ackermans & van haaren - annual report 2013
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DESCRIPTIONAckermans & van Haaren is a diversified group active in 5 key segments: •Marine Engineering & Infrastructure •Private Banking •Real Estate, Leisure & Senior Care •Energy & Resources •Development Capital The AvH group represented in 2013, through its share in the participations (incl. CFE), a revenue of 5.7 billion euros and employs 22,706 people. The group concentrates on a limited number of strategic participations with an important potential for growth. The AvH share is part of the BEL20 index, the Private Equity NXT index of Euronext Brussels and the European DJ Stoxx 600.
- 1.Annual REPORT 2013
2. May 16, 2014 Interim statement Q1 2014 May 26, 2014 Ordinary general meeting August 28, 2014 Half-year results 2014 November 18, 2014 Interim statement Q3 2014 February 27, 2015 Annual results 2014 May 25, 2015 Ordinary general meeting Financial calendar 3. Annual Report 2013 4. Annual report 2013 Pursuant to the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a Belgian regulated market, Ackermans & van Haaren is required to publish its annual financial report. This report contains the combined statutory and consolidated annual report of the board of directors prepared in accordance with article 119, last paragraph of the Company Code. The report further contains a condensed version of the statutory annual accounts prepared in accordance with article 105 of the Company Code, and the full version of the consolidated annual accounts. The full version of the statutory annual accounts has been deposited with the National Bank of Belgium, pursuant to articles 98 and 100 of the Company Code, together with the annual report of the board of directors and the audit report. The auditor has approved the statutory and consolidated annual accounts without qualification. In accordance with article 12, 2, 3 of the Royal Decree of 14 November 2007, the members of the executive committee (i.e. Luc Bertrand, Tom Bamelis, Piet Bevernage, Piet Dejonghe, Koen Janssen and Jan Suykens) declare that, to their knowledge: a) the annual accounts contained in this report, which have been prepared in accordance with the applicable standards for annual accounts, give a true view of the assets, financial situation and the results of Ackermans & van Haaren and the companies included in the consolidation; b) the annual accounts give a true overview of the development and the results of the company and of the position of Ackermans & van Haaren and the companies included in the consolidation, as well as a description of the main risks and uncertainties with which they are confronted. The annual report, the full versions of the statutory and consolidated annual accounts, as well as the audit reports regarding said annual accounts are available on the website (www.avh.be) and may be obtained upon simple request, without charge, at the following address: Begijnenvest 113 2000 Antwerp, Belgium Tel. +32 3 231 87 70 Fax +32 3 225 25 33 E-mail [email protected] 4 5. contents Mission statement 6 2013 at a glance 8 Key events 2013 10 Acquisition of control CFE 12 Annual report Message of the chairmen 16 Annual report on the statutory annual accounts 20 Annual report on the consolidated annual accounts 24 Corporate governance statement 32 Remuneration report 40 Corporate social responsibility 44 Activity report Group structure 49 Marine DEME 54 Engineering & CFE 58 Infrastructure Algemene Aannemingen Van Laere 62 Rent-A-Port 64 NMP 65 Private Banking Delen Investments 70 Bank J.Van Breda & C 74 ASCO-BDM 77 Real Estate, Extensa 82 Leisure & Leasinvest Real Estate 85 Senior Care Groupe Financire Duval 88 Anima Care 90 Energy Sipef 96 & Resources Sagar Cements 98 Oriental Quarries & Mines 99 Max Green 100 Telemond Group 101 Development Capital Financial statements General information regarding the company and the capital 192 Key figures 2013 appendix 14 50 48 66 78 92 102 120 5 6. Annual report 2013 Mission STATEMENt Our mission is to create shareholder value through long-term investments in a limited number of strategic participations with growth potential on an international level. 6 7. Positioning of Ackermans & van Haaren an independent and diversified group led by an experienced, multidisciplinary management team based upon a healthy financial structure to support the growth ambitions of the participations Long term perspective clear objectives agreed upon with the participations responsibility of the participations for their own financial position strive for annual growth in the results of each participation and of the group as a whole focus on growth sectors in an international context Proactive shareholder involvement in selecting senior management and defining long-term strategy permanent dialogue with management monitoring and control of strategic focus, operational and financial discipline active support of management for specific operational and strategic projects 7 8. Annual report 2013 Ackermans & van Haaren ended the 2013 financial year with a consolidated net profit of 293.9 million euros. This result includes a remeasurement income of 109.4 million euros which AvH had to recognize under the IFRS rules on the contribution of its 50% stake in DEME to CFE when it acquired control over CFE in December 2013. Excluding that remeasurement income, the net profit amounts to 184.5 million euros (5.51 euros per share), which is a 10% increase on the net profit of 167.3 million euros in 2012. 