
the non-Indonesian operations.
Approved by the audit committee on 21 April 2022 and
signed on behalf of the committee by:
M
IC
HAE
L A ST
. C
LAI
R-G
E
OR
G
E
Chairman of the audit committee
66
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Directors’ remuneration report
This report has been prepared in accordance with Sc
hedule 8 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (the "Regulations") as amended. The report is split into three main sections: the
statement by the chairman of the remuneration committee, the annual report on remuneration and the policy report. T
he annual
report on remuneration provides details of directors’ remuneration during 2021 and certain other information required by the
Regulations. The annual report on remuneration, e
xcluding the policy report, will be put to an advisory shareholder vote at the
company’
s 2022 annual general meeting. The remuneration policy detailed in the policy report is unc
hanged from the policy
that was previously approved at the company’
s 2021 annual general meeting.
The Companies Act 2006 requires the independent auditor to report to shareholders on certain parts of the annual report
on remuneration and to state whether
, in their opinion, those parts of the report have been properly prepared in accordance
with the Regulations. The parts of the annual report on remuneration that have been audited are indicated in that report. T
he
statement by the chairman of the remuneration committee and the policy report are not subject to audit.
Statement by Michael St. Clair-George, c
hairman of the remuneration committee
The succeeding sections of this directors’ remuneration report cover the activities of the remuneration committee during
2021 and provide information regarding the remuneration of executive and non-e
xecutive directors. In particular
, the report is
designed to compare the remuneration of directors with the performance of the company
.
The group’
s policy on remuneration is designed to be clear
, simple and consistent with the group’
s values. T
he committee
believes that remuneration should continue to motivate and reward individual performance in a way that supports the best
long term interests of the company
, its shareholders and stakeholders. The committee considers that executive remuneration
is consistent with such policy and that the award of any bonus, which is wholly discretionary and currently the only variable
element of remuneration for the sole executive director
, takes account of the group’
s targets and objectives.
The policy and principles applied by the remuneration committee in fixing the appropriate remuneration of the sole e
xecutive
director take account of the company’
s strategy
, commercial goals and achievements as well as its sustainability objectives in
furtherance of the long term success of the company
. In addition, the committee takes into consideration external guidance and
benchmarks, including annual publications by leading audit firms regarding directors’ remuneration in smaller (FT
S
E SmallCap)
companies, as well as remuneration awards for senior managers of the company in Indonesia and London.
In considering a bonus for the managing director (being the sole executive director) in respect of 2021, the committee
confirmed the importance of striking an appropriate balance between positive and negative factors, reward and incentive in the
context of the group’
s financial and share price performance in 2021. T
he committee noted: adaptations made to address the
challenges and c
hanging demands as a consequence of the Covid pandemic, the overall improvement in the group’
s operational
and financial performance, successful completion of the refinancing of bank facilities in Indonesia, with reduced interest rates
and extended maturities, human resource initiatives including succession planning in Indonesia and the UK, developments
in the stone and coal interests that commenced operation in 2022 and further progress with the group’
s ES
G programme,
sustainability benchmarks suc
h as SPOTT
, and G
H
G reporting in accordance with the new requirements.
The committee reflected these factors in awarding the managing director’
s bonus in respect of 2021 and setting the executive
remuneration and specific objectives for 2021. The committee considers that it has struc
k an appropriate balance between
reward and incentive in approving the remuneration package of the managing director for 2022.
Annual report on r
emuneration
The information provided below under "Single total figure of remuneration for eac
h director", "P
ension entitlements", "Scheme
interests" and "Directors’ shareholdings" has been audited.
Single total figure of remuneration for each director
The remuneration of the e
xecutive and non-executive directors for 2020 and 2021 was as follows (stated in sterling as all the
directors are remunerated in sterling). There was no remuneration in respect of any long term incentive plan in 2021 or 2020.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
67
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
2021
Salary
and fees
(fixed)
£’000
All taxable
benefits
(fixed)
£’000
*
Annual
bonus
(variable)
£’000
**
P
ensions
(fixed)
£’000
***
T
otal
£’000
Managing director
C E Gysin
348.1
31.5
145.0
13.9
538.5
Chairman and non-executive directors
D J Blackett
103.0
103.0
I Chia
28.0
28.0
J C Oakley
98.0
98.0
R M Robinow
103.0
10.0
113.0
R Satar
30.5
30.5
M A St. Clair-George
30.5
30.5
T
otal
741.1
41.5
145.0
13.9
941.5
2020
Salary
and fees
(fixed)
£’000
All taxable
benefits
(fixed)
£’000
*
Annual
bonus
(variable)
£’000
**
P
ensions
(fixed)
£’000
***
T
otal
£’000
Managing director
C E Gysin
348.1
32.2
100.0
13.9
494.2
Chairman and non-executive directors
D J Blackett
100.0
100.0
I Chia
27.0
27.0
J C Oakley
127.0
127.0
R M Robinow
100.0
8.5
108.5
R Satar
29.5
29.5
M A St. Clair-George
29.5
29.5
T
otal
761.1
40.7
100.0
13.9
915.7
*
T
ypes of benefit: health insurance, rental accommodation
**
In respect of the applicable year (awarded in the subsequent year)
***
Contributions to auto enrolment workplace pension
F
ees paid to Michael St. Clair-George and Rizal Satar in 2020 and 2021 included additional remuneration at the rate of
£2,500 per annum in respect of their membership of the audit committee. F
ees paid to John Oakley in 2020 and 2021 include
additional remuneration for his assistance with various operational projects. Such additional duties ceased at the end of 2021.
Pension entitlements
In the past, executive directors were eligible to join the R.E.A. P
ension Scheme, a defined benefit scheme of whic
h details are
given in note 35 to the consolidated financial statements. That sc
heme is now closed to new members and it is no longer the
policy of the company to offer pensionable remuneration to directors, e
xcept to the extent required under local legislation.
Mr Oakley (who was aged 73 at 31 December 2021) is a pensioner member of the scheme. Details of Mr Oakley’
s annual
pension entitlement are set out below:
£
In payment at beginning of year
81,464
Increase during the year
488
In payment at end of year
81,952
Scheme interests awarded during the financial year
There were no sc
heme interests awarded during the financial year
.
68
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Directors’ remuneration report
continued
Directors’ shareholdings
There is no requirement for directors to hold shares in the company
.
At 31 December 2021, the interests of directors (including interests of persons connected with directors) in the 9 per cent
cumulative preference shares of £1 eac
h, ordinary shares of 25p each of the company and warrants to subscribe ordinary
shares were as set out in the table below:
Directors
Pref
erence
shares
Ordinary
shares
W
arrants to
subscribe
ordinary
shares
D J Blackett
250,600
131,144
I Chia
1,000
C E Gysin
91,957
2,132
J C Oakley
442,493
R M Robinow
100,000
13,046,587
1,734,330
M A St. Clair-George
2,108
129,371
There have been no c
hanges in the interests of the directors between 31 December 2021 and the date of this report.
Scheme interests
No director currently holds any scheme interests in shares of the company and there is no current intention that any suc
h
interests should be granted.
A long term incentive plan (the "2015 scheme") was approved by shareholders in June 2015. T
he 2015 scheme is linked to
the market price performance of ordinary shares in the company
, designed with a view to participation over the long term in
value created for the group.
Under the 2015 scheme, participants are awarded potential entitlements over notional ordinary shares of the company
. These
potential entitlements then vest to an extent that is dependent upon the ac
hievement of certain targets. V
ested entitlements are
exercisable in whole or part at any time within the six years following the date upon whic
h they vested. On exercising a vested
entitlement, a participant receives a cash amount for each ordinary share over whic
h the entitlement is exercised, equal to the
excess (if any) of the market price of an ordinary share on the date of e
xercise over the price at which the entitlement was
granted, subject to adjustment for subsequent variations in the share capital of the company in accordance with the rules of the
plan.
The 2015 sc
heme provides that the vesting of a participant’
s potential entitlements to notional ordinary shares be determined
by key performance targets with each performance target measured on a cumulative basis over a designated performance
period. T
argets for any award made under the 2015 scheme are subject to adjustment at the discretion of the remuneration
committee where, in the committee’
s opinion, warranted by actual performance.
The e
xercise of vested entitlements depends upon continued employment with the group. In accordance with scheme rules, if a
participant leaves, he may exercise a vested entitlement within six months of leaving.
In the event of a change in control of the company as a result of a takeover off
er or similar corporate event, vested entitlements
would be exercisable for a period of one month following the date of the c
hange of control or other relevant event (as
determined by the remuneration committee).
Performance graph and managing director remuneration table
The following graph shows the company’
s performance, measured by total shareholder return, compared with the performance
of the FT
SE All Share Index also measured by total shareholder return. The FT
S
E All Share index has been selected for this
comparison as there is no index available that is specific to the activities of the company
.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
69
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
2
012
2
013
2
014
2
015
2
016
2
017
2
018
2
019
202
1
2020
FTSE All-Share (G
B
P)
FT Index
REA
0
50
10
0
15
0
200
250
Record of remuneration of the managing director
The table below provides details of the remuneration of the managing director over the ten years to 31 December 2021.
Managing director’
s remuneration
Single figure
of total
remuneration
£’000
Annual
bonus
pay-out
against
maximum
%
Long term
incentive
vesting rates
against
maximum
opportunity
%
2021
C E Gysin
538.5
83
N
/A
2020
C E Gysin
494.2
57
N
/A
2019
C E Gysin
439.8
35
N
/A
2018
C E Gysin
473.3
67
N
/A
2017
C E Gysin (for the period 21 F
ebruary to 31 December 2017)
400.3
50
N
/A
2017
M A P
arry (for the period 1 January to 20 F
ebruary 2017*)
412.8
N
/A
N
/A
2016
M A P
arry
617.3
92
N
/A
2015
M A P
arry
541.7
88
N
/A
2015
J C Oakley
473.9
60
N
/A
2014
J C Oakley
453.3
67
N
/A
2013
J C Oakley
488.8
65
N
/A
2012
J C Oakley
499.5
71
N
/A
* Includes £200,000 ex gratia payment for loss of office pursuant to a resolution of shareholders in 2017
Percentage change in remuneration of the managing director
The table below shows the percentage c
hanges in the remuneration of the managing director and in the average remuneration
of certain senior management and executives in Indonesia between 2020 and 2021. T
he selected comparator employee group
is considered to be the most relevant taking into consideration the nature and location of the group’
s operations. Using the
entire employee group would involve comparison with a workforce in Indonesia, whose terms and conditions are substantially
different from those pertaining to employment in the UK. In order to achieve a meaningful comparison, the 2020 remuneration
of the selected comparator employee group has been restated to reflect only the remuneration in that year of those employees
comprising the 2021 selected comparator employee group. The 2020 remuneration of the selected group has also been
restated at prevailing average exc
hange rates for 2021 so as to eliminate distortions based on exc
hange rate movements of
the rupiah and dollar against sterling.
70
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Directors’ remuneration report
continued
Percentage change in managing director’
s remuneration
2021
£’000
2020
£’000
change
%
Salary
348.1
348.1
Benefits
31.5
32.2
(2.2)
Annual bonus
145.0
100.0
45.0
P
ension
13.9
13.9
T
otal
538.5
494.2
9.0
Percentage change in average remuneration of selected employee group
2021
£’000
2020
£’000
change
%
Salary
220.7
215.0
2.7
Benefits
17.9
17.3
3.9
Annual bonus
57.8
49.4
16.9
T
otal
296.4
281.7
5.2
Relative importance of spend on pay
The graph below shows the movements between 2020 and 2021 in total employee remuneration, cost of goods sold and
ordinary and preference dividends. Cost of goods sold has been selected as an appropriate comparator as it provides a
reasonable measure of the growth in the group’
s activities.
Employee remuneration costs for 2021 are shown before a one off credit of $2.7 million (see note 35 to the consolidated financial statements) relating
to Indonesian retirement obligations. The future liability was reduced following a c
hange in labour legislation
Functions of the remuneration committee
The remuneration committee currently comprises independent non-e
xecutive directors, Michael St. Clair-George (c
hairman) and
Rizal Satar
. The committee sets the remuneration and benefits of the e
xecutive directors. The committee is also responsible for
long term incentive arrangements, if any
, for key senior executives in Indonesia.
The committee does not use independent consultants but takes into consideration e
xternal guidance, including annual
publications by leading audit firms regarding directors’ remuneration in smaller (FT
SE SmallCap) companies. The chairman
plays no part in the discussion of his own remuneration, which is a matter for determination between the other member of the
committee and fellow directors.
2021
2020
T
otal employee remuneration
Cost of goods sold
Ordinary and preference dividends
6%
20%
$’m
100%
2021
2020
2021
2020
0
10
20
30
40
50
60
70
80
90
100
110
120
130
140
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
71
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Service contracts of directors standing for re-election
David Blackett, Carol Gysin, John Oakley
, Richard Robinow
, Rizal Satar and Michael St. Clair-George are proposed for re-
election at the forthcoming annual general meeting. Carol Gysin, the managing director and sole executive director has a
service contract of which the une
xpired term is nine months. All the non-executive directors have contracts for services to the
company which are terminable at will by either party
.
Statement of voting at general meeting
At the annual general meeting held on 10 June 2021, votes lodged by pro
xy in respect of the resolution to approve the 2020
directors’ remuneration report were as follows:
V
otes
for
P
ercentage
for
V
otes
against
P
ercentage
against
T
otal
votes cast
V
otes
withheld
V
oting on remuneration report*
47,801,203
99.7
141,570
0.3
47,942,773
22,926
* Includes votes in respect of both ordinary and preference shares
The company pays due attention to voting outcomes. W
here there are substantial votes against resolutions in relation to
directors’ remuneration, relevant information pertaining to such votes will be published on the group’
s website, the reasons for
any such vote will be sought, and any actions in response will be detailed in the ne
xt directors’ remuneration report.
Policy Report
The information provided in this part of the directors’ remuneration report is not subject to audit.
The remuneration policy detailed below was approved at the company’
s 2021 annual general meeting on 10 June 2021 in
accordance with the Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013 requiring all companies
to put their remuneration policy to shareholders for approval at least every three years. The policy is unc
hanged from the policy
approved by shareholders on 10 June 2021. The remuneration of directors approved in respect of 2022 is consistent with this
policy
.
Future policy tables
The table below provides a summary of the key components of the company’
s policy in respect of the remuneration pac
kage
for each e
xecutive director
. In determining and implementing such policy
, the company seeks to ensure that arrangements are
clear and transparent, straightforward, predictable as regards the range of any discretionary awards, and proportionate in terms
of targets and values in the context of the company’
s business and strategy
. It is not the policy of the company to provide for
possible recovery after payment of directors’ remuneration except in respect of awards under the 2015 long term incentive
plan (of which, currently
, there are none).
Purpose
Operation
Opportunity
Applicable performance
measures
Executive directors
Salary and
fees
T
o provide a competitive
level of fixed remuneration
aligned to market
practice for comparable
organisations, reflecting
the demands, seniority
and location of the
position and the expected
contribution to achievement
of the company’
s strategic
objectives
Reviewed annually with
annual increases effective
from 1 January by reference
to: the rate of inflation,
specific responsibilities and
location of the executive,
current market rates for
comparable organisations,
rates for senior employees
and staff across the
operations, and allowing for
differences in remuneration
applicable to different
geographical locations
W
ithin the second or
third quartile for similar
sized companies
None
72
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Directors’ remuneration report
continued
Purpose
Operation
Opportunity
Applicable performance
measures
Executive directors
T
axable
benefits
T
o attract, motivate, retain
and reward fairly individuals
of suitable calibre
Benefits customarily
provided to equivalent senior
management in their country
of residence
The cost of providing
the appropriate benefits,
subject to regular review
to ensure that such
costs are competitive
None
Annual
bonus
T
o incentivise performance
over a 12
month period,
based on achievements
linked to the company’
s
strategic objectives
Annual review of
performance measured
against prior year progress
in corporate development,
both commercial and
financial, and including
objectives relating
to sustainability and
governance
Up to a maximum of
50per cent of annual
base salary
A range of objectives for
the respective director
,
reflecting specific goals
for the relevant year
,with
weighting assessedannually
on a discretionary basis
depending upon the
dominant influences during
the year to which a bonus
relates
Long term
incentives
T
o provide incentives, linked
to ordinary shares, with a
view to participation by the
director over the long term
in the value that a director
helps to create for the group
The grant of rights to
acquire shares or to
receive cash payments
vesting by reference to
the achievement over a
defined period of certain key
performance targets
Cumulative unvested
awards, measured at
face value on dates
of grant, limited to
150 per cent of
prevailing annual base
salary (200percent
in exceptional
circumstances)
T
otal shareholder return,
cost per tonne of CPO
produced, and the annual
extension planting rate
achieved in proportions
considered at the
remuneration committee’
s
discretion appropriate to
the company’
s objectives
at the time of making any
award
P
ensions
Compliance with prevailing
legislation
Compliance with prevailing
legislation
Compliance with
prevailing legislation
None
Non-executive directors
F
ees
T
o attract and retain
individuals with suitable
knowledge and experience
to serve as directors of a
listed U
K
company engaged
in the plantation business in
Indonesia
Determined by the board
within the limits set by the
articles of association and
by reference to comparable
organisations and to the
time commitment expected;
reviewed annually
F
ees for
additional
duties
An additional flat fee in
each year in respect of
membership of certain
committees and additional
fees in respect of particular
services performed
Determined by the board
having regard to the time
commitment expected and
with no director taking part
in the determination of such
additional remuneration in
respect of himself; reviewed
annually
T
axable
benefits
Continuance of previously
agreed arrangements
The provision of private
medical insurance, subject
to regular review to ensure
that the cost is competitive
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
73
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
The policies on remuneration set out above in respect of executive directors are applied generally to the senior management
and executives of the group but adjusted appropriately to reflect the position, role and location of an individual. Remuneration of
other employees, almost all of whom are based in Indonesia, is based on local and industry benchmarks for basic salaries and
benefits, subject as a minimum to an annual inflationary adjustment, and with additional performance incentives as and where
this is appropriate to the nature of the role.
Approach to recruitment remuneration
In setting the remuneration package for a newly appointed e
xecutive director
, the committee will apply the policy set out above.
Base salary and bonuses, if any
, will be set at levels appropriate to the role and the experience of the director being appointed
and, together with any benefits to be included in the remuneration package, will also take account of the geographical location
in which the e
xecutive is to be based. The maximum variable incentive whic
h may be awarded by way of annual bonus will be
50 per cent of the annual base salary and by way of long term incentive will be 150 per cent of annual base salary
, except in
exceptional circumstances when the maximum long term incentive would be 200 per cent of annual base salary
.
In instances where a new executive is to be domiciled outside the United Kingdom, the company may provide certain relocation
benefits to be determined as appropriate on a case by case basis taking account of the specific circumstances and costs
associated with such relocation.
Directors’ service agreements and letters of appointment
The company’
s policy on directors’ service contracts is that contracts should have a notice period of not more than one year and
a maximum termination payment not exceeding one year’
s salary
. No director has a service contract that is not fully compliant
with this policy
.
Contracts for the services of non-executive directors may be terminated at the will of either party
, with fees payable only to
the extent accrued to the date of termination. Continuation of the appointment of eac
h non-executive director depends upon
satisfactory performance and re-election at annual general meetings in accordance with the articles of association of the
company and the provisions of the U
K Corporate Governance Code.
Carol Gysin has two service agreements whereby her working time and remuneration are shared between two employee
companies to reflect the division of responsibility between different parts of the group. T
he contracts state that her appointment
shall continue until automatically terminated on 31 January 2023 without the need for notice unless it is previously terminated
by either party giving the other at least 12 months’ prior written notice expiring before 31 January 2023. As at the date
of this report, the unexpired term under Carol Gysin’
s contracts was nine months. T
he nomination committee will consider
the arrangements in respect of Carol Gysin prior to 31 December 2022, so as to leave sufficient time to make suitable
arrangements to ensure continuity for the company and its shareholders.
Illustration of application of remuneration policy
The c
hart below provides estimates of the potential remuneration receivable pursuant to the remuneration policy by the
managing director (being the only executive director) and the potential split of suc
h remuneration between its different
components (being the fixed component, the annual variable component and the long term variable component) under three
different performance scenarios: minimum, in line with e
xpectations and maximum. The long term variable component in
respect of 2021 is nil.
74
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Directors’ remuneration report
continued
Managing director
0
10
0
200
300
400
500
600
Minimum
remuneration
receivable
Fixed pay
Annual bonus
In line with
expectations
Maximum
remuneration
receivable
394
48
1
568
1
00%
82%
18
%
69%
31
%
£’000
The figures reflected in the c
hart above have been calculated against the policies that were applicable throughout 2021 and on
the basis of remuneration payable in respect of 2022.
Payment for loss of office
It is not company policy to include provisions in directors’ service contracts for compensation for early termination beyond
providing for an entitlement to a payment in lieu of notice if due notice is not given.
The company may cover the reasonable cost of repatriation of any e
xpatriate executive director and the director’
s spouse in the
event of termination of appointment, other than for reasons of misconduct, and provided that the move back to the director’
s
home country takes place within a reasonable period of such termination.
Consideration of employment conditions elsewhere in the company
In setting the remuneration of executive directors, regard will be had to the levels of remuneration of e
xpatriate employees
overseas and to the increments granted to employees operating in the same location as the relevant director
. Employee
views are not specifically sought in determining this policy
. Employee salaries will normally be subject to the same inflationary
adjustment as the salaries of executive directors in their respective locations.
Shareholder views
Shareholders are not specifically consulted on the remuneration policy of the company
. Shareholders who have expressed
views on remuneration have supported the company’
s policies and the application of those policies to date. W
ere a significant
shareholder to express a particular concern regarding any aspect of the policy
, the views expressed would be carefully weighed.
Approved by the board on 21 April 2022 and
signed on behalf of the board by
M
IC
HAE
L A ST
. C
LAI
R-G
E
OR
G
E
Chairman of the remuneration committee
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
75
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Governance
Directors’ responsibilities
The directors are responsible for preparing the annual report
and the financial statements in accordance with applicable law
and regulations.
U
K company law requires the directors to prepare financial
statements for each financial year
. The directors are required
to prepare the group financial statements in accordance with
International Financial Reporting Standards ("I
FR
S") and
with the Companies Act 2006, as applicable to companies
reporting under international accounting standards. On 31
December 2020, I
FR
S as adopted by the European Union at
that date was brought into U
K law and became U
K adopted
I
FR
S, with future changes being subject to endorsement the
by U
K Endorsement Board. There was no impact or c
hanges
in accounting from the transition. Under company law
, the
directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the
state of affairs of the company and of the profit or loss of the
company for the applicable financial year
.
In preparing the financial statements, the directors are
required to:
properly select and apply accounting policies;
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
provide additional disclosure when compliance with the
specific requirements in U
K adopted I
FR
S is insufficient
to enable users to understand the impact of particular
transactions, other events and conditions on the entity’
s
financial position and financial performance; and
make an assessment of the company’
s ability to continue
as a going concern.
The directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the company’
s transactions and disclose with reasonable
accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply
with the Companies Act 2006. They are also responsible for
safeguarding the assets of the company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The directors are also responsible for the maintenance and
integrity of the corporate and financial information included
on the group’
s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Responsibility statement
T
o the best of the knowledge of each of the directors, they
confirm that:
the accompanying financial statements, prepared in
accordance with U
K adopted International Financial
Reporting Standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss
of the company and the undertakings included in the
consolidation taken as a whole;
the Strategic report includes a fair review of the
development and performance of the business and the
position of the company and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face; and
the annual report and financial statements, taken as a
whole, are fair
, balanced and understandable and provide
the information necessary for shareholders to assess the
company’
s position, performance, business model and
strategy
.
