Annual Report • Mar 31, 2015
Annual Report
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| May 20, 2015 | Interim statement Q1 2015 |
|---|---|
| May 26, 2015 | Ordinary general meeting |
| August 28, 2015 | Half-year results 2015 |
| November 20, 2015 | Interim statement Q3 2015 |
| February 26, 2016 | Annual results 2015 |
Pursuant to the Royal Decree of November 14, 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 November 14, 2007, the members of the executive committee (i.e. Luc Bertrand, Tom Bamelis, Piet Bevernage, André-Xavier Cooreman, 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]
| Mission statement 2014 at a glance Key events 2014 |
6 8 10 |
||
|---|---|---|---|
| Annual report | 13 | Message of the chairmen | 14 |
| Annual report on the statutory annual accounts | 18 | ||
| Annual report on the consolidated annual accounts | 21 | ||
| Corporate governance statement | 26 | ||
| Remuneration report | 35 | ||
| Corporate social responsibility | 38 | ||
| Daily management and supervision | 42 | ||
| 30 years stock market listing | 44 | ||
| Activity report | 48 | Group structure | 49 |
| Marine | 50 | DEME | 54 |
| Engineering & | CFE | 58 | |
| Infrastructure | Algemene Aannemingen Van Laere | 60 | |
| Rent-A-Port | 62 | ||
| NMP | 63 | ||
| Private Banking | 64 | Delen Investments | 68 |
| Bank J.Van Breda & C° | 72 | ||
| ASCO-BDM | 75 | ||
| Real Estate, | 76 | Extensa | 80 |
| Leisure & Senior Care | Leasinvest Real Estate | 83 | |
| Groupe Financière Duval | 86 | ||
| Anima Care | 88 | ||
| Energy & Resources | 90 | Sipef | 94 |
| Sagar Cements | 96 | ||
| Oriental Quarries & Mines | 97 | ||
| Max Green | 98 | ||
| Telemond Group | 99 | ||
| Development Capital | 100 | ||
| Financial statements | 117 | ||
| General information regarding the company and the capital 188 | |||
| Key figures | Appendix | ||
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.
Ackermans & van Haaren ended the 2014 financial year with a consolidated net profit of 215.1 million euros, or a 30.6 million euros increase (+16.6%) on the previous year (184.5 million euros, excluding remeasurement). This profit increase illustrates the strength of the results of the subsidiaries.
In the banking segment, both Bank J.Van Breda & Co (+12.5%) and Delen Investments (+6.3%) continued the trend of increasing results in 2014 and jointly contributed 91.6 million euros to the group result. Delen Investments was able to increase its assets under management to 32.9 billion euros as a result of a persistently strong inflow of new assets in Belgium and a positive development of the market value of the client assets. The client assets of Bank J.Van Breda & Co topped 10 billion euros in 2014. Loans increased to 3.6 billion euros and deposits to 3.8 billion euros. As a result, the bank is not dependent on the financial markets for its funding.
The contribution of the real estate and services segment turned out slightly lower than in 2013. With the acquisition of three retail properties in Switzerland at the end of 2014, Leasinvest Real Estate laid the foundations for the development of a third home market (after Luxembourg and Belgium). LRE ended 2014 with a result of 32.6 million euros, a substantial increase (+21%) on 2013. Extensa made substantial progress on its two major development projects Tour&Taxis (a.o. with the capital gain on the sale of the office building for the Brussels Department of Environment) and Cloche d'Or (start of the commercialization of the residential development). The acquisition of 100% of the Tour&Taxis site and the takeover of the retirement home operations of Groupe Financière Duval by AvH will only show their effect in 2015. For Anima Care, 2014 was marked by the opening of the new-built residential care centres in Zemst and Haut-Ittre.
As a result of the considerable expansion investments in recent years, Sipef was able to increase its palm oil production volume to 268,488 tonnes (+5.7%). Owing to decreasing market prices for palm oil, rubber and tea, this output increase was not reflected in a proportional increase in profit, which came to 56.3 million USD. The capital gain (6 million euros, AvH share) which Sagar Cements realized on the sale of its joint venture with Vicat accounts for the increased contribution of this segment.
In the Development Capital segment, Sofinim successfully sold its 30% stake in NMC with an IRR of 14.8% and a capital gain of 4.9 million euros (AvH share). In 2014, the results of Groupe Flo and Euro Media Group in France were adversely affected, leading AvH to record 20.3 million euros impairments on these participations, and putting the overall contribution of this segment at -22.1 million euros. The new management team at Hertel achieved a remarkable improvement in the results and a positive contribution to the group results from the second half of 2014.
In September 2014, Ackermans & van Haaren sold its entire participation of 2.59% in Belfimas, the (indirect) reference shareholder of Ackermans & van Haaren. This transaction earned AvH a consolidated capital gain of 17.4 million euros.
DEME recorded a strong result for 2014. A net profit of 169.0 million euros was realized on an (economic) turnover of 2,587 million euros, making a contribution of 103.0 million euros to AvH's group result. The major projects in Australia, Russia, Egypt and Qatar were successfully executed, while the many other projects on the different continents also contributed to the good result. In the first few weeks of 2015, DEME added new orders worth a total of 1.6 billion euros to its order book of 2.4 billion euros at year-end 2014. By controlling capital expenditure (net 145.6 million euros) and a favourable development of the working capital, DEME was able to substantially reduce its net financial debt to 213 million euros at year-end 2014. CFE realized a 10.5% turnover increase to 1,073.3 million euros in its construction activities (incl. multitechnics, rail & road). Although there was an improvement in the net result, it still remained -14.5 million euros in the red owing to problems in Nigeria, Hungary and a few sites in Belgium. Although the real estate development and concession activities made a positive contribution, this was still insufficient to offset the losses in the contracting division. After reduction of the amount for contingent liabilities provided for at the acquisition of control in 2013, CFE's contribution (excl. DEME and Rent-A-Port) to AvH's group result came to -3.4 million euros.
| (€ mio) | 2014 | 2013 |
|---|---|---|
| Marine Engineering & Infrastructure | 106.2 | 59.7 |
| Private Banking | 91.4 | 84.5 |
| Real Estate, Leisure & Senior Care | 14.7 | 15.8 |
| Energy & Resources | 19.5 | 8.7 |
| Development Capital | -6.7 | -6.6 |
| Result of the participations | 225.1 | 162.1 |
| Capital gains / impairments development capital | -15.4 | 29.5 |
| Result of the participations (incl. capital gains / impairments) | 209.7 | 191.6 |
| AvH & subholdings | -7.1 | -7.2 |
| Other non-recurrent results (2013: mainly remeasurement on contribution of 50% DEME to CFE) |
12.5 | 109.5 |
| Consolidated net result | 215.1 | 293.9 |
5,862 (million euros)
• Leasinvest Real Estate sells the office building at Louizalaan 66 in Brussels.
• The Flemish Government awards the contract for the construction and long-term lease of a new building (48,096 m²) to accommodate the Flemish civil service to Project T&T.
• AvH realizes a capital gain of 4.9 million euros and an IRR of 14.8% over 12 years on the sale by Sofinim of its stake in NMC.
Extensa - Tour&Taxis
Holding Groupe Duval for a 53.5% stake in Patrimoine & Santé.
• Sofinim reaches an agreement on the sale of its interest in Hertel. The transaction will have a positive impact of around 85 million euros on AvH's cash position after the closing in 2Q15.
Ladies and gentlemen,
After a slight increase of 0.3% in 2013, Belgian GDP in 2014 accelerated with a growth of 1.0% (euro zone: 0.9%). The general economic outlook is gradually improving, with growth projected at 1.5% in 2015.
Thanks to the country's high level of prosperity, the standard of living in Belgium was safeguarded during the severest and longest economic crisis since the Second World War.
Low commodity prices and persistently low interest rates, fuelled by the continuing quantitative easing programmes in the US and in the EU together with the low euro have led the World Bank to make moderate projections for global economic growth of 3% (2015) and 3.5% (2016).
Although growth in some oil-exporting countries will slow because of the sharp decrease in the oil price, we expect the AvH group to continue growing in this complex environment. This expectation is clearly corroborated by the substantial order books of our subsidiaries, which should enable us to continue growing at the same pace as in the past.
Despite the financial crisis, Ackermans & van Haaren ended the 2014 financial year with a consolidated net profit of 215.1 million euros, which is a 30.6 million euros increase on the previous year (184.5 million euros, excluding remeasurement). This increase illustrates the strength of the results of the subsidiaries. It has also led to an increase in the consolidated equity to 2,402.2 million euros (2013: 2,251.5 million euros). Following the sale of our participation in NMC (38 million euros) and our 2.59% stake in Belfimas (21 million euros), AvH had a net cash position of 21.3 million euros at year-end 2014 compared with a debt position of 3.1 million euros at year-end 2013.
What primarily marked out 2014 was the ongoing restructuring of our interests in the Marine Engineering & Infrastructure segment. The timing of the acquisition of 60.4% in CFE and the increased stake in DEME have not disappointed us.
The worldwide demographic growth, the developments in world trade, climate change, renewable energy, and the inspiring entrepreneurship of the management continue to support DEME's growth and have led to a record high order book (approximately 3.5 billion euros) in the first months of 2015. An economic turnover of 2,587 million euros (2013: 2,532 million euros) led to a net result of 169 million euros (2013: 109 million euros) and EBITDA of 502 million euros (2013: 438 million euros). This also resulted in a substantial reduction in DEME's net debt (from 711 million euros to 213 million euros).
The traditional dredging activities represented 66% of the turnover in 2014, the main projects being Wheatstone (Australia) and New Port Doha (Qatar). The first phase of the Yamal
project (Russia) was successfully completed under extremely harsh environmental conditions. Based on the current order book, DEME expects a partial shift of its activities to the Suez Canal and to Singapore over a 6-year period. Our activities in Europe (around 41% of the turnover in 2014) remain stable. The acquisition of HOCHTIEF's offshore activities gives us full ownership of the 'Innovation' and will mark another milestone in the development of our offshore activities.
In 2014 we gained a clearer picture of CFE's activities. The interaction between Ackermans & van Haaren and CFE was further reinforced with the appointment of a co-CEO within CFE's organization. The restructuring of the company and the improvement of its organizational effectiveness are important targets for the current financial year. CFE's contribution to the group result of Ackermans & van Haaren amounted to -3.4 million euros on a turnover of 1,091 million euros. The many activities within CFE show mixed results, and we firmly believe that a clear strategy and focus will show CFE's great commercial strength and technical skills to best advantage. The sale of CFE's loss-making road-building activities will produce a capital gain of around 10 million euros in 2015.
In the Private Banking segment, both Delen Investments (+6.3%) and Bank J.Van Breda & C° (+12.5%) made a record contribution to the group result of 91.4 million euros (2013: 84.5 million euros).
The strong net inflows resulted in a record level of assets under management at Delen Investments of 32,866 million euros (11.3% more than in 2013). The vigorous growth at Delen Private Bank (22,808 million euros) is essentially organic, combined with a positive impact of the financial markets. At JM Finn & Co (10,058 million euros), the value of pound sterling in particular had a positive effect. The net profit of Delen Investments increased in 2014 to 80.8 million euros (2013: 76.0 million euros), which includes JM Finn & Co's contribution of 6.4 million euros (2013: 4.6 million euros). The growth of the assets under management bodes well for the result of the current financial year.
2014 was also a good year for Bank J.Van Breda & C°: assets under management, deposits and lending showed a stable development, resulting in a net profit of 35.5 million euros, or a 12.5% increase compared with 2013.
In 2014, both banks continued to strengthen the very high quality of their balance sheets in terms of solvency and liquidity. It should, however, be noted that the higher costs at Bank J.Van Breda & C° are almost entirely attributable to a bank tax that was imposed following a financial crisis for which it was in no way responsible.
The Real Estate, Leisure & Senior Care segment reported a slightly lower profit contribution of 14.7 million euros (2013: 15.8 million euros).
Leasinvest Real Estate continued to invest in retail real estate with a new strategic step in Switzerland. LRE ended 2014 with a result of 32.6 million euros (+21%). Two office buildings in Brussels will be renovated in 2015. This may lead to a slight decrease in the result in the current financial year.
The activities of Extensa are now up to speed and will lead to a substantial positive impact of approximately 40 million euros following the acquisition of the remaining stake in Tour&Taxis in 2015. Both Tour&Taxis and Cloche d'Or, our site in Luxembourg, have attained a new degree of maturity, and we expect the results to go on improving during the current year.
The contribution of Groupe Financière Duval to AvH's group result decreased from 2 million euros to 0.5 million euros in the context of a weak French economy. The acquisition by Ackermans & van Haaren of the Health division (Residalya) of Groupe Financière Duval strengthens the group's focus on the healthcare sector. With Residalya and Anima Care, the group will have nearly 3,500 beds in operation.
The Energy & Resources segment contributed 19.5 million euros in 2014 compared with 8.7 million euros in 2013. This is primarily the result of a substantial one-off capital gain on the sale by Sagar Cements of its 47% stake in Vicat Sagar Cement for 53 million euros, which is five times the original investment. Our dynamic Indian partners have recently announced the acquisition of BMM Cements with a capacity of 1 million tonnes.
As a result of its considerable expansion investments, Sipef reported higher palm oil production volumes in 2014 (+5.7%). Despite lower world market prices for palm oil, Sipef's net result increased to 56.3 million dollars (2013: 55.6 million dollars). Despite its efficient management and the further expansion of the plantations, we expect a decrease in Sipef's result during the current year in view of the present market price for palm oil.
In the Development Capital segment, our interest in NMC was sold in full agreement with our partner, the Noël family. Over a 12-year period, an IRR of 14.8% and a final capital gain of 4.9 million euros (AvH share) were recorded (on an exit value of 38 million euros). The French group companies were adversely affected in a difficult French economic climate, necessitating impairments of 20.3 million euros (at AvH level) for Groupe Flo and Euro Media Group. In contrast, most of the other companies in this segment stood their ground fairly well, with Hertel returning to profit in the second half of the year. The adjusted net asset value of this segment remained stable at 508.7 million euros (2013: 511.4 million euros).
Following the successful acquisition of the CFE group in 2013, Ackermans & van Haaren further strengthened its consolidated equity to 2,402 million euros (2,251 million euros in 2013). On the basis of the net profit of 215 million euros and the favourable outlook for 2015, the board of directors proposed to the general meeting to more substantially increase the dividend by 12 eurocents (2013: 3 eurocents) to 1.82 euros per share (2013: 1.70 euros). This decision is given clear justification by the continuously restoring of the group's cash position and by the many signs of economic recovery.
Ackermans & van Haaren has been listed on the stock market for 30 years now, and in that time it has created an average annual return for its shareholders of 14.5%, taking into account the increase in the share price and the dividends that have been paid out.
We wish to thank all the staff members of the group for their continued focus and willingness to act to preserve the equilibrium within the group.
