<PAGE> 1
As filed with the Securities and Exchange Commission on 10th September, 1997
Registration No. 333-34519
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 1
TO
FORM S-20
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
OMLX, THE LONDON SECURITIES
AND DERIVATIVES EXCHANGE LIMITED
(Exact name of registrant as specified in its charter)
107 Cannon Street
London, England EC4N 5AD
Telephone: 011 (44) 171 283 0670
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CT Corporation System
1025 Vermont Avenue, N.W.
Washington, D.C. 20005
Telephone: (202) 393-1747
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
Lloyd H. Feller, Esquire
Morgan, Lewis & Bockius LLP
1800 M Street, NW
Washington, DC 20036
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------
- -----------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to fee or charge per aggregate fee or Amount of
to be registered be registered unit charge registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Put and Call Options 1,000,000 Contracts $3.25 $3,250,000.00 $984.85
- -----------------------------------------------------------------------------------------------------------
</TABLE>
* Stated in U.S. dollars and estimated solely for the purpose of calculating
the registration fee on the basis of aggregate clearing fees charged by
registrant with the issuance of Option contracts.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
OMLX, THE LONDON SECURITIES AND
DERIVATIVES EXCHANGE LIMITED
FINANCIAL STATEMENTS
DECEMBER 31, 1996
<PAGE> 3
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
REPORT OF INDEPENDENT AUDITORS
to the Board of Directors of OMLX, The London Securities and Derivatives
Exchange Limited
We have audited the accompanying balance sheets of OMLX, The London
Securities and Derivatives Exchange Limited as of December 31, 1996, 1995 and
1994, and the related profit and loss accounts and statements of cash flows and
movements in shareholders' equity for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with United Kingdom auditing standards
which do not differ in any significant respect from United States generally
accepted auditing standards. These standards require that we plan and perform
the audit to obtain reasonable assurances about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OMLX, The London Securities
and Derivatives Exchange Limited at December 31, 1996, 1995 and 1994, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1998 in conformity with accounting principles
generally accepted in the United Kingdom which differ from these followed in
the United States (see Note 18 of Notes to the Financial Statements).
Ernst & Young
Chartered Accountants
London, England
May 6, 1997
1
<PAGE> 4
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
PROFIT AND LOSS ACCOUNTS
<TABLE>
<CAPTION>
Year ended December 31, 1996 1995 1994
Notes SEK SEK SEK
----- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues 2 58,334,640 59,040,620 60,121,846
Administrative expenses -53,548,867 -44,832,195 -48,323,111
----------- ------------ -----------
Operating profit 4,786,773 14,208,425 11,798,735
Interest receivable from
fellow subsidiaries 13,923,353 3,872,787 552,063
Other interest receivable 585,259 3,689,429 3,457,785
Interest payable to parent
company -13,713,722 -3,808,922 -16,555,400
Interest payable other -197,959 -146,240 47,232
----------- ------------ -----------
PROFIT/(LOSS) BEFORE TAXATION 5,382,704 17,815,459 -699,585
Taxation 6 -2,803,000 -4,381,353 --
----------- ------------ -----------
PROFIT/(LOSS) FOR THE
FINANCIAL YEAR* 2,579,704 13,454,106 -699,585
----------- ------------ -----------
</TABLE>
*A summary of the significant adjustments to profit for the year that would be
required had United States generally accepted accounting principles been
applied instead of those generally accepted in the United Kingdom is set forth
in Note 18 of Notes to the Financial Statements.
There are no recognised gains or losses other than the profit for the financial
year of SEK 2,579,704 in the year ended December 31, 1996 (1996 SEK 13,464,106,
SEK 699,585 loss).
The notes to the financial statements form part of these financial statements.