Approved by the board on 21 April 2022 and signed on behalf
of the board by
D
A
VI
D J B
L
A
C
KETT
Chairman
76
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Governance
Independent auditor’
s report to
the members of R.E.A. Holdings plc
F
or the purpose of this report, the terms "we" and "our" denote M
HA MacIntyre Hudson in relation to U
K legal, professional
and regulatory responsibilities and reporting obligations to the members of R.E.A. Holdings plc. F
or the purposes of the table
on pages 80 to 81 that sets out the key audit matters and how our audit addressed the key audit matters, the terms "we"
and "our" refer to MHA MacIntyre Hudson and/or our component teams. The Group financial statements, as defined below
,
consolidate the accounts of R.E.A. Holdings plc and its subsidiaries (the "Group"). The "P
arent Company" is defined as R.E.A.
Holdings plc. The relevant legislation governing the P
arent Company is the United Kingdom Companies Act 2006 ("Companies
Act 2006").
Opinion
W
e have audited the financial statements of R.E.A. Holdings plc for the year ending 31 December 2021 which comprise:
the Consolidated Income Statement;
the Consolidated Statement of Comprehensive Income;
the Consolidated Balance Sheet;
the Consolidated Statement of Changes in Equity;
the Consolidated Cash Flow Statement;
the related consolidated Notes 1 to 40;
the Company Balance Sheet;
the Company Statement of Changes in Equity; and
the related Parent Company Notes i to xvi.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable
law and U
K adopted International Accounting Standards. The financial reporting framework that has been applied in the
preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including
FR
S 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting P
ractice).
In our opinion:
the financial statements give a true and fair view of the state of the Group’
s and Parent Company’
s affairs as at 31
December 2021 and of the Group’
s profit for the year then ended;
the Group financial statements have been properly prepared in accordance with U
K adopted International Accounting
Standards;
the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standard Financial Reporting Standard 101 "Reduced
Disclosure Framework", and applicable law); and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
W
e conducted our audit in accordance with International Standards on Auditing (U
K) (I
SAs (U
K)) and applicable law
. Our
responsibilities under those standards are further described in the auditor’
s responsibilities for the audit of the financial
statements section of our report. W
e are independent of the Group and the Parent Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the U
K, including the FR
C’
s Ethical Standard as
applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. W
e believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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Company financial statements
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R.E.A. Holdings plc
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Overview
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the group’
s and parent
company’
s ability to continue to adopt the going concern basis of accounting included:
The consideration of inherent risks to the group and parent company’
s operations and specifically its business model.
The evaluation of how those risks might impact on the group and parent company’
s available financial resources.
The evaluation of compliance and future compliance with banking covenants and associated actions that could be taken to
address actual or potential covenant breaches.
W
here additional resources may be required the reasonableness and practicality of the assumptions made by the Directors
when assessing the probability and likelihood of those resources becoming available.
Liquidity considerations including examination of both base and sensitised cash flow projections.
Solvency considerations including examination of budgets and forecasts and their basis of preparation.
V
iability assessment including consideration of reserve levels and business plans.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively
, may cast significant doubt on the group and group and parent company’
s ability to continue as a
going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the Company’
s reporting on how they have applied the U
K Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors
considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Overview of our audit approac
h
Materiality
2021
2020
Basis for 2021
Group
$4.6m
$4.8m
1.5% of Plantation assets
Parent
$2.8m
$2.7m
1.0% of gross assets
$0.24m
$0.24m
Threshold for reporting to those c
harged with governance
Plantation assets which we have defined as the sum of:
Plantings ($109m)
Buildings and structures ($191m)
Biological assets ($4m)
Key audit matters
Recurring Group
V
aluation of plantation assets
V
aluation of loans to Stone and Coal interests
Our assessment of the Group’
s key audit matters is consistent with 2020 except for:
The removal of the key audit matter in relation to the valuation and presentation of sterling
notes, which was included due to the amendments made to the notes in 2020.
78
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Independent auditor’
s report to
the members of R.E.A. Holdings plc
continued
The scope of our audit and our key audit matters
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements and the financial report. In particular
, we looked at where the Directors made subjective judgments, for example, in
respect of significant accounting estimates that involved making assumptions and considering future events that are inherently
uncertain.
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’
s system of
internal control, and assessing the risks of material misstatement in the financial statements. W
e also addressed the risk of
management override of internal controls, including assessing whether there was evidence of bias by the directors that may
have represented a risk of material misstatement.
The Group’
s parent entity
, head office and services company are U
K based, whilst the plantations are based in Indonesia and
the financing company is based in the Netherlands.
Considering operational and financial performance and risk factors, we focused our assessment on the significant components
and performed full scope audits of the three U
K entities and the four significant Indonesian plantation components PT R.E.A.
Kaltim Plantations (RK
P), PT Cipta Davia Mandiri (CD
M), PT Sasana Y
udha Bhakti (S
YB) and PT Kutai Mitra Sejahtera
(KM
S) along with specified group level audit procedures on the material external balances at the non-significant Indonesian
components and the Dutch financing company
, R
EA Finance B.V
.
Our audit of the group financial statements also involved the use of component auditors, Baker Tilly Indonesia. T
he group audit
team provided comprehensive instructions to those component auditors. These instructions included details of the identified
risks of material misstatement including those risks identified above. Those instruction also included an assessment of
component materiality
.
The group audit team discussed and agreed the proposed approac
h to addressing these risks with the component auditors and
the nature and form of their reporting on the results of their work. The group team conducted reviews of the working papers
prepared by component auditors using remote file reviews. They also participated in conf
erence calls at various phases of the
audit engagement as part of their management and control of the group audit engagement.
The work over the significant components, combined with the specific targeted procedures on REA Finance B.V
., PT
Kartanegara K
umala Sakti, PT P
ersada Bangun Jaya, PT Prasetia Utama and PT K
CC Resources Indonesia, gave us coverage
of 100% of revenue and we performed analytical review procedures over the remaining trading entities to ensure we had the
evidence needed to form our opinion on the financial statements as a whole.
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Company financial statements
Notice of AG
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R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Notes:
Full scope ref
ers to the conduct of an audit of the components underlying financial information in accordance with ISAs
U
K.
Limited scope incorporates those circumstances where component auditors have been instructed to perform certain
procedures on financial statements areas or specific financial statement line items for individual components.
Component auditors of lower risk components will usually be instructed to conduct a review of the financial position and
performance of the component comparing the actual performance of that component with their valid expectations based
on their knowledge of the entity and any known changes in its operational environment and investigating any unusual or
unexpected results.
Some components have been identified as being immaterial to the group individually and in aggregate.
Material subsidiaries were determined based on:
financial significance of the component to the Group as a whole; and
assessment of the risk of material misstatements applicable to each component.
At the parent entity level we also tested the consolidation process and carried out analytical procedures to confirm that there
were no significant risks of material misstatement of the aggregated financial information of the remaining components not
subject to audit or audit of specified account balances.
Profit before tax
Revenue
Net assets
100%
99
%
1%
92
%
8
%
Full scope
Limited scope
Analytical Review
80
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Independent auditor’
s report to
the members of R.E.A. Holdings plc
continued
Key Audit Matters
Key Audit Matters are those matters that, in our prof
essional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those matters whic
h had the greatest effect on:
the overall audit strategy;
the allocation of resources in the audit; and
directing the efforts of the engagement team
These matters were addressed in the conte
xt of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. W
e have determined the matters described below to be
the key audit matters to be communicated in our report.
V
aluation of plantation assets
Key audit matter
description
Plantation assets, as defined by the Group, had a book value of $406m at 31 December 2021
($430m at 31 December 2020). There is a risk of impairment due to the losses e
xperienced in
the prior years and due to the volatility of Crude Palm Oil (CPO) prices.
The valuation of these assets relies on certain assumptions and estimates in relation to the
ability of the underlying plantations to generate suitable future cash flows. The key input to
the valuation is the CPO price which requires the judgement of the directors. The CPO price is
known to be volatile, and the use of an inappropriate CPO price could have a material impact
on the valuation of plantation assets.
The discount rate used is also a key input to the valuation and requires the judgement of the
directors. The calculation of the discount rate includes certain inputs that are judgemental.
The use of an inappropriate discount rate could have a material impact on the valuation of
plantation assets.
As disclosed in note 1, critical accounting judgements and key sources of estimation
uncertainty
, management has performed a sensitivity analysis which involves judgement over
the potential impact of a change in CPO pricing and the discount rate used.
Further details are included within critical accounting estimates and judgements note in note 1.
How the scope of our audit
responded to the key audit
matter
Our work over the valuation of plantation assets included:
Obtaining an understanding of the review controls over the impairment assessment
including the CPO price and discount rate assumptions to ensure there is an appropriate
management review control;
Assessing arithmetic workings of the model and the integrity of the formulae used;
Comparing CPO price currently
, at the balance sheet date and through 2021;
Comparing to R
EAs average selling price over the past 10 years;
Comparing the forecast CPO prices used in the model to those forecast by the World
Bank;
Assessing the historical accuracy of the W
orld Bank price forecasts;
Reviewing publicly available news articles and other publications commenting on the
expectations for the CPO price and global demand and supply;
Assessing the level of impairment at different CPO prices;
Assessing the appropriateness of the methodology used in calculating the discount rate;
Corroborating the inputs to the calculation of the discount rate and assessing the
appropriateness of the inputs used;
Challenging management to understand why in the light of the above they believe their
price and discount rate assumptions were appropriate; and
Reviewing the events after the reporting period and testing the sensitivity analysis on
palm oil price and discount rate changes.
Strategic report
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Group financial statements
Company financial statements
Notice of AG
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R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Key observations
W
e have concluded that the carrying value of plantation assets is accurate and that no
impairment is required. The conclusion that there is no impairment is critically dependent on
the assumptions relating to the CPO price and discount rate and therefore this sensitivity is
disclosed in the notes to the accounts.
Recoverability of loans to Stone and Coal interests
Key audit matter
description
The group holds loans made to stone and coal concessions in Indonesia for whic
h control
is outside of the group. W
e have focused our work on the stone concession as the stone
company has guaranteed the loans of the coal companies and the majority of the value lies
in the stone concession. The recoverability of these loans rely on certain assumptions and
estimates in relation to the likelihood of the underlying investments generating suitable future
cash flows.
At 31 December 2021 the carrying value of the loans was $55.1m, a decrease from $57.5m
at 31 December 2020 (see note 17). W
e have identified a significant risk surrounding whether
the underlying assets of the counterparties will generate suitable future profits in order to
repay the loans made by R.E.A. Holdings plc. W
e have pinpointed the risk to be around the level
of resources available as the majority of the value in the discounted cash flow (DC
F) is subject
to the level of resources successfully mined. Other important assumptions we identified are the
start date of mining, discount rate, selling price and FX rate.
How the scope of our audit
responded to the key audit
matter
W
e have challenged management’
s plans and cash flow forecasts in relation to the mining
operations to support the value of investments in the coal and quarry interests. Our work
on the significant risks and the DC
F model included:
Agreeing stone reserves and costs to third party mining and engineering reports;
Assessing the initial results of revenue generating interests against expectations;
Considering evidence gained from third party sources for the demand of stone to assess
whether this supports the start date and the lifetime of mining operations;
Obtaining an understanding of the review control over the impairment assessment
to ensure there is an appropriate second pair of eyes review of the calculation and
underlying assumptions;
W
e challenged the appropriateness of the discount rate used in the models, through
assessment verses third party sources of information and comparison to other
comparable companies;
Challenging the expected price of stone by comparison to recent third-party quotations;
and
Checking the numerical accuracy of the DCF
.
Key observations
Based on the procedures performed, we noted no material issues from our work.
Our application of materiality
The scope of our audit was influenced by our application of materiality
. Our definition of materiality considers the value of error
or omission on the financial statements that, individually or in aggregate, would change or influence the economic decision
of a reasonably knowledgeable user of those financial statements. Misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of
their occurrence, when evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope
of our work, executing that work and evaluating the results.
P
erformance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce to
an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole.
The determination of performance materiality reflects our assessment of the risk of undetected errors e
xisting, the nature of
the systems and controls, the impact of there being a number of components and locations and the level of misstatements
arising in previous audits.
82
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Independent auditor’
s report to
the members of R.E.A. Holdings plc
continued
Group financial statements
Parent Company financial statements
Overall materiality
US$ 4.6 million
(2020: US$ 4.8 million)
US$ 2.8 million
(2020: US$ 2.7 million)
How we determined it
1.5% of plantation assets (2020: 1.5% of
plantation assets)
W
e have defined plantation assets as the sum
of:
Plantings - $109m
Buildings & Structures - $191m
Biological Assets $4m
1.0% of Parent Company’
s gross assets (2020:
1.0% of Parent Company’
s gross assets)
Rationale for the
benchmark applied
W
e consider the valuation of plantation assets
is a key indicator for the current and future
performance of the company
. It is the K
PI of
critical interest to the users of the financial
statements of R.E.A. Holdings plc as it is the
key measure of the company’
s success in
developing its palm oil plantations and is an
indicator of future revenue generation.
W
e consider this approach of using a balance
sheet metric to be more appropriate than an
assessment using a profit-based metric given
the nature of the Group which is e
xposed
to cyclical commodity price fluctuations and
to therefore provide a more stable base
reflective of the scale of the Group’
s size and
operations.
W
e set our 2021 performance materiality
at 60% of overall materiality
, amounting
to $2.8m (2020: 60%) to reduce the
probability that, in aggregate, uncorrected
and undetected misstatements exceed the
materiality for the financial statements as a
whole. In determining performance materiality
,
we considered a number of factors - the
history of misstatements, our risk assessment
and the strength and robustness of the
control environment.
The parent company is a holding company
whose purpose is to consolidate the active
trading entities and a number of other group
companies. W
e consider gross assets to be
the most important balance to the users of the
financial statements.
W
e set our 2021 performance materiality at
60% of overall materiality
, amounting to $1.7m
(2020: 60%) to reduce the probability that,
in aggregate, uncorrected and undetected
misstatements exceed the materiality for
the financial statements as a whole. In
determining performance materiality
, we
considered a number of factors - the history
of misstatements, our risk assessment and
the strength and robustness of the control
environment.
W
e agreed with the Audit Committee that we would report to them all audit differences in excess of US$ 0.24 million (2020:
US$ 0.24 million) for the Group as well as differences below that threshold that, in our view
, warranted reporting on qualitative
grounds.
W
e also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the
financial statements.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our
Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our
opinion on the financial statements does not cover the other information and, except to the e
xtent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the
Strategic report
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Group financial statements
Company financial statements
Notice of AG
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83
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
W
e have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with
applicable legal requirements.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial statements;
those reports have been prepared in accordance with applicable legal requirements;
the information about internal control and risk management systems in relation to financial reporting processes and ab
out
share capital structures, given in compliance with Rules 7.2.5 and 7.2.6 in the Disclosure Rules and T
ransparency Rules
sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has
been prepared in accordance with applicable legal requirements; and
information about the company’
s corporate governance code and practices and about its administrative, management and
supervisory bodies and their committees complies with rules 7.22, 7.2.3 and 7.2.7 of the FCA Rules.
Matters on which we ar
e requir
ed to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the
course of the audit, we have not identified material misstatements in:
the Strategic Report;
the Directors’ Report; or
the information about internal control and risk management systems in relation to financial reporting process and ab
out
share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules
W
e have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
adequate accounting records have not been kept by the Parent Company
, or returns adequate for our audit have not been
received by branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
the part of the Directors’ Remuneration Report to be audited is not in agreement with the accounting records and returns;
or
we have not received all the information and explanations we require for our audit.
Corporate Governance statement
W
e have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the entity’
s compliance with the provisions of the U
K Corporate Governance Code specified
for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial statements or our knowledge obtained during the audit:
Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified.
Directors’ explanation as to its assessment of the entity’
s prospects, the period this assessment covers and why the period
is appropriate.
Directors’ statement on fair
, balanced and understandable.
Board’
s confirmation that it has carried out a robust assessment of the emerging and principal risks.
84
R.E.A. Holdings plc
Annual Report and Accounts 2021
Governance
Independent auditor’
s report to
the members of R.E.A. Holdings plc
continued
The section of the Annual Report that describes the review of eff
ectiveness of risk management and internal control
systems.
The section describing the work of the Audit Committee.
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement set out on page 75, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view
, and for such internal control as
the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error
. In preparing the financial statements, the Directors are responsible for assessing the Group’
s and
the Parent Company’
s ability to continue as a going concern, disclosing as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or
to cease operations, or have no realistic alternative but to do so.
Auditor’
s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error
, and to issue an auditor’
s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (U
K) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. W
e design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
W
e evaluated management’
s incentives and opportunities for fraudulent manipulation of the financial statements (including the
risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to both
reduce costs and inflate operating profit, and management bias in accounting estimates.
The specific procedures for this engagement and the e
xtent to which these are capable of detecting irregularities, including
fraud is detailed below:
enquiry of management to identify any instances of known or suspected instances of fraud.
obtaining an understanding of the legal and regulatory frameworks that the Group operates in, focusing on those laws and
regulations that had a direct effect on the financial statements. W
e obtained this understanding through assessing the risk
register of the Group and understanding the Group’
s response to assessing the legal and regulatory frameworks that apply
to it. In addition, we leveraged our understanding of the legal and regulatory framework applicable to U
K listed entities
and to those in plantation sector
. This included, but was not limited to, discussions with the Group’
s key legal advisers and
review of minutes of the Group’
s various governance committees.
the key laws and regulations we considered in this context included UK Companies Act, Listing Rules, and tax legislation.
In addition, we considered compliance with the employee legislation and environmental regulations as fundamental to the
Group’
s operations;
discussing among the engagement team including significant component audit teams and involving relevant internal
specialists, including tax and IT;
enquiring of the Audit Committee concerning actual and potential litigation and claims;
evaluation of the operating effectiveness of management’
s controls designed to prevent and detect irregularities;
challenging assumptions and judgements made by management in their significant accounting estimates, in particular
, with
respect to valuations of plantation assets and valuations of loans to stone and coal interests:
identifying and testing journal entries, in particular
, any journal entries posted with understatement of costs, journals that
are backdated or posted by senior management;
the use of data analytics software to interrogate the journals posted in the year and to review areas where the incentive
to override controls may be greatest. W
e also used our data analytics tool to identify potential transactions with related
parties.
review of legal expenses incurred for evidence of potential undisclosed contingent liabilities.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AG
M
85
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will
be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to
fraud rather than error
, as fraud involves intentional concealment, forgery
, collusion, omission or misrepresentation.
W
e also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
including internal specialists and significant component audit teams and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit. The engagement team includes audit partners and staff who have
extensive e
xperience of working with listed companies, and this experience was relevant to the discussion about where the risk
of irregularities, including fraud may arise
A further description of our responsibilities for the financial statements is located on the FR
C’
s website at:
www
.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’
s report.
Other matters which we ar
e requir
ed to address
F
ollowing the recommendation of the Audit Committee, we were appointed by the members of the company by ordinary
resolution at the Annual General Meeting held on 10 June 2021 to audit the financial statements for the year ending 31
December 2021. Our total uninterrupted engagement is 2 years, covering the years ending 31 December 2020 to 31
December 2021.
W
e did not provide any non-audit services which are prohibited by the FR
C’
s Ethical Standard to the Company
, and we remain
independent of the company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Company’
s members, as a body
, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the Company’
s members those matters we are
required to state to them in an auditor’
s report and for no other purpose. T
o the fullest extent permitted by law
, we do not accept
or assume responsibility to anyone other than the Company and the Company’
s members as a b
ody
, for our audit work, for this
report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and T
ransparency Rule (D
TR) 4.1.14R, these
financial statements form part of the European Single Electronic F
ormat (ESE
F) prepared Annual Financial Report filed on the
National Storage Mechanism of the UK FCA in accordance with the ESE
F Regulatory T
echnical Standard ((‘ES
E
F RT
S’). This
auditor’
s report provides no assurance over whether the annual financial report has been prepared using the single electronic
format specified in the ESE
F RTS.
Rakesh Shaunak FCA
Senior Statutory Auditor
F
or and on behalf of
M
HA MacIntyre Hudson
Chartered Accountants and Statutory Auditors
London, United Kingdom
21 April 2022
86
R.E.A. Holdings plc
Annual Report and Accounts 2021
Group financial statements
Consolidated income statement
for the year ended 31 December 2021
Note
2021
$’000
2020*
$’000
Revenue
2
191,913
139,088
Net gain / (loss) arising from changes in fair value of agricultural produce inventory
4
2,661
(777)
Cost of sales
2
(132,420)
(110,184)
Gross pr
ofit
2
62,154
28,127
Distribution costs
(637)
(2,835)
Administrative expenses
5
(13,434)
(16,486)
Operating profit
48,083
8,806
Investment revenues
7
1,483
525
Impairments and similar charges
8
(9,483)
Finance costs
9
(20,368)
(23,098)
Profit / (loss) befor
e tax
5
29,198
(23,250)
Ta
x
10
(19,937)
7,232
Profit / (loss) for the year
9,261
(16,018)
Attributable to:
Equity shareholders
7,326
(13,604)
Non-controlling interests
32
1,935
(2,414)
9,261
(16,018)
Loss per 25p or
dinary share (US cents)
12
(3.4)
(31.0)
* Restated – see note 37
The company is e
xempt from preparing and disclosing its profit and loss account. All operations for both years are continuing.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
87
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Group financial statements
Consolidated statement of comprehensive income
for the year ended 31 December 2021
Note
2021
$’000
2020*
$’000
Profit / (loss) for the year
9,261
(16,018)
Other comprehensive income
Items that may be reclassified to profit or loss:
Deferred tax impact of c
hange in subsidiary's functional currency
27
497
Exchange diff
erences on translation of foreign operations
2
(1)
499
(1)
Items that will not be reclassified to profit or loss:
Correction of actuarial losses booked
(196)
Actuarial gains / (losses)
35
759
(620)
Deferred tax on actuarial (gains) / losses
27
(154)
105
605
(711)
T
ot
al comprehensive income for the year
10,365
(16,730)
Attributable to:
Equity shareholders
8,560
(14,034)
Non-controlling interests
1,805
(2,696)
10,365
(16,730)
* Restated – see note 37
88
R.E.A. Holdings plc
Annual Report and Accounts 2021
Group financial statements
Consolidated balance sheet
as at 31 December 2021
Note
2021
$’000
2020*
$’000
Non-current assets
Goodwill
13
12,578
12,578
Intangible assets
14
361
1,098
Property
, plant and equipment
15
365,798
376,551
Land
16
43,640
39,879
Financial assets: stone and coal interests
17
55,107
57,548
Deferred tax assets
27
4,275
8,931
Non-current receivables
5,300
5,302
T
otal non-current assets
487,059
501,887
Current assets
Inventories
19
17,832
16,069
Biological assets
20
4,154
2,953
T
rade and other receivables
21
34,284
39,890
Current tax asset
1,230
1,169
Cash and cash equivalents
22
46,892
11,805
T
otal current assets
104,392
71,886
T
ot
al assets
591,451
573,773
Current liabilities
T
rade and other payables
30
(54,720)
(47,201)
Current tax liabilities
(5,705)
(4,443)
Bank loans
24
(16,955)
(54,148)
Dollar notes
26
(26,985)
-
Other loans and payables
28
(7,293)
(7,321)
T
otal current liabilities
(111,658)
(113,113)
Non-current liabilities
T
rade and other payables
30
(1,489)
(20,712)
Bank loans
24
(119,871)
(56,062)
Sterling notes
25
(42,533)
(42,908)
Dollar notes
26
-
(26,891)
Deferred tax liabilities
27
(45,504)
(39,581)
Other loans and payables
28
(24,002)
(28,690)
T
otal non-current liabilities
(233,399)
(214,844)
T
ot
al liabilities
(345,057)
(327,957)
Net assets
246,394
245,816
Equity
Share capital
31
133,586
133,586
Share premium account
47,358
47,358
T
ranslation reserve
(25,101)
(25,833)
Retained earnings
69,721
71,680
225,564
226,791
Non-controlling interests
32
20,830
19,025
T
ot
al equity
246,394
245,816
* Restated – see note 37
Approved by the board on 21 April 2022 and signed on behalf of the b
oard.