March 25, 2015
Luc Bertrand Jacques Delen Chairman of the executive committee Chairman of the board of directors
Dear shareholder,
It is our privilege to report to you on the activities of our company during the past financial year and to submit to you for approval both the statutory and consolidated annual accounts closed on December 31, 2014. In accordance with Article 119 of the Companies Code, the annual reports on the statutory and consolidated annual accounts have been combined.
No changes were made to the company's share capital during the last financial year. The share capital amounts to 2,295,278 euros and is represented by 33,496,904 no-nominal-value shares. All shares have been paid up in full.
In 2014, 49,500 new options were granted in the framework of the stock option plan. As at December 31, 2014, the options granted and not yet exercised entitled their holders to acquire an aggregate of 345,500 Ackermans & van Haaren shares (1.03%).
The company received a transparency notice on October 31, 2008 under the transitional regulations of the Act of May 2, 2007, whereby Scaldis Invest NV - together with "Stichting Administratiekantoor Het Torentje" - communicated its holding percentage. The relevant details of this transparency notice can be found on the company's website (www.avh.be).
For an overview of the group's main activities during the 2014 financial year, we refer to the Message of the chairmen (p. 14).
The statutory annual accounts have been prepared in accordance with Belgian accounting principles.
The balance sheet total at year-end 2014 amounted to 2,396 million euros, which is an increase compared with the previous year (2013: 2,381 million euros). Besides the 11.3 million euros in tangible fixed assets on the balance sheet (primarily the office building located at Begijnenvest and Schermersstraat in Antwerp), the assets consist of 44.7 million euros in investments and 2,308 million euros in financial fixed assets.
On the liabilities side of the balance sheet, the dividend payment of 61 million euros and the profit for the financial year of 60 million euros resulted in a shareholders' equity of 1,425 million euros (2013: 1,426 million euros). This amount does not include unrealized capital gains present in the portfolio of Ackermans & van Haaren and group companies. A portion of 28 million euros of the 88 million euros long-term debt, which AvH incurred at the end of 2013 in connection with the CFE transaction, was repaid in 2014. In 2014, too, the short-term financial debts consisted for the most part of financial liabilities incurred by AvH Coordination Center, a company that is an integral part of the group and which fulfils the role of internal bank for the group. The other liabilities already include the profit distribution for the 2014 financial year that is being proposed to the ordinary general meeting.
In the course of 2014, Ackermans & van Haaren purchased 750,218 treasury shares and sold 729,199. These transactions relate to the implementation of the stock option plan and the liquidity agreement with Kepler Cheuvreux that came into effect on July 1, 2013.
The board of directors proposes that the result (in euros) be appropriated as follows:
| Profit from the previous financial year carried forward |
1,245,828,506 |
|---|---|
| Profit for the financial year |
60,278,341 |
| Total for appropriation | 1,306,106,847 |
| Allocation to the legal reserve |
0 |
| Allocation to the non-distributable reserves |
5,460,145 |
| Allocation to the distributable reserves |
0 |
| Dividends | 60,964,365 |
| Directors' fees | 493,900 |
| Profit to be carried forward |
1,239,188,436 |
The board of directors proposes that a gross dividend of 1.82 euros per share be distributed. After deduction of withholding tax, the net dividend will amount to 1.365 euros per share.
If the annual general meeting approves this proposal, the dividend will be payable from June 3, 2015.
Following this distribution, shareholders' equity will stand at 1,424,609,561 euros and will be composed as follows:
| Total | 1,424,609,561 |
|---|---|
| Profit carried forward | 1,239,188,436 |
| - Distributable reserves | 49,631,226 |
| - Tax-exempt reserves | 0 |
| - Non-distributable reserves | 21,634,499 |
| - Legal reserve | 248,081 |
| Reserves | |
| - Issue premium | 111,612,041 |
| - Subscribed capital | 2,295,278 |
| Capital |
We must remind the holders of bearer shares that bearer shares that had not been converted into registered shares or dematerialized shares by December 31, 2013 were automatically converted into dematerialized shares on January 1, 2014. Those shares have been entered in a securities account in the name of Ackermans & van Haaren. The rights attached to those shares (voting right, dividend right, etc) have been suspended. As of January 1, 2015, Ackermans & van Haaren is entitled to publicly sell shares of which the owner has not made himself known, after a notice to that effect has been published. The proceeds of the sale will be deposited with the 'Deposito- en Consignatiekas'.
As in previous years, the results for the current financial year will to a large extent depend on the dividends paid by the companies within the group and on the realization of any capital gains or losses.
Since the closing of the 2014 financial year, there have been no major events which could have a significant impact on the development of the company, except those referred to under II.3 below.
The company undertook no activities in the area of research and development.
Companies within the group may use financial instruments for risk management purposes. Specifically, these are instruments principally intended to manage the risks associated with fluctuating interest and exchange rates. The counterparties in the related transactions are exclusively first-ranked banks. As at the end of 2014, neither Ackermans & van Haaren nor any other fully consolidated group company within the 'AvH & subholdings' segment had any such instruments outstanding.
Extract from the minutes of the meeting of the board of directors of Ackermans & van Haaren held on November 14, 2014:
"Mandate for granting stock options
Before the board of directors starts deliberations on the granting of stock options, Luc Bertrand declares that he, as a beneficiary of the stock option plan, has a direct proprietary interest that conflicts with the proposed resolution within the meaning of Article 523 of the Companies Code.
Pursuant to Article 523 of the Companies Code, Luc Bertrand will inform the company auditor of the conflict of interest after this meeting. Luc Bertrand leaves the meeting and does not take part in the deliberations or decision-making concerning this item.
Based on the recommendations of the remuneration committee, the board of directors decides to grant, under the current stock option plan, Jacques Delen and Luc Bertrand, each acting separately, special authorization to offer a maximum of 50,000 options on Ackermans & van Haaren shares to the members of the executive committee and certain members of staff of Ackermans & van Haaren and Sofinim.
The offering of the options is to take place on January 5, 2015 and, as in previous years, the exercise price will be determined based on the average price of the share during the 30 days preceding the offer.
As it is the policy of the company to hedge the stock options through the purchase of treasury shares, the proprietary consequences for the company are in principle limited to (i) the interest borne or lost during the period running from the purchase of the shares to their resale to the option holders, (ii) any difference between the purchase price of treasury shares and the exercise price of the options granted, and (iii) the accounting cost which in pursuance of IFRS 2 must be shown in the income statement and which has an impact on the result per share.
Luc Bertrand rejoins the meeting."
Pursuant to Article 134, §§2 and 4 of the Companies Code, we inform you that an additional fee of 8,090 euros (excluding VAT) was paid to Ernst & Young Tax Consultants for tax advice and 38,820 euros (excluding VAT) to Ernst & Young Bedrijfsrevisoren for diverse activities.
On November 25, 2011, the extraordinary general meeting authorized the board of directors of Ackermans & van Haaren to acquire treasury shares within a well-defined price range during a period of five years. This authorization was renewed at the extraordinary general meeting of November 26, 2014.
In the course of the 2014 financial year, Ackermans & van Haaren acquired 750,218 treasury shares to hedge its obligations under the stock option plan (56,000 shares) and its liquidity agreement with Kepler Cheuvreux. More details can be found in the financial statements (p. 175).
Taking into account the sale of 729,199 shares, the situation as at December 31, 2014 was as follows:
| 331,244 (0.99%) |
|---|
| 0.07 euros |
| 65.21 euros |
| 21,599,746 euros |
In addition, Brinvest, a direct subsidiary of Ackermans & van Haaren, holds another 51,300 shares of Ackermans & van Haaren.
In a letter dated February 18, 2008, Scaldis Invest sent a notice to the company in accordance with Article 74, §7 of the Act of April 1, 2007 on takeover bids. From this notice, it appears that Scaldis Invest owns over 30% of the securities with voting rights in Ackermans & van Haaren and that "Stichting Administratiekantoor Het Torentje" exercises ultimate control over Scaldis Invest.
(i) Powers of the management body
On November 26, 2014, the extraordinary general meeting renewed the authorization of the board of directors to proceed, in case of a takeover bid for the securities of Ackermans & van Haaren, with a capital increase in accordance with the provisions and within the limits of Article 607 of the Companies Code.
The board of directors is allowed to use these powers if the notice of a takeover bid is given by the Financial Services and Markets Authority (FSMA) to the company not later than three years after the date of the abovementioned extraordinary general meeting (i.e. November 26, 2017). The board of directors is also authorized for a period of three years expiring on December 14, 2017 to acquire or transfer treasury shares in the event that such action is required in order to safeguard the company from serious and imminent harm.
The "Facilities Agreement" which the company concluded on October 18, 2013 with BNP Paribas Fortis SA/NV to finance the acquisition of CFE gives the bank the right to demand early repayment of the principal of the loan and all interest due if there is a change in control over Ackermans & van Haaren.
This section describes, in general terms, the risks facing Ackermans & van Haaren as an international investment company, and the operational and financial risks associated with the various segments in which it is active (either directly or indirectly through its subsidiaries).
The executive committee of Ackermans & van Haaren is responsible for the preparation of a framework for internal control and risk management which is submitted for approval to the board of directors. The board of directors is responsible for the evaluation of the implementation of this framework, taking into account the recommendations of the audit committee. At least once a year the audit committee evaluates the internal control systems which the executive committee has set up in order to ascertain that the main risks have been properly identified, reported and managed. The subsidiaries of Ackermans & van Haaren are responsible for the management of their own operational and financial risks. Those risks, which vary according to the sector, are not centrally managed by Ackermans & van Haaren. The management teams of the subsidiaries in question report to their board of directors or audit committee on their risk management.
The objective of Ackermans & van Haaren is to create shareholder value by long-term investment in a limited number of strategic participations. The availability of opportunities for investment and disinvestment, however, is subject to macroeconomic, political, social and market conditions. The achievement of the objective can be adversely affected by difficulties encountered in identifying or financing transactions or in the acquisition, integration or sale of participations.
The definition and implementation of the strategy of the group companies is also dependent on this macroeconomic, political, social and market context. By focusing as a proactive shareholder on long-term value creation and on the maintenance of operational and financial discipline, Ackermans & van Haaren endeavours to limit those risks as much as possible.
In several group companies, Ackermans & van Haaren works together with partners. At Delen Investments, control is shared with the Jacques Delen family. Strategic decisions require the prior consent of both partners. In certain group companies, AvH has a minority stake. The diminished control which may result from that situation could lead to relatively greater risks; however, this is counterbalanced by a close cooperation with and an active representation on the board of directors of the group companies concerned.
As a result of its listing on Euronext Brussels, Ackermans & van Haaren is subject to regulations regarding information requirements, transparency reporting, takeover bids, corporate governance and insider trading. Ackermans & van Haaren pays the necessary attention to keeping up and complying with the constantly changing laws and regulations in this area.
The volatility of the financial markets has an impact on the value of the share of Ackermans & van Haaren (and of some of its listed group companies). As mentioned earlier, Ackermans & van Haaren seeks to systematically create long-term shareholder value. Short-term share price fluctuations and the speculation associated with this can produce a momentarily different risk profile for the shareholder.
Ackermans & van Haaren has sufficient resources at its disposal to implement its strategy and seeks to achieve a position without net financial debts. The subsidiaries are responsible for their own debt financing, it being understood that, in principle, Ackermans & van Haaren does not provide credit lines or guarantees to or for the benefit of its participations. In December 2013, AvH drew down 88 million euros worth of medium-term credit (three years) for the purposes of the acquisition of control over CFE. Of this amount, 28 million euros was repaid during 2014. The other external financial debts of 'AvH & subholdings' virtually correspond to the treasury bonds issued by Ackermans & van Haaren (commercial paper programme). AvH has confirmed credit lines from various banks with which it has a long-term relationship, such credit lines amply exceeding the outstanding commercial paper obligations. The board of directors believes that the liquidity risk is fairly limited.
The operational risks of this segment are essentially associated with the execution of often complex land-based and marine contracting projects and are, among other things, related to the technical design of the projects and the integration of new technologies; the setting of prices for tenders and, in case of deviation, the possibility or impossibility of hedging against extra costs and price increases; performance obligations (in terms of cost, conformity, quality, turnaround time) with the direct and indirect consequences associated with these, and the time frame between quotation and actual execution. In order to cope with those risks, the various group companies work with qualified and experienced staff. By taking part in risk committees at DEME, CFE and Van Laere, AvH monitors the operational risks of the main projects from the tendering stage.
The construction and dredging sector is typically subject to economic fluctuations. The market of large traditional infrastructural dredging works is subject to strong cyclical fluctuations on both the domestic and international markets. This has an impact on the investment policy of private sector customers (e.g. oil companies or mining groups) and of local and national authorities. DEME, CFE and Rent-A-Port, which are active in countries such as Oman, Qatar, Vietnam, Chad and Nigeria, are exposed to political risks. Personal relations and a strong local network are the main risk management factors in that respect.
DEME is to a significant degree active outside the euro zone, and accordingly runs an exchange rate risk. DEME hedges against exchange rate fluctuations or enters into foreign currency futures. Certain commodities or raw materials, such as fuel, are hedged as well. Most of CFE's activities are inside the euro zone, and where relevant exposure to foreign exchange fluctuations is limited as much as possible. Although Rent-A-Port is mainly active in countries outside the euro zone, it is mostly exposed to the USD since most business contracts are concluded in USD.
Given the size of the contracts in this segment, the credit risk is also closely monitored. Both DEME and CFE have set up procedures to limit the risk to their trade receivables. Furthermore, a large part of the consolidated turnover is realized through public sector or public sector-related customers. The level of counterparty risk is limited by the large number of customers. To contain the risk, the group companies concerned constantly monitor their outstanding trade receivables and if necessary reset their position. For the purposes of major foreign contracts, for instance, DEME regularly uses the services of the Credendo Group insofar as the country concerned qualifies for this service and the risk can be covered by credit insurance. For large-scale infrastructural dredging contracts, DEME is dependent on the ability of customers to obtain financing and can, if necessary, organize its own project financing. Although the credit risk cannot be ruled out altogether, it is still limited. Moreover, as a worldwide player, DEME is exposed to political risks and negative developments that may manifest themselves at the macroeconomic level. It should also be pointed out that CFE's order book for Africa has diminished due to a greater selectivity in the acceptance of projects and the sale of the Toukra II project to the local partner. CFE wants to limit its exposure on Chad as long as there has been no significant reduction in the outstanding receivables against the government of this country. The recovery of those receivables will be a major challenge for 2015. Rent-A-Port has a small number of customers and counterparties owing to the very nature of the group's activities. Consequently, it runs a higher credit risk. By ensuring sufficient contractual guarantees and by building and maintaining strong relations with its customers, the group is able to limit this risk. Van Laere bills and is paid as the works progress. As far as NMP is concerned, the risk of discontinuity of income is estimated to be fairly limited, since it has long-term transport contracts with large national and international petrochemical firms.