2
<PAGE> 5
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31 1996 1995 1994
Notes SEK SEK SEK
<S> <C> <C> <C> <C>
FIXED ASSETS
Tangible assets 8 4,783,914 7,229,389 10,089,712
------------- ----------- -----------
CURRENT ASSETS
Accounts receivable 9 135,285,213 13,247,959 32,404,553
Cash at bank and in hand 12 1,056,177,251 888,680,223 699,202,350
------------- ----------- -----------
1,191,462,464 901,928,182 731,606,903
ACCOUNTS PAYABLE
Amounts falling due within one year 10 962,205,827 677,696,725 688,250,011
------------- ----------- -----------
229,256,637 224,231,457 43,356,892
------------- ----------- -----------
TOTAL ASSETS LESS CURRENT LIABILITIES 234,040,551 231,460,846 53,446,604
ACCOUNTS PAYABLE
Amounts falling due after
more than one year 13 125,000,000 125,000,000 --
------------- ----------- -----------
NET ASSETS 109,040,551 106,460,846 53,446,604
------------- ----------- -----------
CAPITAL AND RESERVES
Called-up share capital 100,000,000 100,000,000 58,088,162
Profit and loss account 9,040,551 6,460,847 -4,641,558
------------- ----------- -----------
TOTAL SHAREHOLDERS' EQUITY* 109,040,551 106,460,847 53,446,604
------------- ----------- -----------
</TABLE>
*A summary of the significant adjustments to profit/(loss) for the year that
would be required had United States generally accepted accounting principles
been applied instead of those generally accepted in the United Kingdom is set
forth in Note 18 of Notes to the Financial Statements.
The notes to the financial statements form part of these financial statements.
3
<PAGE> 6
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
STATEMENTS OF MOVEMENTS IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Ordinary share capital Profit and
Authorized Authorized Issued loss account
L SEK SEK SEK
<S> <C> <C> <C> <C>
At January 1, 1994
10,000,000 shares of L1 each 10,000,000 -- -- -3,458,700
5,000,100 shares of L1 each 61,651,253
Loss for the year -- -- -- -699,585
Exchange adjustment -3,563,071 -483,273
---------- ----------- ---------- ----------
At December 31, 1994 10,000,000 -- 58,088,162 -4,641,558
10,000,000 shares of SEK 10 each -- 100,000,000 -- --
4,880,000 shares of SEK 10 each -- -- 48,800,000 --
Profit for the year -- -- -- 13,454,106
Exchange adjustment -- -- -6,888,162 -2,351,701
---------- ----------- ---------- ----------
At December 31, 1995 10,000,000 100,000,000 100,000,000 6,460,847
---------- ----------- ---------- ----------
Profit for the year -- -- -- 2,579,704
---------- ----------- ---------- ----------
At December 31, 1996 10,000,000 100,000,000 100,000,000 9,040,551
</TABLE>
As at December 31, 1996 the cumulative foreign exchange translation adjustment
was SEK(5,105,784) (1995 -- SEK(5,105,784), 1994 -- SEK (4,134,079)).
The notes to the financial statements form part of these financial statements.
4
<PAGE> 7
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
CASH FLOW STATEMENT
<TABLE>
<CAPTION>
Year ended December 31, 1996 1995 1994
Notes SEK SEK SEK
<S> <C> <C> <C> <C>
Net cash inflow from ordinary
operating activities 5b 149,896,233 175,207,879 288,268,855
----------- ----------- -----------
RETURNS ON INVESTMENTS AND
SERVICING OF FINANCE
Interest paid -13,911,681 -13,575,744 -1,709,336
Interest received 14,508,612 5,669,224 2,490,031
----------- ----------- ----------
596,931 -7,906,520 780,695
----------- ----------- ----------
TAXATION
Corporation tax paid -5,607,303 -37,047 -1,328,892
INVESTING ACTIVITIES
Purchase of fixed assets -1,091,595 -875,404 -6,091,915
Receipts from disposal of fixed assets 264,663 -- 177,000
----------- ----------- -----------
NET CASH OUTFLOW FROM INVESTING
ACTIVITIES -826,932 -875,404 -5,914,915
----------- ----------- -----------
NET CASH INFLOW BEFORE FINANCING 144,058,929 166,388,908 289,805,743
FINANCING
Repayment of convertible unsecured loan -- -51,200,000 --
Proceeds from subordinated debt issue -- 125,000,000 --
Proceeds from issue of shares -- 48,800,000 --
----------- ----------- -----------
-- 122,600,000 --
----------- ----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 12 144,058,929 288,988,908 289,805,743
----------- ----------- -----------
</TABLE>
The significant differences between the cash flow statement presented above and
that required under United States generally accepted accounting principles are
described in Note 18 to the Financial Statements.
