Registered Number 09332791 Report and Financial Statements From the 53 week period ending 2 October 2016
CONTENTS PAGE DIRECTORS AND OTHER INFORMATION 2 STRATEGIC REPORT 3 DIRECTORS REPORT 5 STATEMENT OF DIRECTORS RESPONSIBILITIES 7 INDEPENDENT AUDITOR S REPORT 8 PROFIT AND LOSS ACCOUNT 10 BALANCE SHEET 11 STATEMENT OF CHANGES IN EQUITY 12 NOTES TO THE FINANCIAL STATEMENTS 13
DIRECTORS AND OTHER INFORMATION DIRECTORS K Engskov (resigned 29 th July 2016) D Macdonald M Brok (appointed 29 th July 2016) REGISTERED OFFICE Chiswick Park 566 Chiswick High Road London W4 5YE United Kingdom AUDITOR Deloitte LLP Statutory Auditor London United Kingdom BANKERS Citibank Citigroup Centre Canary Wharf London E14 5LB United Kingdom SOLICITORS Wragge & Co LLP 55 Colmore Row Birmingham B3 2AS United Kingdom - 2 -
STRATEGIC REPORT The directors present their strategic report for the 53 week period ended 2 October 2016 (2015: 52 week period to 27 September 2015) for Starbucks EMEA Investments Ltd ( the Company ). In preparing this Strategic Report, the directors have complied with s414c of the Companies Act 2006. STATE OF AFFAIRS The Company was set up on 28 th November 2014 in order to help facilitate the move of Starbucks regional headquarters for the Europe, Middle East and Africa from Amsterdam to London. Starbucks made this decision because the UK is the Company s biggest market in the region and the locating of its regional headquarters in this market made it easier for the Company to implement its growth strategy. During the period, the Company has done a capital reduction of the Company and subsequently distributed its assets to its immediate parent company, Starbucks EMEA Holdings Ltd, following this the directors of the Company now believe that the Company is now longer required and have taken the decision to start the liquidation of the Company. The Company made a dividend payment of $2,352,975,000 (2015: $nil) during the period to its immediate parent company Starbucks EMEA Holdings Ltd. The Company has chosen to adopt FRS 101, Reduced Disclosure Framework and has taken advantage of the disclosure exemptions allowed under this standard. The Company s parent undertaking, Starbucks EMEA Holding Ltd, was notified of and did not object to the use of the EU-adopted IFRS disclosure exemptions. The directors expect that the Company will be liquidated in the near future. These financial statements have therefore been prepared on a basis other than that of a going concern. No material adjustments arose as a result of ceasing to apply the going concern basis. Group reorganisation During 2014, management of the Company s ultimate parent company, Starbucks Corporation ( Starbucks ) announced that it would move its European headquarters from Amsterdam to London. Pursuant to this announcement, in 2014 Starbucks management reorganised the Starbucks group s statutory entities in Europe, to better align its legal organisational structure with its business operations in Europe. As a result of the Group reorganisation, Starbucks Corporation set up Starbucks EMEA Ltd and transferred, via license, certain rights to Starbucks intellectual property (IP) to Starbucks EMEA Ltd. The Company now acts as Master Franchisor/Licensor for the Europe, Middle East and Africa business of Starbucks Corporation. Principal risks and uncertainties The Company has also established a risk management process to ensure that proper procedures are in place and that they are operating effectively in order to deal with strategic and operational issues. The key elements of the system of internal control that minimise and mitigate against perceived risk: - 3 -
STRATEGIC REPORT Internal audit: an internal audit function, based in Seattle, conducts an annual evaluation of the Company s internal control over financial reporting which includes a written assessment of the effectiveness of such controls under section 404 Sarbanes-Oxley Act. Financial risk management: The Company is exposed to financial risk through its financial assets and liabilities. The key financial risk is that the proceeds from financial assets are not sufficient to fund the obligations arising from liabilities as they fall due. The most important components of financial risk are interest rate risk, currency risk, credit risk, liquidity risk, cash flow risk and price risk. Due to the nature of the Company s business and the assets and liabilities contained within the Company s balance sheet the only financial risks the directors consider relevant to this Company are credit risk and liquidity risk. These risks are mitigated by the nature of the debtor balances owed, with these due from other group companies who are able to repay these if required. By Order of the Board on 2017. D Macdonald Director - 4 -
