annual report 2001 11/04/02 9:41 page 2 · 4 message from the chairman our products, which are...

B r i n g i n g C h e m i s t r y t o L i f eB r i n g i n g C h e m i s t r y t o L i f e

Annual Report 2001 11/04/02 9:41 Page 2

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4

MESSAGE FROM THE CHAIRMAN

Our products, which are widely distributed throughout the economy, obvi-ously suffered from the poor economic climate in 2001. Unfortunately, thedownswing which we had already clearly begun feeling at the end of theprevious year did not turn around at any time during 2001. Even in thisespecially weak context, however, we succeeded in increasing our turnoverby 4%, thanks essentially to our new acquisitions, to our developments inthe plastics converting sector and to the growth of our market shares, com-pensating for the important drop of the PVC turnover.

The net result is down by 28%. The PVC activity alone is responsible forthis situation ; indeed, our other business units are recording results whichare better than those of the previous year. The overall result is incontestablylower than normal for our group ; yet the percentage of decline must beseen in a proper perspective, since 2000, the year serving as comparison,was the absolute best in our history.

Our inorganic chemicals division improved its performance, thanks to thegood level of caustic soda prices and sustained activity in the animal feedphosphates, which more than compensated for our sector of phosphate-enriched and special fertilisers, which remained disappointing this year.

Our natural organic products also progressed, despite the restrictions onsourcing of raw materials for food gelatin which have limited our produc-tion. Our collection activity from slaughterhouses benefited from a veryhigh volume of activity.

Fine chemicals also recorded an improvement of its results. It remainedunder pressure from high prices for its raw materials during the first part ofthe year, but the situation improved in the last months, which should havea positive effect over 2002. The intermediates and active ingredients forpharmaceutical products have continued to perform well.

PVC is the group’s only business unit whose results were down in 2001,which is not altogether surprising after the very exceptional results itrecorded in 2000. The unpleasant surprise comes from the level of losses,something which had not been seen in the past decade. We were con-fronted simultaneously with a high price level for ethylene and sale pricesfor PVC which were particularly depressed because of a mediocre businessclimate in the construction and public works sectors. Even if PVC representslittle more than 12% of our turnover, such large variations could not betotally offset by the group’s other business units.

Overall, the plastics converting division realised considerable progress,thanks essentially to the excellent performance of profiles in the UnitedKingdom, which more than compensated for a still-difficult situation in theUSA in this sector, and a French pipe market which remained miserable allyear.

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The new developments of 2001 concentrated firstly on fine chemicals, withtwo important acquisitions downstream of our chlorotoluene derivativesfamily. This will further consolidate our world leader position in the sectorand ensure growth of this division, whose effects should be more pro-nounced in 2002. We also bolstered our presence in plastic pipes in GreatBritain with the purchase of distribution centres. Secondly, the two plantswhich we were building in Poland, in pipes and compounds respectively,were started up under satisfactory conditions. The acquisition of a com-pound manufacturer in France enabled us to strengthen our already strongposition in PVC compounds in both France and Europe. Finally, at the endof the year we also commissioned a ferric chloride unit in Tessenderlodesigned to supply the markets of Northern Europe. These new activitiesshould ensure that turnover will once again grow in 2002.

Despite the decline of the net result, and in conformity with our distribu-tion policy, the Board of Directors will propose to the General Meeting tomaintain the dividend at 0.85 EUR net per ordinary share.

On behalf of the Board, I would like to thank all of the group’s 8,000 pro-duction and administrative staff as well as the management for their hardwork, which has made it possible to present this report.

“ In spite of difficult market conditions, Tessenderlo Group did control his finan-

cial results thanks to his diversified industrial activities ”.