DA
VI
D J B
LACKETT
Chairman
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
89
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Group financial statements
Consolidated statement of c
hanges in equity
for the year ended 31 December 2021
Share
capital
(note 31)
$’000
Share
premium
$’000
T
ranslation
reserve
$’000
Retained
earnings
 
$’000
Subtotal
 
 
$’000
Non-
controlling
interests
(note 32)
$’000
T
otal
equity
 
$’000
At 1 January 2020
133,586
47,358
(26,032)
84,779
239,691
12,999
252,690
Loss for the year*
(13,604)
(13,604)
(2,414)
(16,018)
Other comprehensive income for the year*
199
(628)
(429)
(282)
(711)
Reserve adjustment relating to warrant
issue
1,133
1,133
1,133
New equity from non-controlling
shareholder*
8,722
8,722
At 31 December 2020
133,586
47,358
(25,833)
71,680
226,791
19,025
245,816
Profit for the year
7,326
7,326
1,935
9,261
Other comprehensive income for the year
732
502
1,234
(130)
1,104`
Dividends to preference shareholders
(9,787)
(9,787)
(9,787)
At 31 December 2021
133,586
47,358
(25,101)
69,721
225,564
20,830
246,394
* Restated – see note 37
90
R.E.A. Holdings plc
Annual Report and Accounts 2021
Group financial statements
Consolidated cash flow statement
for the year ended 31 December 2021
Note
2021
$’000
2020
$’000
Net cash from operating activities
33
36,920
33,479
Investing activities
Interest received
7
1,483
525
Proceeds on disposal of property
, plant and equipment
2,544
1,066
Purc
hases of property
, plant and equipment
(13,456)
(10,768)
Expenditure on land
(3,754)
(3,897)
Repayment from / (investment in) stone and coal interests
2,441
(7,218)
Net cash used in investing activities
(10,742)
(20,292)
Financing activities
Pref
erence dividends paid
11
(9,787)
Repayment of bank borrowings
23
(110,210)
(18,734)
New bank borrowings drawn
23
137,255
5,250
Repayment of borrowings from related party
23
(4,068)
New borrowings from related party
23
4,031
Repayment of borrowings from non-controlling shareholder
23
(900)
(6,292)
New equity from non-controlling interests
32
8,722
Costs of extending repayment date of sterling notes
(459)
Payment of warranty obligations relating to divested subsidiary
(663)
Repayment of lease liabilities
29
(2,617)
(2,434)
Net cash from / (used in) financing activities
9,673
(10,579)
Cash and cash equivalents
Net increase in cash and cash equivalents
35,851
2,608
Cash and cash equivalents at beginning of year
11,805
9,528
Effect of e
xchange rate c
hanges
(764)
(331)
Cash and cash equivalents at end of year
22
46,892
11,805
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
91
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Group financial statements
A
ccounting policies (group)
General information
R.E.A. Holdings plc is a company incorporated in England
and W
ales
and domiciled in the United Kingdom under the
Companies Act 2006 with registration number 00671099.
The company’
s registered office is at 5th Floor North,
T
ennyson House, 159-165 Great P
ortland Street, London
W1W 5P
A
. Details of the group’
s principal activities are
provided in the Strategic report"
Basis of accounting
The consolidated financial statements are prepared in
accordance with U
K adopted International Financial Reporting
Standards ("I
FR
S") and with the requirements of the
Companies Act 2006, as applicable to companies reporting
under I
FR
S. On 31 December 2020, I
F
RS as adopted by the
European Union at that date was brought into U
K law and
became U
K adopted I
FR
S with future changes being subject
to endorsement by the U
K Endorsement Board. There was
no impact or changes in accounting from the transition. T
he
statements are prepared under the historical cost convention
except where otherwise stated in the accounting policies.
F
or the reasons given under "Going concern" in the "Directors’
report", the consolidated financial statements have been
prepared on the going concern basis.
Presentational currency
The consolidated financial statements of the group are
presented in US dollars, which is consistent with the functional
currency of the company and which is also considered to be
the currency of the primary economic environment in which
the group operates. References to "$" or "dollar" in these
financial statements are to the lawful currency of the United
States of America.
Adoption of new and revised standards
New standards and amendments to I
FR
Ss issued by the
International Accounting Standards Board ("IASB") that are
mandatorily effective for an accounting period beginning on
1 January 2021 have no impact on the disclosures, or on the
amounts reported, in these consolidated financial statements.
At the date of approval of these financial statements, the
standards and interpretations which were in issue but not
yet effective that have not been applied in these financial
statements are set out below
.
Amendments to IAS 1 P
resentation of Financial Statements:
Classification of Liabilities as Current or Non-current were
issued in January 2020 and are effective for the financial
year beginning on 1 January 2024 subject to endorsement.
The amendments clarify that the classification of liabilities
as current or non-current should be based on the rights,
in existence at the end of the reporting period, to def
er
settlement by at least twelve months and not on expectations
about whether an entity will exercise these rights.
Amendments to IAS 16 P
roperty
, Plant and Equipment were
issued in May 2020 and are effective for the financial year
beginning on 1 January 2022 subject to endorsement. The
amendments prohibit the deduction from the cost of an item
of property
, plant and equipment of any proceeds from selling
items produced while bringing that asset into operation and
clarify that these proceeds (and the corresponding costs of
production) are recognised in profit or loss.
Amendments to IAS 37 P
rovisions, Contingent Liabilities and
Contingent Assets were issued in May 2020 and are effective
for the financial year beginning on 1 January 2022 subject
to endorsement. The amendments clarify that the cost of
fulfilling a contract comprises the costs that relate directly to
the contract.
The directors do not e
xpect that the adoption of the standards,
amendments and interpretations listed above will have a
material impact on the financial statements of the group in
future periods.
Basis of consolidation
The consolidated financial statements consolidate the
financial statements of the company and entities controlled by
the company (its subsidiary companies as listed in note (iv) to
the company’
s individual financial statements) made up to 31
December of each year
.
A parent controls an entity when it is exposed to, or has rights
to, variable returns from its involvement with the subsidiary and
has the ability to affect those returns through its power over
that entity
.
The acquisition method of accounting is adopted with
assets and liabilities valued at fair values at the date of
acquisition. The interest of non-controlling shareholders is
stated at the non-controlling shareholders’ proportion of
the fair values of the assets and liabilities recognised. The
share of total comprehensive income is attributed to the
owners of the parent and to non-controlling interests even
if this results in the non-controlling interests having a deficit
balance. Results of subsidiaries acquired or disposed of are
included in the consolidated income statement from the
effective date of acquisition (when control is obtained) or to
the effective date of disposal (when control is lost). W
here
necessary
, adjustments are made to the financial statements
of subsidiaries to bring the accounting policies into line with
those used by the group.
On acquisition, any excess of the fair value of the
consideration given over the fair value of identifiable net
assets acquired is recognised as goodwill. Any deficiency in
consideration given against the fair value of the identifiable net
assets acquired is credited to profit or loss in the consolidated
income statement in the period of acquisition as are any
acquisition related costs. All intra-group transactions, balances,
income and expenses are eliminated on consolidation.
92
R.E.A. Holdings plc
Annual Report and Accounts 2021
Group financial statements
A
ccounting policies (group)
continued
Goodwill
Goodwill is recognised as an asset on the basis described
under "Basis of consolidation" above and once recognised
is not amortised although it is tested for impairment at least
annually
. Any impairment is debited immediately as a loss in
the consolidated income statement and is not subsequently
reversed. On disposal of a subsidiary
, the attributable amount
of any goodwill is included in the determination of the profit or
loss on disposal.
F
or the purpose of impairment testing, goodwill is allocated to
each of the group’
s cash generating units e
xpected to benefit
from the synergies of the combination. Cash generating units
to which goodwill has been allocated are tested for impairment
annually
, or more frequently when there is an indication that
the unit may be impaired.
Other intangible assets
Other intangible assets are stated at cost less accumulated
amortisation and any recognised impairment losses.
Intangible assets acquired separately are measured at cost
on initial recognition. An intangible asset with a finite life is
amortised on a straight-line basis so as to charge its cost to
the income statement over its expected useful lif
e.
Computer software that is not integral to an item of property
,
plant and equipment is recognised separately as an intangible
asset. Amortisation is provided on a straight-line basis so as to
charge the cost of the software to the income statement over
its expected useful lif
e, not exceeding eight years.
The e
xpected useful life of development e
xpenditure on
computer software is four to eight years:
Revenue recognition
Revenue is measured as the fair value of the consideration
received or receivable in respect of goods and services
provided in the normal course of business, net of V
A
T and
other sales related taxes.
Sales of goods are recognised as revenue when contractual
entitlement to the goods is transferred to the buyer and
include sales in respect of which the contracted goods are
available for collection by the buyer in the accounting period.
Most of the group’
s sales are in respect of the sale of C
PO
and CP
KO whic
h are made on a mix of CI
F ("Cost, Insurance
and Freight") and FOB ("Free On Board") terms. Revenue
is recognised in respect of the shipment of oil at the time
of transfer to the buyer
, that is upon the completion of the
discharge of the oil into the buyer’
s tank or vessel whic
h is
evidenced by a surveyor’
s report (C
I
F sales) or a bill of lading
(FOB sales).
The group has prepaid sales contracts whereby advance
payments are received for future product deliveries. No
revenue is recognised until the product delivery and contract
transfer
. The advance payments are recognised as contract
liabilities until the revenue is recognised.
Income from services are accrued on a time basis by
reference to the rate of f
ee agreed for the provision of
services.
Interest income is accrued on a time basis by reference to
the principal outstanding and at the effective interest rate
applicable (which is the rate that e
xactly discounts estimated
future cash receipts, through the expected lif
e of the financial
asset, to that asset’
s net carrying amount). Dividend income is
recognised when the shareholders’ rights to receive payment
have been established.
Interest income is accrued on a time basis by reference to
the principal outstanding and at the effective interest rate
applicable (which is the rate that e
xactly discounts estimated
future cash receipts, through the expected lif
e of the financial
asset, to that asset’
s net carrying amount). Dividend income is
recognised when the shareholders’ rights to receive payment
have been established.
Leases
The group leases boats for the transportation of palm oil and
also leases office properties. Lease terms are negotiated
on an individual basis and contain a range of different terms
and conditions. The lease agreements do not impose any
covenants, but leased assets may not be used as security for
borrowing purposes. Land titles are not treated as leases, but
as in-substance fixed assets, with no depreciation.
The lease liability is initially measured at the present value of
remaining lease payments, which include the following:
fixed payments (including in-substance fixed payments),
less any lease incentives receivable
variable lease payments that are based on an index or a
rate
payments of penalties for terminating the lease, if the
lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate
implicit in the lease. If that rate cannot be determined, the
group’
s incremental b
orrowing rate is used, being the rate that
the group would have to pay to borrow the funds necessary
to obtain an asset of a similar value in a similar economic
environment, with similar terms and conditions. Generally
, the
group uses its incremental borrowing rate as the discount rate.
Subsequently
, lease payments are allocated to the lease
liability
, split between repayments of principal and interest. A
finance cost is charged to the profit and loss so as to produce
a constant period rate of interest on the remaining balance of
the lease liability
.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
93
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
A right-of-use asset is measured at cost, which comprises the
following:
the amount of the initial measurement of lease liability
any lease payments made at or before the
commencement date less any lease incentives received
(e.g. rent free period)
any initial direct costs, and
restoration costs.
A right-of-use asset is subsequently depreciated over the
shorter of the lease term and the asset’
s useful life on a
straight-line basis.
For
eign currencies
T
ransactions in foreign currencies are recorded at the
rates of exc
hange ruling at the date of the transactions. At
each balance sheet date, monetary assets and liabilities
denominated in foreign currencies are retranslated at the
rates of exc
hange prevailing at that date.
Non-monetary items that are measured in terms of historical
cost in a foreign currency are not retranslated. Non-monetary
items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date
that the fair value was determined.
Exchange diff
erences are recognised in the profit or loss
in the period in which they arise e
xcept for (a) exc
hange
differences on foreign currency borrowings relating to assets
under construction for future productive use, which are
included in the cost of those assets where they are regarded
as an adjustment to interest costs on those foreign currency
borrowings and (b) exchange diff
erences on monetary
items receivable from or payable to a foreign operation for
which settlement is neither planned nor likely to occur in
the foreseeable future (therefore forming part of the net
investment in the foreign operation), which are recognised
initially in other comprehensive income and reclassified from
equity to profit or loss on disposal or partial disposal of the net
investment.
F
or consolidation purposes, the assets and liabilities of any
group entity with a functional currency other than the dollar
are translated at the exc
hange rate at the balance sheet date.
Income and expenses are translated at the average rate for
the period unless exc
hange rates fluctuate significantly during
the period, in which case the e
xchange rates at the date of
transactions are used. Exchange diff
erences arising, if any
, are
recognised in other comprehensive income and accumulated
in translation reserve (or attributed to non-controlling interests
if appropriate).
On the disposal of a foreign operation, all of the exc
hange
differences accumulated in translation reserve in respect of
that operation and attributable to the owners of the operation
are reclassified to profit or loss.
Goodwill and fair value adjustments arising on the acquisition
of an entity with a functional currency other than the dollar are
treated as assets and liabilities of that entity and are translated
at the closing rate of exc
hange.
Borrowing costs
Borrowing costs incurred in financing construction or
installation of qualifying property
, plant or equipment are
added to the cost of the qualifying asset, until such time
as the construction or installation is substantially complete
and the asset is ready for its intended use. Borrowing costs
incurred in financing the planting of extensions to the
developed agricultural area are treated as expenditure relating
to plantings until such e
xtensions reach maturity
. All other
borrowing costs are recognised in the consolidated income
statement of the period in which they are incurred.
Operating profit
Operating profit is stated after any gain or loss arising from
changes in the fair value of agricultural produce inventory but
before investment income, finance costs and impairments and
similar charges that do not relate to operating activities.
Pensions and other post-employment benefits
United Kingdom
Certain existing and former UK employees of the group
are members of a multi-employer contributory defined
benefit scheme. T
he estimated regular cost of providing for
benefits under this scheme is calculated so that it represents
a substantially level percentage of current and future
pensionable payroll and is charged as an e
xpense as it is
incurred.
Amounts payable to recover actuarial losses, which are
assessed at each actuarial valuation, are payable over a
recovery period agreed with the scheme trustees. P
rovision
is made for the present value of future amounts payable by
the group to cover its share of such losses. T
he provision is
reassessed at each accounting date, with the diff
erence on
reassessment being charged or credited to the consolidated
income statement in addition to the adjusted regular cost for
the period.
Indonesia
In accordance with local labour law, the group’
s employees in
Indonesia are entitled to lump sum payments on retirement.
As required by IAS19: Employee benefits the cost of these
unfunded obligations are based on periodic assessments by
independent actuaries as this arrangement is categorised
as a defined benefit plan. Actuarial gains and losses are
recognised in the statement of comprehensive income; any
other increase or decrease in the provision is recognised in
the consolidated statement of income, net of amounts added
to plantings within property
, plant and equipment ("P
PE").
94
R.E.A. Holdings plc
Annual Report and Accounts 2021
Group financial statements
A
ccounting policies (group)
continued
T
axation
The tax e
xpense represents the sum of tax currently payable
and deferred tax. T
ax currently payable represents amounts
expected to be paid (or recovered) based on the taxable profit
for the period using the tax rates and laws that have been
enacted or substantively enacted at the balance sheet date.
A provision is recognised for those matters for which the tax
determination is uncertain but it is considered probable that
there will be a future outflow of funds to a tax authority
. The
provisions are measured at the best estimate of the amount
expected to become payable. T
he assessment is based on
specialist independent tax advice supported by previous
experience in respect of suc
h matters.
Deferred tax is calculated on the balance sheet liability
method on a non-discounted basis on differences between
the carrying amounts of assets and liabilities in the financial
statements and the corresponding fiscal balances used in
the computation of taxable profits (temporary differences).
Deferred tax liabilities are generally recognised for all taxable
temporary differences and def
erred tax assets are recognised
to the extent that it is probable that taxable profits will be
available against which deductible temporary diff
erences can
be utilised. A deferred tax asset or liability is not recognised
in respect of a temporary difference that arises from goodwill
or from the initial recognition of other assets or liabilities in a
transaction which aff
ects neither the profit for tax purposes
nor the accounting profit.
Deferred tax is calculated using the tax rates and laws that are
expected to apply in the periods when def
erred tax liabilities
are settled or deferred tax assets are realised. Def
erred tax
is charged or credited in the consolidated income statement,
except when it relates to items c
harged or credited to other
comprehensive income or equity
, in which case the deferred
tax is also dealt with in other comprehensive income, or equity
respectively
.
Property
, plant and equipment – plantings
On application of the amendments to IAS41: Agriculture and
IAS 16: P
roperty
, plant and equipment, the directors elected
to state the group’
s plantings at deemed cost being the fair
value recognised as at 1 January 2015 less the fair value
at that date of the growing produce which is disclosed in
current assets under "Biological assets". Additions after that
date (which include interest incurred during the period of
immaturity) are recognised at historical cost.
All expenditure on plantings up to maturity
, including interest,
is treated as addition to plantings. Expenditure to maturity
includes an allocation of overheads to the point that oil palms
are brought into productive cropping. Such overheads include
general charges and the costs of the Indonesian head office
(including in both cases personnel costs and local fees)
together with costs (including depreciation) arising from the
use of agricultural buildings, plantation infrastructure and
vehicles.
Depreciation is not provided on immature plantings. Once
plantings reach maturity
, depreciation is provided on a straight-
line basis at a rate that will write off the costs of the plantings
by the date on which they are sc
heduled to be replanted, with
a maximum of 25 years.
Property
, plant and equipment – other
All PP
E other than plantings is carried at original cost less any
accumulated depreciation and any accumulated impairment
losses. Depreciation is computed using the straight line
method so as to write off the cost of assets, other than
property and plant under construction, over the estimated
useful lives of the assets as follows:
Buildings and structures
20 to 67 years
Plant, equipment and vehicles
5 to16 years
Construction in progress
not depreciated
The gain or loss on the disposal or retirement of an asset is
determined as the difference between the sales proceeds,
less costs of disposal, and the carrying amount of the asset
and is recognised in the consolidated income statement.
Land
Land comprises payments to acquire Indonesian licences
over land for plantation purposes, together with related costs
including permits, surveys and villager compensation. In view
of the indefinite economic life associated with suc
h licences,
they are not depreciated.
Impairment of PP
E and intangible assets excluding
goodwill
At eac
h balance sheet date, the group reviews the carrying
amounts of its PP
E and intangible assets to determine
whether there is any indication that any asset has suffered an
impairment loss. If any such indication e
xists, the recoverable
amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). W
here the asset does
not generate cash flows that are independent from other
assets, the group estimates the recoverable amount of the
cash generating unit to which the asset belongs. An intangible
asset with an indefinite useful life is tested for impairment
annually and whenever there is an indication that the asset
may be impaired.
The recoverable amount of an asset (or cash generating unit)
is the higher of fair value less costs to sell and value in use.
In assessing value in use, estimated future cash flows are
discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time
value of money and those risks specific to the asset (or cash
generating unit) for which the estimates of future cash flows
have not been adjusted. If the recoverable amount of an
asset (or cash generating unit) is estimated to be less than
its carrying amount, the carrying amount of the asset (or cash
generating unit) is reduced to its recoverable amount.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
95
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
W
here, with respect to assets other than goodwill, an
impairment loss subsequently reverses, the carrying amount of
the asset (or cash generating unit) is increased to the revised
estimate of its recoverable amount, but so that the increased
carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been
recognised for the asset (or cash generating unit) in prior
years.
Inventories
Inventories of agricultural produce are stated at the lower of
cost and net realisable value but the cost of the FF
B input into
such inventories is taken, where suc
h FF
B is harvested from
the group’
s estates, to be the fair value of that F
FB at point of
harvest. Inventories of engineering and other items are valued
at the lower of cost, on the weighted average method, or net
realisable value.
F
or these purposes, net realisable value represents the
estimated selling price (having regard to any outstanding
contracts for forward sales of produce) less all estimated
costs of processing and costs incurred in marketing, selling
and distribution.
Biological assets
Biological assets comprise the growing produce (FF
B) on
oil palm trees and are carried at fair value using a formulaic
methodology to determine the value of the oil content of
FF
B which develops in the fruitlets in the five to six weeks
immediately prior to harvest.
The group values growing produce by attributing oil content
to the FF
B harvested in the weeks immediately following the
accounting date and valuing that oil content by reference
to the value of oil at the point of harvest on the accounting
date. All the relevant inputs to this valuation methodology are
observable:
the quantity of oil in the fruitlets (the rate of oil formation
is drawn from academic studies)
the amount of FF
B harvested
the sales price of CPO and C
PKO at the time of closing
(from published market prices)
the costs to harvest and process the FF
B
the sales charges (transport, e
xport tax, etc.).
P
eriodic movements in the fair value of growing produce are
reflected in the consolidated income statement.
Recognition and derecognition of financial instruments
Financial assets and liabilities are recognised in the group’
s
financial statements when the group becomes a party to the
contractual provisions of the relative constituent instruments.
Financial assets are derecognised only when the contractual
rights to the cash flows from the assets expire or if the group
transfers substantially all the risks and rewards of ownership
to another party
. Financial liabilities are derecognised when
the group’
s obligations are discharged, cancelled or have
expired.
Financial assets
The group’
s financial assets comprise trade receivables
and loans (including stone and coal interests) and cash and
cash equivalents. The group’
s receivables and loans are
initially recognised at fair value plus transaction costs and
subsequently at amortised cost under the effective interest
method. The group’
s sole objective for holding the assets is to
collect payments of principal and interest.
At eac
h reporting date the company reviews the carrying
amount of each asset carried at amortised cost. T
he company
accounts for expected credit losses and c
hanges in those
expected credit losses to reflect c
hanges in credit risk since
initial recognition of the financial asset.
The group has applied the simplified approac
h under I
FR
S 9:
Financial Instruments and records lifetime e
xpected losses on
all trade receivables.
F
or loans the group measures expected credit losses applying
the general (3 stages of expected credit loss assessment)
expected credit losses model under IF
RS 9.
Cash and cash equivalents comprise cash in hand, demand
deposits and other short term highly liquid investments that
have a maturity of not more than three months from the date
of acquisition and are readily convertible to a known amount of
cash and, being subject to an insignificant risk of changes in
value, are stated at their nominal amounts.
Financial liabilities
The group’
s financial liabilities comprise redeemable
instruments, bank borrowings, loans from non-controlling
shareholder
, trade payables and contract liabilities.
Redeemable instruments and bank borrowings
Redeemable instruments, being dollar and sterling note issues,
and bank borrowings are classified in accordance with the
substance of the relative contractual arrangements. Finance
costs are charged to income on an accruals basis, using
the effective interest method, and comprise, with respect
to redeemable instruments, the coupon payable together
with the amortisation of issuance costs (which include any
premiums payable or expected by the directors to be payable
on settlement or redemption) and, with respect to bank
borrowings, the contractual rate of interest together with
96
R.E.A. Holdings plc
Annual Report and Accounts 2021
Group financial statements
A
ccounting policies (group)
continued
the amortisation of costs associated with the negotiation of,
and compliance with, the contractual terms and conditions.