DIRECTORS REPORT The directors present their report and the audited financial statements of Starbucks EMEA Investments Ltd ( the Company ) for the 53 week period ended 2 October 2016 (2015: 52 week period ended 27 September 2015). Disclosures required under s416(4) which have been elevated to the strategic report are: Financial risk management objectives and policies. DIRECTORS The directors of the Company who served throughout the period, except as noted, were: K Engskov (resigned 29 th July 2016) D Macdonald M Brok (appointed 29 th July 2016) DIVIDENDS During the period, the Company distributed its assets via a dividend of $1,752,592,000 (2015:$nil) to its immediate parent company, Starbucks EMEA Holdings Ltd. EVENTS SINCE THE BALANCE SHEET DATE There have been no material events since the balance sheet date, which impact the results reported in these accounts or which require disclosure. DIRECTORS LIABILITIES The Company has granted an indemnity to one or more of its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the directors report. GOING CONCERN The Company s business activities, together with the factors likely to affect its future development, its financial position, financial risk management objectives, details of its financial instruments and derivative activities, and its exposures to price, credit, liquidity and cash flow risk are described in the Strategic Report on pages 3 to 4. The directors expect the Company will be liquidated in the near future. These financial statements have therefore been prepared on a basis other than that of a going concern. No material adjustments arose as a result of ceasing to apply the going concern basis. AUDITOR A resolution to reappoint Deloitte LLP Chartered Accountants as auditor will be put to the members at the Annual General Meeting. - 5 -
DIRECTORS REPORT DIRECTORS STATEMENT AS TO DISCLOSURE OF INFORMATION TO THE AUDITOR The directors who were members of the board at the time of approving the directors report are listed on page 5. Having made enquiries of fellow directors and of the Company s auditor, each of these directors confirms that: to the best of each director s knowledge and belief, there is no information (that is, information needed by the Company s auditor in connection with preparing their report) of which the Company s auditors are unaware; and each director has taken all the steps a director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Company s auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provision of s418 of the Companies Act 2006. By order of the Board on 2017. D Macdonald Director - 6 -
STATEMENT OF DIRECTORS RESPONSIBILITIES The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 Reduced Disclosure Framework and applicable law. 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 for that period. In preparing those financial statements, the directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; and state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. 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 responsible for the maintenance and integrity of the corporate and financial information included on the company s website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. - 7 -
INDEPENDENT AUDITOR S REPORT TO THE MEMBERS OF We have audited the financial statements of Starbucks EMEA Investment Ltd for the period ended 2 October 2016 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes 1 to 14. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 Reduced disclosure framework. 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. To 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 body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditor As explained more fully in the Statement of Directors Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board s Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the financial statements: give a true and fair view of the state of the Company s affairs as at 2 October 2016 and of its loss for the period then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matters prescribed by the Companies Act 2006 In our opinion 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. - 8 -
INDEPENDENT AUDITOR S REPORT TO THE MEMBERS OF Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or the 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 we have not received all the information and explanations we require for our audit. Sukhbinder Kooner (Senior statutory auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor London, United Kingdom 2017-9 -
PROFIT AND LOSS ACCOUNT Period ended Period ended 2 October 27 September 2016 2015 Note $ 000 $ 000 Administrative expenses (1) (4,071) OPERATING LOSS (1) (4,071) Interest receivable and similar income 6 462 41 Gain on available for sale investments 63 - PROFIT / (LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION 3 524 (4,030) Taxation 7 (15,922) - TOTAL LOSS FOR THE PERIOD (15,398) (4,030) No other comprehensive income was recognised during the period and therefore no Statement of Comprehensive Income has been prepared. - 10 -
BALANCE SHEET AS AT 2 OCTOBER 2016 2 October 27 September 2016 2015 Note $ 000 $ 000 FIXED ASSETS Investments 8-585,001-585,001 CURRENT ASSETS Debtors: - Amounts falling due after one year 9-1,676,000 Cash at bank and in hand - 76,052-1,752,052 CREDITORS - amounts falling due within one year 10 (15,922) - TOTAL (LIABILITIES) / ASSETS (15,922) 2,337,053 CAPITAL AND RESERVES Equity share capital 11-1,999,693 Share premium 12-341,390 Retained deficit 13 (15,922) (4,030) SHAREHOLDER'S FUNDS (15,922) 2,337,053 The notes on page 13 to 18 are an integral part of these financial statements. The financial statements of Starbucks EMEA Investments Ltd (registered number 09332791) were approved by the board of directors on 2017 and were signed on its behalf by D Macdonald Director - 11 -
STATEMENT OF CHANGES IN EQUITY Equity share capital Share premium Retained deficit Total $ 000 $ 000 $ 000 $ 000 At 28 November 2014 - - - - Loss for the period - - (4,030) (4,030) Total comprehensive income for the period - - (4,030) (4,030) Shares subscribed for 1,999,693 341,390-2,341,083 At 27 September 2015 1,999,693 341,390 (4,030) 2,337,053 Loss for the period - - (15,398) (15,398) Total comprehensive income for the period - - (15,398) (15,398) Capital reduction (1,999,693) (341,390) 2,341,083 - Dividends paid - - (2,337,577) (2,337,577) At 2 October 2016 - - (15,922) (15,922) The notes on page 13 to 18 are an integral part of these financial statements. - 12 -