The notes to the financial statements form part of these financial statements.
5
<PAGE> 8
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
1 ACCOUNTING POLICIES
Organisation
The Company is a Recognised Investment Exchange in the United Kingdom and is
regulated by the Securities and Investments Board. It has held this status
since its inauguration as OM London in December 1989.
The Company is unique within the London market, both as a fully computerised
derivatives exchange and as an integrated exchange and clearing house. OM's
marketplace was also the first example of an electronic linkage. The exchanges
and clearing houses of two legal entities, the Company and its sister Company,
OM Stockholm AB, are linked to give members of both exchanges access to a
single marketplace.
A range of futures and options are traded on both Swedish stocks and on the
OMX Index. A significant reduction in trading volumes on the exchanges would
have an adverse effect on the results on the Company.
UK statutory accounts are prepared and presented in Swedish Krona.
Accordingly, these financial statements are also presented in Swedish Krona.
When OMLX was originally incorporated in 1989 and for the years up to 1995,
the Company's strategy aimed at becoming the UK international arm of the OM
Group. A range of UK based products, denominated and traded in pounds sterling
were planned and launched. It was therefore anticipated that the Company's
turnover would consist of a mixture of Sterling and Swedish Krona denominated
products.
None of the individual sterling denominated products had been successful and
the final one was delisted at the end of 1995. The Company's strategy is now
to concentrate on the Nordic region.
All clearing turnover is now Swedish Krona denominated with expenses incurred
in both currencies, principally sterling.
To reflect both the change in strategy and the turnover/expenses split, a
decision was made to change the Company's functional currency from January 1,
1996 to Swedish Krona.
The existing share capital will continue to be denominated in both currencies.
In anticipation of this change, the Company's authorised share capital was
increased at the end of 1995 by the creation of 10 million shares of SEK10
each and 4,880,000 of such shares were issued. At the same time the sterling
denominated shares were recorded at the exchange rate ruling at that date so
that the Company's issued capital was the equivalent of SEK 100 million at
that date.
The Company uses the trade date basis of accounting for recording principal
transactions.
Accounting convention
The financial statements are prepared under the historical cost convention and
in accordance with applicable United Kingdom accounting standards.
Revenues
Revenues represent fees received for operating the marketplace and clearing
house for financial derivatives together with other fees. All fees were
derived in the United Kingdom.
6
<PAGE> 9
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
1 ACCOUNTING POLICIES (continued)
Tangible fixed assets
Tangible fixed assets are stated at cost less amounts written off and are
depreciated over their useful lives on a straight line basis. The basis was
changed, with effect from January 1, 1995, from a 30% reducing balance to:
<TABLE>
<C> <C>
Machinery and equipment 5 years
Furniture and fittings 5 years
</TABLE>
Foreign currency
The Company's functional currency up to 31 December 1995 was sterling. For the
preparation of these financial statements the assets and liabilities have been
translated at the rates ruling at each balance sheet date. Exchange
differences resulting from the retranslation of the net assets at closing
rate, together with the differences between income statements translated at
average rates and closing rates, are dealt with in reserves.
Any gain or loss arising from a change in exchange rates, subsequent to the
date of the transaction, is included as an exchange gain or loss in the profit
and loss account. The exchange rates used in the translation of these
financial statements are as follows:-
<TABLE>
<CAPTION>
SEK = pound sterling Closing rate Average rate
<S> <C> <C>
Year ended December 31, 1994 11.6174 11.8000
Year ended December 31, 1995 10.2400 11.2640
Year ended December 31, 1996 11.6100 10.4600
</TABLE>
Operating leases
Rentals payable under operating leases are charged to the profit and loss
account as incurred.
Deferred taxation
Deferred taxation is calculated on the liability method. Deferred tax is
provided on timing differences which will probably reverse at the rates of tax
likely to be in force at the time of reversal. Deferred tax is not provided on
timing differences which, in the opinion of the directors, will not reverse.
Pension costs
The Company contributes to a defined contribution scheme for the benefit of
each eligible employee. The contributions payable are charged to the profit
and loss account as they fall due.