Redeemable instruments are recorded in the accounts at their
expected redemption value net of the relative unamortised
balances of issuance costs and premiums. Bank borrowings
are recorded at the amounts of the proceeds received less
subsequent repayments with the relative unamortised balance
of costs treated as non-current receivables and netted off the
gross borrowing.
T
rade payables
All trade payables owed by the group are non-interest bearing
and are stated at amortised cost.
Equity instruments
Instruments are classified as equity instruments if the
substance of the relative contractual arrangements evidences
a residual interest in the assets of the group after deducting
all of its liabilities. Equity instruments issued by the company
or by subsidiary companies to non-controlling interests are
recorded at the proceeds received, net of direct issue costs
not charged to income.
The pref
erence shares of the company are regarded as equity
instruments because the terms of the preference shares
contain no provisions for their redemption and provide that the
fixed semi-annual dividend on the preference shares becomes
payable only if it is resolved to make a distribution in respect
of the preference shares.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
97
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Group financial statements
Notes to the consolidated financial statements
1. Critical accounting judgements and key sources of estimation uncertainty
In the application of the group’
s accounting policies, which are set out in "Accounting polices (group)" above, the directors
are required to make judgements, estimates and assumptions. Such judgements, estimates and assumptions are based upon
historical experience and other factors that are considered to be relevant. Actual values of assets and amounts of liabilities may
differ from estimates. T
he judgements, estimates and assumptions are reviewed on a regular basis. Revisions to estimates are
recognised in the period in which the estimates are revised.
Critical judgements in applying the group’
s accounting policies
The following are critical judgements not being judgements involving estimations (whic
h are dealt with below) that the directors
have made in the process of applying the group’
s accounting policies.
Land rights
The Indonesian system of land tenure for agricultural purposes ("Hak Guna Usaha" or "HG
U") gives the licensee rights to
occupy for periods of up to 35 years, followed by an extension and then further renewals of between 25 and 35 years. T
he
directors have concluded that acquiring an HG
U represents the in-substance purchase of an item of PP
E. T
o reach this
conclusion the directors have made the judgements that the initial payment to acquire an HG
U is consistent with a payment to
purchase the land and valid renewal requests are always granted by the Indonesian administration (at least until a significant
change in law or government policy occurs). T
he alternative would be to treat as the lease of land rights and so depreciate the
cost over the period of the HG
U.
Control of stone and coal concessions
Interest bearing loans have been made to Indonesian companies which own the rights to stone and coal concessions in East
Kalimantan Indonesia. In 2008 the company’
s subsidiary
, KCC Resources Limited ("KCC"), entered into an option to acquire
the shares of the concession companies at original cost but subsequent regulations, which limit foreign ownership of stone
and coal concession companies, have meant that such rights cannot be e
xercised. Subsequently
, the directors have concluded
that their focus is on recovery of the amounts invested and not on obtaining an equity interest and the option arrangements
are regarded as void. The directors have concluded that they do not have the power to direct the operations of the stone and
coal concessions and do not have the rights to variable returns from their loans to the stone and coal concessions. Such a
judgement would result in the derecognition of the loans to stone and coal interests of $55.1 million and the consolidation of
the assets and liabilities as at 31 December 2021 and inclusion of the result for the year in the consolidated income statement.
Key sources of estimation uncertainty
The key sources of estimation uncertainty at the balance sheet date, whic
h have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year
, are described below.
Stone and coal interests
Loans to stone and coal concessions are carried in the consolidated balance sheet at $55.1 million. A
t each reporting date
the investments are tested for impairment using an expected credit loss model. Due to the creditworthiness of the stone and
coal concessions a lifetime e
xpected credit loss model is applied and the directors perform a look through to the value of the
underlying stone and coal rights. The stone concession valuation is most sensitive to the price at whic
h the stone will be sold
and, to a lesser extent, monthly production and the discount rate. T
he valuation model applied uses a stone price of $17.40
per tonne (2020: $17.70 per tonne), monthly production of 100,000 tonnes (2020: 100,000 tonnes), and a post-tax discount
rate of 6.5 per cent (2020: 7.6 per cent). The stone price would have to fall to $14.20 per tonne, or the monthly production fall
to 75,000 tonnes and the discount rate increase to 9.4 per cent (2020: stone price fall to $14.70 per tonne, or the monthly
production fall to 75,000 tonnes and the discount rate increase to 11.5 per cent), before there is any objective evidence of
impairment.
Group financial statements
Notes to the consolidated financial statements
continued
98
R.E.A. Holdings plc
Annual Report and Accounts 2021
1. Critical accounting judgements and key sources of estimation uncertainty
– continued
Plantation assets
Plantation assets (including PP
E, land, intangible assets and goodwill) are carried at $422.4 million (2020: $429.9 million)
in the consolidated balance sheet. At 31 December 2021 eac
h plantation has been identified as a cash generating unit and
tested for impairment by calculating the value in use over 25 years (25 years being the normal cycle of an oil palm planting)
and deriving a net present value. The key assumptions in the model used are the CPO selling prices assumed and the discount
rate applied. The base model assumed average selling prices based on W
orld Bank forecasts for the next 10 years extrapolated
for 25 years (by using the rate of growth assumed by the W
orld Bank forecasts between years 6 and 10) and adjusted to
FOB Samarinda commencing with a price of $1,200 per tonne in 2022 (2020: commencing with a price of $570 per tonne in
2021). V
iewing the group’
s plantation assets as a whole if there was an expectation that the price would be at $613 per tonne
(2020: $552 per tonne) over the next 25 years (a possibility that is considered remote) then an impairment of $6.3 million
(2020: $5.9 million) would be required being the difference between the carrying value of the assets and the value in use. T
he
average price in 2021 was $777 per tonne (2020: $566 per tonne). The average price from 1 January 2022 to 31 Marc
h
2022 was $1,006 (2021: $662). The discount rate applied was 8.3 per cent (2020: 9.5 per cent) (on a pre-tax basis).
W
hilst any restriction on harvesting, processing and evacuation of palm products as a result of Covid could have a negative
impact on the group’
s cash flow
, in the opinion of the directors it would be unlikely to require impairment of the plantations
because plantation assets are generally valued by reference to their long term potential not short term factors and any suc
h
restriction would be unlikely to damage the productive capacity of the estates.
2. Revenue and cost of sales
2021
$’000
2020
$’000
Revenue:
Sales of goods
190,565
137,993
Revenue from management services
1,348
1,095
191,913
139,088
Cost of sales:
Depreciation and amortisation
(27,724)
(27,969)
Other costs
(104,696)
(82,215)
(132,420)
(110,184)
In 2021, three customers accounted for respectively 60 per cent, 27 per cent and 9 per cent of the group’
s sales of agricultural
goods (2020: three customers, 59 per cent, 18 per cent and 16 per cent). As stated under "Credit risk" in note 23, substantially
all
sales revenue is receivable in advance of product delivery
and accordingly the directors do not consider that these sales result
in a concentration of credit risk to the group.
The crop of oil palm FFB for 2021 amounted to 738,024 tonnes (2020: 765,821 tonnes). The fair value of the crop of FF
B
was $117.7 million (2020: $87.0 million), based on the price formulae determined by the Indonesian government for purchases
of FF
B from smallholders.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
99
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
3. Segment information
In the table below
, the group’
s sales of goods are analysed by geographical destination and the carrying amount of non-current
assets and other assets and liabilities is analysed by geographical area of asset location. The group operates in two segments:
the cultivation of oil palms and stone and coal interests. In 2021 and 2020, the latter did not meet the quantitative thresholds
set out in I
FR
S 8: Operating segments and, accordingly
, no analyses are provided by business segment.
2021
$’m
2020
$’m
Sales by geographical destination:
Indonesia
191.9
117.3
Malaysia
21.8
191.9
139.1
Carrying amount of non-current assets and other assets and liabilities by geographical area of asset location:
2021
Europe
$’m
2021
Indonesia
$’m
2021
T
ot
al
$’m
2020
Europe
$’m
2020
Indonesia
$’m
2020
T
otal
$’m
Consolidated non-current assets
1.1
486.0
487.1
1.2
500.7
501.9
Consolidated current assets
0.8
103.6
104.4
2.4
69.5
71.9
Consolidated liabilities
(70.6)
(274.5)
(345.1)
(76.9)
(251.1)
(328.0)
Net assets
(68.7)
315.1
246.4
(73.3)
319.1
245.8
4. Agricultural produce inventory movement
The net gain / (loss) arising from c
hanges in fair value of agricultural produce inventory represents the movement in the carrying
value of such inventory after reflecting the movement in the fair value of the fresh fruit bunc
h input into that inventory (measured at
fair value at point of harvest) less the amount of the movement in such inventory at historic cost (whic
h is included in cost of sales).
5. Profit / (loss) befor
e tax
2021
$’000
2020
$’000
Salient items char
ged / (credited) in arriving at pr
ofit / (loss) before tax
Administrative expenses (see below)
13,434
16,486
Movement in inventories (at historic cost)
(1,771)
233
Movement in fair value of growing produce
(1,201)
(189)
Amortisation of intangible assets
752
1,045
Depreciation of property
, plant and equipment*
26,972
26,924
Impairments and similar charges (note 8)
9,483
* Of which $2.4 million is depreciation of right of use assets (see note 29)
Administrative expenses
(Profit) / loss on disposal of property
, plant and equipment
(123)
537
Indonesian operations
11,307
13,865
Head office
2,575
3,701
13,759
18,103
Amount included as additions to property
, plant and equipment
(325)
(1,617)
13,434
16,486
Group financial statements
Notes to the consolidated financial statements
continued
100
R.E.A. Holdings plc
Annual Report and Accounts 2021
5. Profit / (loss) befor
e tax
– continued
Amounts payable to the company’
s auditor
This is the second year of MHA MacIntyre Hudson's ("M
HA"s) appointment. The amount payable to M
HA for the audit of the
financial statements of the company and its subsidiaries was $204,000 (2020: $198,000).
Amounts payable to M
HA for other services in 2021 are $7,000 (2020: $7,000) in respect of the report to the trustee
regarding group compliance with covenants pursuant to the terms of the trust deed in respect of the dollar notes.
Amounts payable to affiliates of M
HA for the audit of subsidiaries’ financial statements was $119,000 (2020: $111,000) and
for agreed upon procedures in respect of financial statements prepared in local currency for the bank was $7,000 (2020:
$21,000).
2021
$’000
2020
$’000
Earnings before inter
est, tax, depreciation and amortisation
Operating profit
48,083
8,806
Depreciation and amortisation
27,724
27,969
75,807
36,775
6. Staff costs, including directors
2021
Number
2020
Number
Average number of employees (including e
xecutive directors):
Agricultural – permanent
8,075
7,855
Head office
6
6
8,081
7,861
$’000
$’000
The aggregate payroll costs comprised:
W
ages and salaries
39,293
36,698
Social security costs
2,148
1,973
P
ension costs
2,395
2,838
43,836
41,509
P
ension costs for 2021 are shown before a one off credit (see note 35).
Details of the remuneration of directors are shown in the "Directors’ remuneration report".
7. Investment revenues
2021
$’000
2020
$’000
Interest on bank deposits
402
117
Other interest income
1,081
408
1,483
525
Other interest income is gross interest receivable of $2.6 million from the group's stone and coal interests (see note 17) net of
a provision of $1.5 million (2020: gross interest of £2.7 million net of a provision of $2.4 million).
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
101
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
8. Impairments and similar char
ges
2021
$’000
2020
$’000
Provision against costs incurred in respect of land to be transf
erred to plasma cooperatives
6,203
Land compensation payments in connection with divested subsidiary
663
W
rite off of expenditure on land
2,617
9,483
In 2020 an impairment provision was made against costs incurred in respect of the transfer of land developed by the group to
plasma cooperatives; some such costs may be recovered in full, but this is uncertain.
The land compensation payments were in respect of certain outstanding warranty obligations relating to the subsidiary divested
in 2018, PT Putra Bongan Jaya.
The write off of e
xpenditure on land represents costs incurred by the group on a land allocation (izin lokasi) that has been
relinquished. Having regard to evolving environmental considerations and prospective titling problems arising from conflicting
land claims, the group concluded that renewal should not be sought following expiry of the land allocations concerned.
9. Finance costs
2021
$’000
2020
$’000
Interest on bank loans and overdrafts
11,338
12,591
Interest on dollar notes
2,028
2,028
Interest on sterling notes
3,687
3,498
Interest on other loans
735
1,095
Interest on lease liabilities
214
301
Change in value of sterling notes arising from exc
hange fluctuations
(556)
1,869
Change in value of rupiah monetary assets and liabilities arising from exc
hange fluctuations
(611)
(1,538)
Finance charge related to warrant issue
1,133
Other finance charges
3,568
2,380
20,403
23,357
Amount included as additions to property
, plant and equipment
(35)
(259)
20,368
23,098
Other finance charges include a c
harge of $1.4 million relating to abortive advisory costs incurred in respect of the
reorganisation of the group’
s Indonesian bank b
orrowings and in 2020 $1.1 million being the net present value of the premium
payable on redemption of the sterling notes discounted at the coupon rate (see note 25).
Amounts included as additions to PP
E arose on borrowings applicable to the Indonesian operations and reflected a
capitalisation rate of nil (2020: 1.2 per cent); there is no directly related tax relief.
Group financial statements
Notes to the consolidated financial statements
continued
102
R.E.A. Holdings plc
Annual Report and Accounts 2021
10. T
ax
2021
$’000
2020*
$’000
Current tax:
U
K corporation tax
Overseas withholding tax
739
968
F
oreign tax
5,326
343
F
oreign tax – prior year
2,950
T
otal current tax
9,015
1,311
Deferred tax:
Current year
11,347
(9,726)
Prior year
(425)
1,183
T
otal deferred tax
10,922
(8,543)
T
otal tax
19,937
(7,232)
* Restated – see note 37
T
axation is provided at the rates prevailing for the relevant jurisdiction. F
or Indonesia, the current and deferred taxation provision
is based on a tax rate of 22 per cent (2020: 22 per cent) and for the United Kingdom, the taxation provision reflects a
corporation tax rate of 19 per cent (2020: 19 per cent) and a deferred tax rate of 25 per cent (2020: 19 per cent).
The tax c
harge for the year can be reconciled to the loss per the consolidated income statement as follows:
2021
$’000
2020
$’000
Profit / (loss) before tax
29,198
(23,250)
Notional tax at the Indonesian standard rate of 22 per cent (2020: 22 per cent)
6,424
(5,115)
T
ax effect of the following items:
Interest expense not deductible
944
4,964
Other expenses not deductible
665
299
Exchange diff
erence on deferred tax
2,724
(1,769)
Effect of c
hange of tax rate on deferred tax
3,482
(9,012)
Prior year adjustments
2,525
1,183
Deferred tax adjustment relating to Indonesian asset valuations
1,151
1,132
Non taxable income
(328)
(11)
U
K tax rates below Indonesian standard rate
(17)
110
Overseas withholding taxes, net of relief
739
968
T
ax losses not recognised for deferred tax purposes
940
10
Change in rate of tax applicable to U
K losses
343
Other movements
688
(334)
T
ax expense / (credit) at eff
ective tax rate for the year
19,937
(7,232)
The def
erred tax charge of $10.9 million primarily relates to: $4.1 million in respect of tax losses utilised in the year (2020:
$4.2 million), $2.7 million of foreign exc
hange losses on retranslation (2020: gain of $1.8 million) and a $3.5 million charge
from the effect of tax rate c
hanges (2020: charge of $9.0 million). As reported in the 2020 annual report, corporation tax
rates in Indonesia were scheduled to reduce from a previous level of 25 per cent, through 22 per cent in 2021 and to 20 per
cent from 2022 onwards. Deferred tax assets and liabilities were calculated on this basis at 31 December 2020 resulting in a
significant deferred tax credit in 2020. T
he Indonesian government has now decided that the previously announced reduction
to 20 per cent will not go ahead and, therefore, the deferred tax liabilities have again been recomputed to 22 per cent.
In the reconciliation it has been decided to use the Indonesian standard rate of tax as that is the most relevant, as such the
2020 numbers have been updated to incorporate this.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
103
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
10. T
ax
– continued
The company’
s principal subsidiary in Indonesia has been involved for a number of years in several tax disputes with the tax
authorities. The two most material cases, originating from 2006 and 2008, relate to the recovery of interest due on tax already
repaid to the subsidiary and not to the uncertainty of underlying tax liabilities, judgements in favour of the subsidiary having
already been received.
In the 2006 case, the tax authorities have appealed to the Supreme Court against the original tax court findings in favour of the
subsidiary relating to tax repayments totalling rupiah 6 billion ($0.4 million) plus an interest settlement of rupiah 3 billion ($0.2
million). The possibility of those findings being overturned as a result of the appeal made by the tax authorities is considered
extremely unlikely because the subsidiary believes that in the 2006 case the tax authorities have not followed correct
procedure in the submission of their appeal and has submitted a counter submission to the Supreme Court.
In the 2008 case the subsidiary has appealed to the Supreme Court against the original tax court findings in favour of the tax
office. The subsidiary continues to believe that it has strong tec
hnical grounds for the appeal and will win the case.
Furthermore, both cases relate to matters that are now more than ten years old and as a result are considered extremely
unlikely to ever be heard by the Supreme Court.
Therefore, although the company’
s principal subsidiary and its advisors consider there are strong tec
hnical and legal grounds
for the recovery of both outstanding amounts, the receivable previously recognised in respect of the recovery of the interest
considered due in respect of the 2006 case, amounting to rupiah 8.7 billion (approximately $0.6 million) has been written
off in full during the year
. The amount considered receivable in respect of the 2008 case amounting to rupiah 37 billion
(approximately $3.0 million) was written off in full in previous years.
The subsidiary has also written off provisions in respect of amounts considered receivable in two other smaller cases originating
in 2009 and 2011 as it is also considered unlikely that these cases will ever be heard in the Supreme Court.
There are other less significant items under dispute with the tax authorities.
11. Dividends
2021
$’000
2020
$’000
Amounts recognised as distributions to preference shareholders:
Dividends on 9 per cent cumulative preference shares
9,787
The semi-annual dividends on the company’
s pref
erence shares that fell due on 30 June and 31 December 2021 were
duly paid together
, in the latter case, with 1p per share of the cumulative arrears of preference dividends, thus reducing the
aggregate arrears from 18p per share (£13.0 million – $17.5 million) as at 31 December 2020 to 17p per share (£12.2 million
– $16.5 million) as at 31 December 2021. The arrears of dividend are not recognised in these financial statements.
The directors e
xpect the semi-annual dividends on the company’
s preference shares arising during 2022 and 2023 to be paid
as they fall due. In addition, the directors intend that the company should pay not less that 10p of the remaining cumulative
arrears of preference dividend on or before 31 December 2022 and the balance of those arrears during 2023. T
he extent to
which an element of the intended payment of arrears during 2022 is made prior to 31 December 2022 will be decided by the
directors after determination of the company’
s final liability for purchase on 30 June 2022 of the company’
s 7.5 per cent dollar
notes 2026.
W
hile the dividends on the preference shares are more than six months in arrear
, the company is not permitted to pay dividends
on its ordinary shares. Accordingly
, no dividend in respect of the ordinary shares has to date been paid in respect of 2021 or is
proposed.
Group financial statements
Notes to the consolidated financial statements
continued
104
R.E.A. Holdings plc
Annual Report and Accounts 2021
12. Loss per shar
e
2021
$’000
2020*
$’000
Profit / (loss) attributable to equity shareholders
7,326
(13,604)
Pref
erence dividends paid relating to current year
(8,826)
Loss for the purpose of calculating loss per share
(1,500)
(13,604)
’000
’000
W
eighted average number of ordinary shares for the purpose of basic loss per share
43,951
43,951
* The loss in 2020 has been restated (see note 37) and as suc
h has increased the loss per share by 1 US cent
13. Goodwill
2021
$’000
2020
$’000
Beginning and end of year
12,578
12,578
The goodwill of $12.6 million arose from the acquisition by the company in 2006 of a non-controlling interest in the issued
ordinary share capital of Makassar Investments Limited, the parent company of R
EA Kaltim, for a consideration of $19.0
million and has an indefinite life. T
he goodwill is reviewed for impairment as explained under "Goodwill" in "Accounting policies
(group)".
The group’
s testing for impairment of goodwill includes the comparison of the recoverable amount of eac
h cash generating
unit to which goodwill has been allocated (the plantations, whic
h are treated for this purpose as a single cash generating unit)
with their carrying value and this is updated at each reporting date and whenever there are indications of impairment. T
he
recoverable amounts of all plantations are based on their value in use. V
alue in use is the present value of expected future cash
flows from the plantations over a 25 year plantation cycle (25 years being the normal cycle of an oil palm planting). The key
assumptions and sensitivities are set out in note 1.
Based upon their review
, the directors have concluded that no impairment of goodwill is required.
14. Intangible assets – development expenditure
2021
$’000
2020
$’000
Beginning of year
5,438
5,430
Additions
15
8
End of year
5,453
5,438
Amortisation:
Beginning of year
4,340
3,295
Charge for year
752
1,045
End of year
5,092
4,340
Carrying amount:
End of year
361
1,098
Beginning of year
1,098
2,135
Development expenditure on computer software that is not integral to an item of property
, plant and equipment is recognised
separately as an intangible asset.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
105
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
15. Property
, plant and equipment
Plantings
$’000
Buildings
and
structures
$’000
Plant,
equipment
and vehicles
$’000
Construction
in progress
$’000
T
otal
$’000
Cost:
At 1 January 2020
175,329
245,789
122,207
7,659
550,984
Additions
1,250
2,051
2,757
4,702
10,760
Reclassifications and adjustments
1,450
1,781
(3,248)
(17)
Disposals
(1,164)
(696)
(2,597)
(4,457)
At 31 December 2020
175,415
248,594
124,148
9,113
557,270
Additions
570
935
7,101
10,049
18,655
Reclassifications and adjustments
(55)
2,063
1,366
(3,391)
(17)
Disposals
(643)
(1,184)
(7,161)
(338)
(9,326)
At 31 December 2021
175,287
250,408
125,454
15,433
566,582
Accumulated depreciation:
At 1 January 2020
46,208
45,015
65,405
156,628
Charge for year
10,012
7,297
9,615
26,924
Reclassifications and adjustments
59
(38)
21
Disposals
(206)
(51)
(2,597)
(2,854)
At 31 December 2020
56,014
52,320
72,385
180,719
Charge for year
10,170
7,501
9,301
26,972
Reclassifications and adjustments
1
(2)
(7)
(8)
Disposals
(185)
(213)
(6,501)
(6,899)
At 31 December 2021
66,000
59,606
75,178
200,784
Carrying amount:
At 31 December 2021
109,287
190,802
50,276
15,433
365,798
At 31 December 2020
119,401
196,274
51,763
9,113
376,551
The depreciation c
harge for the year includes $35,000 (2020: $56,000) which has been capitalised as part of additions to
plantings and buildings and structures.
At the balance sheet date, the group had entered into contractual commitments for the acquisition of property
, plant and
equipment amounting to $7.3 million (2020: $2.6 million).
At the balance sheet date, property
, plant and equipment of $132.4 million (2020: $141.3 million) had been charged as
security for bank loans.