The liquidity risk is limited by spreading the financing over several banks and by diversifying the expiration dates over the long term. DEME permanently monitors its balance sheet structure and pursues a balance between a consolidated shareholders' equity position and consolidated net debts. DEME has major credit and guarantee lines with various international banks. In a number of cases, certain ratios (covenants) were agreed in the loan agreements with the relevant banks, which DEME must observe. In addition, it has a commercial paper programme to cover financial needs short-term. DEME predominantly invests in equipment with a long life which is written off over several years. For that reason, DEME seeks to schedule a substantial part of its debts over a long term. In order to diversify the funding over several sources, DEME issued a retail bond of 200 million euros in January 2013. This was placed with a diversified group of (mainly private) investors. According to the terms of issue, DEME will not make any interim redemptions of the principal, but will instead repay the entire loan on the maturity date in 2019.
Since Delen Investments and Bank J.Van Breda & Co are both specialist niche players with a culture of prudence, the operational risk has a limited impact. Operational departments and control functions work together closely in a 'three lines of defence' model to monitor the quality of operations. They are backed up by an efficient IT system that automates the main processes and provides built-in controls. To ensure the continuity of operations in the event of contingencies, both organizations have detailed continuity and restoration plans.
The credit risk and risk profile of the investment portfolio have for many years now been deliberately kept very low by Delen Investments and Bank J.Van Breda & C°. The banks invest in a conservative manner. The volume of lending at Delen Private Bank is very limited, as this is merely a supporting product in the context of asset management. The loans that are extended are usually temporary bridge loans that are amply guaranteed by pledges on securities. The credit risk at JM Finn & Co is very limited. The credit portfolio of Bank J.Van Breda & C° is very widely spread among a client base of local entrepreneurs and professionals at Bank J.Van Breda & C° and of business executives at ABK. The bank applies concentration limits per sector and maximum credit amounts per client.
Bank J.Van Breda & C° adopts a cautious policy with regard to the interest rate risk, well within the standards set by the NBB. Where the terms of assets and liabilities do not match sufficiently, the bank deploys hedging instruments (a combination of interest rate swaps and options) to correct the balance. The interest rate risk at Delen Investments is limited, due to the fact that it primarily focuses on asset management.
Delen Investments aims to limit the exchange rate risk. The foreign currency positions are systematically monitored and hedged on the spot market. At present, the net exposure in pound sterling is limited since the impact of exchange rate fluctuations on the equity of JM Finn & Co is neutralized by an opposite impact on the liquidity obligation on the remaining 26% in JM Finn & Co.
The liquidity and solvency risk is continuously monitored by a proactive risk management. The banks want to be sure at all times that they satisfy the regulatory requirements and maintain a capitalization level that amply covers the level of activity and risk that is taken. Furthermore, the two groups have more than sufficient liquid assets to meet their commitments, even in unforeseen market conditions, as well as sound Core Tier1 equity ratios.
Both banks are adequately protected against income volatility risk. The operating costs of Delen Investments are amply covered by the regular income, while in the case of Bank J.Van Breda & Co the income from relationship banking is highly diversified in terms of clients as well as of products, and are supplemented by the specialist vendor activity for car dealers (Van Breda Car Finance).
The market risk may arise from the very limited short-term investments, in Delen Investments's own name, in non-interest-bearing securities, or may manifest itself on outstanding positions on suspense accounts over which securities for client portfolios are traded. The intention is that the positions on those suspense accounts be liquidated so that the bank is not exposed to a market risk.
A first crucial element related to the operational risks in the real estate sector is the quality of the offering of buildings and services. In addition, long-term lease contracts with solvent tenants are expected to guarantee the highest possible occupancy rate of both buildings and services and a recurrent flow of income, and should limit the risk of non-payment. Finally, the renovation and maintenance risk is also continuously monitored.
The real estate development activity is subject to strong cyclical fluctuations (cyclical risk). Development activities for office buildings tend to follow the conventional economic cycle, whereas residential activities respond more directly to the economic situation, consumer confidence and interest rate levels. Extensa Group is active in Belgium and Luxembourg (where the main focus of its activity lies) as well as in Turkey, Romania and Slovakia, and is therefore subject to the local market situation. However, the spread of its real estate operations over various segments (e.g. residential, logistics, offices, retail) limits this risk.
The exchange rate risk is very limited because most operations are situated in Belgium and Luxembourg, with the exception of Extensa's operations in Turkey (risk linked to the USD and the Turkish lira) and in Romania (risk linked to the RON). Leasinvest Real Estate's activities and investments in Switzerland expose it to an exchange rate risk, more particularly the volatility of the Swiss franc against the euro. In order to minimize this risk, the variability is hedged with a hedging instrument.
Extensa Group and Leasinvest Real Estate possess the necessary long-term credit facilities and backup lines for their commercial paper programme to cover present and future investment needs. Those credit facilities and backup lines serve to hedge the financing risk.
The liquidity risk is limited by having the financing spread over several banks and by diversifying the expiration dates of the credit facilities over the long term. At the beginning of 2015, Extensa Group took out a loan of 75 million euros with a view to acquiring the remaining 50% stake in the T&T group. The tapping of various sources of funding was put into practice in 2013 with the successful launch by Leasinvest Real Estate of a public bond offering for 75 million euros with six-year maturity and a private bond offering for 20 million euros with seven-year maturity.
The hedging policy for the real estate operations is aimed at confining the interest rate risk as much as possible. To this end, various financial instruments such as spot & forward interest rate collars, interest rate swaps and CAPs are employed.
The focus of this segment is on businesses in growth markets, such as India, Indonesia and Poland. Since the companies concerned are to a great extent active outside the euro zone (Sagar Cements and Oriental Quarries & Mines in India, Sipef in Indonesia and Papua New Guinea among others), the currency exchange rate risk (on the balance sheet and in the income statement) is more relevant here than in the other segments. The geopolitical developments in those areas also call for special attention.
The output volumes and therefore the turnover and margins realized by Sipef are to some extent influenced by climatic conditions such as rainfall, sunshine, temperature and humidity.
Whether or not the group succeeds in achieving its contemplated expansion plans will depend on securing new concession agreements for agronomically suitable land that satisfies the group's sustainability policy on economically responsible terms.
The group is also exposed in this segment to fluctuations in raw material prices (e.g. Sipef: mainly palm oil and palm kernel oil; Sagar Cements: coal, electricity).
Finally, the group is active in the production of renewable energy. A clear and stable regulatory framework that guarantees necessary and dependable support for projects is crucial for the development of such projects. In reality, however, the regulatory framework undergoes regular changes, which can have a major impact on the results of such projects. AvH had already reduced the book value of its investment in Max Green to zero in 2013.
Ackermans & van Haaren makes venture capital available to a limited number of companies with international growth potential. The investment horizon is on average longer than that of the traditional players on the private equity market. The investments are usually made with conservative debt ratios, with in principle no advances or securities being granted to or for the benefit of the group companies concerned. In addition, the diversified nature of these investments contributes to a spread of the economic and financial risks. Usually, Ackermans & van Haaren will finance those investments with shareholders' equity.
The economic situation has a direct impact on the results of the group companies, particularly in the case of the more cyclical or consumer-driven companies. The fact that the activities of the group companies are spread over various segments affords a partial protection against the risk.
Each group company is subject to specific operational risks such as price fluctuations of services and raw materials, the ability to adjust sales prices and competitive risks. The companies themselves monitor those risks and can try to limit them by operational and financial discipline and by strategic focus. Monitoring and control by Ackermans & van Haaren as a proactive shareholder also play an important role in that respect.
Several of the group's companies (e.g. Hertel, Manuchar, Egemin, Turbo's Hoet Groep) are to a significant extent active outside the euro zone. The exchange rate risk in each of these cases is monitored and controlled by the group company itself.
The consolidated annual accounts were prepared in accordance with International Financial Reporting Standards (IFRS).
The group's consolidated balance sheet total as at December 31, 2014 amounted to 11,489 million euros, which is an increase of 4% compared with 2013 (11,027 million euros). This balance sheet total is obviously impacted by the manner in which certain group companies are included in the consolidation. This increase is explained by the growing activities of the group companies in the Marine Engineering & Infrastructure, Private Banking, and Real Estate, Leisure & Senior Care segments.
Shareholders' equity (group share) at the end of 2014 was 2,402 million euros, which represents an increase of 150 million euros compared with 2013 (2,252 million euros). In June 2014, AvH paid out a gross dividend of 1.70 euros per share, resulting in a decrease in equity by 56.4 million euros.
After the major investments in 2013 (such as the acquisition of control over CFE/DEME), AvH's overall investment level in 2014 was fairly limited.
AvH further streamlined its portfolio, primarily with the sale of its interest in NMC (Sofinim 30%) and the sale of the cross shareholding in Belfimas (2.59% through Profimolux).
The net financial position of Ackermans & van Haaren stood at 21.3 million euros at year-end 2014, compared with a negative net cash position of 3.1 million euros at year-end 2013.
An (economic) breakdown of the results for the group's various segments is set out in the 'Key Figures' appendix to the annual report.
Marine Engineering & Infrastructure: DEME recorded a strong result for 2014. A net profit of 169.0 million euros was realized on an (economic) turnover of 2,587 million euros, making a contribution of 103.0 million euros to AvH's group result.
DEME (AvH 60.40%) experienced a strong 2014, with a high level of activity worldwide in the various sectors. The turnover (economic turnover, i.e. including the jointly controlled group companies on a proportional basis) increased compared to 2013, which was already a very active year (2,532 million euros), to 2,587 million euros, on which a net profit was realized of 169.0 million euros (2013: 109.1 million euros).
The impact of DEME's good results in AvH's consolidated financial statements is further reinforced from 2014 onwards by the increase in shareholding percentage from 50% to 60.40% following the acquisition of control over DEME/CFE at the end of 2013.
The traditional dredging activities represented 66% of DEME's turnover in 2014, the main projects being Wheatstone (Australia) and New Port Doha (Qatar). The first phase of the project in Yamal (Russia) was completed, and the group was engaged on several projects in Africa. In the field of renewable energy, the group worked on the wind farms of Borkum Riffgrund 1 and Baltic 2 (Germany), Westermost Rough (United Kingdom) and Northwind (Belgium).
At the end of December 2014, the order book amounted to 2,420 million euros. New orders came in during 2014 from various sectors and parts of the world, such as the construction works for a new LNG terminal on the Yamal peninsula (Russia) and the deepening and widening of the Suez Canal (Egypt). Contracts were also awarded to the DEME group for the Gode Wind and Nordsee One wind farms (Germany). DEME announced some more new orders at the beginning of 2015 worth a total of 1.6 billion euros, including the large-scale Tuas project in Singapore.
In the fourth quarter of 2014, GeoSea announced the acquisition of the offshore activities of HOCHTIEF, giving it full ownership of the heavylift jack-up vessel Innovation in 2015.
The turnover of CFE (AvH 60.40%) increased to 1,091 million euros (excluding the contributions of DEME and Rent-A-Port). The turnover of the Contracting division increased by 10.5% as a result of different evolutions: decreased activity in civil engineering, an increase in the buildings division in the Benelux area, a high level of activity in Poland and Chad, but a decrease in Algeria and Hungary.
The order book (excl. DEME) decreased to 1,146 million euros, compared to 1,339 million euros at year-end 2013. This decrease should be seen in light of an exceptionally high order book for buildings at year-end 2013 and is primarily the result of difficult market conditions in civil engineering and a decrease in the African order book as a result of the turnover realized in 2014 and the sale of a contract in Chad. CFE wants to limit its exposure on that country, considering the amount of receivables of which the recovery is a challenge for 2015. At the end of 2014, CFE announced the transfer of the road-building operations of Aannemingen Van Wellen, while the construction activities remain in the CFE group under the name Atro Bouw. This sale will result in a capital gain of approximately 10 million euros for CFE in 2015.
Private Banking: In the banking segment, both Bank J.Van Breda & Co (+12.5%) and Delen Investments (+6.3%) continued the trend of increasing results in 2014 and jointly contributed 91.6 million euros to the group result.
The assets under management of the Delen Investments group (AvH 78.75%) attained a record high of 32,866 million euros at year-end 2014 (2013: 29,536 million euros), or an 11.3% increase. The vigorous growth at Delen Private Bank (up to 22,808 million euros) is the result of a substantial organic net growth at all Belgian branches and a positive impact of financial markets on the client portfolios. At JM Finn & Co (10,058 million euros), as a result of the volatile financial markets in the United Kingdom, the impact on the client portfolios was limited, while the increase in value of pound sterling had a significant positive effect. 74% (Delen Private Bank) and 65% (JM Finn & Co) of those assets were managed through direct discretionary management or through the banks' own financial BEVEKs (open-ended investment trusts).
Primarily as a result of the higher level of assets under management, the gross revenues increased to 278.5 million euros (2013: 255.2 million euros). The cost-income ratio was highly competitive at 55.0% (only 43.5% for Delen Private Bank, 82.7% for JM Finn & Co) and remained in line with the previous year (54.8%). The net profit increased in 2014 to 80.8 million euros (compared to 76.0 million euros in 2013), which includes the contribution of JM Finn & Co of 6.4 million euros (2013: 4.6 million euros).
The consolidated equity of Delen Investments stood at 517.4 million euros as at December 31, 2014 (compared to 464.1 million euros at yearend 2013). The Core Tier1 capital ratio of 27.8% is well above the industry average.
2014 was another successful year for Bank J.Van Breda & C° (AvH 78.75%). The client assets increased by 1 billion euros (+11%) and topped 10 billion euros, of which 3.8 billion euros client deposits (+4%) and 6.2 billion euros entrusted funds (+16%). This amount includes 3.6 billion euros managed by Delen Private Bank. Lending continued to grow as well (+5%) to 3.6 billion euros, while provisions for loan losses remained exceptionally low (0.01%).
This commercial success is reflected in a consolidated net profit of 35.5 million euros, which is a 12.5% increase on 2013, and this despite a challenging market environment. The strong financial results of Bank J.Van Breda & C° and the contribution of subsidiary ABK bank both contributed to this result. The 3% increase in costs to 71 million euros is due to a further increase in the bank tax, the development of brand recognition, and increased investments in IT applications and accommodation. With a cost-income ratio of 60%, Bank J.Van Breda & C° remains one of the best performing Belgian banks.
The equity (group share) increased from 448 million euros to 475 million euros at year-end 2014, while the liquidity and solvency position remained perfectly healthy. The bank achieved a financial leverage (equity-to-assets ratio) of 9.5% and a Core Tier1 capital ratio of 14.9%.
Real Estate, Leisure & Senior Care: The contribution of the real estate and services segment turned out slightly lower than in 2013. Leasinvest Real Estate ended 2014 with a result of 32.6 million euros, a substantial increase (+21%) on 2013.