Use of estimates
The preparation of financial statements requires management to make estimates
and assumptions that effect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
<PAGE> 10
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
2 REVENUES
Revenues comprise the following:
<TABLE>
<CAPTION>
Year ended December 31, 1996 1995 1994
SEK SEK SEK
----------- ----------- -----------
<S> <C> <C> <C>
Contract fees 50,932,747 50,248,028 55,061,302
Other income 2,293,811 3,194,865 2,662,115
Collateral income 40,356,629 39,043,855 43,067,574
Collateral expense -35,248,547 -33,446,128 -40,669,145
----------- ----------- -----------
58,334,640 59,040,620 60,121,846
----------- ----------- -----------
</TABLE>
Other income represents fees for trading terminals rented to OMLX members.
The presentation of collateral income and expense has been changed in 1996. To
follow industry standard practice, collateral income and expense are included
within revenues. These figures were previously included within interest income
and interest expense. Comparative figures have been represented to conform
with the current year presentation.
<PAGE> 11
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
3 DIRECTORS' EMOLUMENTS
<TABLE>
<CAPTION>
1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>
Directors' emoluments in respect of services as directors
of the Company (including pension contributions) ............... 3,122,530 4,688,482 6,371,799
Directors' emoluments in respect of loss of office ............. 627,600 - 885,000
--------- --------- ---------
3,750,130 4,688,482 7,256,799
--------- --------- ---------
</TABLE>
The directors' remuneration shown above (excluding pension contributions)
included:
<TABLE>
<CAPTION>
1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>
Chairman ........................................................ - - -
Highest paid director ........................................... 1,269,802 1,920,433 2,260,030
---------- ---------- ----------
</TABLE>
The directors received emoluments (excluding pension contributions) in the
following ranges:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996 1995 1994
<S> <C> <C> <C>
pound sterling Nil-pound sterling 5,000 ......................... 4 4 4
pound sterling 40,001-pound sterling 45,001 ..................... 1 - -
pound sterling 65,001-pound sterling 70,000 ..................... 1 - -
pound sterling 85,001-pound sterling 90,000 ..................... - 1 -
pound sterling 90,001-pound sterling 95,000 ..................... 1 - -
pound sterling 95,001-pound sterling 100,000 .................... - - 1
pound sterling 105,001-pound sterling 110,000 ................... - 1 -
pound sterling 120,001-pound sterling 125,000 ................... 1 - -
pound sterling 125,001-pound sterling 130,000 ................... - - 1
pound sterling 130,001-pound sterling 135,000 ................... - - -
pound sterling 140,001-pound sterling 145,000 ................... - - 1
pound sterling 170,001-pound sterling 175,000 ................... - 1 -
pound sterling 190,001-pound sterling 195,000 ................... - - 1
</TABLE>
<PAGE> 12
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
4 STAFF COSTS
<TABLE>
<CAPTION>
1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>
Employee costs during the year amount to:
Salaries ....................................................... 11,573,299 10,643,309 14,822,239
Social Security costs .......................................... 1,102,972 1,067,444 1,072,821
Other pension costs ............................................ 1,197,904 1,266,490 1,182,596
---------- ---------- ----------
13,874,175 12,977,243 17,077,656
---------- ---------- ----------
</TABLE>
The average number of persons employed by the company during the year was as
follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996 1995 1994
<S> <C> <C> <C>
Management ..................................................... 4 5 5
Trading ........................................................ 10 10 9
Clearing & Finance ............................................. 7 5 5
Marketing ...................................................... 4 3 3
Legal .......................................................... 2 2 1
Administration ................................................. 2 3 3
---------- ---------- ----------
29 28 26
---------- ---------- ----------
</TABLE>
<PAGE> 13
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
5a. OPERATING PROFIT
<TABLE>
<CAPTION>
1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>
The operating profit for the year is after charging:
Auditors' remuneration
- audit.......................................................... 198,740 214,016 224,200
- non audit ..................................................... 127,996 11,264 23,600
Depreciation .................................................... 3,268,455 2,273,255 3,301,321
Operating lease rentals ......................................... 2,940,306 3,241,475 3,398,247
Foreign exchange gains .......................................... 120,867 5,270,842 2,564,836
</TABLE>
5b. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING
ACTIVITIES
<TABLE>
<CAPTION>
1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>
Operating profit ............................................. 4,785,773 14,208,425 11,798,735