Group financial statements
Notes to the consolidated financial statements
continued
106
R.E.A. Holdings plc
Annual Report and Accounts 2021
16. Land
2021
$’000
2020
$’000
Cost:
Beginning of year
44,201
42,920
Additions
3,754
3,897
Reclassifications and adjustments
7
1
Impairment (see note 8)
(2,617)
End of year
47,962
44,201
Accumulated amortisation:
Beginning and end of year
4,322
4,322
Carrying amount:
End of year
43,640
39,879
Beginning of year
39,879
38,598
Balances classified as land represent amounts invested in land utilised for the purpose of the plantation operations in
Indonesia. There are two types of cost, one relating to the acquisition of HG
Us and one relating to izin lokasis.
At 31 December 2021, certificates of HG
U had been obtained in respect of areas covering 64,522 hectares (2020: 64,522
hectares). An HG
U is effectively a government certification entitling the holder to utilise the land for agricultural and related
purposes. Retention of an HG
U is subject to payment of annual land taxes in accordance with prevailing tax regulations. H
G
Us
are normally granted for an initial term of 30 years and are renewable on expiry of suc
h term.
The other cost relates to the acquisition of izin lokasi, eac
h of which is an allocation of Indonesian state land granted by the
Indonesian local authority responsible for administering the land area to which the allocation relates. Suc
h allocations are
preliminary to the process of fully titling an area of land and obtaining an HG
U in respect of it. Izin lokasi are normally valid for
periods of between one and three years but may be extended if steps have been taken towards obtaining full titles. T
he costs in
question were previously disclosed in non-current receivables but have all been reclassified as they are better viewed as part of
the costs of ultimately acquiring HG
Us.
As disclosed in note 8 $2.6 million of cost relating to izin lokasi were written off in 2020.
At the balance sheet date, land titles of $18.9 million (2020: $18.5 million) had been c
harged as security for bank loans (see
note 24).
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
107
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
17. Financial assets: stone and coal interests
2021
$’000
2020
$’000
Stone interest
25,622
24,266
Coal interests
32,035
36,282
Provision against loan to coal interests
(2,550)
(3,000)
55,107
57,548
Interest bearing loans have been made to two Indonesian companies that, directly and through a further Indonesian company
,
own rights in respect of certain stone and coal concessions in East Kalimantan Indonesia. P
ursuant to the arrangements
between the group and its local partners, the company’
s subsidiary
, KCC, has the right, subject to satisfaction of local regulatory
requirements, to acquire 95 per cent of the concession holding group of companies at original cost with the balance of 5 per
cent remaining owned by the local partners. Under current regulations such rights cannot be e
xercised. In the meantime, the
concession holding companies are being financed by loan funding from the group and no dividends or other distributions or
payments may be paid or made by the concession holding companies to the local partners without the prior agreement of KCC.
A guarantee has been executed by the stone concession company in respect of the amounts owed to the group by the two
coal concession companies.
As previously reported, a merits hearing in the arbitration in respect of certain claims made against PT Indo Pancadasa
Agrotama ("I
P
A") by two claimants (connected with each other), with whom IP
A previously had conditional agreements relating
to the development and operation of the I
P
A coal concession, took place by way of a virtual hearing at the end of June 2020.
The company was joined as a party to the arbitration on a prima facie basis and without prejudice to any final determination
of jurisdiction. Further separate, but related, potential claims threatened by the two claimants in respect of, inter alia, alleged
tortious conduct by the company's subsidiary
, R.E.A. Services Limited ("R
EAS"), and its managing director were stayed pending
a conclusion of the arbitration hearing. None of the claims was considered to have any merit and this was confirmed in
December 2020, when the arbitral tribunal dismissed all claims in the arbitration against I
P
A and the group and awarded costs
on an indemnity basis to I
P
A. Such costs totalling $5.8 million were fully recovered in January 2021. T
he tribunal’
s decision also
removed the grounds for the separate stayed claims in respect of tortious conduct.
Included within the stone and coal interest balances is cumulative interest receivable of $10.5 million net of a provision of
$10.5 million (2020: $9.0 million cumulative interest receivable and $9.0 million provision). This interest has been provided
against due to the creditworthiness of the stone and coal interests, two out of three of which are not yet in production, and
as such have no operational cashflows from whic
h to settle interest in the next six months. T
he third company has recently
started generating revenue and the directors will reassess these balances during 2022 when the liquidity of the stone and coal
interests has improved.
18. Subsidiaries
A list of the subsidiaries, including the name, country of incorporation, activity
, registered office address and proportion of
ownership is given in note (iv) to the company’
s individual financial statements.
19. Inventories
2021
$’000
2020
$’000
Agricultural produce
9,051
9,363
Engineering and other operating inventory
8,781
6,706
17,832
16,069
Agricultural produce is carried at the lower of cost and net realisable value but for this purpose the cost of FF
B (which form
part of the input to the cost of agricultural produce) has been measured at fair value at point of harvest.
Group financial statements
Notes to the consolidated financial statements
continued
108
R.E.A. Holdings plc
Annual Report and Accounts 2021
20. Biological assets
Biological assets comprise the growing produce on the group’
s oil palms and are carried at fair value. The basis of valuation
is set out under "Biological assets" in "Accounting policies (group)". Biological assets are classified as level 2 in the fair value
hierarchy prescribed by IF
RS 13: Fair value measurement as there are observable data inputs to enable the valuation of
growing produce prior to harvest. In previous years biological assets were classified as level 3 in the fair value hierarchy but
the FR
C’
s review of the 2020 financial statements and comments in respect of the biological assets disclosures triggered
a detailed review of the valuation methodology which it was then realised was actually based on observable data inputs as
explained in the Biological assets accounting policy
. Accordingly
, the change of classification from level 3 to level 2 has been
adopted for accounting periods after 31 December 2020.
The reconciliation below does not include decreases due to harvest as required by IA
S 41 as all growing produce having a
value at the end of each accounting period will have been harvested by the end of the immediately succeeding accounting
period.
2021
$’000
2020
$’000
Beginning of year
2,953
2,764
Fair value gain taken to income
1,201
189
End of year
4,154
2,953
At the balance sheet date, biological assets of $4.2 million (2020: $3.0 million) had been c
harged as security for bank loans
(see note 24).
21. T
rade and other receivables
2021
$’000
2020*
$’000
Due from sale of goods
1,455
3,333
Prepayments and advance payments
1,966
5,283
Other tax and social security
7,873
5,784
Plasma advances
21,710
21,353
Other receivables
1,280
4,137
34,284
39,890
* The 2020 balance has been updated as the current tax asset is now separately disclosed on the balance sheet
In respect of CPO and C
PKO which represent most of the groups' sales, payment of 90 per cent of the cargo is received in
advance of loading to the buyer’
s vessel (FO
B) or disc
harge to the buyer’
s shore tank (C
I
F). Due from sale of goods represents
the balance receivable on sales of CPO and C
PKO (which is due within five days) plus receivables relating to other products.
Amounts due from sale of goods had an average credit period of five days (2020: 11 days). The directors consider that the
carrying amount of trade and other receivables approximates their fair value
Plasma advances are discussed under "Credit risk" in note 23.
22. Cash and cash equivalents
Cash and cash equivalents comprise cash held by the group and short-term bank deposits. The Moody’
s prime rating of short
term bank deposits amounting to $46.9 million (2020: $11.8 million) is set out in note 23 under the heading "Credit risk". At
31 December 2021 $8.4 million (2020: $4.4 million) of total bank deposits were subject to charges.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
109
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
23. Financial instruments
Capital risk management
The group manages as capital its debt, whic
h includes the borrowings disclosed in notes 24 to 26 and note 28, cash and cash
equivalents and equity attributable to shareholders of the company
, comprising issued ordinary and preference share capital,
reserves and retained earnings as disclosed in note 31 and the consolidated statement of changes in equity
. The group is not
subject to externally imposed capital requirements.
The directors’ policy in regard to the capital structure of the group is to seek to enhance returns to holders of the company's
ordinary shares by meeting a proportion of the group's funding needs with prior ranking capital and to constitute that capital
as a mix of preference share capital and borrowings from financial institutions and the public debt market, in proportions which
suit, and as respects borrowings that have a maturity profile which suits, the assets that such capital is financing. In so doing,
the directors regard the company’
s preference share capital as permanent capital and then seek to structure the group's
borrowings so that shorter term bank debt is used only to finance working capital requirements while debt funding for the
group's development programme is sourced from issues of listed debt securities and medium term borrowings from financial
institutions.
W
hilst the group retains this policy
, the directors recognise that the group’
s current b
orrowings are not compliant with the policy
.
The group will aim to overcome this by reducing borrowings to the extent that cash generation permits.
Net debt to equity ratio
Net debt, equity and the net debt to equity ratio at the balance sheet date were as follows:
2021
$’000
2020
$’000
Debt*
222,560
201,156
Cash and cash equivalents
(46,892)
(11,805)
Net debt
175,668
189,351
* Being the book value of long and short term b
orrowings as detailed in the table below under "Fair value of financial instruments"
Equity (including non-controlling interests)
246,394
245,816
Net debt to equity ratio
71.3%
77.0%
Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and e
xpenses are recognised, in respect of each class of financial instrument are
disclosed in the "Accounting policies (group)" section of this annual report.
Categories of financial instruments
Financial assets as at 31 December 2021 comprised receivables and loans (including stone and coal interests) held at
amortised cost and cash and cash equivalents amounting to $131.8 million (2020: $108.8 million).
Financial liabilities as at 31 December 2021 comprised liabilities at amortised cost amounting to $265.2 million (2020: $268.9
million).
As explained in note 17, conditional arrangements e
xist for the group to acquire at historic cost the shares in the Indonesian
companies owning rights over certain stone and coal concessions. The directors have attributed a fair value of zero to these
interests in view of the prior claims of loans to the concession owning companies and the present stage of the operations.
Group financial statements
Notes to the consolidated financial statements
continued
110
R.E.A. Holdings plc
Annual Report and Accounts 2021
23. Financial instruments
– continued
Financial risk management objectives
The group manages the financial risks relating to its operations through internal reports whic
h permit the degree and
magnitude of such risks to be assessed. T
hese risks include market risk, credit risk and liquidity risk.
The board sets policies on foreign exc
hange risk, interest rate risk, credit risk, the use of financial instruments and the
investment of excess liquidity
. Compliance with policies and exposure limits is reviewed on a continuous basis. T
he group does
not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
Market risk
The financial market risks to whic
h the group is primarily exposed are those arising from c
hanges in interest rates and foreign
currency exc
hange rates.
The group’
s policy as regards interest rates is to borrow whenever economically practicable at fixed interest rates, but where
borrowings are raised at floating rates the directors would not normally seek to hedge such exposure. T
he sterling notes
and the dollar notes carry interest at fixed rates of, respectively
, 8.75 and 7.5 per cent per annum. In addition, the company’
s
preference shares carry a cumulative entitlement to a fixed annual dividend of 9 pence per share subject to the same being
declared by the directors.
At 31 December 2021, interest is payable on drawings under Indonesian rupiah term loan facilities at a fixed rate of 8.75 per
cent (2020: fixed rates of 10.5, 11.25 or 11.5 per cent) and under a short term working capital facility at 3.0 per cent (2020:
10.5 per cent on an annually renewable working capital facility).
A one per cent increase in interest applied to those financial instruments shown in the table below entitled "Fair value of
financial instruments" as held at 31 December 2021 which carry interest at floating rates would have resulted over a period of
one year in a pre-tax profit (and equity) increase or decrease of $0.4 million (2020: pre-tax profit (and equity) decrease of $nil).
The group regards the dollar as the functional currency of most of its operations. T
he directors believe that the group will be
best served going forward by simply maintaining a balance between its borrowings in different currencies and avoiding currency
hedging transactions. Accordingly
, the group regards some exposure to currency risk on its non dollar borrowing as an inherent
and unavoidable risk of its business. The group has never covered, and does not intend in future to cover
, the currency exposure
in respect of the component of the investment in its operations that is financed with sterling denominated shareholder capital.
The group’
s policy is to maintain a cash balance in sterling sufficient to meet its projected sterling e
xpenditure for a period of
between six and twelve months and a cash balance in rupiah sufficient to cover its forthcoming rupiah debt service obligations
and short term rupiah denominated operating expenditure.
At the balance sheet date, the group had non dollar monetary items denominated in sterling and rupiah. A 5 per cent
strengthening of the sterling against the dollar would have resulted in a loss dealt with in the consolidated income statement
and equity of $2.2 million on the net sterling denominated non-derivative monetary items (2020: loss $2.2 million). A 5 per cent
strengthening of the rupiah against the dollar would have resulted in a loss dealt with in the consolidated income statement and
equity of $6.2 million on the net Indonesian rupiah denominated, non-derivative monetary items (2020: loss of $7.6 million).
Credit risk
Credit risk is the risk that one party will fail to discharge an obligation and cause the other party to incur a loss. Management
has established a credit policy and the exposure to credit risk is monitored on a continuous basis.
The group has credit risk in respect of loans to stone and coal interests, its customers and also deposits and other receivables
(principally advances to plasma cooperatives).
The credit risk in relation to the stone and coal interests is addressed by applying the lif
etime expected credit loss model and
the directors perform a look through to the value of the underlying stone and coal rights as set out in note 1.
The credit risk in relation to customers is limited as 90 per cent of the value of all Indonesian CPO and CP
KO sales is
receivable in advance of loading to the buyer’
s vessel (FO
B sales) or disc
harge to the customer’
s shore tank (C
I
F sales).
Moreover
, sales are to a small number of well-known buyers: about 96 per cent of sales of goods are to 3 customers (2020: 93
per cent).
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
111
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
23. Financial instruments
– continued
35 per cent of sales in 2021 were Indonesian FOB sales (2020: 25 per cent).
65 per cent of sales in 2021 were Indonesian CI
F sales (2020: 59 per cent).
In 2020 16 per cent of sales were Export CI
F sales paid via letters of credit where there is virtually no credit risk.
Plasma advances comprise the cost of developing plasma plantations less recoveries (loan repayments) arising from surplus
cashflows generated by the plasma plantations. These plasma plantations are managed by the company thereby ensuring that
high agronomy standards are maintained and maximum yields and profitability attained. W
ith CPO & C
PKO prices now forecast
to remain at remunerative levels in the years ahead plasma plantations are expected to be profitable and generate sufficient
cashflows to fully repay the advances made.
The group reviews the recoverable amount of eac
h debt on an individual basis at the end of the reporting period to ensure that
adequate loss allowance is made for irrecoverable amounts.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international
credit agencies. At 31 December 2021, 1 per cent of bank deposits were held with banks with a Moody’
s prime rating of P1
(2020: 18 per cent) and 99 per cent with a bank with a Moody’
s prime rating of P2 (2020: 82 per cent).
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the board of directors of the company
, which has established an
appropriate framework for the management of the group’
s short, medium and long term funding and liquidity requirements.
W
ithin this framework, the board continuously monitors forecast and actual cash flows and endeavours to maintain adequate
liquidity in the form of cash reserves and borrowing facilities to meet the projected obligations of the group. There were $3.2
million (2020: nil) undrawn facilities available to the group at the balance sheet date as disclosed in note 24.
The board reviews the cash forecasting models for the operation of the plantations and compares these with the forecast
outflows for debt obligations and projected capital expenditure programmes for the plantations, applying sensitivities to take
into account perceived major uncertainties. In their review
, the directors place the greatest emphasis on the cash flow of the
first two years.
Financial instruments
The following tables detail the contractual maturity of the group’
s financial liabilities at 31 December 2021. T
he tables have
been drawn up based on the undiscounted amounts of the group’
s financial liabilities based on the earliest dates on which the
group can be required to discharge those liabilities. T
he table includes liabilities for both principal and interest.
2021
W
eighted
average
interest rate
%
Under
1 year
$’000
Between
1 and 2
years
$’000
Between
2 and 5
years
$’000
Over
5 years
$’000
T
otal
$’000
Bank loans
8.5
55,511
24,684
60,012
51,801
192,008
Dollar notes – repayable 2022
7.5
28,049
28,049
Sterling notes – repayable 2025
8.4
3,536
3,556
48,837
55,929
Non-controlling shareholder loans – dollar
3.9
2,446
2,353
13,185
17,984
T
rade and other payables, and contract liabilities
48,633
48,633
138,175
30,593
122,034
51,801
342,603
Group financial statements
Notes to the consolidated financial statements
continued
112
R.E.A. Holdings plc
Annual Report and Accounts 2021
23. Financial instruments
– continued
2020
W
eighted
average
interest rate
%
Under
1 year
$’000
Between
1 and 2
years
$’000
Between
2 and 5
years
$’000
Over
5 years
$’000
T
otal
$’000
Bank loans
10.8
61,073
14,551
49,998
125,622
Dollar notes – repayable 2022
7.5
2,028
28,049
-
30,077
Sterling notes – repayable 2025
8.4
3,703
3,708
54,879
62,290
Non-controlling shareholder loans – dollar
3.8
644
2,603
16,273
19,520
Loan from related party – sterling
13.0
3,024
3,024
Loan from related party – dollar
5.1
1,439
1,439
T
rade and other payables, and contract liabilities
59,815
20,712
80,527
131,726
69,623
121,150
322,499
At 31 December 2021, the group’
s financial assets (other than receivables) comprised cash and deposits of $46.9 million
(2020: $11.8 million) carrying a weighted average interest rate of 1.5 per cent (2020: nil per cent) all having a maturity of
under one year
, and stone and coal interests of $55.1 million (2020: $57.5 million) details of which are given in note 17.
Fair value of financial instruments
The table below provides an analysis of the book values and fair values of financial instruments, excluding receivables and trade
payables and Indonesian stone and coal interests, as at the balance sheet date. Cash and deposits, dollar notes and sterling notes
are classified as level 1 in the fair value hierarchy prescribed by IF
RS 13: Fair value measurement (level 1 includes instruments
where inputs to the fair value measurements are quoted prices in active markets). All other financial instruments are classified as
level 3 in the fair value hierarchy (level 3 includes instruments whic
h have no observable market data to provide inputs to the fair
value measurements). No reclassifications of financial instruments between levels in the fair value hierarchy were made during
2021 (2020: none).
2021
Book value
$’000
2021
Fair value
$’000
2020
Book value
$’000
2020
Fair value
$’000
Cash and deposits*
46,892
46,892
11,805
11,805
Bank debt within one year**
(16,955)
(16,955)
(54,148)
(54,148)
Bank debt after more than one year**
(119,871)
(119,871)
(56,062)
(56,062)
Loans from non-controlling shareholder within one year*
(5,575)
(5,575)
Loans from non-controlling shareholder after more than one year**
(6,025)
(6,025)
Loans from non-controlling shareholder after more than one year*
(10,641)
(10,641)
(11,091)
(11,091)
Loan from related party within one year – sterling**
(2,661)
(2,661)
Loan from related party within one year – dollar*
(1,370)
(1,370)
Dollar notes within one year – repayable 2022**
(26,985)
(26,630)
Dollar notes after one year– repayable 2022**
(26,891)
(25,683)
Sterling notes after one year – repayable 2025**
(42,533)
(41,647)
(42,908)
(37,896)
Net debt
(175,668)
(174,427)
(189,351)
(183,131)
*
Bearing interest at floating rates
**
Bearing interest at fixed rates
The fair values of cash and deposits, loans from non-controlling shareholder
, loans from related party and bank debt
approximate their carrying values since these carry interest at current market rates. T
he fair values of the dollar notes and
sterling notes are based on the latest prices at which those notes were traded prior to the balance sheet dates.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
113
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
23. Financial instruments
– continued
Changes in liabilities arising from financing activities and analysis of movement in borrowings
The table below details c
hanges in the group’
s liabilities arising from financing activities, including both cash and non cash
changes. Liabilities from financing activities are those for whic
h cash flows were, or future cash flows will, be classified in the
group’
s consolidated cash flow statement as cash flows from financing activities.
At
1 January
2021
$’000
Financing
cash flows
$’000
Non-cash
other
changes
$’000
At 31
December
2021
$’000
Bank debt
(110,210)
(27,045)
429
(136,826)
Loan from non-controlling shareholder
(17,116)
900
(16,216)
Dollar notes – repayable 2022
(26,891)
(94)
(26,985)
Sterling notes – repayable 2025
(42,908)
375
(42,533)
Loan from related party – sterling
(2,661)
2,698
(37)
Loan from related party – dollar
(1,370)
1,370
Lease liabilities
(3,472)
2,617
(5,375)
(6,230)
T
otal liabilities from financing activities
(204,628)
(19,460)
(4,702)
(228,790)
The maximum liability in relation to loans from a related party during the year was $4.1 million.
At
1 January
2020
$’000
Financing
cash flows
$’000
Non-cash
other
changes
$’000
At
31 December
2020
$’000
Bank debt
(126,925)
13,484
3,231
(110,210)
Loan from non-controlling shareholder
(24,630)
7,514
(17,116)
Dollar notes – repayable 2022
(26,804)
(87)
(26,891)
Sterling notes – repayable 2025
(38,996)
(3,912)
(42,908)
Loan from related party – sterling
(2,503)
(158)
(2,661)
Loan from related party – dollar
(1,370)
(1,370)
Lease liabilities
(4,163)
2,434
(1,743)
(3,472)
T
otal liabilities from financing activities
(221,518)
19,559
(2,669)
(204,628)
The maximum liability in relation to loans from related parties during 2020 was $6.1 million.
Group financial statements
Notes to the consolidated financial statements
continued
114
R.E.A. Holdings plc
Annual Report and Accounts 2021
24. Bank loans
2021
$’000
2020
$’000
Bank loans
136,826
110,210
The bank loans are repayable as follows:
On demand or within one year
16,955
54,148
Between one and two years
14,393
9,823
Between two and five years
51,999
46,239
After five years
53,479
136,826
110,210
Amount due for settlement within 12 months
16,955
54,148
Amount due for settlement after 12 months
119,871
56,062
136,826
110,210
All bank loans are denominated in rupiah and are net of unamortised expenses of $6.8 million (2020: $0.9 million) and are at
fixed rates (2020: fixed rates). The weighted average interest rate in 2021 was 8.5 per cent (2020: 10.8 per cent). Bank loans
of $136.8 million (2020: $110.2 million) are secured on certain land titles, property
, plant and equipment, biological assets and
cash assets held by R
EA Kaltim, KMS and SYB having an aggregate book value of $163.8 million (2020: $167.1 million), and
are the subject of an unsecured guarantee by the company
. The banks are entitled to have recourse to their security on usual
banking terms.
The 2020 figure for amounts due within one year includes $30.5 million in respect of loans that would not have been treated
as current liabilities had the waivers granted in respect of certain covenant breaches been received before instead of after the
year end.
Under the terms of its bank facilities, certain plantation subsidiaries are restricted to an extent in the payment of interest on
borrowings from, and on the payment of dividends to, other group companies. The directors do not believe that the applicable
covenants will affect the ability of the company to meet its cash obligations.
At the balance sheet date, the group had undrawn rupiah denominated facilities of $3.2 million (2020: $nil).
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
115
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
25. Sterling notes
The sterling notes comprise £30.9 million nominal of 8.75 per cent guaranteed 2025 sterling notes (2020: £30.9 million
nominal) issued by the company’
s subsidiary
, R
EA Finance B.V
..
The repayment date for the sterling notes was e
xtended during 2020 to 2025. In consideration of noteholders agreement of
the extension the company issued a total of 4,010,760 warrants to subscribe, for a period of five years,for ordinary shares in
the capital of the company at a price of £1.26 per share to the holders of the sterling notes on the basis of 130 warrants per
£1,000 nominal of sterling notes held at the close of business (London time) on 24 Marc
h 2020.
The sterling notes are thus now due for repayment on 31 August 2025. A premium of 4p per £1 nominal of sterling notes
is payable on redemption of the sterling notes on 31 August 2025 (or earlier in the event of default) or on surrender of the
sterling notes in satisfaction, in whole or in part, of the subscription price payable on exercise of the warrants on the final
subscription date (namely 15 July 2025). The sterling notes are guaranteed by the company and another wholly owned
subsidiary of the company
, R
EAS, and are secured principally on unsecured loans made by R
EAS to Indonesian plantation
operating subsidiaries of the company
.