Gérard Marchand, Chairman


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1 2 3 4 5 6 7 8


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MANAGEMENT, CONTROL AND LEADERSHIP

1. Board of Directors(on 31 December 2001)

Chairman Gérard Marchand

Directors Pierre-Louis BoutonnatPierre-François CoutureClaude NiedergangBernard PacheBaron Valère CroesMarc LambrechtsBaron Paul de MeesterThierry PiessevauxKarel Pinxten

Statutory AuditorsCooperative public (K.P.M.G.) Klynveld, Peat, Marwick & Goerdeler

Permanent representative L. Ruysen

2. The general mangement of Tessenderlo Group(on 31 December 2001)

Chairman of the executive committee : Gérard Marchand 5

Director of the inorganic chemicals´ divisionMember of the executive committee : Matteusz Dubinski 1

Director of the ´fine chemicals´ division Member of the executive committee : Pierre Ducuroir 7

Director of the ´natural organic products´ division Member of the executive committee : Jozef Housen 8

Director of the ´PVC´ and ´plastics converting´ divisionsMember of the executive committee : Philippe Pôlet 3

Secretary General : Adrien Carton de Wiart 4

Director IT, organisation development and human resources : Eddy Vandenbriele 2

Director finance : Christian Vrebosch 6


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INTERNATIONAL PRESENCE

� Production Units

CANADA 1 �

USA 15 �

MEXICO 1 � BRAZIL 2 �


9

CHINA 1 �

ITALY 3 �

The NETHERLANDS 5 �

GREAT BRITAIN 7 �

FRANCE 22 �

BELGIUM 7 �

GERMANY 1 �

POLAND 2 �

Sales offices in :Australia ItalyBelgium LebanonChili NetherlandsCzechia PeruDenmark PolandFrance SpainGermany SwitserlandGreat Britain TurkeyHungary USA


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LEGEND

WYMARINTL.

(B)

TESSENDERLOHOLDING UK

(UK)

TESSENDERLOPARTICIP.

(BRAZIL)

DYNAPLAST-EXTRUCO

(CN)25%

FAIRBROOK

(UK)75%

PBG UK

(UK)

LVMHOLD

(NL)

MEDABIL

(BRAZIL)28,57%

PROFEX

(F)

IMMO WATRO

(B)

GENERALMANAGEMENT

INORGANICCHEMICALS

FINE CHEMICALS

NATURALORGANICPRODUCTS

PVC*

PLASTICSCONVERTING

TCROTTERDAM

(NL)

TESSENDERLOUK

(UK)

T. FINECHEMICALS

(UK)

DYKA BV

(NL)

DYKA UK

(UK)

LVMLIMBURG

(NL)

TESSENDERLO

* Compounds included as of 2002


TEFIPAR

(F)

TESSENDERLOPARTICIP.

(I)

TESSENDERLOUSA

(USA)

LVM

(B)

T.C.I.

(B)

CHEMIELIM

(NL)

TAILE

(CHINA)

FARCHEMIA

(I)

PBG GmbH

(D)

TCT POLSKA

(PL)

DYKAPOLSKA

(PL)

CHELSEA B.P.

(USA)

T. KERLEY

(USA)

TESSENDERLOITALIA

(I)

S.A.V.

(F)

PC LOOS

(F)

PLASTIVAL

(F)

SOTRA

(F)

SEPEREF

(F)

ThermoplastiquesCOUSIN-TESSIER

(F)

CALAIRE CH.

(F)

CHEMILYL

(F)

CAILLAUD

(F)

PBG FRANCE

(F)

ALIPHOS

(F)

TESSENDERLO GROUP

Technicompound

(F)

ZEOLINE

(B)50%

TERELUX

(L)

DYKAPLASTICS

(B)

CHEMIE NV


B r i n g i n g C h e m i s t r y t o L i f eB r i n g i n g C h e m i s t r y t o L i f e


Tessenderlo Chemie

on the Stock Exchange 2


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92 93 94 95 96 97 98 99 00 010

500

1000

1500

2000

92 93 94 95 96 97 98 99 00 010.0

0.1

0.2

0.3

0.4

0.5

0.6

0.7

0.8

0.9

Stock market capitalisation (millions EUR)

� Turnover� Stock market capitalisation� Shareholders' equity

Net dividend per share(EUR)

TESSENDERLO CHEMIE ON THE STOCK EXCHANGE

The shares, the capital structure and the share buyback operation

Tessenderlo Chemie shares have been listed on the Brussels Stock Exchangesince 17 August 1937. They are traded on the continuous market and areincluded in the BEL 20 index. Due to insufficient velocity, they no longerform part of the Euronext 150.