Depreciation ................................................. 3,268,455 2,273,255 3,301,321
Loss on disposal of fixed assets 3,952 432,605 27,352
Increase/(decrease) in accounts receivable ................... -122,037,254 21,049,566 -6,352,191
Increase in accounts payable ................................. 263,875,307 137,244,028 287,493,638
----------- ----------- -----------
149,896,233 175,207,879 296,268,855
----------- ----------- -----------
</TABLE>
11
<PAGE> 14
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
6 TAXATION
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996 1995 1994
SEK SEK SEK
<S> <C> <C> <C>
Current year corporation tax.......... 2,876,500 4,519,360 -
Prior year over provision............. -73,500 -158,007 -
--------- --------- ---------
2,803,000 4,361,353 -
--------- --------- ---------
% of profit/(loss) before tax:
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996 1995 1994
SEK SEK SEK
<S> <C> <C> <C>
United Kingdom statutory tax rate..... 33 33 33
Disallowable expenses................. 9 - -
Use of losses brought forward......... - -7 -
Current year losses................... - - -33
Other differences..................... 6 2 -
--------- --------- ---------
48 28 -
--------- --------- ---------
</TABLE>
7 UNPROVIDED DEFERRED TAX
The unprovided amount of deferred tax on all timing differences is as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1996 1995 1994
SEK SEK SEK
<S> <C> <C> <C>
Accelerated capital allowances........ 242,521 -48,323 251,145
Other timing differences.............. 5,225 41,021 55,798
--------- --------- ---------
Total deferred tax asset/(liability).. 247,746 -7,302 306,943
--------- --------- ---------
</TABLE>
<PAGE> 15
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
8 TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
FURNITURE MACHINERY &
& FITTINGS EQUIPMENT TOTAL
SEK SEK SEK
<S> <C> <C> <C>
COST:
At January 1, 1994............................................... 6,700,714 12,642,208 19,342,922
Additions........................................................ 2,776,280 3,315,635 6,091,915
Disposals........................................................ - -294,469 -294,469
Exchange adjustment.............................................. -430,223 -777,395 -1,207,618
--------- ---------- ----------
At December 31, 1994............................................. 9,046,771 14,885,979 23,932,750
Additions........................................................ 96,285 779,119 875,404
Disposal......................................................... - -432,605 -432,605
Exchange adjustment..............................................-1,081,370 -1,796,436 -2,877,806
--------- ---------- ----------
At December 31, 1995............................................. 8,061,686 13,436,057 21,497,743
Additions........................................................ - 1,091,595 1,091,595
Disposal......................................................... - -769,208 -769,208
--------- ---------- ----------
At December 31, 1996............................................. 8,061,686 13,758,444 21,820,130
--------- ---------- ----------
DEPRECIATION:
Exchange adjustment.............................................. -250,068 -454,818 -704,886
--------- ---------- ----------
At December 31, 1994............................................. 6,033,985 7,809,053 13,843,038
--------- ---------- ----------
Charges.......................................................... 990,646 1,282,609 2,273,255
Disposals........................................................ - - -
Exchange adjustment.............................................. -805,469 -1,042,470 -1,847,939
--------- ---------- ----------
At December 31, 1995............................................. 6,219,162 8,049,192 14,266,354
Charges.......................................................... 1,401,313 1,867,142 3,268,455
Disposals........................................................ -500,593 -500,593
--------- ---------- ----------
At December 31, 1996............................................. 7,620,475 9,415,741 17,036,216
--------- ---------- ----------
NET BOOK VALUE:
At December 31, 1994............................................. 3,012,788 7,076,926 10,089,712
--------- ---------- ----------
At December 31, 1995............................................. 1,842,524 5,386,865 7,229,389
--------- ---------- ----------
At December 31, 1996............................................. 441,211 4,342,703 4,783,914
--------- ---------- ----------
</TABLE>
<PAGE> 16
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
9 ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
December 31, 1996 1995 1994
SEK SEK SEK
<S> <C> <C> <C>
Trade receivables 16,966,797 4,740,351 17,319,196
Amounts owed by group undertakings 110,104,552 1,294,367 5,947,389
Other debtors 6,391,103 5,517,630 5,921,456
Provision for doubtful debts -1,000,109 -409,600 -
----------- ---------- ----------
5,390,994 5,108,030 5,921,458
Prepayments and accrued income 2,822,870 2,105,211 3,216,510
----------- ---------- ----------
135,285,213 13,247,959 32,404,553
----------- ---------- ----------
</TABLE>
Other debtors includes an amount of SEK 4,146,914 falling due after more
than one year (1995 - SEK 3,397,919, 1994 - SEK 3,626,836).