The net result of Extensa (AvH 100%) for the 2014 financial year amounted to 3.4 million euros, a slight decrease compared to 4.5 million euros in 2013.
The two major urban development projects (Tour&Taxis and Cloche d'Or) both made substantial progress in 2014. On the Tour&Taxis site, the office building for the Brussels Department of Environment was completed and sold in July to insurance company Integrale. This transaction contributed 4.6 million euros to the result for 2014. In May, the 'Meander' project (48,096 m²) was selected by the Flemish Government for the centralized accommodation of the Flemish civil service. Once all permits have been obtained, this project should be completed by 2017. A start was made with the construction of a new public car park as well as with infrastructure and earthworks and the planting of trees for the new park.
In Luxembourg, the financial closing was finalized and the commercialization of the first phase of the residential development (70,000 m²) of the Grossfeld project (Cloche d'Or; Extensa 50%) started successfully.
Leasinvest Real Estate (LRE, AvH 30.01%) continued its strategic reorientation towards more retail and less office space, and geographical diversification. 2014 was an excellent year in terms of rental income, due to the full impact of the major retail investments at the end of 2013 (Knauf Pommerloch and Hornbach), and the addition of Switzerland as third country (beginning of November 2014) with the acquisition of some very well located retail properties. This Swiss portfolio, worth 37.8 million euros and with a floor area of 11,649 m², is let out entirely to international retailers.
At year-end 2014, the fair value of the consolidated real estate portfolio, including project developments, amounted to 756 million euros (compared to 718 million euros as at 31/12/2013). The 5.3% increase is primarily the result of the acquisition in Switzerland. The overall real estate portfolio comprises 45% retail (2013: 40%), 35% offices (2013: 37%), and 20% logistics (2013: 23%).
As a result of the portfolio's growth, the rental income increased to 50 million euros over the 2014 financial year (2013: 45 million euros). The average duration of the portfolio remained stable at 5.1 years (2013: 5.2 years) with the conclusion of several long-term leases (SKF in Tongeren and CVC Capital in Luxembourg). Both the occupancy rate (96.24%) and the rental yield calculated on the fair value (7.23%) remained virtually constant.
As at 31/12/2014, the equity (group share) stood at 336 million euros (2013: 335 million euros), while the debt ratio evolved to 54.27%. LRE ended its 2014 financial year with a higher net result (group share) of 33 million euros (27 million euros at yearend 2013), or a 21% increase.
At the beginning of November 2014, LRE changed its legal status from real estate investment trust into a public regulated real estate company.
Energy & Resources: As a result of the considerable expansion investments in recent years, Sipef was able to increase its palm oil production volume to 268,488 tonnes (+5.7%).
Although Sipef (AvH 26.78%) recorded rising production volumes in 2014 as a result of the greater maturity of the newly planted oil palm estates, it was confronted with lower world market prices for palm oil. Consequently, the turnover (285.9 million USD) remained in line with 2013 (286.1 million USD). By a strict control of general expenses, and despite a considerably lower profitability for rubber and tea, the net result increased to 56.3 million USD (2013: 55.6 million USD).
With more hectares in production and a growing maturity of the planted acreages, palm oil production increased by 5.7% to 268,488 tonnes. The volumes in the mature plantations of Sumatra rose only slightly due to the drought, while the newly developed acreages in the UMW project in North Sumatra reported additional output growth. After exceptionally heavy rainfall at the beginning of the year, palm oil production in Papua New Guinea experienced a steady growth.
World market prices of palm oil decreased considerably in 2014. After a relatively strong start to the year, driven by lower palm oil production volumes at the end of 2013, the price decreased considerably during the second half of 2014 in particular. This was caused by high world production volumes of competing vegetable oils from soya beans and rapeseed, weak demand from the traditionally big consumers China and India, the limited price advantage of palm oil over soya and rapeseed oil, and the totally unexpected decrease in crude oil prices. Under Sipef's forward sales strategy, a large part of the production in 2014 was sold at the higher price levels of the beginning of the year.
By a deliberate delay in the development of the plantations in Papua New Guinea, which was meant to allow the immature acreages to be brought into production in a controlled way, 616 additional hectares of oil palms were planted, while in South Sumatra in Indonesia, 990 hectares were planted over two projects. A total of 1,606 hectares was thus added to the overall planted acreage of the group, which now stands at 67,989 hectares, of which 18.7% has not yet reached the production stage. All additional acreage is planted in accordance with the sustainability standards of the Roundtable on Sustainable Palm Oil (RSPO).
Development Capital: Performance in the Development Capital segment is mixed, with the results of Groupe Flo and Euro Media Group in France being adversely affected. Sofinim successfully sold its 30% stake in NMC with an IRR of 14.8% and a capital gain of 4.9 million euros (AvH share). The results of the different participations in this segment are described from page 100 onwards.
On January 26, 2015, after the closing of the financial year, Ackermans & van Haaren announced the acquisition of a 70% stake in the French retirement home group Residalya. Earlier that month, on January 16, 2015, Extensa Group announced the acquisition of the remaining 50% stake in the T&T group. On February 16, 2015, DEME announced several new contracts worth 1.6 billion euros in total. Finally, on March 17, 2015, Sofinim announced the agreement on the sale of its interest in Hertel.
In the area of research and development at the fully consolidated subsidiaries of AvH, the DEME teams of R&D and the Central Competence Centre develop groundbreaking, innovative technologies, while the engineering departments of CFE and Van Laere are involved in civil engineering and construction projects.
Within the group (a.o. Bank J.Van Breda & C°, Leasinvest Real Estate, DEME, Extensa), an effort is being made to pursue a cautious policy in terms of interest rate risk by using interest swaps and options. A large number of the group's companies operate outside the euro zone (a.o. DEME, Delen Investments, Sipef, Hertel, Manuchar, Telemond Group, Turbo's Hoet Groep). Hedging activities for interest rate and exchange rate risk are always carried out and managed at the level of the individual company.
AvH made a positive start to 2015 with some significant transactions such as the acquisition of 100% of the Tour&Taxis site, the restructuring of the shareholding of Holding Groupe Duval, where the acquisition of Residalya has given AvH access to the French retirement home market, and above all the 1.6 billion euros worth of new orders won by DEME.
The board of directors is confident for the year 2015.
Board of directors - from left to right: Frederic van Haaren, Thierry van Baren, Julien Pestiaux, Pierre Macharis, Luc Bertrand, Teun Jurgens, Pierre Willaert, Alexia Bertrand, Jacques Delen
Ackermans & van Haaren applies the Belgian Corporate Governance Code (the 'Code'), as published on March 12, 2009, as its reference code. The Code can be consulted on the website of the Corporate Governance Committee (www.corporategovernancecommittee.be).
On April 14, 2005, the board of directors of Ackermans & van Haaren adopted the first Corporate Governance Charter ('Charter').
The board of directors has subsequently updated this Charter several times.
• On April 18, 2006, the Charter was aligned to various Royal Decrees adopted pursuant to European regulations on market abuse.
The Charter is available in three languages (Dutch, French and English) on the company's website (www.avh.be).
This chapter ('Corporate Governance Statement') contains the information as referred to in Articles 96, §§2 and 119, second paragraph, 7° of the Companies Code. In accordance with the Code, this chapter specifically focuses on factual information involving corporate governance matters and explains any derogations from certain provisions of the Code during the past financial year in accordance with the principle of 'comply or explain'.
2.1 Composition
Jacques Delen (º1949, Belgian) Chairman of the board of directors (since 2011) Non-executive director (since 1992)
Executive director (since 1985) Chairman of the executive committee (since 1990)
Mandate end 2017
Non-executive director (since 1996)
Mandate end 2016
Independent, non-executive director (since 2004) Chairman of the remuneration committee (since 2011)
Mandate end 2016
Independent, non-executive director (since 2011)
Mandate end 2015
Independent, non-executive director (since 2006)
Mandate end 2018
Mandate end 2017
Non-executive director (since 1998) Chairman of the audit committee (since 2004)
Mandate end 2016
The mandate of Julien Pestiaux expires at the annual general meeting of May 26, 2015. The board of directors will propose to the annual general meeting that the mandate of Julien Pestiaux be renewed for a term of four years as an independent director, since he satisfies the independence criteria set forth in Article 526c of the Companies Code and in Article 2.2.4 of the company's Corporate Governance Charter.
Pierre Macharis, Julien Pestiaux and Thierry van Baren meet the independence criteria set out in Article 526ter of the Companies Code.
Luc Bertrand, Jacques Delen and Frederic van Haaren are directors of Scaldis Invest which is, with a stake of 33%, the principal shareholder of Ackermans & van Haaren. Luc Bertrand and Frederic van Haaren are also director of Belfimas, which holds a controlling interest of 91.35% in Scaldis Invest. Scaldis Invest and Belfimas are holding companies which exclusively invest (directly and indirectly) in Ackermans & van Haaren shares.
| 9 | 97.5% |
|---|---|
| Meetings | Attendance |
Teun Jurgens was unable to attend the board meetings of August 26, 2014.
In 2014, the board of directors set out the group's strategic policy lines, discussed and regularly updated the budget for the current financial year, monitored the group's results and the development of the activities of the various group companies on the basis of reports prepared by the executive committee, and discussed the recommendations of the advisory committees.
The board also considered the succession of Carlo Hendriksen by Dirk Wouters at the head of Bank J.Van Breda & C°, and of Jacques Delen by Paul De Winter at the head of Delen Private Bank. The board of directors appointed André-Xavier Cooreman as member of the executive committee as of July 1, 2014. Julien Pestiaux explained the outlines of the European Commission's climate plan to the board.
In 2014, the board of directors invited the management of CFE, Anima Care, Bank J.Van Breda & C°, D.E.M.E., Extensa Group, Hertel Holding, Rent-A-Port and Leasinvest Real Estate to give a presentation on the general state of affairs of their respective companies or on particular investments.
Finally, the board of directors convened an extraordinary general meeting in November 2014 to renew the authorizations to the board of directors concerning the authorized capital and the buyback of shares.
In accordance with Article 2.7 of the Charter, assessment procedures are carried out periodically within the board of directors. These assessments take place on the initiative and under the supervision of the chairman.
The annual assessment by the non-executive directors of the relationship between the board of directors and the executive committee took place on March 26, 2014. This assessment procedure was carried out in the absence of the executive director. On that occasion, the non-executive directors expressed their general satisfaction with the good quality of the collaboration between the two bodies and made a number of suggestions to the executive director in this respect.
The board of directors published in the Charter (Articles 2.9 and 4.7) its policy regarding transactions between Ackermans & van Haaren or a company affiliated to it on the one hand, and members of the board of directors or executive committee (or their close relatives) on the other, which may give rise to a conflict of interest (within the meaning of the Companies Code or otherwise). In 2014, no decisions were made to which this policy applied.
The board of directors published its policy on the prevention of market abuse in the Charter (Section 5).
| Chairman | Pierre Willaert |
|---|---|
| Non-executive director | |
| Julien Pestiaux | |
| Independent, | |
| non-executive director | |
| Thierry van Baren | |
| Independent, | |
| non-executive director | |
All members of the audit committee have the necessary accounting and audit expertise:
analyses. Most of the course was given at the Johnson Graduate School of Management of Cornell. Julien Pestiaux is a partner at Climact, a company that advises on energy and climate themes with numerous business customers. Before that, he worked for five years as a consultant and project leader at McKinsey & C°, where he became acquainted with various aspects of accounting. Julien Pestiaux was appointed director at Ackermans & van Haaren in 2011.
• Thierry van Baren (º1967) holds a master's degree and teaching qualification in philosophy and obtained an MBA from Solvay Business School. As part of this degree course, he specialized in, among other things, 'Finance', 'Financial Accounting' and 'Managerial Accounting'. Thierry van Baren is now an independent consultant and in this capacity familiar with different accounting aspects. Thierry van Baren was appointed director at Ackermans & van Haaren in 2006.
| 5 | 100% |
|---|---|
| Meetings | Attendance |
The audit committee meeting of January 17, 2014 was devoted to reporting on the internal audit, the management control software, changes in the accounting principles of the Development Capital segment, the reporting in the accounts of the acquisition of Aannemingsmaatschappij CFE, and the off-balance-sheet commitments.
On February 24 and August 22, 2014, in the presence of the financial management and the auditor, the audit committee focused mainly on the reporting process and on the analysis of the annual and half-yearly financial statements respectively. The members of the audit committee received in advance the available reports of the audit committees of the operational subsidiaries of Ackermans & van Haaren.
The audit committee meeting of March 19, 2014 focused on the financial reporting, as published in the annual report of 2013, and the review of the 'one-on-one' rule related to the non-audit services provided by Ernst & Young. The priorities in the area of IT were also discussed.
The audit committee meeting of November 12, 2014 deliberated on an internal audit report (including on the subject of secure payment transactions), the purchase price allocation of the goodwill arising from the indirect acquisition of control over D.E.M.E., and the European Audit Directive of April 16, 2014.
The audit committee reported systematically and extensively to the board of directors on the performance of its duties.
At its meeting of March 26, 2014, the remuneration committee discussed the draft remuneration report, which in accordance with Article 96, §3 of the Companies Code constitutes a specific part of the Corporate Governance Statement, and ensured that the draft report contains all the information required by law. The committee also reviewed the payment of the variable remuneration to the members of the executive committee in light of the recommendations it had made on this subject at its meeting of November 13, 2013. The committee also recommended gradually increasing the attendance fee for directors (for meetings of the board of directors and of the audit and remuneration committees) to 1,600 euros for the 2014 financial year as planned. The meeting also discussed the benchmarking of the CEO's remuneration against that of the CEOs of the other BEL20 companies.
At the meeting of November 14, 2014, the committee discussed the following items and made relevant recommendations to the board of directors: the fixed and variable remuneration of the members of the executive committee for 2015, the remuneration of the directors, and the number of stock options to be granted to the members of the executive committee.
At its meeting of December 9, 2014, the remuneration committee deliberated on the group insurance policy and variable remuneration of the CEO and made relevant recommendations to the board of directors.
On January 20, February 26 and March 26, 2014, the board of directors deliberated as the nomination committee and, in accordance with the procedure set forth in Article 2.2.2 of the Charter, decided to propose the reappointment of Teun Jurgens and Thierry van Baren for a term of two and four years respectively to the annual general meeting of May 26, 2014.
Jacques Delen, chairman of the board of directors, attends the meetings of the executive committee as an observer.
Chairman of the executive committee
Member of the executive committee
Secretary general and member of the executive committee
Member of the executive committee
CFO and member of the executive committee
Member of the executive committee
Member of the executive committee since July 1, 2014
The executive committee is responsible for, among other things, the day-to-day management of Ackermans & van Haaren and prepares the decisions to be taken by the board of directors.