The repayment obligation in respect of the sterling notes of £30.9 million ($41.6 million) is carried on the balance sheet net of
the unamortised balance of the note issuance costs plus the amortised premium to date.
26. Dollar notes
The dollar notes comprise $27.0 million nominal of 7.5 per cent dollar notes 2022 (2020: $27.0 million nominal) and are stated
net of the unamortised balance of the note issuance costs.
On 3 March 2022 the repayment date for the dollar notes was e
xtended from 30 June 2022 to 30 June 2026. In
consideration of the noteholders sanctioning the extension of the redemption date the company paid eac
h noteholder a
consent fee equal to 0.25 per cent of the nominal amount of dollar notes held by suc
h holder
.
The dollar notes are thus now due for repayment on 30 June 2026.
The company has undertaken to procure that REAS purchases at par
, on 30 June 2022, the dollar notes held by any
noteholder who has indicated by no later than 31 May 2022 that they do not wish to retain their notes beyond 30 June 2022
and for which the company’
s brokers have been unable to arrange buyers on terms acceptable to suc
h noteholder
. W
hile R
EAS
intends to sell, over time, any dollar notes so acquired by it.
There are currently $27.0 million nominal of dollar notes in issue. T
he group has received an undertaking from one existing
holder of $3.0 million nominal of the notes that it will retain that holding and will be willing to purchase a further $6.0 million
nominal of notes. Holders of a further $12.0 million nominal of notes have indicated that they expect to retain their notes.
Accordingly
, the group does not expect that the funding required to bridge the purchase of notes by REAS will exceed $6.0
million.
Group financial statements
Notes to the consolidated financial statements
continued
116
R.E.A. Holdings plc
Annual Report and Accounts 2021
27. Deferred tax
The following are the major def
erred tax assets and liabilities recognised by the group and the movements thereon during the
year and preceding year:
Deferred tax assets / (liabilities)
Plantings
$’000
Other
property
,
plant and
equipment
$’000
Income/
expenses*
$’000
Agricultural
produce
and other
inventory
$’000
Ta
x
losses
$’000
T
otal
$’000
At 1 January 2020
(46,111)
(5,830)
760
118
11,764
(39,299)
Prior year adjustment
1,583
(2,808)
41
1
(1,183)
Credit / (charge) to income for the year
(1,286)
2,245
2,108
31
(4,153)
(1,055)
Credit to comprehensive income for the year**
197
197
Effect of tax rate c
hanges to income for the year
7,918
2,553
(167)
115
(1,407)
9,012
Effect of tax rate c
hanges to comprehensive income
for the year **
(92)
(92)
Exchange diff
erences***
(1,799)
3,568
1,769
T
ransfers
4,940
(4,127)
(150)
(691)
29
1
At 31 December 2020
(34,755)
(4,399)
2,697
(427)
6,234
(30,650)
Prior year adjustment
936
(753)
242
425
Prior year adjustment to translation reserve
497
497
Credit / (charge) to income for the year
(654)
1,378
(1,594)
(206)
(4,065)
(5,141)
Credit to comprehensive income for the year**
(168)
(168)
Effect of tax rate c
hanges to income for the year
(3,382)
(515)
326
(43)
132
(3,482)
Effect of tax rate c
hanges to comprehensive income
for the year **
14
14
Exchange diff
erences***
(784)
(1,905)
(40)
5
(2,724)
At 31 December 2021
(38,639)
(6,194)
1,974
(671)
2,301
(41,229)
Deferred tax assets
1,974
2,301
4,275
Deferred tax liabilities
(38,639)
(6,194)
(671)
(45,504)
At 31 December 2021
(38,639)
(6,194)
1,974
(671)
2,301
(41,229)
Deferred tax assets
2,697
6,234
8,931
Deferred tax liabilities
(34,755)
(4,399)
(427)
(39,581)
At 31 December 2020
(34,755)
(4,399)
2,697
(427)
6,234
(30,650)
*
Includes income, gains or expenses recognised for reporting purposes, but not yet charged to or allowed for tax
** Relating to actuarial losses
***
Included in the consolidated income statement
At the balance sheet date, the group had unused tax losses of $10.5 million (2020: $31.4 million) available to be applied
against future profits. A deferred tax asset of $2.3 million (2020: $6.2 million) has been recognised in respect of these losses,
which are e
xpected to be used in the future based on the group’
s detailed cashflow and profitability projections. A tax loss
of $0.7 million incurred in 2020 (2021: $nil) by the company's subsidiary
, PT KCC Resources Indonesia ("KCC
R
I"), was not
recognised and at the balance sheet date; tax losses aggregating $4.6 million (2020: $5.3 million) incurred by the same
subsidiary had not been recognised; these tax losses expire after five years. Capital tax losses totalling $8.5 million in the
company and R
EAS are not recognised in def
erred tax as they are not expected to be used.
Indonesian corporation tax rates had been announced to decrease from 25 per cent in 2020, to 22 per cent in 2021 and then
to 20 per cent from 2022 onwards. The 20 per cent rate was used to calculate the value of def
erred tax liabilities in 2020
(as those liabilities were not expected to crystallise in the near future) resulting in a def
erred tax credit of $9.0 million. During
2021, it was announced that the decrease to 20 per cent would not go ahead and corporation tax rates would remain at 22 per
cent. This c
hange in rate has been factored into the calculations in 2021 resulting in a $3.5 million charge due to rate c
hanges.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
117
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
27. Deferred tax
– continued
At the balance sheet date, the aggregate amount of net temporary diff
erences (gross differences after 10 per cent withholding
tax) associated with undistributed earnings of subsidiaries for which def
erred tax liabilities have not been recognised was $5.1
million (2020: $3.9 million). No liability has been recognised in respect of these differences because the group is in a position
to control the reversal of the temporary differences and it is probable that suc
h differences will not reverse significantly in the
foreseeable future.
The temporary diff
erence of $38.6 million (2020: $34.8 million) in respect of plantings arises from their recognition prior to
2015 at fair value in the group accounts, compared with their historic base cost in the local accounts of overseas subsidiaries.
From 2015 onwards this temporary diff
erence reverses as the plantings are depreciated over their remaining useful life.
F
ollowing a review of the 2020 numbers, the movements and classification of some of the balances have been restated. See
note 37 for further details.
28. Other loans and payables
2021
$’000
2020
$’000
Indonesian retirement benefit obligations
8,849
11,392
Lease liabilities (see note 29)
6,230
3,472
Loans from non-controlling shareholder
16,216
17,116
Loan from related party
4,031
31,295
36,011
Repayable as follows:
On demand or within one year (shown under current liabilities)
7,293
7,321
Between one and two years
13,361
11,574
Between two and five years
10,641
17,116
After five years
Amount due for settlement after 12 months
24,002
28,690
31,295
36,011
Liabilities by currency:
Sterling
2,814
Dollar
16,216
18,486
Rupiah
15,079
14,711
31,295
36,011
Further details of the retirement benefit obligations are set out in note 35. T
he directors estimate that the fair value of other
loans and payables approximates their carrying value.
Group financial statements
Notes to the consolidated financial statements
continued
118
R.E.A. Holdings plc
Annual Report and Accounts 2021
29. Leases
The group leases boats for the transportation of palm oil and also leases office properties in London and Balikpapan.
The office leases have been capitalised as assets in buildings and structures and the boats in plant, equipment and vehicles
within property
, plant and equipment in fixed assets (see note 15).
Right of use assets in property
, plant and equipment
Buildings
and
structures
Plant,
equipment
and vehicles
T
otal
Cost:
$’000
$’000
$’000
At 1 January 2020
642
5,306
5,948
Additions
-
1,833
1,833
Disposals
-
(2,285)
(2,285)
At 31 December 2020
642
4,854
5,496
Additions
88
5,125
5,213
Disposals
(116)
(954)
(1,070)
At 31 December 2021
614
9,025
9,639
Accumulated depreciation:
At 1 January 2020
232
1,827
2,059
Charge for year
232
2,219
2,451
Disposals
-
(2,285)
(2,285)
At 31 December 2020
464
1,761
2,225
Charge for year
184
2,168
2,352
Disposals
(116)
(954)
(1,070)
At 31 December 2021
532
2,975
3,507
Carrying amount:
At 31 December 2021
82
6,050
6,132
At 31 December 2020
178
3,093
3,271
Lease liabilities
(see
note 28)
2021
$’000
2020
$’000
W
ithin one year
1,045
2,440
Between one and two years
5,185
1,032
Between two and five years
-
After five years
-
6,230
3,472
Other disclosures in these financial statements
2021
$’000
2020
$’000
Interest on lease liabilities (see note 9)
214
301
Principal payments on lease liabilities disclosed in the cash flow statement
2,617
2,434
Short term leases
A number of the boat leases qualify for the short term lease exemption but for consistency all boat leases are treated in the
same way
.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
119
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
30. T
rade and other payables
2021
$’000
2020*
$’000
T
rade payables
15,888
14,716
Contract liabilities
25,616
41,828
Other tax and social security
389
1,932
Accruals
7,187
6,166
Other payables
7,129
3,271
56,209
67,913
Repayable as follows:
On demand or within one year (shown under current liabilities)
54,720
47,201
In the second year
1,489
20,712
Amount due for settlement after 12 months
1,489
20,712
56,209
67,913
* Restated – see note 37
The average credit period taken on trade payables is 63 days (2020: 100 days).
The contract liabilities relate to prepaid sales contacts whereby advance payments are received for future product deliveries.
$23.6 million of the 2020 contract liabilities were recognised in revenue in 2021 and $18.2 million will be recognised in
revenue in 2022. All of the 2021 contract liabilities will be recognised in revenue in 2022.
The reason for the large decrease in contract liabilities was the sharp increase in CPO and CP
KO prices e
xperienced during
2021 and the consequential improvement in liquidity that enabled the group to reduce the advances negotiated with key
customers.
The directors estimate that the fair value of trade and other payables appro
ximates their carrying value.
31. Share capital
2021
$’000
2020
$’000
Issued and fully paid (in dollars):
72,000,000 – 9 per cent cumulative preference shares of £1 eac
h (2020: 72,000,000)
116,516
116,516
43,950,429 – ordinary shares of 25p each (2020: 43,950,429)
18,071
18,071
132,500 – ordinary shares of 25p each held in treasury (2020: 132,500)
(1,001)
(1,001)
133,586
133,586
The pref
erence shares entitle the holders thereof to payment, out of the profits of the company available for distribution, but
subject to the approval of a board resolution to make a distribution out of available profits, of a cumulative preferential dividend
of 9 per cent per annum on the nominal amount paid up on such pref
erence shares. The pref
erence shares shall rank for
dividend in priority to the payment of any dividend to the holders of any other class of shares. In the event of the company
being wound up, holders of the preference shares shall be entitled to the amount paid up on the nominal value of suc
h shares
together with any arrears and accruals of the dividend thereon. The pref
erence shares shall rank on a winding up or other
return of capital in priority to any other shares of the company for the time being in issue.
Subject to the rights of the holders of preference shares, holders of ordinary shares are entitled to share equally with eac
h
other in any dividend paid on the ordinary share capital and, on a winding up of the company
, in any surplus assets available for
distribution among the members.
Group financial statements
Notes to the consolidated financial statements
continued
120
R.E.A. Holdings plc
Annual Report and Accounts 2021
31. Share capital
– continued
Changes in share capital
Issued and fully paid:
9 per cent
cumulative
preference
shares of
£1each
Ordinary
shares of
25peach
At 1 January 2020
72,000,000
40,509,529
Issued during 2020
3,441,000
At 31 December 2020 and 2021
72,000,000
43,950,529
There have been no c
hanges in preference share capital or ordinary shares held in treasury during the current year
.
On 31 March 2020, holders of the sterling notes issued by REAF agreed to extend the repayment date of these notes to 31
August 2025. In consideration of such agreement, the company issued a total of 4,010,760 warrants to subscribe, for a period
of five years, for ordinary shares in the capital of the company at a price of £1.26 per share to the holders of the sterling notes
based on 130 warrants per £1,000 nominal of sterling notes.
The warrants were valued on issue at fair value. T
he value of the warrants was computed using the Black-Sc
holes Calculator
.
The key inputs to the calculator were:
Strike price per share
£1.26
Stock price per share
£1.00
Time to maturity (years)
5.42 years (31 Marc
h 2020 to 31 August 2025)
Risk free rate
0.18 per cent (5 year U
K government gilt rate at 31 March 2020)
Annualised volatility
33.2 per cent (using prior 3 month share price movements)
The calculated fair value of £912,000/$1,133,000 was c
harged in the 2020 consolidated income statement as a finance cost
together with a corresponding credit to retained earnings brought forward.
32. Non-controlling inter
ests
2021
$’000
2020*
$’000
Beginning of year
19,025
12,999
Equity participation
8,722
Share of result for the year
1,935
(2,414)
Share of other comprehensive income for the year
100
(82)
Exchange translation diff
erences
(230)
(200)
End of year
20,830
19,025
* Restated – see note 37
The non-controlling interests comprise: a 15 per cent equity interest held by two subsidiary companies of PT Dharma Satya
Nusantara Tbk in the company’
s principal operating subsidiary
, R
EA Kaltim, (see note (iv) to the company accounts); 5 per cent
equity interests held by local partners in R
EA Kaltim’
s subsidiaries; and a 5 per cent equity interest held by the local partner in
K
CCRI.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
121
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
32. Non-controlling inter
ests
– continued
Key financial information (including intra-group balances but e
xcluding group adjustments) in respect of R
EA Kaltim and its
subsidiaries as extracted from the consolidated financial statements is as follows:
2021
$’000
2020
$’000
Revenue
191,425
138,783
Profit / (loss) after tax
26,872
(18,510)
Non-current assets
259,373
268,508
Current assets
86,340
45,573
Non-current liabilities
(128,070)
(91,775)
Current liabilities
(81,397)
(78,659)
Net cash inflow from operating activities
60,490
52,193
Net cash outflow from investing activities
(23,155)
(11,322)
Net cash outflow from financing activities
(783)
(39,329)
Net cash increase in cash and cash equivalents
36,552
1,542
33. Reconciliation of operating profit to operating cash flows
2021
$’000
2020
$’000
Operating profit
48,083
8,806
Amortisation of intangible assets
752
1,045
Depreciation of property
, plant and equipment
26,972
26,924
(Increase) / decrease in fair value of agricultural produce inventory
(2,661)
588
Increase in value of growing produce
(1,201)
(229)
(Profit) / loss on disposal of property
, plant and equipment
(123)
537
Operating cash flows before movements in working capital
71,822
37,671
Decrease in inventories (excluding fair value movements)
821
1,789
Decrease / (increase) in receivables
7,312
(3,438)
(Decrease) / increase in payables
(15,537)
18,285
Exchange translation diff
erences
(383)
(728)
Cash generated by operations
64,035
53,579
T
axes paid
(7,560)
(882)
Interest paid*
(19,555)
(19,218)
Net cash from operating activities
36,920
33,479
* Of which $214,000 is in respect of lease liabilities (2020: $301,000)
Group financial statements
Notes to the consolidated financial statements
continued
122
R.E.A. Holdings plc
Annual Report and Accounts 2021
34. Movement in net borrowings
2021
$’000
2020
$’000
Change in net borrowings resulting from cash flows:
Increase in cash and cash equivalents, after exc
hange rate effects
35,087
2,277
Net (increase) / decrease in bank borrowings
(27,045)
13,484
Decrease in borrowings from non-controlling shareholder
900
7,514
Net decrease / (increase) in related party borrowings
4,068
(4,031)
13,010
19,244
Amortisation of sterling note issue expenses and premium
(181)
(1,545)
Amortisation of dollar note issue expenses
(94)
(87)
Amortisation of bank loan expenses
(1,490)
(175)
T
ransfer from current assets – unamortised bank loan expenses
-
1,126
11,245
18,563
Currency translation differences
2,438
(87)
Net borrowings at beginning of year
(189,351)
(207,827)
Net borrowings at end of year
(175,668)
(189,351)
35. Retirement benefit obligations
United Kingdom
The company is the principal employer of the R.E.A. P
ension Scheme (the "Scheme") and a subsidiary company is a
participating employer
. The Sc
heme is a multi-employer contributory defined benefit scheme with assets held in a trustee
administered fund, which has participating employers outside the group. T
he Scheme is closed to new members.
As the Scheme is a multi-employer sc
heme, in which the employers are unable to identify their respective shares of the
underlying assets and liabilities (because there is no segregation of the assets), and does not prepare valuations on an IAS
19 basis, the group accounts for the Scheme as if it were a defined contribution sc
heme. The company’
s share of the total
employer contribution is 5.86 per cent.
A non-IAS 19 valuation of the Sc
heme was last prepared, using the attained age method, as at 31 December 2020. This
method had been adopted in the previous valuation as at 31 December 2017 and in earlier valuations, as it was considered the
appropriate method of calculating future service benefits as the Scheme is closed to new members. A
t 31 December 2020 the
Scheme had an overall marginal deficit of assets, when measured against the Sc
heme’
s technical provisions, of £2.2 million,
although when the actuarial valuation was signed in August 2021 there had been a substantial improvement and there was an
estimated surplus of £1.0 million. The tec
hnical provisions were calculated using assumptions of an investment return equal to
the Bank of England gilt curve plus 1.2% p.a. reducing to 0.25% p.a. over the 10 years following the valuation date and annual
increases in pensionable salaries in line with the Retail Prices Inde
x ("R
PI"). It was further assumed that the retired members’
mortality would reflect S3PXA tables (light version) at 100 per cent and that non-retired members would take on retirement the
maximum cash sums permitted from 1 January 2021. Had the Scheme been valued at 31 December 2020 using the projected
unit method and the same assumptions, the overall deficit would have been similar
.
The Sc
heme has agreed a statement of funding principles with the principal employer and has also agreed a schedule of
contributions with participating employers covering normal contributions which are payable at a rate calculated to cover future
service benefits under the Scheme.
T
otal company employer contributions (including a discretionary contribution of $111,000) for 2022 are estimated to be
$132,000 (2020: $34,000 including a discretionary contribution of $20,000).
There are no agreed allocations of any surplus on either the wind-up of the Sc
heme or on any participant’
s withdrawal from the
Scheme.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
123
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
35. Retirement benefit obligations
– continued
The sensitivity of the deficit as at 31 December 2020 to variations in certain of the principal assumptions underlying the
actuarial valuation as at that date is summarised below:
Increase in
deficit
$’000
Decrease in discount rate by 0.1% p.a.
613
Increase inflation by 0.1% p.a.
272
Increase in long term rate of mortality improvement by 0.25% p.a.
340
The ne
xt actuarial valuation will be made as at 31 December 2023.
The company is responsible for contributions payable by other (non group) employers in the Sc
heme, however such liability
will only arise if other (non group) employers do not pay their contributions. There is no e
xpectation of this and, therefore, no
provision has been made.
Indonesia
In accordance with Indonesian labour laws, group employees in Indonesia are entitled to lump sum payments on retirement at
the age of 55 years. The group records a provision in the financial statements whic
h is not financed by a third party: accordingly
there are no separate assets set aside to fund these entitlements. The provision was assessed at eac
h balance sheet date by
an independent actuary using the projected unit credit method. The principal assumptions used were as follows:
2021
2020
Discount rate (per cent)
7.24
8.16
Salary increases per annum (per cent)
6
6
Mortality table (Indonesia) (TM1)
IV/2019
111-2011
Retirement age (years)
55
55
Disability rate (per cent of the mortality table)
10
10
The movement in the provision for employee service entitlements was as follows:
2021
$’000
2020
$’000
Balance at 1 January
11,392
9,543
Current service cost
1,033
1,372
Interest expense
808
744
Actuarial (gain) / loss recognised in statement of comprehensive income
(759)
620
Reduction in future retirement benefit obligation
(2,677)
Exchange
(136)
(10)
Paid during the year
(812)
(877)
Balance at 31 December (see note 28)
8,849
11,392
The amounts recognised in the consolidated income statement were as follows:
2021
$’000
2020
$’000
Current service cost
1,033
1,372
Reduction in future retirement benefit obligation
(2,677)
Interest expense
808
744
Exchange
(136)
(10)
(972)
2,106
Group financial statements
Notes to the consolidated financial statements
continued
124
R.E.A. Holdings plc
Annual Report and Accounts 2021
35. Retirement benefit obligations
– continued
Estimated lump sum payments to Indonesian employees on retirement in 2022 are $480,000 (2021: $400,000).
The number of employees eligible for benefits in Indonesia is 6,202 (2020: 6,162). T
he average age of employees is 37.8 year
with 7.8 years past service and 17.2 years estimated future service. The maturity profile of the retirement benefits is as follows:
2021
$’000
2020
$’000
W
ithin one year
60
76
Between two and five years
302
362
Between six and ten years
661
818
After ten years
7,826
10,136
8,849
11,392
36. Related party transactions
T
ransactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and
are not disclosed in this note. T
ransactions between the company and its subsidiaries are dealt with in the company’
s individual
financial statements.
Remuneration of key management personnel
The remuneration of the directors, who are the key management personnel of the group, is set out below in aggregate for eac
h
of the categories specified in IAS 24: Related party disclosures. F
urther information about the remuneration of, and fees paid in
respect of services provided by
, individual directors is provided in the audited part of the "Directors’ remuneration report".
2021
$’000
2020
$’000
Short term benefits
1,299
1,181
Loan from related party
During the year
, R.E.A. T
rading Limited ("R
EA
T"), a related party
, had unsecured loans to the company on commercial terms.
R
EA
T is owned by Richard Robinow (a director of the company) and his brother who, with members of their family
, also own
Emba Holdings Limited, a substantial shareholder in the company
. T
otal loans outstanding at 31 December 2021 were nil
(2020: $4.0 million). The maximum amount loaned was $4.1 million (2020: $6.1 million). T
otal interest paid during the year was
$257,000 (2020: $165,000). This disclosure is also made in compliance with the requirements of Listing Rule 9.8.4(10).
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
125
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
37. Restatement
F
ollowing questions from the FR
C, the group has decided to restate certain comparatives to reflect the following errors in the
2020 consolidated financial statements:
all items within the deferred tax balance sheet movement totalling $8.6 million were recognised in the consolidated income
statement ("CI
S") and separately $1.8 million was recognised in the consolidated statement of comprehensive income
("SO
CI"). This resulted in a duplication of an item that should have only been recognised in the CI
S of $1.8 million and a
duplication of an item that should only have been recognised in the SO
CI of $0.1 million. The deferred tax balance in the
consolidated balance sheet was correctly stated as both of these deferred tax errors were reversed in the SO
CI within
exc
hange differences on translation of foreign operations ($1.9 million)
although the actuarial loss for the year of $0.6 million was correctly booked in retirement benefit obligations in the
consolidated balance sheet, it was not recognised correctly in the SO
CI; this error was then reversed in the S
OC
I within
exc
hange differences on translation of foreign operations. In addition, there was an error of $0.2 million in the booking of
balances relating to actuarial losses
exc
hange differences on translation of foreign operations in the SOC
I were incorrectly stated by virtue of the inclusion of
the reversals relating to the deferred tax and actuarial loss errors as mentioned above and a further error of $0.4 million;
the actual overall exc
hange difference was correctly recognised in the translation and non-controlling interest reserves in
the consolidated balance sheet
for one subsidiary an amount of new capital subscribed during the year of $1.2 million was incorrectly allocated between
controlling and non-controlling interests; the above noted errors also resulted in a misallocation of items in the S
OC
I
between controlling and non controlling interests; this meant that the split of reserves between equity and non-controlling
interests in the consolidated balance sheet was incorrectly stated.