10 ACCOUNTS PAYABLE
Amounts falling due within one year:
<TABLE>
<CAPTION>
December 31, 1996 1995 1994
SEK SEK SEK
<S> <C> <C> <C>
Trade payables 656,993 1,126,687 804,319
Amounts owed to group undertakings 9,125,205 10,371,293 9,164,235
Other creditors 912,559,246 646,062,049 575,042,223
Taxation and social security 3,547,891 5,030,135 1,246,768
Accruals and deferred income 12,878,393 15,106,560 25,059,940
Bank overdraft (interest rate 1996 5.875%, 1994 7.5%) 23,438,099 - 18,845,526
Convertible unsecured loan stock - - 58,087,000
----------- ----------- -----------
962,205,827 677,696,724 688,250,011
----------- ----------- -----------
</TABLE>
<PAGE> 17
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
11 MARGIN AND CLEARING FUND DEPOSITS
The OMLX exchange operates a risk based portfolio margining system, OMS II.
Cash and non cash collateral is held to cover daily margin calls. The cash
deposits of clearing members are invested by the Company and are disclosed
in the balance sheet under cash and bank deposits. Cash collateral is only
available to the Company in the event of a member defaulting on its
contractual duties with the Company.
<TABLE>
<CAPTION>
1996 1995 1994
DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>
Cash collateral..................... 911,541,982 646,062,049 591,949,038
Non cash collateral:
Securities held..................... 976,410,323 216,476,621 96,772,303
Pledged collateral.................. - 20,271,258 8,858,024
Bank guarantees..................... 138,515,100 162,812,979 1,101,644,607
----------- ----------- -------------
</TABLE>
The OMLX exchange is authorised by the Securities and Investments Board to
operate as a Recognised Investment Exchange and is also permitted to offer
integrated clearing services.
One of the principal functions of a clearing house is to guarantee that all
contracts traded will be honoured. This means that the clearing house
becomes the counterparty in all transactions.
The Company employs various techniques to minimise its exposure to loss in
the event of a default by a clearing member. A principal technique is the
collection of margin deposits as detailed above. Should a member fail to
meet its obligations the collateral previously called from that member would
be available to apply against losses incurred in liquidating the positions.
OMS II, the risk based, portfolio margining system employed by the OM Group,
anticipates the size of margins required to cover such losses.
Concentrations of credit risk
Collateral is held in a variety of banks and custodians which are constantly
reviewed to monitor credit and concentration risk.