2013 at a glance The particularly high level of activity at DEME was reflected in a turnover that for the first time topped 2.5 billion euros as well as in a higher net profit (109.1 million euros). As of 24 December 2013, AvH exercises exclu- sive control over CFE (and therefore over DEME as well) with a 60.4% stake. Since this transac- tion took place just a few calendar days before the year-end, the impact on the income state- ment of AvH in 2013 is limited to the remeas- urement under IFRS of the 50% stake in DEME which AvH contributed to CFE in the amount of 550 million euros. Delen Investments and Bank J.Van Breda & C reported an outstanding performance in 2013, and managed to grow their assets under management to a new record level. Breakdown of the consolidated net result (part of the group) - IFRS ( mio) 2013 2012 Marine Engineering & Infrastructure 59.7 51.7 Private Banking 84.5 71.5 Real Estate, Leisure & Senior Care 15.8 3.6 Energy & Resources 8.7 16.4 Development Capital -6.6 5.9 Result of the participations 162.1 149.1 Capital gains development capital 29.5 22.7 Result of the participations (incl. capital gains) 191.6 171.8 AvH & subholdings -7.2 -3.9 Other non-recurrent results (mainly remeasurement income on contribution of 50% DEME to CFE in 2013) 109.5 -0.6 Consolidated net result 293.9 167.3(1) 88 (1) See revised financial statements 2012 (note 2 in the consolidated annual accounts) A proactive portfolio management permitted Leasinvest Real Estate to let its real estate portfolio grow to 718 million euros. Extensa was able to make a profit again by a recovery in its real estate development results. Due to lower output volumes and lower market prices for palm oil and rubber, Sipefs result decreased in 2013. Sagar Cements and Max Green were confronted with difficult market conditions. Performance in the Development Capital seg- ment is mixed: a substantial capital gain was realized on the sale of the stake in Spano, while restructuring costs and impairments continued to depress the contribution from certain other companies in 2013. 9. 9 General comments on the figures The equity of AvH (group share) increased to 2,251.5 million euros on 31 December 2013, which corresponds to 67.22 euros per share. As at 31/12/2012, the equity stood at 2,003.3 million euros or 59.80 euros per share. AvH had a net cash position of -3.1 mil- lion euros at the end of 2013, compared to 87.9 million euros at the end of 2012. This decrease is primarily due to the payment to Vinci of 138.0 million euros for the ac- quisition of half its stake in CFE (3,066,440 shares). In addition, AvH paid out a dividend in June 2013 of 1.67 euros per share, result- ing in a decrease in equity by 55.3 million euros. Besides cash and short-term deposits, the cash position consisted of 44.8 million euros in short-term investments (including treasury shares) and 38.9 million euros in short-term debt in the form of commercial paper. In addition to the acquisition referred to earli- er of the 60.4% stake in CFE, for which 138.0 million euros was paid in cash, AvH made additional investments in several companies in its portfolio, mainly to strengthen their capital: Hertel (37.5 million euros), Anima Care (10.5 million euros), Atenor (0.9 million euros), and LRE (0.5 million euros). Further- more, the stakes in Corelio, Sipef and Sagar Cements were slightly increased. AvH further streamlined its portfolio, primarily with the sale of its interest in Spano group (72.92% through Sofinim). The total divestments amounted to 135.3 million euros over the whole financial year. 56.9293.92,251.5 Pro forma personnel 22,706 Information by segment (based on consolidated results 2013 and incl. acquisition of control of CFE and DEME, pro forma: all (exclusive) control interests incorporated in full, the other interests proportionally) Pro forma turnover ( mio) 5,669 1,101 3,678 434 301 155 mio Marine Engineering & Infrastructure Private Banking Real Estate, Leisure & Senior Care Energy & Resources Development Capital Gross dividendNet result (incl. remeasurement income of 109.4 mio) Net equity (part of the group - before allocation of profit) (million euros)(million euros)(million euros) 6,640 1,048 1,742 5,831 7,445 1.708.8767.22 (euros per share) (euros per share) (euros per share) 10. Key events 2013 DEME issues a retail bond of 200 million euros (6 years), which closed early. Sofinim announces the sale of its stake in Spano group. Sofinim and NPM Capital contribute to a substantial refinancing of Hertel by way of a cash injection for a total amount of 75 million euros. Delen Private Bank reopens the fully renovated offices on Tervurenlaan in Brussels. The sale of Spano group is concluded with a capital gain (AvH share) of 34 million euros. Ackermans & van Haaren and Vinci reach an agreement on the contribution by AvH of its 50% stake in DEME to C