During the past financial year, the executive committee prepared and followed up on the participation in the boards of directors of the subsidiaries, examined new investment proposals (both in the current group companies and outside), approved certain divestments, prepared the quarterly, half-yearly and annual financial reports and investigated the implications of changes in the law relevant for the company.
The company's statutory auditor is Ernst & Young Bedrijfsrevisoren BCVBA, represented by Marnix Van Dooren. The statutory auditor conducts the external audit (of both consolidated and statutory figures) of Ackermans & van Haaren, and reports to the board of directors twice a year. The statutory auditor was appointed at the ordinary general meeting of May 27, 2013 for a three-year term, which expires at the ordinary general meeting of May 23, 2016.
In 2014, a statutory annual fee for auditing the statutory and consolidated Ackermans & van Haaren annual accounts of 46,480 euros (excluding VAT) was paid to the auditor. In addition, a fee of 8,090 euros (excluding VAT) was paid to Ernst & Young Tax Consultants for tax advice and 38,820 euros (excluding VAT) to Ernst & Young Bedrijfsrevisoren for various activities.
The total fees for audit activities paid in 2014 by Ackermans & van Haaren and its consolidated subsidiaries to Ernst & Young amounted to 783,882 euros (including the abovementioned 46,480 euros).
The internal audit is conducted by the group controllers, Hilde Delabie and Ben De Voecht, who report to the executive committee. At least once a year, the group controllers report directly to the audit committee.
7.3 Principal features of the internal control and risk management systems with regard to the process of financial reporting and preparation of the consolidated annual accounts
The board of directors of Ackermans & van Haaren is responsible for assessing the effectiveness of the internal control and risk management systems. By means of the present system, the board of directors aims, at group level, to ensure that the group's objectives are attained and, at subsidiary level, to monitor the implementation of appropriate systems that take into account the nature of each company (size, type of activities, etc) and its relationship with Ackermans & van Haaren (controlling interest, shareholders' agreement, etc). Given the diversified portfolio and the small number of staff working at the holding company, the group opted for a customized internal control model that nevertheless has all the essential features of a conventional system. The internal control and risk management system is characterized by a transparent and collegiate structure. The executive committee deliberates and decides by consensus. Risks are identified on an ongoing basis and properly analysed. Appropriate measures are proposed to accept, limit, transfer or avoid the identified risks. These assessments and decisions are clearly minuted and documented to allow a strict follow-up.
The board of directors also regards the timely provision of complete, reliable and relevant financial information in accordance with IFRS and with the other Belgian reporting requirements to all internal and external stakeholders as an essential element of its corporate governance policy. The internal control and management systems for financial reporting endeavour to satisfy those requirements as fully as possible.
The control environment is the framework within which internal control and risk management systems are set up. It comprises the following elements:
The family values that underlie the group's success are today reflected in a relationship between the various stakeholders that is based on respect: the shareholders, the management, the board of directors and the staff, but also the business partners. Those values are put into practice by the management on a daily basis, and are explicitly enshrined in the Internal Company Guidelines to ensure that they are clear to everyone.
Another cornerstone of Ackermans & van Haaren's management policy is the way in which its members work together as a professional team. Special attention is paid to a balanced and qualitative content for every position within the organization. Additionally, the necessary training is provided to ensure that knowledge is constantly honed and fine-tuned. Highly skilled people with the right experience and attitude in the right job form the basis of the group's internal control and risk management system. This equally applies to the board of directors and the audit committee, who seek to ensure that the backgrounds and experience of the members are complementary.
The duties and responsibilities of the board of directors and, by extension, its advisory committees, such as the audit committee, are clearly set out in the Charter. The audit committee oversees the financial reporting of the group, the internal control and risk management system, and the internal and external audit procedures.
As already pointed out, Ackermans & van Haaren has a highly transparent organizational structure at group level, where decisions are adopted collectively by the executive committee. The organizational structure and powers are clearly set out in the Internal Company Guidelines.
The risks with regard to financial reporting have been identified and can be divided into a number of categories.
Risks at subsidiary level: these are typically highly diverse and are addressed by the attendance by the investment managers of Ackermans & van Haaren at the meetings of the boards of directors and advisory committees of the subsidiaries, clear reporting instructions to the subsidiaries with deadlines and standardized reporting formats and accounting principles, and an external audit of the half-yearly and annual figures that also takes into account internal control and risk management features at the level of each individual company.
Risks in terms of provision of information: these are addressed by a periodical IT audit, a proactive approach involving the implementation of updates, backup facilities and regular testing of the IT infrastructure. Business continuity and disaster recovery plans have also been put in place.
Risks in terms of changing regulations: these are addressed by close monitoring of the legislative framework on financial reporting and by a proactive dialogue with the auditor.
Finally, there is the integrity risk, which is addressed by maximum integration of accounting and reporting software, extensive internal reporting at different levels, and proactive assessment of complex and important transactions.
As already pointed out above in the description of the risks, various controls are built into the financial reporting process in order to meet the objectives with regard to this reporting as fully as possible.
First, a number of basic controls such as segregation of duties and delegation of powers are built into the administrative cycles at group level: purchasing, payroll and (dis)investments. This ensures that only permissible transactions are processed. The integration of accounting and reporting software at group level serves to cover a number of integrity risks. Additionally, a stable IT infrastructure with the necessary backup systems guarantees an adequate communication of information.
Clear reporting instructions with timely communication of deadlines, standardized reporting formats and uniform accounting principles are in place to address certain quality risks in the reporting by the subsidiaries.
There is also a cycle of external audit of both the consolidated group reporting and the reporting by the subsidiaries. One of the purposes of this external audit is to assess the effectiveness of the internal control and risk management systems implemented by the subsidiaries and to report on this to the statutory auditor of Ackermans & van Haaren.
Finally, there is a system of internal audit of the financial reporting by the different policy and management levels. This internal audit is completed prior to the external reporting.
Changes in the legislative framework on financial reporting are closely monitored and the impact on the group reporting is discussed proactively with the financial management and the external auditor.
The Charter provides that every employee of Ackermans & van Haaren can approach the chairman of the board of directors and/ or the chairman of the audit committee directly to inform them of any irregularities in financial reporting or other matters.
Each year, the internal control and risk management system is reviewed by one of the group controllers for effectiveness and compliance. The internal auditor reports his findings to the audit committee.
Scaldis Invest holds 11,054,000 shares in the capital of Ackermans & van Haaren, i.e. a stake of 33%. Scaldis Invest is in turn controlled by Belfimas, which holds 91.35% of the capital of Scaldis Invest. The ultimate control of Scaldis Invest is held by "Stichting Administratiekantoor Het Torentje".
During 2014, Ackermans & van Haaren sold its indirect stake of 2.59% in the capital of Belfimas. Ackermans & van Haaren holds 331,244 treasury shares as at December 31, 2014. These shares were among other things acquired with a view to covering the stock option plan. Its direct subsidiary, Brinvest NV (99.9%), holds 51,300 shares in Ackermans & van Haaren.
The shareholder structure, as known on December 31, 2014, is shown below:
Belfimas is the (indirect) reference shareholder of Ackermans & van Haaren. Belfimas' sole purpose is to invest, directly or indirectly, in Ackermans & van Haaren shares. Any transfer of securities issued by Belfimas is subject to a statutory right of approval of the Belfimas board of directors. Two of Ackermans & van Haaren's directors, Luc Bertrand and Frederic van Haaren, are members of the board of directors of Belfimas. The board of directors is not aware of any agreements between Ackermans & van Haaren shareholders.
The Charter of Ackermans & van Haaren complies with the provisions of the Code on all but two points:
In accordance with paragraph 2.1 of the Code, the board of directors must be composed in a manner compliant with the principles of gender diversity as well as of diversity in general. The board of directors of Ackermans & van Haaren is currently composed of eight men and one woman with varying yet complementary knowledge bases and fields of experience.
The board of directors has taken note of the recommendations of the Corporate Governance Committee with regard to the representation of women on boards of directors of listed companies and it is also aware of Article 518b of the Companies Code. The board of directors will make every effort to propose at least two female candidate directors for nomination by the general meeting before January 1, 2017.
In accordance with provision 5.3/1, Appendix D of the Code, the majority of the members of the nomination committee should be independent non-executive directors. The Ackermans & van Haaren nomination committee consists of all the members of the board of directors. Since only three members of the board of directors are independent non-executive directors (out of a total of 9), the Charter derogates from the Code in that respect. The board of directors is of the view that in its collectivity it is better placed to evaluate its size, composition and succession planning.
In 2014 the company followed the procedure set out below for developing its remuneration policy and determining the level of remuneration paid to non-executive directors and members of the executive committee.
At its meeting of March 26, 2014, the remuneration committee discussed the draft remuneration report, which in accordance with Article 96, §3 of the Companies Code constitutes a specific part of the Corporate Governance Statement, and ensured that the draft report contains all the information required by law. The committee also reviewed the payment of the variable remuneration to the members of the executive committee against the recommendations it had made on this subject at its meeting of November 13, 2013. Finally, the committee benchmarked the CEO's remuneration against the publicly available remuneration figures of the CEO's of the other BEL20 companies for financial year 2012.
At the meeting of November 14, 2014, the committee discussed the fixed and variable remuneration of the members of the executive committee for 2015, the remuneration of the directors, and the number of stock options to be granted to the members of the executive committee, and made recommendations in this respect to the board of directors.
At the meeting of December 9, 2014, the committee, in view of the fact that the CEO will reach retirement age in 2016, deliberated on the gradual reduction of his variable remuneration and the adaptation of the terms of his group insurance policy to market-based parameters.
It should be recalled that, on November 25, 2011, the extraordinary general meeting authorized the board of directors, to depart from Article 520ter, second paragraph of the Companies Code, and to link the entire variable remuneration of the members of the executive committee to predetermined and objectively quantifiable performance criteria measured over a one-year period.
The remuneration paid to the members of the executive committee consists of five components (see 2.1 below). These components are evaluated each year, generally during a meeting in November, by the remuneration committee and reviewed for compliance with market practices. Review is carried out based on public information (for example, the remuneration data disclosed in the annual reports of other comparable listed companies) and salary studies, and any modifications proposed by the remuneration committee are submitted to the board of directors for approval.
The remuneration of non-executive directors consists exclusively of a fixed remuneration composed of a basic amount, an additional amount for the director's membership of a specific committee and an attendance fee per meeting of the board of directors, of the audit or remuneration committee. Remuneration for non-executive directors is periodically reviewed by the remuneration committee.
Any modifications proposed by the committee are submitted to the general meeting for approval.
The remuneration paid to the members of the executive committee consists of five components: (i) fixed remuneration; (ii) variable remuneration, i.e. (cash) bonus based on the consolidated net result; (iii) stock options; (iv) fixed-contribution group insurance scheme (supplementary pension, death benefit, disability allowance, and orphan's pension) and hospitalization insurance; and (v) company car and smartphone.
The company strives to strike a healthy balance between a market-based fixed compensation on the one hand and a combination of short-term incentives (such as the annual cash bonus) and long-term incentives (stock options) on the other.
The fixed remuneration for the members of the executive committee (salary, group and hospitalization insurance, company car) evolves according to their responsibilities and experience, as well as to market developments.
The bonus that is granted to members of the executive committee is based on predetermined and objectively quantifiable performance criteria measured over a period of one financial year and is, in particular, dependent on the consolidated net result. There is no long-term cash incentive plan. The bonus is paid out in cash, after the board of directors has approved the consolidated net result of the previous financial year.
The granting of stock options is not linked to predetermined and objectively quantifiable performance criteria. The board of directors decides on the granting of stock options to members of the executive committee based on the recommendation of the remuneration committee. Stock options are granted under a stock option plan that was approved in 1999 by the board of directors, which also serves as an incentive for persons who are not members of the executive committee. In accordance with applicable tax law, the members of the executive committee are taxed on the stock options that are granted. The ultimate value of this remuneration element is dependent on how the share price evolves.
In 2014, the relative share of each component in the overall remuneration paid to members of the executive committee was as follows:
| Fixed remuneration | 43.73% |
|---|---|
| Bonus | 34.50% |
| Stock options | 6.05% |
| Group and hospitalisation insurance |
14.97% |
| Company car and smartphone | 0.75% |
The stock options granted pursuant to the stock option plan of Ackermans & van Haaren have the following characteristics:
No significant changes were made to the remuneration policy in 2014, except for the appointment of André-Xavier Cooreman as member of the executive committee, the increase in the group insurance premiums in favour of Luc Bertrand, and the reduction of his variable remuneration for financial year 2014 (payable in 2015) (see 2.6 below).
The board of directors does not expect to make any fundamental changes to the remuneration policy in the current and next financial years.
The gross amount paid directly or indirectly by Ackermans & van Haaren or its subsidiaries in the form of individual remuneration and other benefits to the CEO in 2014 can be broken down as follows:
| Status | self-employed |
|---|---|
| Fixed remuneration | € 694,320 |
| Variable remuneration(1) | € 456,543 |
| Stock options (taxable basis) | € 138,298 |
| Group insurance ('fixed contribution' type) and hospitalization insurance (contributions paid by the company) |
€ 466,602 |
| Benefits in kind (company car and smartphone) |
€ 12,177 |
(1) Including the director's fee from Sipef to the amount of 20,000 euros (see 3. below)
In accordance with its earlier decision of November 13, 2013 and in order to bring the guaranteed life benefit that Luc Bertrand will be entitled to upon reaching retirement age more in line with the market, the board of directors decided, on the recommendation of the remuneration committee of December 9, 2014, to increase the monthly premium in the group insurance in favour of Luc Bertrand by 19,131 euros and to pay a one-off premium of 230,000 euros. This decision offers Luc Bertrand the prospect of a life benefit to the amount of 2.1 million euros (gross) upon reaching retirement age. On the other hand, the board of directors also decided to gradually reduce Luc Bertrand's variable remuneration in view of the expiry of his mandate as CEO in 2016.
The total gross amount paid directly or indirectly by Ackermans & van Haaren or its subsidiaries in the form of individual remuneration and other benefits to the other members of the executive committee in 2014 can be broken down as follows, with the reminder that André-Xavier Cooreman has also been a member of the executive committee since July 1, 2014:
| self-employed |
|---|
| € 1,774,440 |
| € 1,481,223 |
| € 203,125 |
| € 378,568 |
| € 29,872 |
2.8 Options exercised by and granted to the members of the executive committee in 2014
Certain members of the executive committee exercised a total of 26,000 options in 2014.
| Name | Number | Exercise price |
Year granted |
|---|---|---|---|
| Luc Bertrand |
16,000 | € 62.12 | 2007 |
| Tom Bamelis |
4,000 | € 52.05 | 2010 |
| Piet Bevernage |
4,000 | € 27.08 | 2005 |
| André Xavier Cooreman |
2,000 | € 46.09 | 2006 |
| Expiration date | January 2, 2022 |
|---|---|
| Exercise price | € 82.32 |
| Luc Bertrand | 16,000 |
| Jan Suykens | 5,500 |
| Tom Bamelis | 4,000 |
| Piet Bevernage | 4,000 |
| André-Xavier Cooreman | 2,000 |
| Piet Dejonghe | 4,000 |
| Koen Janssen | 4,000 |
| Total | 39,500 |
The contracts of the members of the executive committee contain the customary provisions regarding remuneration (both fixed and variable), non-competition and confidentiality, and are of unspecified duration. The only contracts concluded after July 1, 2009 were those concluded on April 17, 2012 and June 27, 2014 with Koen Janssen and André-Xavier Cooreman respectively with respect to their mandates on the executive committee, of which they have been members since April 1, 2012 and July 1, 2014 respectively.