NOTES TO THE FINANCIAL STATEMENTS 1. Authorisation of financial statements and statement of compliance with FRS 101 The financial statements of Starbucks EMEA Investment Ltd (the Company ) for the 53 week period ended 2 October 2016 were authorised for issue by the board of directors on 2017 and the balance sheet was signed on the board s behalf by D Macdonald. Starbucks EMEA Investment Ltd is incorporated in the United Kingdom and registered in England and Wales. The Company has applied Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) issued by the Financial Reporting Council (FRC) incorporating the Amendments to FRS 101 issued by the FRC in July 2015 other than those relating to legal changes and has not applied the amendments to Company law made by The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 that are effective for accounting periods beginning on or after 1 January 2016. The Company s financial statements are presented in US Dollars because that is the currency of the primary economic environment in which the Company operates. All values are rounded to the nearest thousand dollars ($ 000) except when otherwise indicated. These financial statements are separate financial statements. The Company has taken advantage of the exemption under s401 of the Companies Act 2006 not to prepare group accounts as it is a wholly owned subsidiary of Starbucks Corporation. The results of the Company are included in the consolidated financial statements of Starbucks Corporation which are available from the Investor Relations section of the Starbucks website at investor.starbucks.com. 2. Summary of significant accounting policies 2.1. Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom law and accounting standards. The Company has adopted FRS 101 for all periods presented. There were no material amendments on the adoption of FRS 101. The accounting policies which follow set out those policies which apply in preparing the financial statements for the period ended 2October 2016. The Company has taken advantage of the following disclosure exemptions under FRS 101: (a) the requirements of IFRS 7 Financial Instruments: Disclosures; (b) the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement ; (c) the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: (i) paragraph 79(a)(iv) of IAS 1; (ii) paragraph 73(e) of IAS 16 Property, Plant and Equipment; (iii) paragraph 118(e) of IAS 38 Intangible Assets; (d) the requirements of paragraphs 10(d), 10(f), 39(c) and 134-136 of IAS 1 Presentation of Financial Statements; (e) the requirements of IAS 7 Statement of Cash Flows; (f) the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; (g) the requirements of paragraph 17 of IAS 24 Related Party Disclosures; - 13 -
NOTES TO THE FINANCIAL STATEMENTS 2.1. Basis of preparation (continued) (h) the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member. 2.2. Going Concern The Company s business activities, together with the factors likely to affect its future development and position, are set put in the Strategic report, pages 3 to 4. The directors expect that the Company will be liquidated in the near future. These financial statements have therefore been prepared on a basis other than that of a going concern. No material adjustments arose as a result of ceasing to apply the going concern basis. 2.3. Significant accounting judgements, estimates and assumptions The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements: Functional currency The functional currency is the currency of the primary economic environment in which the Company operates. IAS 21 The effects of Changes in Foreign Exchange Rates requires the company to consider certain indicators when determining the functional currency of the Company. Management applies judgement to determine the functional currency of the Company based on the Company s relevant facts and circumstances. Management has determined the functional currency to be US Dollars. Taxation Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Further details are contained in note 7. Impairment of investments in subsidiaries Determining whether the Company s investments in subsidiaries have been impaired requires estimates of the investments value in use. The value in use calculations, require the entity to estimate the future cash flows expected to arise from the investments and suitable discount rates in order to calculate present values. 2.4. Significant accounting judgements, estimates and assumptions a) Foreign currency translation The company s financial statements are presented in US Dollars, which is also the company s functional currency, as described in note 2.3 Significant accounting judgements, estimates and assumptions. Transactions in foreign currencies are initially recorded in the entity s functional currency by applying the spot exchange rate ruling at the date of the transaction. Monetary assets and - 14 -