15
<PAGE> 18
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
12 ANALYSIS OF CHANGES IN CASH AND CASH EQUIVALENTS AS SHOWN IN THE BALANCE
SHEET
<TABLE>
<CAPTION>
Change Change Change
1996 in year 1995 in year 1994 in year 1993
SEK SEK SEK SEK SEK SEK SEK
<S> <C> <C> <C> <C> <C> <C> <C>
Cash:
Collateral......... 946,680,547 300,618,498 646,062,049 54,113,011 591,949,038 177,441,934 414,507,104
Cash at bank and
in hand............ 109,496,704 -133,121,470 242,618,174 135,364,862 107,253,312 107,253,312 _
Bank overdraft.... -23,438,099 -23,438,099 _ 18,945,526 -18,845,526 -18,845,526 _
------------- ----------- ----------- ----------- ----------- ----------- -----------
1,032,739,152 144,058,929 888,680,223 208,323,399 680,356,824 265,849,720 414,507,104
------------- ----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
SEK
<S> <C>
BALANCE AT DECEMBER 31, 1993.................................................................................. 414,507,104
Net cash inflow before adjustments for the effect
of foreign exchange rate movements............................................................................ 289,805,743
Effect of foreign exchange rate movements..................................................................... -23,956,023
-------------
BALANCE AT DECEMBER 31, 1994.................................................................................. 680,356,824
Net cash inflow before adjustments for the effect
of foreign exchange rate movements............................................................................ 288,988,908
Effect of foreign exchange rate movements..................................................................... -80,665,509
-------------
BALANCE AT DECEMBER 31, 1995.................................................................................. 888,680,223
Net cash inflow............................................................................................... 144,058,929
-------------
BALANCE AT DECEMBER 31, 1996.................................................................................. 1,032,739,152
-------------
</TABLE>
<PAGE> 19
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
13 ACCOUNTS PAYABLE
Amounts falling due after more than one year:
<TABLE>
<CAPTION>
1996 1995 1994
YEAR ENDED DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>
Subordinated debt issued to OM Gruppen AB ........... 125,000,000 125,000,000 -
----------- ----------- -----------
</TABLE>
As part of the reserve restructuring in December 1995, subordinated debt of
SEK125,000,000 was issued to OM Gruppen AB.
Interest is payable half yearly based upon the equivalent rate for six month
Swedish Treasury bills.
The debt is subordinate to the rights of unsubordinated creditors and, in
the event of liquidation will be repaid only out of assets remaining after
payment of sums in respect of such prior obligations.
14 FINANCIAL COMMITMENTS
Operating Leases
The Company leases the premises from which it operates on long-term leases.
The minimum annual rentals under these leases and other operating leases are
as follows:
<TABLE>
<CAPTION>
1996 1995 1994
PROPERTY PROPERTY PROPERTY
DECEMBER 31, SEK SEK SEK
<S> <C> <C> <C>
Payments due within one year; leases which expire:
- within 2 to 5 years ............................... 638,550 563,200 -
- after 5 years ..................................... 2,625,021 2,315,264 3,265,651
---------- ---------- ----------
Total ............................................... 3,263,571 2,878,464 3,265,651
---------- ---------- ----------
Payments due:
- within two years .................................. 2,625,021
- within three years ................................ 2,625,021
- within four years ................................. 2,625,021
- within five years ................................. 2,625,021
- thereafter ........................................ 31,500,252
----------
45,263,907
----------
</TABLE>
17
<PAGE> 20
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
15 PARENT UNDERTAKING
OM Gruppen AB, a company incorporated in Sweden, is the ultimate parent
undertaking. Copies of the financial statements of OM Gruppen AB may be
obtained from OM Gruppen AB, Brunkebergstorg 2, PO Box 16305, S-10326
Stockholm, Sweden.
16 PARENT COMPANY GUARANTEE
OM Gruppen AB has issued an umbrella guarantee in favour of both OMLX and
its sister company OM Stockholm AB. This gives both companies and their
respective exchange members the right to call on any or all of the group
capital reserves to fulfil obligations arising from their Rules, Regulations
or Clearing Agreements.
The guarantee was issued in February 1994 and can only be terminated by OM
Gruppen AB giving 30 days advance notice to the Members of OM Stockholm and
OMLX.
17 COMPANIES ACT 1985
These financial statements do not comprise the Company's "statutory
accounts" within the meaning of section 240 of the Companies Act 1985 of
Great Britain. Statutory accounts for the years ended December 31, 1995 and
1994 have been and for the year ended December 31, 1996 will be, delivered
to the Registrar of Companies for England and Wales. The auditors' report on
such accounts was unqualified.
18
<PAGE> 21
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
18 DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
The Company's consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United Kingdom ("UK
GAAP") which differ from United States generally accepted accounting
principles ("US GAAP"). The significant differences as they apply to the
Company are summarised below.
Deferred taxation
The Company provides for deferred taxation, using the liability method, on
timing differences which will probably reverse. Deferred tax is not provided
on timing differences which, in the opinion of the directors, will not
reverse. Under US GAAP deferred taxation is provided using the liability
method on all temporary differences and deferred tax assets are recognised
to the extent that their realisation is more likely than not.