The chairman of the executive committee is entitled to unilaterally terminate his contract, subject to 6 months' notice while the company is entitled to do the same, subject to 12 months' notice.
The other members of the executive committee may unilaterally terminate their contracts, subject to 6 months' notice while the company may do the same, subject to 18 months' notice. This period may increase to a maximum of 24 months depending on the age of the concerned executive committee member at the time of the unilateral termination of the contract by the company, except for Koen Janssen and André-Xavier Cooreman, whose contracts for the provision of services date from after the effective date of Article 554, fourth paragraph of the Companies Code (namely May 3, 2010), which imposed limitations on the length of notice periods:
The notice period of 18 months as stipulated in the contract for the provision of services of André-Xavier Cooreman will be presented for ap proval by the annual general meeting of May 26, 2015 in accordance with Article 554, fourth para graph of the Companies Code.
The contracts between the company and the members of the executive committee also contain provisions regarding the criteria for granting vari able remuneration and give the company the right to reclaim variable remuneration that was granted on the basis of incorrect financial information.
On the recommendation of the remuneration committee, the board of directors proposed on March 27, 2013 to adjust the remuneration of the directors, which had remained unchanged in 2011 and 2012, from financial year 2013 as follows:
| Basic amount for the chairman of the board of directors |
€ 60,000 |
|---|---|
| Basic amount for the directors |
€ 30,000 |
| Additional fee for members of the remuneration committee |
€ 2,500 |
| Additional fee for the chair - man of the audit committee |
€ 10,000 |
| Additional fee for members of the audit committee |
€ 5,000 |
| Attendance fee per meeting of the board of directors or the audit or remuneration committee |
€ 2,500 |
This proposal was approved by the ordinary gen eral meeting of May 27, 2013. At that meeting, the chairman made clear that the sum of 2,500 euros for attendance fees should be regarded as a maximum amount. The board of directors de cided to implement this increase in three stages: 800 euros for 2013, 1,600 euros for 2014, and 2,500 euros for 2015 and subsequent years. The remuneration committee will deliberate each year on the appropriateness of this increase.
Each director received a director's fee in 2014 (for financial year 2013).
The amounts paid directly or indirectly by Acker mans & van Haaren and its subsidiaries in the form of individual remuneration and other benefits to the respective directors in 2014 (for financial year 2013) are limited to the director's fees and attend ance fees below:
| Director's fees |
Attendance fees |
|
|---|---|---|
| Alexia Bertrand | € 30,000 | € 4,000 |
| Luc Bertrand | € 30,000 | € 7,200 |
| Jacques Delen | € 60,000 | € 7,200 |
| Teun Jurgens | € 30,000 | € 7,200 |
| Pierre Macharis | € 32,500 | € 8,800 |
| Julien Pestiaux | € 35,000 | € 9,600 |
| Thierry van Baren | € 37,500 | € 10,400 |
| Frederic van Haaren | € 32,500 | € 8,800 |
| Pierre Willaert | € 40,000 | € 9,600 |
| Total | € 327,500 | € 72,800 |
Since the amounts of the director's fees and the attendance fees are not linked to the company's results, they may be classed as fixed, non perform ance-related remuneration.
For the sake of completeness it should be noted that in 2014 Luc Bertrand received additional remuneration in his capacity as chairman of the Ackermans & van Haaren executive committee as well as director's fees from Sipef (20,000 euros) (see 2.6 above). Jacques Delen also received, directly and indirectly, remuneration in 2014 in his capacity as chairman of the executive com mittee of Bank Delen (until June 30, 2014) and as manager of Delen Investments to the amount of 540,500 euros (including pension insurance) and has a company car at his disposal. In 2014, he also received director's fees from Sipef (20,000 euros). The remuneration which Sipef paid to Luc Bertrand and Jacques Delen is mentioned in Sipef's annual report (Remuneration report - Remuneration of non-executive directors) for fin ancial year 2014.
On behalf of the board of directors, March 25, 2015.
Luc Bertrand Chairman of the executive committee
Jacques Delen Chairman of the board of directors
Ackermans & van Haaren and its group companies pursue a coherent and sustainable social policy in line with the expectations of society and of all stakeholders (employees, customers and shareholders). To this end, the group has implemented various measures in terms of a responsible human resources policy, long-term economic policy, environmental protection, corporate social responsibility, and corporate governance.
Ackermans & van Haaren considers the family values of the founding families, who are still closely involved in the company, to be of paramount importance. Elements such as continuity, ethical entrepreneurship, long-term thinking, the creation of value through growth, working with partners and mutual respect have consequently been the main drivers of the group's policies for many decades.
This chapter describes a number of corporate social responsibility initiatives set up at group level and in the group companies. Examples are given merely for illustration purposes and are without prejudice to the other efforts within the group.
People play a crucial role in the successful implementation of any corporate strategy, within both Ackermans & van Haaren and the group companies. One of the priorities is, therefore, to attract and retain talented people with complementary skills and experience. AvH is also actively involved in the selection of upper-level management in its group companies.
The group makes no distinction whatsoever in terms of gender, religious beliefs, ethnic origin or sexual orientation in the employee regulations, selection and promotion policies, or evaluation systems. The group also prohibits all forms of discrimination in recruitment and promotion. The AvH group aims to keep its workforce of 22,633 employees (through its stake in the group companies) motivated and committed. Training and education are important aspects for all employees to further develop their talent and, hence, contribute to the group's success. Some group companies run their own training centres, others use external organizations.
Openness, mutual commitment and job satisfaction are central to the HR policy of Bank J.Van Breda & C°. The bank uses various measuring instruments to effectively follow up on and achieve those aims. The nomination as 'Best Employer' in 2006, 2010 and 2012 (based on research carried out by the HRM Centre at the Vlerick Business School) motivates everyone to keep improving.
In its search for people with technical profiles, Egemin Automation does not just seek out ideal candidates with the right qualification coupled with several years of technical experience. Egemin also invests in employees who are interested in a technical job and who have retrained through VDAB (Flemish Labour Exchange). Through internships or individual vocational training courses, those students get to know the company and the job, and are given the opportunity to hone their technical knowledge. Egemin invests in further training for these employees, while at the same time reaping the benefits of the long work experience that such people have acquired in other sectors. The result is a win-win situation for both parties.
Groupe Flo - Webseries on Youtube
Egemin Automation Leasinvest Real Estate Sipef
Groupe Flo has long prioritized training and employment of disabled workers. The group currently has more than 130 disabled employees on its payroll and takes concrete action to simplify and encourage employment. In 2014, Groupe Flo launched a web series on YouTube (youtube.com/ FloHandiPlusTV) featuring testimonials by disabled staff members and managers to explain to both potential and existing employees and customers that a disability is no obstacle to finding a job and building a career in the catering industry.
Safety is an important aspect too. QHSES programmes are implemented, as are initiatives aimed at certification and programmes such as Six Sigma and Lean Manufacturing. Many group companies have incorporated those rules and recommendations into their ISO, OHSAS and VCA certification or into their safety manuals.
In 2014, the CFE group received the very first Safe4zero award, created by the Confederation of Construction Industries for building firms that set a good example in the area of safety. Since safety is and remains a top priority for CFE, the company regularly organizes safety training courses within the group. The 'Safety Management' course for management staff, for instance, focuses on motivational communication and exemplary conduct of line managers, as well as the importance of technical rules and personal protective equipment. In view of the success and visible impact of this training, CFE, in partnership with the Confederation of Construction Industries and Cevora, rolled out this internal training course across the whole building industry.
Hertel's efforts to continuously improve its daily operational processes are also reflected in the various quality and safety certifications. In the area of safety, the company makes its mark with numerous high-profile international safety awards such as the ROSPA Order of Distinction, Presidents Award, and IFAB Platinum Safety Achievement Award.
Ackermans & van Haaren attaches great importance to professional service and wants its group companies to consistently offer customers bespoke solutions. The product range must not only be continually adapted to client requirements but, where possible, such products and services must also be of a sustainable nature. AvH will preferably work with suppliers who share the same values in corporate social responsibility. This primarily relates to human rights, employment policy, combating corruption and environmental protection.
A global sustainability audit has revealed that Leasinvest Real Estate has the greatest impact on the environment by making specific changes to its buildings portfolio. LRE has now opted for an inclusive and solution-driven approach as reflected in a clear step-by-step plan. What is unique about such an approach is that it is based on an extensive collaboration with customers (tenants) and suppliers, and therefore goes further than the initiatives taken by the company, and that for each building specific measures are taken that have the greatest impact, rather than general measures (solution-driven).
Together with several players in the palm oil chain, from food industries to federations, Sipef in 2014 joined the Belgian Alliance for Sustainable Palm Oil. The aim of this alliance is to transform the Belgian market by 2020 into a 100% sustainable palm oil market. This implies, among other things, traceable palm oil of certified origin from plantations where the rights of local workers and population are respected and where small independent farmers are involved in the palm oil chain. This sustainable palm oil is certified strictly independently by RSPO (Roundtable on Sustainable Palm Oil).
The increasing demand for responsible and ethical management also manifests itself in an extra dimension as far as innovation is concerned, both technologically and in respect of services and products on offer. It no longer suffices to merely develop new applications; their impact on society must also be taken into account.
The DEME group has in the past few decades developed a range of innovative activities in the field of renewable energy and marine sand and gravel extraction. A recent addition is deep-sea mineral mining, as the scarcity of minerals is one of the challenges for the future. As it is becoming increasingly difficult and expensive to extract minerals on land, DEME is looking for ways to harvest minerals such as iron sand, diamonds, seafloor massive sulphides (SMS), and manganese nodules on the seabed. The group has started with the technical Annual report 2014
DEME - Manganese nodules
development and testing of a mining vehicle, collector and system for launching and retrieving the vehicle. In 2014, a first exploration trip on the bed of the Pacific Ocean was a success. In 2014, the Nodulier 2022 was selected for an innovation grant from the French government.
In recent years renewable energy has become an increasingly important element of Ackermans & van Haaren's strategy. Many group companies have invested in, and developed, renewable energy, energy savings or co-generation. Most group companies have also incorporated environmentally friendly initiatives into their existing activities and day to day operations.
In order to improve its energy performance, DEME has launched a programme under which greenhouse gas emissions are quantified and reported in accordance with ISO 14064-1 and verified by Lloyd's Register Quality Assurance. The aim is to increase its energy efficiency by 7% by 2022, both in terms of decreasing its own direct emissions and indirect emissions from the consumption of purchased electricity. So far, DEME has managed to attain its annual energy efficiency target of 0.7%.
The environment is also an important concern in DEME's worldwide projects. In Ada (Ghana), the group is building specially designed underwater breakwaters to protect the coastline from massive erosion. The area is also a nesting site for three species of turtles, including the leatherback sea turtle. So far, DEME has ensured the safety of more than 50,000 turtles. A round-the-clock 'turtle patrol' guarantees a 97% chance of survival instead of the 2% that would otherwise be expected, and couples local employment with nature conservation.
Besides the fact that Van Laere implements an audited environmental management system according to ISO 14001, the contracting group is actively involved in environmentally conscious building and renovation projects. Several projects have already been built in line with the BREEAM standard, such as the renovation of the Central
Hertel - TIPCHECK Sipef - School at Umbul Mas Wisesa plantation
Gate office building (31,300 m²) in Brussels and the new building for the Brussels Department of Environment (16,725 m²), the largest 100% passive building in Belgium.
Hertel performed an energy scan of DSM's caprolactam plant (raw material for nylon) in Geleen (the Netherlands); the scan was commissioned by DSM to find out whether energy losses could be minimized through improved insulation systems. On running a Technical Insulation Performance Check (TIPCHECK), Hertel's insulation specialists found that more than 100,000 euros worth of energy could be saved each year. The results were so encouraging that Hertel was asked to present its findings to the international Global Energy Network of DSM.
Obviously, stakeholders of a company include more than employees, customers and suppliers. Businesses are part of society and influence, and are influenced by, many groups and individuals. Most group companies give structural support to projects in their neighbourhood or projects that are linked to their activities.
In 2014, too, the DEME4Life Foundation supported several social projects in countries where DEME has operations. Education and health have always been priorities. The key project of the past year was Tumaini, a Congolese non-profit organization that helps orphans and children from deprived families. In India, support went to the Damian Building Camps, while in Bangladesh, Ghana and Congo the Foundation sponsored projects initiated by Wereldsolidariteit (World Solidarity), Fonds voor Ontwikkelingssamenwerking (Fund for Development Cooperation), and Ondernemers voor Ondernemers (Entrepreneurs for Entrepreneurs).
Each year, Delen Private Bank selects a number of warm-hearted and sympathetic initiatives which it supports financially as part of its social commitment. Preference is shown for small-scale projects that genuinely pursue a social, educational or artistic purpose.
Although Bank J.Van Breda & C° deals with successful entrepreneurs and liberal professionals on a daily basis, it is well aware that success does not come easy. That is why it gives structural support to two social initiatives with which its clients have close affinity: Dyzo and Doctors Without Vacation.
These organizations are less well known to the general public and therefore find it more difficult to secure funding. The Dyzo poverty project pioneers support for self-employed persons in difficulty, an issue all too often still concealed from the outside world. Through Doctors Without Vacation, some 400 doctors and nurses spend their holidays treating patients in African hospitals.
Sipef's operations are located in remote areas, so in addition to building and maintaining the homes of all its permanent staff, the company also ensures that all workers and their families have access to quality healthcare by arranging and funding outpatient clinics and regular doctor visits. Education is also an important concern, with kindergartens being provided at the plantations and school transport organized; where necessary, Sipef also helps to build public schools. At the Umbul Mas Wisesa plantation in Indonesia, the school that Sipef built was so successful that the number of classrooms and teachers doubled in 2014.
For many years now, Ackermans & van Haaren has supported certain scientific and socio-cultural projects which, where possible, are linked to the Antwerp region. The aim is to build with the partners a sustainable relationship, which is evaluated at regular intervals.
In 2014, AvH supported, among others, the following institutions, organizations and projects to a total amount of 270,000 euros:
AvH and ITM support the involvement of young professionals in world health.
