Asia
In May we acquired a controlling interest in Lotus, a
chain of 13 hypermarkets in Thailand with 1.6m sq ft of selling space. In
the 32 weeks to 31 December 1998, Lotus contributed £170m to Group sales
and reported a small operating loss of £2m. In December 1998 we added a
14th store and over the next three years we will develop the business further
by doubling the number of stores and providing a strong base for profitable
long term growth.
The purchase price of our 75% stake was £206m, including
£89m debt. Goodwill amounted to £117m after fair value adjustments of
£38m on net assets acquired of £127m. Goodwill will be amortised over
20 years in accordance with FRS10, resulting in a charge to the Group
profit and loss account of £5m this year.
After the financial year end, we announced on 23 March
1999 that we were to form a partnership company with Samsung Corporation
to develop hypermarkets in South Korea. This
company will initially have net assets of £160m, comprising two existing
Homeplus hypermarkets, three development sites and £80m cash. Tesco will
invest a total of £130m, prior to costs, for an 81% controlling interest.
South Korea is a large developed market of 46 million people
with GDP per capita already 70% of that in the UK but, in contrast, modern
retailing is underdeveloped with only around 25 hypermarkets. The potential
for us to build on the two successful Homeplus stores we now own is significant,
and we plan to open a further 12 stores by the end of 2002.
We are continuing with our research in Taiwan and Malaysia.
Joint ventures
The Group operates several businesses as joint ventures
with external partners including property joint ventures and Tesco Personal
Finance, our financial services joint venture. The total share of profits
of our joint ventures was £6m (1998 - loss of £6m).
Tesco Personal Finance has been an important part of our
business strategy now for two years and is in good shape. Products launched
to date, including savings, loans, visa, insurance and pensions have all
been popular and over one million customers now use our financial services.
This year our share of the Tesco Personal Finance operating loss was £12m.
This was slightly better than expected reflecting significant improvements
in efficiency and we aim to break even towards the end of the 1999/2000
financial year.
Property joint ventures contributed an operating profit
of £18m principally comprising rental income on properties owned by our
joint ventures with British Land and Slough Estates.
Treasury management and financial instruments
The Group's treasury operations are managed by Group
Treasury within parameters defined formally and regularly reviewed by
the Board. Group Treasury's activity is routinely reported to members
of the Board and is subject to review by the internal and external auditors.
Consistent with Group policy, Group Treasury does not engage
in speculative activity. Financial instruments, including derivatives,
are used to raise finance and to manage financial risk arising from the
Group's operations.
The main financial risks faced by the Group relate to credit,
interest and foreign exchange. The Board reviews and agrees policies for
managing these risks as summarised below.
The Board establishes annually the policy which Group Treasury
follows in managing credit risks. Limited exposures are permitted only
with banks or other institutions meeting required standards as assessed
normally by reference to the major credit rating agencies. Deals are authorised
only with banks with which dealing mandates have been agreed.
Finance and interest rate risk
The Group's policy is to finance its operations by a
combination of retained profits, bank borrowings, commercial paper, medium
term notes, long term debt market issues and leases.
Derivatives, predominantly forward rate agreements and
interest rate swaps and caps, are used to manage the mix of fixed and
floating rate debt. The policy is to fix or cap between 30% and 70% of
the interest cost on outstanding debt, although a higher percentage may
be fixed within a 12 month horizon. At the year end, after taking account
of interest rate swaps, £649m (1998 - £614m) or 38% of our net debt was
fixed at an average rate of 8.2% for a period of five years. A further
£100m (1998 - £170m) or 6%, was covered by interest caps at an average
rate of 8.3% for a period of three years.
The average rate of interest paid during the year was 7.1%
(1998 - 8.1%). Excluding capitalised interest, interest is covered 7.8
times by profit before interest (1998 - 8.5 times). A 1% rise in market
interest rates would reduce profit before tax by less than 2%.
The Group ensures continuity of funding by arranging
for short term bookings and commercial paper issuance to be fully backed
by committed bank facilities, by limiting the amount of debt repayable
in any one year, and by managing the average debt maturity in line with
gearing levels. At the year end undrawn committed facilities amounted
to £510m (1998 - £645m) and the average debt maturity of net debt, including
these facilities, was over five years.
Foreign currency risk
The Group's policy is to use foreign currency borrowings,
forward foreign currency transactions and swaps to offset part of the
impact on the Group's balance sheet of exchange rate movements on the
12% of its net assets before financing which are held overseas.
The Group does not hedge exposure to currency movements
on the translation of the 4.8% of profits made overseas except to the
extent that those profits are matched by foreign currency interest costs.
Significant transactional currency exposures resulting
predominantly from purchases in currencies other than the subsidiaries'
reporting currencies are hedged by forward foreign currency transactions,
currency options and by holding foreign currency cash balances.
Year 2000
Tesco has been working on the Year 2000 issue for over
three years with the specific objective of ensuring business continuity
under the banner of 'Shopping as Normal for our Customers'.
A central dedicated team has been co-ordinating the
project across all countries and reports to the Board every month. Accountability
has been firmly placed with line directors for defining and actioning
their work programme, co-ordinated through this central team.
The work has concentrated on taking corrective action
across systems, embedded chips and working with our many suppliers to
ensure product supply and continuity of services The activities involved
have been to:
identify the problem
take corrective action
re-test new systems and processes
validate external suppliers of goods and services
categorise risk and develop contingency plans
ensure good communication within the business and to external suppliers
and stakeholders.
The main areas of work lie within:
computer systems
suppliers of products for re-sale
suppliers of equipment and services
the supply chain and our distribution network
There is a risk to the Group, as with all companies,
that suppliers may experience Year 2000 failures. We have held five major
supplier conferences involving over 2,000 firms and are currently fine
tuning contingency plans to ensure the transition is smooth and trade
is unaffected.
We have made the necessary changes and re-tested all
our business critical computer systems.
The Board have agreed store trading times over the
millennium period and all areas of the business will have created staffing
and contingency plans by the end of August 1999.
The approach developed within the UK has been used
in Europe and Asia where compliance is also well advanced.
The programme was estimated to cost £30m over three
years and we expect to spend within that budget.
We have worked closely with Government and Action
2000 as well as the Retail Industry bodies, sharing information for the
good of the consumer in order to achieve 'Shopping as Normal'.
Economic Monetary Union
Our aim is for all the relevant parts of the Group
to be able to handle business in euros when required. Tesco has project
groups addressing the issues arising from EMU and is working with external
consultants.
Going concern
The directors consider that the Group and the company
have adequate resources to remain in operation for the foreseeable future
and have therefore continued to adopt the going concern basis in preparing
the financial statements. As with all business forecasts the directors'
statement cannot guarantee that the going concern basis will remain appropriate
given the inherent uncertainty about future events.
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