The following table summarises the impact of the restatements on the primary consolidated financial statements. T
he impact of
the prior period adjustments on earnings per share is presented in note 12.
Consolidated statement of comprehensive income
2020
as
reported
$’000
Deferred
tax
duplication
$’000
Actuarial
loss
adjusted
$’000
Exchange
correction
$’000
2020
restated
$’000
Loss for the year
(15,914)
(104)
(16,018)
Items that may be reclassified to profit or loss:
Exchange diff
erences on translation of foreign operations
(3,504)
1,873
1,983
(353)
(1)
Deferred tax on e
xchange diff
erences
1,769
(1,769)
(1,735)
104
1,983
(353)
(1)
Items that will not be reclassified to profit or loss:
Correction of actuarial losses booked
(196)
(196)
Actuarial gains / (losses)
1,835
(2,455)
(620)
Deferred tax on actuarial (gains)/losses
(367)
472
105
1,468
(2,179)
(711)
T
otal comprehensive income
(16,181)
(196)
(353)
(16,730)
T
otal comprehensive income attributable to:
Equity shareholders
(13,450)
(317)
(114)
(153)
(14,034)
Non-controlling interests
(2,731)
317
(82)
(200)
(2,696)
T
otal comprehensive income
(16,181)
(196)
(353)
(16,730)
Consolidated income statement extract
2020
restated
$’000
Loss for the year as presented
(15,914)
Deferred tax duplication
(104)
Loss for the year restated
(16,018)
Group financial statements
Notes to the consolidated financial statements
continued
126
R.E.A. Holdings plc
Annual Report and Accounts 2021
37. Restatement
– continued
Consolidated balance sheet extract
2020
as
reported
$’000
Deferred
tax
duplication
$’000
Actuarial
loss
adjusted
$’000
Change in
%
consolidated
$’000
T
otal
$’000
Share capital
133,586
133,586
Share premium account
47,358
47,358
T
ranslation reserve
(25,833)
(25,833)
Retained earnings
70,693
(317)
82
1,222
71,680
Non-controlling interests
20,012
317
(82)
(1,222)
19,025
T
otal net assets
245,816
245,816
The restatement did not have an impact on the opening consolidated balance sheet and for that reason no third balance sheet
at 1 January 2020 has been presented.
38. Rates of exchange
2021
Closing
2021
Average
2020
Closing
2020
Average
Indonesian rupiah to US dollar
14,269
14,345
14,105
14,570
US dollar to pounds sterling
1.3499
1.3754
1.3648
1.2895
39. Events after the reporting period
On 3 March 2022 the repayment date for the dollar notes was e
xtended from 30 June 2022 to 30 June 2026. In
consideration of the noteholders sanctioning the extension of the redemption date the company paid eac
h noteholder a
consent fee equal to 0.25 per cent of the nominal amount of dollar notes held by suc
h holder
.
40. Contingent liabilities
In furtherance of Indonesian government policy which requires the owners of oil palm plantations to develop smallholder
plantations, during 2009 and 2010 R
EA Kaltim and S
YB, b
oth subsidiaries of the company
, entered into agreements with three
cooperatives to develop and manage land owned by the cooperatives as oil palm plantations. T
o assist with the funding of such
development, the cooperatives concluded various long term loan agreements with Bank P
embangunan Daerah Kalimantan
Timur ("Bank BP
D"), a regional development bank, under which the cooperatives could borrow in aggregate up to rupiah 157
billion ($11.6 million) with amounts borrowed repayable over 14 years and secured on the lands under development ("the bank
facilities"). R
EA Kaltim has guaranteed the obligations of two cooperatives as to payments of principal and interest under the
respective bank facilities and, in addition, has committed to lend to the cooperatives any further funds required to complete the
agreed development. R
EA Kaltim is entitled to a c
harge over the developments when the bank facilities have been repaid in full.
S
YB has guaranteed the obligations of the third cooperative on a similar basis.
As at 31 December 2021 the aggregate outstanding balances owing by the three cooperatives to Bank B
PD amounted to
rupiah 68.7 billion ($4.8 million) (2020: rupiah 87.2 billion – $6.2 million).
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
127
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
128
R.E.A. Holdings plc
Annual Report and Accounts 2021
Company financial statements
Company balance sheet
as at 31 December 2021
Note
2021
$’000
2020
$’000
Non-current assets
Investments
Shares in subsidiaries
91,775
91,775
Loans
163,953
173,939
(iv)
255,728
265,714
Deferred tax assets
(v)
1,090
1,060
T
otal non-current assets
256,818
266,774
Current assets
T
rade and other receivables
(vi)
20,714
2,829
Cash and cash equivalents
(vii)
304
1,319
T
otal current assets
21,018
4,148
T
ot
al assets
277,836
270,922
Current liabilities
T
rade and other payables
(viii)
(1,036)
(13,118)
Dollar notes
(ix)
(26,985)
T
otal current liabilities
(28,021)
(13,118)
Non-current liabilities
Dollar notes
(ix)
(26,891)
Amount owed to group undertaking
(x)
(43,494)
(43,868)
T
otal non-current liabilities
(43,494)
(70,759)
T
ot
al liabilities
(71,515)
(83,877)
Net assets
206,321
187,045
Equity
Share capital
(xi)
133,586
133,586
Share premium account
47,358
47,358
Exchange reserve
(4,300)
(4,300)
Profit and loss account
29,677
10,401
T
ot
al equity
206,321
187,045
The company reported a profit for the financial year ended 31 December 2021 of $29,063,000 (2020: loss of $6,537,000).
Approved by the board on 21 April 2022 and signed on behalf of the b
oard.
DA
VI
D J B
LACKETT
Chairman
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Overview
129
R.E.A. Holdings plc
Annual Report and Accounts 2021
Company financial statements
Company statement of c
hanges in equity
for the year ended 31 December 2021
Note
Share
capital
$’000
Share
premium
$’000
Exchange
reserve
$’000
Profit
and loss
$’000
T
otal
$’000
At 1 January 2020
133,586
47,358
(4,300)
15,805
192,449
T
otal comprehensive income
(6,537)
(6,537)
Issue of warrants
(xi)
1,133
1,133
At 31 December 2020
133,586
47,358
(4,300)
10,401
187,045
T
otal comprehensive income
29,063
29,063
Dividends to preference shareholders
(iii)
(9,787)
(9,787)
At 31 December 2021
133,586
47,358
(4,300)
29,677
206,321
There are no gains or losses other than those recognised in the profit and loss account.
130
R.E.A. Holdings plc
Annual Report and Accounts 2021
Company financial statements
A
ccounting policies (company)
The accounting policies of R.E.A. Holdings plc (the "company") are the same as those of the group, save as modified below
.
Basis of accounting
Separate financial statements of the company are required by the Companies Act 2006. These financial statements are
prepared in accordance with the historical cost convention, except as described in the accounting policy on financial
instruments, Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101), and in accordance with applicable
United Kingdom laws.
These financial statements are prepared in accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006 (CA 2006) and as set out below where advantage of the FRS 101 disclosure
exemptions has been taken. T
hese financial statements thus present information about the company as an individual
undertaking not as a group undertaking.
In these financial statements, the company has applied the exemptions under FRS 101 in respect of the following disclosures:
a cash flow statement and related notes
transactions with wholly owned subsidiaries
capital management
as required by I
FR
S 13: Fair V
alue Measurement and IF
R
S 7: Financial Instrument Disclosures
the effect of new but not yet eff
ective I
FR
Ss
disclosures in respect of compensation of key management personnel
F
or the reasons given under "Going concern" in the "Directors’ report", the company financial statements have been prepared
on the going concern basis.
By virtue of section 408 of the Companies Act 2006, the company is exempted from presenting a profit and loss account.
Presentational currency
The financial statements of the company are presented in US dollars whic
h is also considered to be the currency of the primary
economic environment in which the company operates. Ref
erences to "$" or "dollar" in these financial statements are to the
lawful currency of the United States of America.
Adoption of new and revised standards
New standards and amendments to I
FR
Ss issued by the International Accounting Standards Board ("IASB") that are
mandatorily effective for an accounting period beginning on 1 January 2021 have no impact on the disclosures or on the
amounts reported in these financial statements.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Overview
131
R.E.A. Holdings plc
Annual Report and Accounts 2021
(i)
Critic
al accounting judgements and key sources of estimation uncertainty
In the application of the group’
s accounting policies, which are set out in "Accounting polices (company)" above, the directors
are required to make judgements, estimates and assumptions. Such judgements, estimates and assumptions are based upon
historical experience and other factors that are considered to be relevant. Actual values of assets and amounts of liabilities may
differ from estimates. T
he judgements, estimates and assumptions are reviewed on a regular basis. Revisions to estimates are
recognised in the period in which the estimates are revised.
In the opinion of the directors, all critical accounting judgements and key sources of estimation uncertainty relate to the group’
s
operations as disclosed in note 1 to the consolidated financial statements with the exception of the investments in, and loans to
group companies which are a source of estimation uncertainty to the company only as these are eliminated in the consolidated
financial statements.
As at 31 December 2021 the shares in subsidiaries are carried at cost of $91.8 million (2020: $91.8 million) and the loans to
group companies at $109.3 million (2020: $111.9 million).
The carrying value of the investment in subsidiary undertakings is reviewed for impairment on an annual basis by means of the
plantations and stone and coal impairment testing as described in note 1 to the consolidated accounts.
(ii)
Auditor’
s remuneration
The remuneration of the company’
s auditor is disclosed in note 5 to the consolidated financial statements as required by
section 494(4)(a) of the Companies Act 2006.
(iii)
Dividends
2021
$’000
2020
$’000
Amounts recognised as distributions to preference shareholders:
Dividends on 9 per cent cumulative preference shares
9,787
9,787
The semi-annual dividends on the company’
s pref
erence shares that fell due on 30 June and 31 December 2021 were
duly paid together
, in the latter case, with 1p per share of the cumulative arrears of preference dividends, thus reducing the
aggregate arrears from 18p per share (£13.0 million – $17.5 million) as at 31 December 2020 to 17p per share (£12.2 million
– $16.5 million) as at 31 December 2021. The arrears of dividend are not recognised in these financial statements.
The directors e
xpect the semi-annual dividends on the company’
s preference shares arising during 2022 and 2023 to be paid
as they fall due. In addition, the directors intend that the company should pay not less that 10p of the remaining cumulative
arrears of preference dividend on or before 31 December 2022 and the balance of those arrears during 2023. T
he extent to
which an element of the intended payment of arrears during 2022 is made prior to 31 December 2022 will be decided by the
directors after determination of the company’
s final liability for purchase on 30 June 2022 of the company’
s 7.5 per cent dollar
notes 2026.
W
hile the dividends on the preference shares are more than six months in arrear
, the company is not permitted to pay dividends
on its ordinary shares. Accordingly
, no dividend in respect of the ordinary shares has to date been paid in respect of 2021 or is
proposed.
(iv)
Investments
2021
$’000
2020
$’000
Shares in subsidiaries
91,775
91,775
Loans to group companies and third parties
163,953
173,939
255,728
265,714
Company financial statements
Notes to the company financial statements
132
R.E.A. Holdings plc
Annual Report and Accounts 2021
Company financial statements
Notes to the company financial statements
continued
(iv)
Investments
– continued
The movements were as follows:
Shares
$’000
Loans
$’000
At 1 January 2020
91,775
165,308
Repayment of loans
(42,580)
Additions to loans
51,211
At 31 December 2020
91,775
173,939
Repayment of loans
(11,640)
Additions to loans
1,654
At 31 December 2021
91,775
163,953
The subsidiaries at the year end, together with their countries of incorporation, activity
, registered office address and proportion
of ownership, are listed below
. Details of U
K dormant subsidiaries are not
shown.
Subsidiary
Activity
Registered Office
Class of
shares
P
ercentage
owned
Makassar Investments Limited (Jersey)
Sub holding company
5th floor, 37 Esplanade, St Helier
, Jersey J
E1 2TR
Ordinary
100.0
PT Cipta Davia Mandiri (Indonesia)
Plantation agriculture
Gedung Grha Bintang 1st Floor B-C
-D, Jl. Jend. Sudirman No.
423, Damai Bahagia, Balikpapan Selatan, Balikpapan 76114,
Kalimantan T
imur
Ordinary
85.0
PT Kartanegara K
umala Sakti (Indonesia)
Plantation agriculture
As for PT Cipta Davia Mandiri
Ordinary
80.8
PT KCC Resources Indonesia (Indonesia)
Stone and coal interests
Plaza 5 Pondok Indah Blok B.06, JL Margaguna Raya, Gandaria
Utara, Kebayoran Baru, Jakarta Selatan 12140
Ordinary
95.0
PT Kutai Mitra Sejahtera (Indonesia)
Plantation agriculture
As for PT Cipta Davia Mandiri
Ordinary
80.8
PT P
ersada Bangun Jaya (Indonesia)
Plantation agriculture
As for PT Cipta Davia Mandiri
Ordinary
80.8
PT R
EA Kaltim Plantations (Indonesia)
Plantation agriculture
As for PT Cipta Davia Mandiri
Ordinary
85.0
PT Sasana Y
udha Bhakti (Indonesia)
Plantation agriculture
As for PT Cipta Davia Mandiri
Ordinary
80.8
PT Prasetia Utama (Indonesia)
Plantation agriculture
As for PT Cipta Davia Mandiri
Ordinary
80.8
KCC Resources Limited (England and W
ales)
Sub holding company
5th Floor North, T
ennyson House, 159-165 Great Portland Street
London W1W 5P
A
Ordinary
100.0
R
EA Finance B.V
. (Netherlands)
Group finance
Amstelveenseweg 760, 1081 J
K, Amsterdam, Netherlands
Ordinary
100.0
R.E.A. Services Limited (England and W
ales)
Group finance and services
5th Floor North, T
ennyson House, 159-165 Great P
ortland Street
London W1W 5P
A
Ordinary
100.0
Proprietary T
rustees Limited
Dormant
As for R.E.A. Services Limited
Ordinary
100.0
The entire shareholdings in Makassar Investments Limited, K
CC Resources Limited, R.E.A. Services Limited and R
EA Finance
B.V
. ("R
EAF") are held directly by the company
. All other shareholdings are held by subsidiaries.
Covenants contained in credit agreements between certain of the company’
s plantation subsidiaries and banks restrict the
amount of dividend that may be paid to the U
K without the consent of the banks. The directors do not consider that suc
h
restrictions will have any significant impact on the liquidity risk of the company
.
The company evaluates its investments in subsidiary undertakings annually for any indicators of impairment. T
he company
considers the relationship between its market capitalisation and the carrying value of its investments, among other factors,
when reviewing for indicators of impairment.
However
, as a result of the plantations and stone and coal impairment testing described in note 1 to the consolidated financial
statements the directors have determined that no impairment is required.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Overview
133
R.E.A. Holdings plc
Annual Report and Accounts 2021
(v)
Deferred tax asset
$’000
At 1 January 2020
516
Credit to income for the year
544
At 31 December 2020
1,060
Credit to income for the year
30
At 31 December 2021
1,090
There were no def
erred tax liabilities at 31 December 2021 or 31 December 2020.
At the balance sheet date, the company had unused tax losses of $5.7 million (2020: $5.6 million) available to be applied
against future profits. A deferred tax asset of $1.1 million (2020: $1.1 million) has been recognised in respect of these losses
as the company considers, based on financial projections, that these losses will be utilised.
The def
erred tax asset reflects a tax rate of 25 per cent (2020: 19 per cent).
The aggregate amount of temporary diff
erences associated with undistributed earnings of subsidiaries for which tax liabilities
have not been recognised are disclosed in note 27 to the consolidated financial statements.
(vi)
T
rade and other receivables
2021
$’000
2020
$’000
Amount owing by group undertakings
20,654
2,776
Other debtors
58
53
Prepayments and accrued income
2
20,714
2,829
The directors consider that the carrying amount of trade and other receivables appro
ximates their fair value. The amounts owing
by group undertakings are non-interest bearing and repayable on demand.
(vii)
Cash and c
ash equivalents
Cash and cash equivalents comprise short-term bank deposits. The Moody’
s prime ratings of these deposits amounting to $0.3
million (2020: $1.3 million) is P1.
(viii)
T
rade and other payables
2021
$’000
2020
$’000
Amount owing to group undertakings
797
8,365
Loans from related party
4,031
Other creditors
35
24
Accruals
204
698
1,036
13,118
The directors consider that the carrying amount of trade and other payables appro
ximates their fair value. The amounts owing
to group undertakings are non-interest bearing and repayable on demand.
134
R.E.A. Holdings plc
Annual Report and Accounts 2021
Company financial statements
Notes to the company financial statements
continued
(ix)
Dollar notes
The dollar notes comprise $27.0 million nominal of 7.5 per cent dollar notes 2022 (2020: $27.0 million nominal) and are stated
net of the unamortised balance of the note issuance costs.
On 3 March 2022 the repayment date for the dollar notes was e
xtended from 30 June 2022 to 30 June 2026. In
consideration of the noteholders sanctioning the extension of the redemption date the company paid eac
h noteholder a
consent fee equal to 0.25 per cent of the nominal amount of dollar notes held by suc
h holder
.
The dollar notes are thus now due for repayment on 30 June 2026.
The company has undertaken to procure that REAS purchases at par
, on 30 June 2022, the dollar notes held by any
noteholder who has indicated by no later than 31 May 2022 that they do not wish to retain their notes beyond 30 June 2022
and for which the company’
s brokers have been unable to arrange buyers on terms acceptable to suc
h noteholder
. W
hile R
EAS
intends to sell, over time, any dollar notes so acquired by it.
There are currently $27.0 million nominal of dollar notes in issue. T
he group has received an undertaking from one existing
holder of $3.0 million nominal of the notes that it will retain that holding and will be willing to purchase a further $6.0 million
nominal of notes. Holders of a further $12.0 million nominal of notes have indicated that they expect to retain their notes.
Accordingly
, the group does not expect that the funding required to bridge the purchase of notes by REAS will exceed $6.0
million.
(x)
Amount owed to group undertaking
Amount owed to group undertaking comprises an unsecured interest-bearing loan of £31.3 million – $42.3 million (2020:
£31.3 million – $42.8 million) from R
EAF held at amortised cost. The sterling notes held by REAF were successfully refinanced
on 1 April 2020 and are now repayable on 31 August 2025 (see note 25 to the consolidated financial statements). The
amount owed by the company to R
EAF is also repayable on that date. A premium of 4p per sterling note will be payable on
redemption in August 2025, the cost of this is being added to the sterling notes and therefore also the loan over the period to
31 August 2025. The amount added as at 31 December 2021 is £0.9 million – $1.2 million, of whic
h £75,000 – $103,000
has been charged as a finance cost in the company's income statement.
(xi)
Share capit
al
2021
$’000
2020
$’000
Issued and fully paid (in dollars):
72,000,000 – 9 per cent cumulative preference shares of £1 eac
h (2020: 72,000,000)
116,516
116,516
43,950,529 – ordinary shares of 25p each (2020: 43,950,529)
18,071
18,071
132,500 – ordinary shares of 25p each held in treasury (2020: 132,500)
(1,001)
(1,001)
133,586
133,586
The pref
erence shares entitle the holders thereof to payment, out of the profits of the company available for distribution, but
subject to the approval of a board resolution to make a distribution out of available profits, of a cumulative preferential dividend
of 9 per cent per annum on the nominal amount paid up on such pref
erence shares. The pref
erence shares shall rank for
dividend in priority to the payment of any dividend to the holders of any other class of shares. In the event of the company
being wound up, holders of the preference shares shall be entitled to the amount paid up on the nominal value of suc
h shares
together with any arrears and accruals of the dividend thereon. The pref
erence shares shall rank on a winding up or other
return of capital in priority to any other shares of the company for the time being in issue.
Subject to the rights of the holders of preference shares, holders of ordinary shares are entitled to share equally with eac
h
other in any dividend paid on the ordinary share capital and, on a winding up of the company
, in any surplus assets available for
distribution among the members.
There have been no c
hanges in preference or ordinary share capital or ordinary shares held in treasury during the year
.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Overview
135
R.E.A. Holdings plc
Annual Report and Accounts 2021
(xi)
Share capit
al
– continued
On 31 March 2020, holders of the sterling notes issued by REAF agreed to extend the repayment date of these notes to 31
August 2025. In consideration of such agreement, the company issued a total of 4,010,760 warrants to subscribe, for a period
of five years, for ordinary shares in the capital of the company at a price of £1.26 per share to the holders of the sterling notes
based on 130 warrants per £1,000 nominal of sterling notes.
The warrants were valued on issue at fair value. T
he value of the warrants was computed using the Black-Sc
holes Calculator
.
The key inputs to the calculator were:
Strike price per share
£1.26
Stock price per share
£1.00
Time to maturity (years)
5.42 years (31 March 2020 to 31 August 2025)
Risk free rate
0.18% (5-year U
K government gilt rate at 31 March 2020)
Annualised volatility
33.2% (using prior 3 month share price movements)
The calculated fair value of £912,000/$1,133,000 was c
harged in the company's income statement as a finance cost and
there was a corresponding credit to retained earnings brought forward.
(xii)
Pensions
The company is the principal employer of the R.E.A. P
ension Scheme (the "Scheme") and a subsidiary company is
a participating employer
. The Sc
heme is a multi-employer contributory defined benefit scheme with assets held in a
trustee-administered fund, which has participating employers outside the group. T
he Scheme is closed to new members.
As the Scheme is a multi-employer sc
heme, in which the employers are unable to identify their respective shares of the
underlying assets and liabilities (because there is no segregation of the assets), and does not prepare valuations on an IAS
19 basis, the company accounts for the Scheme as if it were a defined contribution sc
heme. The company’
s share of the total
employer contribution is 5.86 per cent.
A non-IAS 19 valuation of the Sc
heme was last prepared, using the attained age method, as at 31 December 2020. This
method had been adopted in the previous valuation as at 31 December 2017 and in earlier valuations, as it was considered the
appropriate method of calculating future service benefits as the Scheme is closed to new members. A
t 31 December 2020 the
Scheme had an overall marginal deficit of assets, when measured against the Sc
heme’
s technical provisions, of £2.2 million,
although when the actuarial valuation was signed in August 2021 there had been a substantial improvement and there was an
estimated surplus of £1.0 million. The tec
hnical provisions were calculated using assumptions of an investment return equal to
the Bank of England gilt curve plus 1.2% p.a. reducing to 0.25% p.a. over the 10 years following the valuation date and annual
increases in pensionable salaries in line with the Retail Prices Inde
x ("R
PI"). It was further assumed that the retired members’
mortality would reflect S3PXA tables (light version) at 100 per cent and that non-retired members would take on retirement the
maximum cash sums permitted from 1 January 2021. Had the Scheme been valued at 31 December 2020 using the projected
unit method and the same assumptions, the overall deficit would have been similar
.
The Sc
heme has agreed a statement of funding principles with the company and has also agreed a schedule of contributions
with participating employers covering normal contributions which are payable at a rate calculated to cover future service
benefits under the Scheme.
T
otal company employer contributions (including a discretionary contribution of $111,000) for 2022 are estimated to be
$132,000 (2021: $34,000 including a discretionary contribution of $20,000).
There are no agreed allocations of any surplus on either the wind-up of the Sc
heme or on any participant’
s withdrawal from the
Scheme.
The ne
xt actuarial valuation will be made as at 31 December 2023.
136
R.E.A. Holdings plc
Annual Report and Accounts 2021
Company financial statements
Notes to the company financial statements
continued
(xii)
Pensions
– continued
The company is responsible for contributions payable by other (non group) employers in the Sc
heme; however
, such liability
will only arise if other (non group) employers do not pay their contributions. There is no e
xpectation of this and, therefore, no
provision has been made.