For billions of people, tropical diseases, AIDS, tuberculosis and inadequate health care are an everyday reality. The Institute of Tropical Medicine contributes to world health through research, education, services and capacity building in tropical medicine and public health.
Each year, more than 500 health workers from all over the world come to specialize at the ITM. While most students attend a short course, some 20 researchers each year embark on a doctoral degree course at the ITM, and 65 students take a one-year Master-after-Master degree course.
With emphasis on quality rather than quantity, for each master class 20 to 25 experienced professionals are selected from among more than 200 applicants from across the world. Participants from low and middle-income countries can apply for a scholarship from the Belgian Department of Development Cooperation or from international sponsors such as the World Bank. Students with limited financial means but with a strong motivation to pursue a career in international health are supported by the ITM scholarship fund, of which Ackermans & van Haaren has for many years been the main sponsor.
Since 2004, this fund has granted a partial scholarship to 36 Master's degree students in international disease control, healthcare organization and tropical veterinary medicine. These scholarships cover up to 80% of the tuition fees and together represent a grant of more than 500,000 euros.
Institute of Tropical Medicine - Antwerp
President Luc Bertrand Members Tom Bamelis Piet Bevernage André-Xavier Cooreman Piet Dejonghe Koen Janssen Jan Suykens
(Together with the members of the executive commitee) John-Eric Bertrand Marc De Pauw Matthias De Raeymaeker An Herremans Jens Van Nieuwenborgh
Hilde Delabie Group controller Ben De Voecht Group controller Marc De Groote Accountant Bart Bressinck Accountant Jean-Claude Janssens Treasurer Katia Waegemans Communication &
Tom Bamelis Financial director information manager
Piet Bevernage Secretary-general Sofie Beernaert Legal counsel
Brigitte Adriaensens Corporate secretary (Brussels)
Michaëla Goelen Reception Robin Muller Reception Filip Portael IT Garry Suy Caretaker Honoré Tielens Caretaker Frank Vande Plas Driver
Patricia Bielen Management assistant Chantal Dille Management assistant Sarah Franssens Management assistant Sonja Goossens Personnel administration Lydie Makiadi Management assistant Brigitte Stockman Management assistant Petra Van de Velde Management assistant
Ernst & Young Bedrijfsrevisoren BCVBA, represented by Marnix Van Dooren
Translation - De Standaard June 21, 1984
"Since we went public in 1984 with a market capitalization of 50 million euros, that amount has increased more than seventy-fold to 3.6 billion euros. Apart from the merger with the group Delen and Belcofi, we never collected funds from the market, but have always grown from our own cash flow, despite an on average annually increasing dividend. We have an annual yield of 14.5% over 30 years."
Luc Bertrand, March 25, 2015 Ackermans & van Haaren from 1.95 to 100 euros in 30 years.
Translation - De Tijd December 3, 2014
Average annual value creation AvH
14.5%
Bel All-Share index rebased to AvH share price on 20/06/1984
AvH share price: 13.9%
Equity per share: 13.4%
Bel All-Share index: 6.8%
Average annual growth (1984-2014)
AvH share price: 13.9%
AvH share price including dividend: 14.5%
45
2005 2006 2007 2009 2010 2013 2014 • BDM-ASCO • Advalvas Group • Alural • Arcomet • Medisearch International • Increase participation • Groupe Flo • Cobelguard • Trasys • Turbo's Hoet • Rent-A-Port • Fin. Duval • Capital & Finance • Spano • Manuchar • I.R.I.S. • Anima Care • Alcofina • OQM • Max Green • Rent-A-Port Energy • CFE • Control AvH share price 100 euros • Cyrill Finance • Oleon • Valkieser Comm./UBF • Increase participation DEME 50% • 1,087 • 2,093 • 3,420 • 497 • 1,711 • 2,402
2000
47
DEME - Flintstone - Hammerfest - Norway CFE - Multitechnics Genk
result.
The Belgian dredging and environmental group DEME is one of the largest and most diversified dredging and marine companies in the world.
CFE
CFE is a listed Belgian industrial construction group active in Belgium and neighbouring countries, Central Europe and Africa.
Shareholding percentage AvH Shareholding percentage AvH
Contribution to the AvH consolidated net result
| (€ million) | 2014 | 2013 | 2012 |
|---|---|---|---|
| DEME | 103.0 | 53.7 | 44.7 |
| CFE | -3.4 | - | - |
| Algemene Aannemingen Van Laere | 0.9 | 0.7 | 1.2 |
| Rent-A-Port | 4.0 | 3.8 | 4.8 |
| NMP | 1.7 | 1.5 | 1.0 |
| Total | 106.2 | 59.7 | 51.7 |
Van Laere - Plantijn College Antwerp Rent-A-Port - Dinh Vu - Vietnam NMP - Antwerp-Kempen
A.A. Van Laere
Van Laere is a general contractor for large engineering projects.
Rent-A-Port develops port projects, based on its port-related and logistical know-how and experience.
NMP realizes and manages pipelines for the transport of industrial gases and products for the petrochemical industry.
Shareholding percentage AvH Shareholding percentage AvH Shareholding percentage AvH
AvH shareholding percentage
DEME experienced a strong 2014, with a high level of activity worldwide in the various sectors. The turnover (economic turnover, i.e. including the jointly controlled group companies on a proportional basis) increased compared with 2013, which was already a very active year (2,532 million euros), to 2,587 million euros, on which a net profit was realized of 169.0 million euros (2013: 109.1 million euros).
By controlling capital expenditure (net 145.6 million euros) and a favourable development of the working capital, DEME was able to reduce its net financial debt to 213 million euros at year-end 2014.
The impact of DEME's good results in AvH's consolidated financial statements is further reinforced from 2014 onwards by the increase in shareholding percentage from 50% to 60.40% following the acquisition of control over DEME/CFE at the end of 2013.
At the end of December 2014, the order book amounted to 2,420 million euros. New orders came in during 2014 from various sectors and parts of the world, such as the construction works for a new LNG terminal on the Yamal peninsula (Russia) and the deepening and widening of the Suez Canal (Egypt). Contracts were also awarded to the DEME group for the Gode Wind and Nordsee One wind farms (Germany). DEME announced some more new orders at the beginning of 2015 worth a total of 1.6 billion euros, including the large-scale Tuas project in Singapore.
DEME is one of the largest marine engineering companies in the world. In addition to its core activities of dredging and civil marine engineering, the group has developed complementary offshore activities in the area of renewable energy, oil and gas, soil and sludge remediation, and aggregate and mineral mining.
In Belgium, the two long-term maintenance dredging contracts were continued, more particularly in the Scheldt and the access channels to the Antwerp locks and in the port of Zeebrugge and the busy shipping lanes along the Belgian coast. DEME also carried out beach replenishment works in Wenduine, Middelkerke, Knokke-Heist and Ostend. One of the main projects in progress in the Benelux area is the 290 ha Waterdunen project in Breskens (the Netherlands), which is due for completion in 2015. This project combines coastal protection improvement, which has become a priority in view of rising sea levels, with the development of a new nature and recreational area. The group also won a design & build contract for coastal protection works in 7 locations on the Eastern and Western Scheldt, while work has begun for the design & build contract for the redevelopment of the Juliana Canal.
In mid-October, a consortium of Dredging International and Great Lakes Dredge & Dock Company (DI 75%) landed a high-profile contract for the Suez Canal Authority worth 540 million USD to deepen and widen the western section of the Suez Canal at Great Bitter Lake. In Italy, DEME was engaged on projects for a port extension in Livorno and dredging a new quay wall in Piombino. SIDRA, in a joint effort with DEME Environmental Contractors (DEC), carried out dredging works in Pescara. In Morocco, Dredging International was involved in works on the new port of Tanger. In Algeria, DEME started maintenance dredging works in Annaba.
In Germany, maintenance works were carried out along the Elbe (between Hamburg and Cuxhaven) and along the Rhine, and at the end of 2014 a major maintenance contract for the Weser was won. In France, Société de Dragage International (SDI) carried out deepening works on the Seine
Hay Point - Australia
Innovation - West of Duddon Sands - United Kingdom Uilenspiegel - Suez Canal - Egypt
(phase 2) for the port of Rouen. SDI recently also signed two contracts for the extension of Port Est and the construction of the Nouvelle Route du Littoral, both on Réunion Island in the Indian Ocean. In Lincshore (United Kingdom), the fifth campaign of the beach replenishment plan was completed.
In Russia, Mordraga was awarded a contract in 2014 to deepen the access channel and turning basin of the service port of the new LNG terminal on the Yamal Peninsula and the maritime canal in Ob Bay, 2,500 km northeast of Moscow. This port will serve state-of-the-art icebreaking LNG carriers. The dredging fleet arrived on site at the end of July, and the first phase of the works was finished in mid-October. In order to accommodate the special environmental sensitivities concerning the Arctic region, DEME formulated a detailed Environmental Management Plan for this project, and an Environmental Captain was on site to closely monitor and assess the situation.
In Singapore, the Jurong Island Westward Extension project for the Jurong Town Corporation made good progress in 2014. Those works include dredging 7 million m³, which will result in Jurong Island being 172 ha bigger by 2018. In Vietnam, Phase 2 of the Soai Rap Channel Dredging Project was officially opened on June 21, 2014, marking the successful completion of this project. DIAP further extended its network in the region by opening an office in Jakarta, Indonesia.
Two huge dredging projects – the Wheatstone LNG project in Onslow (Western Australia) and the Western Basin LNG project development in Gladstone (Queensland) – made Australia one of the prime regions for DEME. At the peak of those projects, more than 650 DEME employees were working in Australia. Dredging works for the Wheatstone LNG project – a greenfield LNG export port for offshore gas and its access channel – continued in 2014 and were completed at the beginning of 2015. DEME kept a very close watch on the environment by implementing an adaptive environmental management plan. The Gladstone project was finished successfully at the beginning of 2014. In Papua New Guinea, work continued to dredge up mine sediments from the OkTedi gold and copper mine of OTML in the Fly River.
2014 was a very busy year in Africa. One of the highlights was the successful completion of the extensive land reclamation for the EKO Atlantic project in Lagos (Nigeria). In the Democratic Republic of Congo, a PPP agreement was signed for a tenyear campaign of maintenance dredging works on the Congo River, which will start in 2015. Besides maintenance dredging works, a substantial amount of training will be given. In Ada (Ghana), DEME is constructing specially designed underwater breakwaters. The purpose of these coastal protection works is to remedy the massive erosion of the coastline. Work will continue in 2015. In 2014, DEME deepened the access and new dock of MSC in Lomé (Togo). In Guinea, dredging works started
in 2014 as part of the long-term maintenance contract in Conakry.
In the Middle East, two huge projects made 2014 a highly productive year. The New Port Project in Doha (Qatar) is one of DEME's biggest projects and is carried out through a joint venture, the Middle East Dredging Company (MEDCO). The works involve land reclamation for a naval base and an economic zone (total surface area of 20 km by 17 km), and dredging of a harbour basin and the access channel from the open sea. Here, too, environmental challenges are top of the agenda, requiring MEDCO to move certain plant species, such as seagrass, soft and hard corals, and a mangrove swamp. The naval base and the harbour basin were completed in 2014. For the SARB project in Abu Dhabi, MEDCO built two artificial energy islands off the coast for the development of the Satah Al Razboot offshore oil field. This project, commissioned by ADMA-OPCO (Abu Dhabi Marine Operating Company), was completed in January 2014. Negotiations with the customer about additional works as a result of deviations from the tender specifications could not be finalized yet.
International Seaport Dredging (ISD) conducted the maintenance campaigns of the ports of Dahmra and Kakinada (India), as well as the dredging works in the outer harbour of Vizakhapatnam. In the Maldives, it made a great comeback by being awarded the second phase of
the Hulhumalé land reclamation project, adding 244 hectares of land to this island. In Latin America, the dredging project in Porto Sudeste (Brazil), a private terminal for iron ore processing, is nearing completion. Here DEME dredged the turning basin and channel of the harbour in Sepetiba Bay. DEME also carried out maintenance dredging works at the entrance to the Miraflores locks on the Panama Canal.
2014 was another particularly busy year for the group in the European offshore wind energy market. GeoSea and Tideway finished their work on the Borkum Riffgrund 1 wind farm in Germany. Several companies of the group were also engaged on the Northwind wind farm off the Belgian coast. GeoSea was EPCI contractor (Engineering, Procurement, Construction, Installation) on that project and in charge of the design, delivery and installation of 73 monopiles, while Tideway installed the 72 infield cables. In 2014, GeoSea was also actively involved in the wind farm projects Baltic 2 (Germany) for EnBW Erneuerbare Energien GmbH, Westermost Rough (United Kingdom) for Dong Energy, and West of Duddon Sands (United Kingdom). Tideway completed the rock dumping works on the Gwynty-Mor offshore wind farm for RWE.
For the Gode Wind offshore wind farms, in the German Bight, Dong Energy awarded GeoSea the transport and installation contract for the foundations, while Tideway will carry out the erosion protection works. The works are due to start in April 2015. Tideway also signed a contract with ABB for the rock dumping works as part of the ENI/Goliath power line project off the Norwegian coast. This project will supply green energy in the form of hydropower from the coast to the Floating Production Storage Offshore Unit. At the end of 2013, GeoSea signed a new EPCI contract for the design, delivery and installation of the foundations for 15 wind turbines, and another contract for such installation for the Kentish Flats Extension offshore wind farm (United Kingdom) of Vattenfall. The works will begin in 2015. At the end of 2014, GeoSea was awarded a contract by RWE Innogy for the installation of monopiles for the Nordsee One wind farm (Germany).
Often several companies of the DEME group are deployed on large-scale energy projects, each of those companies focusing on their specific and complementary activities. For the Wheatstone LNG project (Australia), DEME not only took care of dredging, but carried out erosion protection works and laid pipelines as well. Also in 2014 the Hay Point Coal Terminal project in Western Australia was completed for the BHP-Mitsubishi Alliance, Tideway carried out rock dumping works for Statoil to protect pipelines on the Norwegian plateau, and DEME's fallpipe vessel Flintstone worked in China.
In July 2014, the company EverSea was set up, a subsidiary of GeoSea specializing in the installation and decommissioning of smaller offshore units. In mid-October 2014, GeoSea, DEME's marine engineering specialist, announced the acquisition (in 2015) of certain offshore activities of HOCHTIEF, including full ownership of the powerful jack-up vessel Innovation.
At the end of 2014, DEME ordered two new vessels to serve the offshore energy market. The jack-up vessel Apollo is being built in Croatia and will be deployed in the installation, maintenance, renovation and dismantling of platform facilities. The multipurpose vessel Living Stone is being built in Spain and will be used on transport and installation projects as well as for offshore installation of power lines. The two vessels will join DEME's fleet in 2017.