NOTES TO THE FINANCIAL STATEMENTS 2.4. Significant accounting judgements, estimates and assumptions (continued) liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to the income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. b) Investments in subsidiaries Investments in subsidiaries are accounted for at cost less any provision for impairment. c) Cash and short-term deposits Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term deposits with a maturity of three months or less. d) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the income statement net of any reimbursement. e) Income taxes The income taxes are calculated in accordance with tax requirements in the UK. Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance sheet date. Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions: deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised; where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss; in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date. The carrying amount of deferred income tax assets is reviewed at each balance sheet date. Deferred income tax assets and liabilities are offset, only if a legally enforcement right exists to set off current tax assets against current tax liabilities, the deferred income tax relates to the same taxation authority and that authority permits the company to make a single net payment. Income tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other comprehensive income. Similarly, income tax is charged or - 15 -
NOTES TO THE FINANCIAL STATEMENTS 2.4. Significant accounting judgements, estimates and assumptions (continued) credited directly to equity if it relates to items that are credited or charged directly to equity. Otherwise income tax is recognised in the income statement. g) Operating profit Operating profit is stated before investment income and finance costs. 3. PROFIT FOR THE PERIOD Profit for the period has been arrived at after charging: Period ended Period ended 2 October 27 September 2016 2015 $ 000 $ 000 Net foreign exchange losses - 4,071 4. AUDITOR S REMUNERATION Auditor s remuneration of 2,000 (2015: 2,000) in relation to the audit of the Company was borne by Starbucks EMEA Ltd. 5. DIRECTORS AND EMPLOYEES There are no employees of the Company in the current period. All UK employees of the group are employed by the operating company, Starbucks EMEA Ltd. The details of the average monthly number of employees and remuneration for the period for employees of Starbucks EMEA Ltd are disclosed in the financial statements of Starbucks EMEA Ltd. The directors of the Company are also directors of the operating company and it is not practicable to allocate their remuneration for the current financial period between the services to each company. The details of their remuneration for the period are disclosed in the financial statements of Starbucks EMEA Ltd, which bears the cost of their remuneration. 6. INTEREST RECEIVABLE Period ended Period ended 2 October 27 September 2016 2015 $ 000 $ 000 Interest receivable: Bank deposits 119 41 Available for sale investments 343 - Total interest receivable 462 41-16 -
NOTES TO THE FINANCIAL STATEMENTS 7. TAXATION Period ended Period ended 2 October 27 September 2016 2015 $ 000 $ 000 Corporation tax: UK corporation tax 9,417 - Adjustment in relation to prior years 6,505-15,922 - Corporation tax is calculated at 20.0% (2015: 20.5%) of the estimated taxable profit for the year. The charge for the year can be reconciled to the profit in the profit and loss account as follows: 2 October 27 September 2016 2015 $ 000 $ 000 Profit / (Loss) before tax on continuing operations 524 (4,030) Tax at the UK Corporation tax rate of 20.0% (2015: 20.5%) 105 826 Tax effect of utilisation of tax losses not previously recognised (826) Adjustment in relation to prior years 6,505 - Tax effect of expenses that are not deductible in determining taxable profit 9,312 - Tax expense for the year 15,922-8. SUBSIDIARIES $ 000 Cost At 27 September 2015 585,001 Disposals (585,001) At 2 October 2016 - Net Book Value - During the year the Company distributed all of its assets, via a dividend to its immediate parent company, Starbucks EMEA Holdings Ltd. - 17 -
NOTES TO THE FINANCIAL STATEMENTS 9. DEBTORS 2 October 27 September 2016 2015 $ 000 $ 000 Amounts falling due after more than one year: Amounts owed by group undertakings - 1,676,000-1,676,000 During the year the Company distributed all of its assets, via a dividend to its immediate parent company, Starbucks EMEA Holdings Ltd. 10. CREDITORS AMOUNTS FALLING DUE WITHIN ONE YEAR 2 October 27 September 2016 2015 $ 000 $ 000 Amounts owed to Group Undertakings 6,505 - Other taxation and social security 9,417-15,922 - The Company s parent undertaking has given assurances ensuring that all obligations will be settled when due. 11. CALLED UP SHARE CAPITAL Issued and fully paid up 1 ordinary shares of $1.00 each (2015: 1,999,692,898 ordinary shares of $1.00 each) Period ended Period ended 2 October 27 September 2016 2015 $ 000 $ 000-1,999,693 During the year the Company reduced its share capital. 12. SHARE PREMIUM ACCOUNT Share Premium $ 000 As at 27 September 2015 341,390 Cancellation of share premium (341,390) As at 2 October 2016 - - 18 -
NOTES TO THE FINANCIAL STATEMENTS 13. PROFIT AND LOSS ACCOUNT $ 000 Balance at 27 September 2015 (4,030) Net profit for the year 419 Capital reduction 2,341,083 Dividends paid (2,337,472) Balance at 2 October 2016-14. CONTROLLING PARTY In the opinion of the directors, the Company s ultimate parent company and ultimate controlling party is Starbucks Corporation, a company registered in the state of Washington, USA, and is the largest and smallest group in which the results of the Company are consolidated. Copies of the consolidated accounts of Starbucks Corporation can be obtained from the Investor Relations section of the Starbucks website at investor.starbucks.com. The Company s immediate controlling party is Starbucks EMEA Holdings Ltd. - 19 -