(xiii)
Related party transactions
Loans to subsidiaries
2021
$’000
2020
$’000
PT KCC Resources Indonesia
15,482
14,919
PT R
EA Kaltim Plantations
31,592
34,142
Makassar Investments Limited
65,297
65,297
112,371
114,358
Interest received from subsidiary
$’000
$’000
PT R
EA Kaltim Plantations
1,772
3,294
1,772
3,294
Loan from related party
During the year
, R
EA T
rading Limited, ("R
EA
T"), a related party
, had unsecured loans to the company on commercial terms.
R
EA
T is owned by Richard Robinow (a director of the company) and his brother who, with members of their family
, also own
Emba Holdings Limited, a substantial shareholder in the company
. T
otal loans outstanding at 31 December 2021 were nil
(2020: $4.0 million). The maximum amount loaned was $4.1 million (2020: 6.1 million). T
otal interest paid during the period
was $257,000 (2020: $165,000). This disclosure is also made in compliance with the requirements of Listing Rule 9.8.4(10).
(xiv)
Rates of exchange
See note 38 to the consolidated financial statements.
(xv) Events after the reporting period
On 3 March 2022 the repayment date for the dollar notes was e
xtended from 30 June 2022 to 30 June 2026. In
consideration of the noteholders sanctioning the extension of the redemption date the company paid eac
h noteholder a
consent fee equal to 0.25 per cent of the nominal amount of dollar notes held by suc
h holder
.
(xvi) Contingent liabilities and commitments
Sterling notes
The company has guaranteed the obligations for both principal and interest relating to the outstanding £30.9 million nominal
8.75 per cent guaranteed sterling notes 2025 issued by R
EAF
. The directors consider the risk of loss to the company from
these guarantees to be remote.
Bank borrowings
The company has given, in the ordinary course of business, guarantees in support of subsidiary company borrowings from, and
other contracts with, banks amounting in aggregate to $136.8 million (2020: $111.2 million). The directors consider the risk of
loss to the company from these guarantees to be remote.
Pension liability
The company’
s contingent liability for pension contributions is disclosed in note (xii) above.
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Overview
137
R.E.A. Holdings plc
Annual Report and Accounts 2021
Notice of annual general meeting
138
R.E.A. Holdings plc
Annual Report and Accounts 2021
This notice is important and requir
es your immediate attention.
If you are in any doubt as to what action to take, you should
consult your stockbr
oker
, solicitor
, account
ant or other appr
opriate
independent professional adviser authorised under the Financial
Services and Markets Act 2000 if you are r
esident in the United
Kingdom or
, if you are not so r
esident, another appropriately
authorised independent adviser
. If you have sold or otherwise
transferred all your shar
es in R.E.A. Holdings plc, please forward
this document to the person through whom the sale or transfer
was effected, for transmission to the purc
haser or transferee.
Notice of the sixty second annual general meeting of R.E.A. Holdings plc
to be held at the London office of Ashurst L
LP at L
ondon Fruit & W
ool
Exchange, 1 Duval Square, L
ondon E1 6PW on 9 June 2022 at 10.00 am
is set out below
.
Attendance
The directors are looking forward to once again welcoming shareholders
to the AGM in person, following the restrictions necessitated by the
Covid-19 pandemic that prevented in-person meetings in 2020 and 2021.
T
o help ensure the health and safety of all attendees and manage the
number of people in attendance, we are asking that only shareholders
or their duly nominated proxies or corporate representatives attend the
AGM in person. Anyone who is not a shareholder or their duly nominated
proxies or corporate representatives should not attend the A
G
M unless
arrangements have been made in advance with the company secretary by
emailing company
.secretary@rea.co.uk.
Shareholders are strongly encouraged to submit a proxy vote on eac
h of
the resolutions in the notice in advance of the meeting:
(i)
via the website of the registrars, Link Group ("Link"), at www.
signalshares.com, via the LinkV
ote+ app (and so that the
appointment is received by the service by no later than 10.00
am on 7 June 2022) or via the CR
EST electronic proxy
appointment service; or
(ii)
by completing, signing and returning a form of proxy to Link as
soon as possible and, in any event, so as to arrive by no later
than 10.00 am on 7 June 2022.
The company will continue to closely monitor the situation in the lead up
to the meeting and will make any further updates about the meeting on
the home page and the Investors section (under Regulatory news) of the
group’
s website at www.rea.co.uk. Shareholders are accordingly requested
to watch the group’
s website for any such further updates.
The health and wellbeing of the company’
s shareholders, directors and
employees, is of paramount importance and the company
, if it becomes
necessary
, shall take such further steps in relation to the meeting as are
appropriate with this in mind.
The directors and the c
hairman of the meeting and any person so
authorised by the directors reserve the right, as set out in article 67 in the
company’
s articles of association, to take such action as they think fit for
securing the safety of people at the meeting and promoting the orderly
conduct of business at the meeting.
Notice
Notice is hereby given that the sixty second annual general meeting of
R.E.A. Holdings plc will be held at the London office of Ashurst L
LP at
London F
ruit & W
ool Exchange, 1 Duval Square, L
ondon E1 6PW on
9 June 2022 at 10.00 am to consider and, if thought fit, to pass the
following resolutions. Resolutions 14, 15 and 16 will be proposed as
special resolutions, all other resolutions will be proposed as ordinary
resolutions.
1.
T
o receive the company’
s annual accounts for the financial year
ended 31 December 2021, together with the accompanying
statements and reports including the independent auditor’
s report.
2.
T
o approve the directors’ remuneration report for the financial year
ended 31 December 2021.
3.
T
o re-elect as a director David Blackett.
4.
T
o re-elect as a director Carol Gysin.
5.
T
o re-elect as a director John Oakley
.
6.
T
o re-elect as a director Richard Robinow
.
7.
T
o re-elect as a director Rizal Satar
.
8.
T
o re-elect as a director Michael St Clair-George.
9.
T
o re-appoint M
HA MacIntyre Hudson, chartered accountants, as
auditor of the company to hold office until the conclusion of the
next annual general meeting of the company at whic
h accounts are
laid before the meeting.
10.
T
o authorise the audit committee to determine and approve the
remuneration of the independent auditor
.
11.
That the company is generally and unconditionally authorised
for the purposes of section 701 of the Companies Act 2006 to
make market purchases (within the meaning of section 693(4) of
the Companies Act 2006) of any of its ordinary shares on such
terms and in such manner as the directors may from time to time
determine provided that:
(a)
the maximum number of ordinary shares which may be
purchased is 5,000,000 ordinary shares;
(b)
the minimum price (exclusive of expenses, if any) that may
be paid for each ordinary share is £1.00;
(c)
the maximum price (exclusive of expenses, if any) that
may be paid for each ordinary share is an amount equal
to the higher of: (i) 105 per cent of the average of the
middle market quotations for the ordinary shares in the
capital of the company as derived from the Daily Official
List of the London Stoc
k Exchange for the five business
days immediately preceding the day on which suc
h share
is contracted to be purchased and (ii) the higher of the last
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
139
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
independent trade of an ordinary share and the current
highest independent bid on the London Stoc
k Exchange;
and
(d)
unless previously renewed, revoked or varied, this authority
shall expire at the conclusion of the annual general meeting
of the company to be held in 2023 (or
, if earlier
, on 30 June
2023)
provided further that:
(i)
notwithstanding the provisions of paragraph (a) above, the
maximum number of ordinary shares that may be bought
back and held in treasury at any one time is 400,000 ordinary
shares; and
(ii)
notwithstanding the provisions of paragraph (d) above, the
company may
, before this authority expires, make a contract
to purchase ordinary shares that would or might be e
xecuted
wholly or partly after the expiry of this authority
, and may make
purchases of ordinary shares pursuant to it as if this authority
had not expired.
12.
That the directors be and are hereby generally and unconditionally
authorised for the purposes of section 551 of the Companies Act
2006 (the "Act") to exercise all the powers of the company to
allot, and to grant rights to subscribe for or to convert any security
into, shares in the capital of the company (other than 9 per cent
cumulative preference shares) up to an aggregate nominal amount
(within the meaning of sub-sections (3) and (6) of section 551
of the Act) of £3,662,554; such authorisation to e
xpire at the
conclusion of the next annual general meeting of the company
(or
, if earlier
, on 30 June 2023), save that the company may
before such e
xpiry make any offer or agreement whic
h would or
might require shares to be allotted, or rights to be granted, after
such e
xpiry and the directors may allot shares, or grant rights to
subscribe for or to convert any security into shares, in pursuance
of any such off
er or agreement as if the authorisations conferred
hereby had not expired.
13.
That the directors be and are hereby generally and unconditionally
authorised for the purposes of section 551 of the Companies Act
2006 (the "Act") to exercise all the powers of the company to
allot, and to grant rights to subscribe for or to convert any security
into, 9 per cent cumulative preference shares in the capital of the
company ("preference shares") up to an aggregate nominal amount
(within the meaning of sub- sections (3) and (6) of section 551
of the Act) of £24,000,000, such authorisation to e
xpire at the
conclusion of the next annual general meeting of the company (or
,
if earlier
, on 30 June 2023), save that the company may before
such e
xpiry make any offer or agreement whic
h would or might
require preference shares to be allotted or rights to be granted,
after such e
xpiry and the directors may allot preference shares,
or grant rights to subscribe for or to convert any security into
preference shares, in pursuance of any suc
h offer or agreement as
if the authorisations conferred hereby had not e
xpired.
14.
That the directors be and are hereby given power:
(a)
for the purposes of section 570 of the Companies Act 2006
(the "Act") and subject to the passing of resolution 12 set
out in the notice of the 2022 annual general meeting, to allot
equity securities (as defined in sub-section (1) of section
560 of the Act) of the company for cash pursuant to the
authorisation conferred by the said resolution 12; and
(b)
or the purposes of section 573 of the Act, to sell ordinary
shares (as defined in sub-section (1) of section 560 of the
Act) in the capital of the company held by the company as
treasury shares for cash.
as if section 561 of the Act did not apply to the allotment or sale,
provided that such powers shall be limited:
(i)
to the allotment of equity securities for cash in connection
with a rights issue or open offer in favour of holders of
ordinary shares and to the sale of treasury shares by way of an
invitation made by way of rights to holders of ordinary shares,
in each case in proportion (as nearly as practicable) to the
respective numbers of ordinary shares held by them on the
record date for participation in the rights issue, open offer or
invitation (and holders of any other class of equity securities
entitled to participate therein or
, if the directors consider it
necessary
, as permitted by the rights of those securities) but
subject in each case to suc
h exclusions or other arrangements
as the directors may consider necessary or appropriate to
deal with fractional entitlements, treasury shares (other than
treasury shares being sold), record dates or legal, regulatory
or practical difficulties which may arise under the laws of any
territory or the requirements of any regulatory body or stock
exc
hange in any territory whatsoever; and otherwise than as
specified at paragraph (i) of this resolution, to the allotment
of equity securities and the sale of treasury shares up to an
aggregate nominal amount (calculated, in the case of the grant
of rights to subscribe for
, or convert any security into, shares in
the capital of the company
, in accordance with sub-section (6)
of section 551 of the Act) of £549,381; and shall expire at the
conclusion of the next annual general meeting of the company
(or
, if earlier
, on 30 June 2023), save that the company may
before such e
xpiry make any offer or agreement whic
h would
or might require equity securities to be allotted, or treasury
shares to be sold, after such e
xpiry and the directors may allot
equity securities or sell treasury shares, in pursuance of any
such off
er or agreement as if the power conferred hereby had
not expired.
15.
That the directors be and are hereby given power
, in addition to the
power given by resolution 14:
(a)
for the purposes of section 570 of the Companies Act 2006
(the "Act") and subject to the passing of resolution 12 and 14
set out in the notice of the 2022 annual general meeting, to
allot equity securities (as defined in sub-section (1) of section
560 of the Act) of the company for cash pursuant to the
authorisation conferred by the said resolution 12; and
140
R.E.A. Holdings plc
Annual Report and Accounts 2021
Notice of annual general meeting
continued
(b)
for the purposes of section 573 of the Act, to sell ordinary
shares (as defined in sub-section (1) of section 560 of the
Act) in the capital of the company held by the company as
treasury shares for cash.
as if section 561 of the Act did not apply to the allotment or sale,
provided that such powers shall be:
(i)
used only for the purposes of financing (or refinancing, if the
authority is to be used within six months after the original
transaction) a transaction which the directors have determined
to be an acquisition or other capital investment of a kind
contemplated by the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the P
re-
Emption Group prior to the date of this notice, or for any other
purposes as the Company in general meeting may at any time
by special resolution determine; and
(ii)
limited to the allotment of equity securities for cash and the
sale of treasury shares up to an aggregate nominal amount
(calculated, in the case of the grant of rights to subscribe
for
, or convert any security into, shares in the capital of the
company
, in accordance with sub-section (6) of section 551 of
the Act) of £549,381,
and shall expire at the conclusion of the ne
xt annual general
meeting of the company (or
, if earlier
, on 30 June 2023), save that
the company may before such e
xpiry make any offer or agreement
which would or might require equity securities to be allotted, or
treasury shares to be sold, after such e
xpiry and the directors may
allot equity securities or sell treasury shares, in pursuance of any
such off
er or agreement as if the power conferred hereby had not
expired.
16.
That a general meeting of the company other than an annual
general meeting may be called on not less than 14 clear days’
notice.
By order of the board
R.E.A. S
E
RVICE
S LI
M
ITE
D
Secretary
21 April
2022
Registered office:
5th Floor North
T
ennyson House
159-165 Great P
ortland Street
London W1W 5P
A
Registered in England and W
ales no: 00671099
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
141
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Notes
The sections of the accompanying Dir
ectors’ report entitled
"Directors", "Acquisition of the company’
s own shares", "Authorities
to allot share capital", "Authority to disapply pre-emption rights",
"General meeting notice period" and "Recommendation" contain
information regar
ding, and recommendations by the board of the
company as to voting on, resolutions 3 to 8 and 11 to 16 set out
above in this notice of the 2022 annual general meeting of the
company (the "2022 Notice").
With r
espect to the 2022 annual general meeting, all shareholders
are advised that they and their r
espective pro
xies will be allowed
to attend the meeting in person but that this may be subject to any
new restrictions or guidance in r
elation to the Covid 19 at the time
of the meeting. Please refer to the intr
oduction to this notice for
more information.
The company specifies that in order to have the right to attend and vote
at the annual general meeting (and also for the purpose of determining
how many votes a person entitled to attend and vote may cast), a person
must be entered on the register of members of the company at close of
business on 7 June 2022 or
, in the event of any adjournment, at close of
business on the date which is two days before the day of the adjourned
meeting. Changes to entries on the register of members after this time
shall be disregarded in determining the rights of any person to attend
or vote at the meeting (please refer to the introduction to this notice
for information on attendance with respect to the 2022 annual general
meeting).
As at the date of the 2022 Notice, the dividends payable on 30 June
2019, 31 December 2019 and 30 June 2020 to holders of preference
shares have been in arrear for a period of more than 6 months; as such
the holders of preference shares pursuant to the articles of association of
the company are entitled to attend and vote at the 2022 annual general
meeting of the company (please refer to introduction to this notice for
information on attendance with respect to the 2022 annual general
meeting).
Both the holders of ordinary shares and holders of preference shares (the
"
shares") are therefore entitled to attend and vote at the 2022 annual
general meeting (please refer to introduction to this notice for information
on attendance with respect to the 2022 annual general meeting). A holder
of shares may appoint another person as that holder’
s proxy to exercise
all or any of the holder’
s rights at the annual general meeting. A holder
of shares may appoint more than one proxy in relation to the meeting
provided that each pro
xy is appointed to exercise the rights attac
hed to
(a) different share(s) held by the holder
. A proxy need not be a member
of the company
. A form of proxy for the meeting can be requested from
the company’
s registrars: Link Group, 10th Floor, Central Square, 29
W
ellington Street, Leeds L
S1 4DL – telephone number +44 (0) 371
664 0300. Calls are charged at the standard geographic rate and will
vary by provider
. Calls outside the U
K will be charged at the applicable
international rate. Lines are open between 09:00 – 17:30, Monday
to Friday e
xcluding public holidays in England and W
ales. T
o be valid,
forms of proxy and other written instruments appointing a pro
xy must be
received by post or by hand (during normal business hours only) by the
company’
s registrars, Link Group, PXS, 10th Floor
, Central Square, 29
W
ellington Street, Leeds L
S1 4DL by no later than 10.00 am on 7 June
2022.
Alternatively
, appointment of a proxy may be submitted electronically by
using either Link’
s share portal at www.signalshares.com, the LinkV
ote+
app, so that the appointment is received by the service by no later than
10.00 am on 7 June 2022 or the CR
EST electronic proxy appointment
service as described below
.
Shareholders who have not already registered for Link’
s share portal may
do so by registering as a new user at www
.signalshares.com and giving
the investor code as shown on their share certificate. T
o further assist
shareholders to vote electronically
, Link Group has launched an app
LinkV
ote+, which is free for shareholders to download and use. The app
gives shareholders the ability to access their shareholding records and to
vote quickly and easily and is available to download from the Apple App
Store and via Google Play
.
CR
EST members may register the appointment of a proxy or pro
xies for
the annual general meeting and any adjournment(s) thereof through the
CR
EST electronic proxy appointment service by using the procedures
described in the CR
EST Manual (available via www
.euroclear
.com/
CR
EST) subject to the company’
s articles of association. C
R
ES
T personal
members or other CR
EST sponsored members, and those CR
EST
members who have appointed (a) voting service provider(s), should refer
to their CR
EST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
In order for a proxy appointment or instruction regarding a pro
xy
appointment made or given using the CR
EST service to be valid, the
appropriate CR
EST message (a "CR
EST proxy instruction") must be
properly authenticated in accordance with the specifications of Euroclear
U
K and Ireland Limited ("Euroclear") and must contain the required
information as described in the CR
EST Manual (available via www
.
euroclear
.com/CR
EST). The CR
EST pro
xy instruction, regardless of
whether it constitutes a proxy appointment or an instruction to amend a
previous proxy appointment, must, in order to be valid be transmitted so
as to be received by the company’
s registrars (I
D: R
A10) by 10.00 am
on 7 June 2022. F
or this purpose, the time of receipt will be taken to be
the time (as determined by the time stamp applied to the message by the
CR
EST applications host) from which the company’
s registrars are able
to retrieve the message by enquiry to CR
EST in the manner prescribed
by CR
EST
. The company may treat as invalid a CR
EST pro
xy instruction
in the circumstances set out in Regulation 35(5) (a) of the Uncertificated
Securities Regulations 2001.
CR
EST members and, where applicable, their CR
EST sponsors or voting
service provider(s) should note that Euroclear does not make available
special procedures in CR
EST for particular messages. Normal system
timings and limitations will therefore apply in relation to the input of
CR
EST proxy instructions. It is the responsibility of the CR
EST member
concerned to take (or
, if the CR
EST member is a CR
EST personal
member or sponsored member or has appointed (a) voting service
provider(s), to procure that such member’
s CR
EST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CR
EST system by any
particular time. In this connection, CR
EST members and, where applicable,
their CR
EST sponsors or voting service provider(s) are referred, in
particular
, to those sections of the CR
EST Manual concerning practical
limitations of the CR
EST system and timings.
The rights of members in relation to the appointment of pro
xies described
above do not apply to persons nominated under section 146 of the
Companies Act 2006 to enjoy information rights ("nominated persons")
but a nominated person may have a right, under an agreement with the
member by whom such person was nominated, to be appointed (or to have
someone else appointed) as a proxy for the annual general meeting. If a
nominated person has no such right or does not wish to e
xercise it, such
person may have a right, under such an agreement, to give instructions to
the member as to the exercise of voting rights.
Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a
member provided that they do not do so in relation to the same shares.
Any member attending the annual general meeting has the right to ask
questions. The company must cause to be answered any suc
h question
relating to the business being dealt with at the meeting but no such
answer need be given if (a) to do so would interfere unduly with the
preparation for the meeting or involve the disclosure of confidential
information, (b) the answer has already been given on a website in the
form of an answer to a question, or (c) it is undesirable in the interests
of the company or the good order of the meeting that the question be
answered.
142
R.E.A. Holdings plc
Annual Report and Accounts 2021
Notice of annual general meeting
continued
A copy of this 2022 Notice, and other information required by section
311A of the Companies Act 2006, may be found on the group's website
at www
.rea.co.uk.
Under section 527 of the Companies Act 2006, members meeting the
threshold requirements set out in that section have the right to require
the company to publish on a website (in accordance with section 528 of
the Companies Act 2006) a statement setting out any matter that the
members propose to raise at the relevant annual general meeting relating
to (i) the audit of the company's annual accounts that are to be laid before
the annual general meeting (including the independent auditor’
s report
and the conduct of the audit); or (ii) any circumstance connected with
an auditor of the company having ceased to hold office since the last
annual general meeting of the company
. The company may not require the
members requesting any such website publication to pay its e
xpenses in
complying with section 527 or section 528 of the Companies Act 2006.
W
here the company is required to place a statement on a website under
section 527 of the Companies Act 2006, it must forward the statement
to the company's auditor by not later than the time when it makes the
statement available on the website. The business whic
h may be dealt with
at the annual general meeting includes any statement that the company
has been required under section 527 of the Companies Act 2006 to
publish on a website.
As at the date of this 2022 Notice, the issued share capital of the
company comprises 43,950,529 ordinary shares, of which 132,500
are held as treasury shares, and 72,000,000 9 per cent cumulative
preference shares. Holders of ordinary shares and holders of pref
erence
shares (and their respective proxies) are entitled to attend and vote at
the annual general meeting. Noting that with respect to the 2022 annual
general meeting, all shareholders and their respective proxies are advised
that they will not be allowed to attend the meeting in person. Please refer
to the introduction to this notice for more information.
Accordingly
, the voting rights attaching to shares of the company
exercisable in respect of eac
h of the resolutions to be proposed at the
annual general meeting total 115,818,029 as at the date of this 2022
Notice.
Shareholders may not use any electronic address (within the meaning of
sub-section 4 of section 333 of the Companies Act 2006) provided in this
2022 Notice (or any other related document) to communicate with the
company for any purposes other than those expressly stated.
Under section 338 and section 338A of the Companies Act 2006,
members meeting the threshold requirements in those sections have
the right to require the company (i) to give, to members of the company
entitled to receive notice of the annual general meeting, notice of a
resolution which may properly be moved and is intended to be moved
at the meeting and/or (ii) to include in the business to be dealt with at
the meeting any matter (other than a proposed resolution) which may be
properly included in the business. A resolution may properly be moved
or a matter may properly be included in the business unless (a) (in the
case of a resolution only) it would, if passed, be ineffective (whether by
reason of inconsistency with any enactment or the company’
s constitution
or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or
vexatious. Suc
h a request may be in hard copy form or electronic form,
must identify the resolution of which notice is to be given or the matter to
be included in the business, must be authorised by the person or persons
making it, must be received by the company not later than the date 6 clear
weeks before the meeting, and (in the case of a matter to be included in
the business only) must be accompanied by a statement setting out the
grounds for the request.
This report has been managed by Perivan Financial Limited. (
263184
)
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O 14001. W
ith the internationally
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SC
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R.E.A. H
OLD
I
N
G
S PLC
R.E.A. Holdings plc
5th Floor North
T
ennyson House
159-165 Great P
ortland Street
London
W1W 5P
A
www
.rea.co.uk
Register
ed number
00671099 (England and W
ales)
R.E.A. Holdings plc Annual Report and A
ccounts 2021