On 31 December 2001, the capital of Tessenderlo Chemie NV was repre-sented by 29 347 124 shares without indication of nominal value, of which4 986 684 with strips. The bearer shares are issued in denominations of 1,10, 50 and 100. At the end of December there were 14 913 909 registeredshares entered in the share register, including the securities which are heldby the personnel.

The shares are also represented on the American market, by means ofAmerican Depository Receipts (ADR). Five ADR´s are equivalent to one shareof Tessenderlo Chemie.

On 29 October 2001, EMC Parbel announced that it holds 40.48 % ofTessenderlo Chemie. In addition, 5 fund managers spontaneous declaredat the end of 2001 that they hold 5.39% of the shares in their funds.

Through the share buyback operation, the company holds 8.43% of itscapital, i.e. 2 473 639 shares.

Evolution of the shares and the market in 2001

There was little good news during the past year on the European stockexchanges. Nor did the Brussels Stock Exchange escape from the generalmalaise, ending down for the third year in a row. Nevertheless, with adecrease of 8 %, the BEL 20 index performed better than its Europeancounterparts.

Tessenderlo Chemie shares followed the general trend. Moreover, in 2001the investors displayed only a very moderate interest in the chemical sector.The share closed the year at 26.60 EUR, a decrease of 16%.

In 2001 Tessenderlo Group participated in scores of events both at homeand abroad in order to develop a higher, more positive profile amonginvestors. This policy will be continued in the future.


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Stock exchange data (concolidated accounts) on december 31.

1997 1998 1999 2000 2001

Capital (millions EUR) 125.19 126.43 128.9 130.14 131Number of shares 28 920 610 28 999 194 29 137 316 29 232 548 29 347 124Own shares 493 202 1 178 454 2 473 639 2 473 639

Farthest prices (EUR)Fixed ordinary share 33.42/52,55 43.63/74,62 38.50/52,85 29.75/55,45 20.55/32,20

Closing priceForward market (continuous) 50.82 49.58 51.50 31.65 26.60Average volume 31 578 33 380 27 400 23 845 17 556

Data per share*Value of shareholders' equity 20.22 22.25 23.68 25.49 26.39Consolidated net profit 2.83 2.88 2.49 3.38 2.41Cash flow 6.57 6.56 6.44 7.88 6.25

Net dividendOrdinary share 0.67 0.7 0.72 0.85 0.85Capitalization at the end of year 1 473.0 1 437.7 1 500.6 925.2 780.60

* Without taking into account the own shares at the 31st december

Employee stock purchase plan

As every year, in June 2001 a capital increase was carried out on behalf ofthe personnel. 114 576 registered shares were involved this time. If oneonly considers the securities entered in the register, the employees nowrepresent 1.96% of the total shareholding body.


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Gross dividend/net consolidated earnings (%)

92 93 94 95 96 97 98 99 00 010

10

20

30

40

50

60

Stock Exchange data (index = 100)

Source : Moneyline

1997 1998 1999 2000 2001 200220

60

100

140

220

180

In addition, on 8 November 2001 a fifth bond loan with warrants wasextended for the most important managers of the group. This loan has aterm of 5 years, and is represented by 650 bonds of 1000 BEF each, towhich 20 warrants are attached. The interest amounts to 4 % and ispayable on the maturity date. On the same day, 31 December 2006, eachwarrant entitles the holder to purchase one share at the exercise price of24.07 EUR.

Dividend

The net dividend that will be proposed to the annual general meeting on 4June 2002 is 0.85 EUR. This corresponds to a gross dividend of 1.1333 EUR.For the coupons with attached strips, the net dividend will amount to0.9633 EUR.

The net dividend of 0.85 EUR means there is no change compared to finan-cial year 2000. It represents 48% of the consolidated net profit (in 2000 itwas 34%).

Bel 20 - Price Index

Tessenderlo Group


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Return with dividends reinvested (index = 100)

Source : Moneyline

1992 1993 1994 1995 1996 1997 1998 1999 2000 2001100

220

340

460

700

580

Tess

end

erlo

Gro

up


annual report 2001 11/04/02 9:41 page 2 · 4 message from the chairman our products, which are...

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