Reconciliations of profit/(loss) for the year and shareholders' equity
assuming US GAAP had been applied are as follows:
<TABLE>
<CAPTION>
Year ended December 31, 1996 1995 1994
SEK SEK SEK
<S> <C> <C> <C>
Profit/(loss) for the year
as reported 2,579,704 13,454,106 -699,585
Adjustment relating
to deferred taxation 256,199 -277,852 -148,993
----------- ----------- ----------
Profit/(loss) as adjusted
to accord with US GAAP 2,835,903 13,176,254 -848,576
----------- ----------- ----------
December 31, 1996 1995 1994
SEK SEK SEK
Shareholders' equity
as reported 109,040,551 106,460,847 53,446,604
Adjustment relating
to deferred taxation 7 247,746 -7,302 306,943
----------- ----------- ----------
Shareholders' equity as
adjusted to accord
with US GAAP 109,288,297 106,453,545 53,753,547
----------- ----------- ----------
</TABLE>
Cash Flow Statement
The cash flow statement prepared under UK GAAP presents substantially the
same information as that required under US GAAP. UK GAAP and US GAAP differ,
however, with regard to classification of items within the statements and as
regards the definition of cash and cash equivalents.
Under US GAAP, cash and cash equivalents to not include bank overdrafts
whereas they are included under UK GAAP. US GAPP requires only three
categories of cash flow activity to be reported: operating, investing and
financing. Cash flows from taxation and returns on investments and servicing
of finance, shown separately under UK GAAP, would be included as operating
activities under US GAAP.
<PAGE> 22
OMLX, THE LONDON SECURITIES AND DERIVATIVES EXCHANGE LIMITED
18 DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (Continued)
The categories of cash flow under US GAAP can be summarised as follows:
<TABLE>
<CAPTION>
Year ended December 31, 1996 1995 1994
SEK SEK SEK
------------- ----------- -----------
<S> <C> <C> <C>
Cash inflow from operating activities 144,885,861 86,598,803 271,764,635
Cash outflow on investing activities -826,932 -875,404 -5,914,915
Cash inflow from financing activities 23,438,099 103,754,474 18,845,526
------------- ----------- -----------
Increase in cash and cash equivalents 167,497,028 189,477,873 284,685,246
Cash and cash equivalents at January 1 888,680,223 699,202,350 414,507,104
------------- ----------- -----------
Cash and cash equivalents at
December 31 1,056,177,251 888,680,223 699,202,350
------------- ----------- -----------
</TABLE>
<PAGE> 23
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on this Amendment No. 1 to this Form S-20 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorised in London, England on 10th September,
1997.
OMLX, THE LONDON SECURITIES AND
DERIVATIVES EXCHANGE LIMITED
By: /s/ Peter Anthony Cox
---------------------------------------------
Peter Anthony Cox, Director & Chief Executive
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<S> <C> <C>
Carl Per Eric Sletten Larsson Stockholm, Sweden 10th September 1997
Chairman & Director
Peter Anthony Cox London, England 10th September 1997
Director & Chief Executive
(principal executive officer)
Olof Matthias Arnesson Stenhammar Stockholm, Sweden 10th September 1997
Honorary Chairman & Director
Carole Machell London, England 10th September 1997
Director & Managing Director, Operations
(principal financial officer and controller
or principal accounting officer)
Clive Mace Gilchrist London, England 10th September 1997
Director
</TABLE>
12
<PAGE> 24
<TABLE>
<S> <C> <C>
Anthony Richard Whalley Edinburgh, Scotland 10th September 1997
Director
Derek Ronald James Oliver London, England 10th September 1997
Director of Legal Affairs, Company Secretary,
and Compliance Officer
Tor Soderquist New York, NY 10th September 1997
Authorised Representative of the
Registrant in the United States
</TABLE>
POWER OF ATTORNEY
Each person whose signature appears above authorizes Derek Ronald James Oliver
to execute in the name of each such person, and file, any amendments to this
Registration Statement necessary or advisable to enable Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof,
which amendments may make such changes herein as any of the above-named
individuals deems appropriate.
13