Scaldis Salvage & Marine Contractors (DEME 54%) was engaged on the IKA JZ Platform (Croatia), on Butendiek and Amrumbank West, on Baltic 2 (both in Germany), and also dismantled the Draugen SPAR buoy in Norway. A second crane vessel, Rambiz 4000, is currently under development and is expected to be operational in 2017.
Offshore & Wind Assistance (OWA) achieved a market breakthrough in 2014. The jack-up vessel Neptune had many orders for the replacement of large components on wind farms in Belgium, the United Kingdom and Germany. REBO (Renewable Energy Base Ostend) confirmed its status as OWA's hub with as many as seven Fast Crew & Transport Vessels operating simultaneously from this base.
2014 was a fairly busy year for DEC (DEME 75%), particularly in the Belgian domestic market where the soil and sludge recycling centres were working at full capacity. A sludge treatment contract was signed in 2014 with the company Waterwegen en Zeekanaal.
As part of the agreement that was signed in 2013 with Eandis, the Flemish electricity and gas grid operator, four polluted sites were remediated in 2014, while the other two sites will be remediated in 2015. A large-scale remediation project in Ghent city centre and the remediation of the Bekaert brownfield in Hemiksem were completed in 2014.
In the port of Antwerp, a joint venture involving DEC continues to operate Amoras, the large mechanical silt dewatering plant for dredged spoil, under a 15-year contract.
DEC also opened its first treatment plant outside the Benelux area north of Paris. In Sweden, DEC is about to complete the remediation of the Valdemarsviken fjord, a popular tourist destination.
DEME Building Materials (DBM) had its two stateof-the-art trailing suction hopper dredgers Charlemagne and Victor Horta continuously in operation. The London Gateway project was completed in the first half of 2014. In France, a joint venture involving DBM built a new treatment plant in Boulogne. The new Waasland lock in the port of Antwerp was also a major project for DBM, which supplied 1.3 million tonnes for the concrete of the new structure.
OceanflORE is a 50/50 joint venture between IHC Merwede and DEME which primarily provides deep-sea mining solutions. During 2014, OceanflORE investigated ways to extract iron-sand, diamonds, seafloor massive sulphides (SMS), manganese nodules and other rare minerals. Together with SDI, OceanflORE is pioneering the development of deep-sea mining, for which it is designing a special device, the Nodulier 2022. SDI and OceanflORE were recently shortlisted for an innovation grant from the French government for the development of this equipment.
DEME Concessions Infrastructure has a minority share in the second Coentunnel project in Amsterdam. This project was successfully launched in mid-2014 and entered the 24.5-year execution phase. In Congo, a PPP agreement was signed with Congolaise des Voies Maritimes for a tenyear concession agreement on the Congo River to ensure maritime access to the ports of Boma and Matadi.
In the field of renewable energy, Power@Sea (DEME 49%) and the other Otary shareholders hold three concessions for three Belgian offshore wind farm projects: Rentel, SeaStar and Mermaid, which together represent 900 MW.
DEME Blue Energy (DBE, DEME 70%) was primarily engaged on tidal energy projects in 2014. DBE and Irish licensing specialist DP Marine Energy are jointly developing two tidal energy projects in the United Kingdom. A team of specialists is also currently working on a groundbreaking scheme for an atoll-shaped artificial island off the Belgian coast, which will be used for renewable energy production and storage. The iLAND consortium, which includes DEME, has lodged a proposal for a concession.
Global Sea Mineral Resources (GSR, DEME Concessions 99%) and the International Seabed Authority signed a 15-year contract for prospecting and exploration for polymetallic nodules. Under the contract, GSR will have exclusive rights for exploration for polymetallic nodules over 76,728 square kilometres of the seabed in the eastern part of the Clarion Clipperton Zone of the Central Pacific Ocean.
Based on the order book and barring unforeseen circumstances, DEME expects to be able to maintain the results at a high level.
| (€ 1,000) | 2014 | 2013 | 2012 | |
|---|---|---|---|---|
| (1) | (2) | (2) | ||
| Turnover | 2,419,656 | 2,586,920 | 2,531,619 | 1,914,922 |
| EBITDA | 443,634 | 501,494 | 437,753 | 350,857 |
| EBIT | 223,524 | 259,067 | 216,498 | 140,419 |
| Net result (group share) | 168,991 | 168,991 | 109,082 | 89,400 |
| Net cash flow | 389,199 | 410,748 | 330,904 | 300,897 |
| Shareholders' equity (group share) | 986,736 | 986,736 | 847,701 | 773,739 |
| Net financial position | -126,841 | -212,792 | -711,297 | -741,869 |
| Balance sheet total | 2,901,499 | 3,132,733 | 2,920,483 | 2,725,443 |
| Order book (€ mio) | 2,420 | 3,049 | 3,317 | |
| Capex (€ mio) | 176 | 209 | 343 | |
| Personnel | 4,311 | 4,584 | 4,011 |
(1) Following the introduction of the new accounting standards IFRS10/IFRS11, group companies jointly controlled by DEME are accounted for using the equity method with effect from 1/1/2014.
(2) In this configuration, the group companies that are jointly controlled by DEME are still proportionally integrated. Although this is not in accordance with the new IFRS10 and IFRS11 accounting standards, it nevertheless gives a more complete picture of the operations and assets/liabilities of those companies. In the equity accounting as applied under (1), the contribution of the group companies is summarized under one single item on the balance sheet and in the income statement.
www.deme-group.com
From left to right: top: Pierre Potvliege, Martin Ockier, Harry Mommens, Lieven Durt, Bernard Paquot, Theo Van De Kerckhove, Pierre Catteau, Lucas Bols bottom: Christel Goetschalckx, Luc Vandenbulcke, Alain Bernard, Philip Hermans, Els Verbraecken, Tom Lenaerts, Eric Tancré, Dirk Poppe, Hugo Bouvy, Bart Verboomen
The turnover of CFE increased to 1,091 million euros (excluding the contributions of DEME and Rent-A-Port, which are shown elsewhere). CFE realized a 10.5% turnover increase to 1,073.3 million euros in its construction activities (incl. multitechnics, rail & road). Although there was an improvement in the net result, it still remained -14.5 million euros in the red owing to problems in Nigeria, Hungary, Algeria and a few sites in Belgium. The real estate development and concession activities made a positive contribution, but this was still insufficient to offset the losses in the Contracting division. After reduction of the amount for contingent liabilities provided for at the acquisition of control in 2013, CFE's contribution (excl. DEME and Rent-A-Port) to AvH's group result came to -3.4 million euros.
The order book (excl. DEME) decreased to 1,146 million euros, compared to 1,339 million euros at year-end 2013. This decrease should be seen in
Queen Elisabeth Music Chapel - Waterloo
CFE is a Belgian industrial group, listed on Euronext Brussels, active in four areas: Dredging and Marine Engineering, Contracting, Real Estate Development, and Public-Private Partnerships & Concessions. The group operates worldwide, primarily with its dredging and marine engineering works, which are carried out by DEME (CFE 100%).
light of an exceptionally high order book for buildings at year-end 2013 and is primarily the result of difficult market conditions in civil engineering and a decrease in the African order book as a result of the turnover realized in 2014 and the sale of a contract in Chad. CFE wants to limit its exposure on that country, considering the amount of receivables of which the recovery is a challenge for 2015.
CFE is working more than ever on its future growth by making use of the complementarity and internal synergy between its various entities. In that perspective, it was decided to set up a Contracting division, bringing together all activities connected with construction, multitechnics and rail infrastructure. The Real Estate Development activities will be grouped together in the same way, with BPI as parent company. Piet Dejonghe, a member of AvH's executive committee, was appointed as second managing director and put in charge of the Contracting division. Renaud Bentégeat continues to represent CFE in all external relations and oversees DEME, Rent-A-Port and the Real Estate Development activities, and also heads the operations of CFE International. This new organization should enable CFE to improve its profitability in a sustainable way.
The turnover of the Contracting division increased by 10.5% to 1,073 million euros as a result of several evolutions: decreased activity in civil engineering, an increase in the buildings division in the Benelux area, a high level of activity in Poland and Chad, but a decrease in Algeria and Hungary.
At the end of 2014, CFE announced the transfer of the road-building operations of Aannemingen Van Wellen, while the construction activities in the CFE group continue under the name Atro Bouw. This sale will result in a capital gain of approximately 10 million euros for CFE in 2015.
2014 was a good year for MBG and Atro Bouw, with a very high level of activity. The main projects in progress were the Red Cross building, completed in 2014, and the new AZ Sint-Maarten hospital (both in Mechelen). There was increased activity for BPC Brabant and Amart, with major projects such as the UP-site, the Queen Elisabeth Music Chapel, completed in 2014, and the Dockx Bruxsel shopping centre, a project in progress. BPC Brabant was awarded the Neo phase 1 project in the Heysel Park in partnership with co-developer BPI. CFE Brabant is continuing several projects and expects to return to profit in 2015 after a difficult 2014. For BPC Hainaut-Liège-Namur, the year was marked by a vigorous growth in activity and a well-filled order book for both private and public sector projects.
In the Grand Duchy of Luxembourg, CLE reported an increase in turnover. In Poland, CFE Polska recorded good results and completed several major projects. In Tunisia, Compagnie Tunisienne d'Entreprises (CTE), which was set up with a local partner, has already started on several major projects, while CFE Tunisie caters to international customers.
CFE International realizes two major projects in Nigeria, the Eko Energy Estate and Eko Tower II, while in Chad the construction of the Grand Hotel in N'Djamena was completed. In Sri Lanka, CFE International continued the water supply projects in
AZ Sint-Maarten - Mechelen Multitechnics - Lodelinsart
Kolonna and Balangoda. Finally, two projects were completed in Hungary, while in Algeria the head office of BNP is nearing completion.
On a shrinking Belgian market, MBG started renovation work on the Brussels-South wastewater treatment plant. GEKA completed the quay for the new LNG Terminal in Dunkirk. CFE Nederland continued or completed several projects, including the second Coentunnel in Amsterdam and the rail tunnel in Delft, in partnership with VMA.
VMA handled installations in the healthcare sector, the tertiary sector and the automation market. VMA West has refocused on its core business, electrical and electromechanical installations, and went through a year of transition. Vanderhoydoncks remains a firmly embedded local player in Limburg and will join up with Ariadne's activities in 2015. Nizet Entreprise reported buoyant business levels in the tertiary sector and is also involved in several international projects. Druart witnessed a similar level of activity as the previous year. Several large HVAC projects were completed, such as Charleroi police station. The company be.Maintenance has taken over the activities under the PPP concession contracts. At the end of a very positive 2014, ENGEMA started on or completed several projects for Infrabel and Louis Stevens & Co. As from 2014, the Flanders-based company Remacom has its own representation in Wallonia. ETEC continued its gradual recovery.
The sales efforts, which are primarily targeted at a residential market, were rewarded in 2014 with satisfactory results. In Belgium, BPI completed the high-profile projects Belview (Brussels) and Lichttoren (Antwerp), while construction and sales of the residential projects Solvay and Oosteroever are in progress. In Luxembourg, CLi continued the construction and commercialization of several residential projects. In Poland, BPI Polska completed two major projects: Wola Tarasy in Warsaw, and the second tower block of the 4 Oceans project in Gdansk. Several large projects will be initiated in 2015.
The three major projects that were completed in 2014 are now in the maintenance phase: the iconic Charleroi police station, the schools of the German-speaking Community in Eupen, and the Coentunnel in Amsterdam.
| (€ 1,000) | 2014(1) | 2013(1,2) | 2012(1,2) |
|---|---|---|---|
| Turnover | 3,510,548 | 2,267,257 | 1,898,302 |
| EBITDA | 479,485 | 213,221 | 199,140 |
| EBIT | 220,399 | 67,194(3) | 81,162 |
| Net result (group share) | 159,878 | 7,929(3) | 49,363 |
| Net result (group share) (incl. entries related to contribution DEME) |
-81,235 | ||
| Net cash flow | 418,607 | 190,275 | 184,365 |
| Shareholders' equity (group share) | 1,313,627 | 1,193,153 | 524,612 |
| Net financial position | -188,130 | -781,389 | -399,991 |
| Balance sheet total | 4,215,452 | 4,160,919 | 2,399,557 |
| Order book (€ mio) | 3,566 | 4,388 | 2,868 |
| Personnel | 8,021 | 8,310 | 5,773 |
(1) 2014: DEME 100%; 2013: results DEME 100%, balance sheet and order book DEME 50%; 2012: DEME 50% (2) These figures were not included in the income statement of AvH and are given for information only. (3) Before the specific entries relating to the capital increase and the contribution of 50% of the DEME shares by AvH
Recovery of the Contracting activities is expected to continue in 2015.
From left to right: Fabien De Jonge, Piet Dejonghe, Gabriel Marijsse, Frédéric Claes, Renaud Bentégeat, Yves Weyts, Patrick Verswijvel, Jacques Lefèvre
A.a. van laere
AvH shareholding percentage
After a low production level in 2013 due to bad weather at the beginning of that year, Algemene Aannemingen Van Laere was able to realize a strong growth in 2014 with positive results on most sites.
In view of the difficult market circumstances, the 37% turnover increase to 167 million euros (2013: 122 million euros) is a fine result. The net profit showed a positive trend too.
The consolidated order book at year-end 2014 amounted to 176 million euros.
Through targeted commercial work, Van Laere was able to substantially increase its turnover in 2014: with a net result of 2.3 million euros, the company performed very well. Van Laere has built up a solid reputation on the market with innovative, high-tech projects. Quality and confidence make for satisfied customers who want to work with Van Laere again on subsequent projects.
The most eye-catching project that Van Laere completed in 2014 was the building for the Brussels Department of Environment on the Tour&Taxis site in Brussels. It is Belgium's biggest passive office building with a BREEAM Excellent certificate.
Van Laere, in a joint venture, also started construction work on the Gateway office building for Codic-Immobel at Zaventem airport. Deloitte will move into the building in the summer of 2016.
In the healthcare sector, Van Laere came to prominence in recent years with several residential care centres for Anima Care. In 2014, the company continued in a joint venture to build a new Heilig-Hart hospital in Roeselare, and in the summer of 2015 the Wivina service flats in Groot-Bijgaarden will be completed.
diaries.
Since children and young people are the foundation stones for the future, Van Laere also launched into the building of schools. Van Laere is involved in the most successful joint venture in the 'Scholen van Morgen' (Schools of Tomorrow) programme of the Flemish government. In 2014, the joint venture already won 26 DBM (Design, Build and Maintain) contracts with a view to the completion of more than 70,000 m² of new and refurbished school buildings. Van Laere is also engaged in the construction of the Hardenvoort and Plantijn College campuses, and the foundation stone was laid for the Karel de Grote College, all in Antwerp.
Car parks and civil engineering also continue to receive attention. The projects in Berchem (bicycle parking facilities at the railway station) and Hoeilaart (GEN/RER projects) were completed. Work started on an underground car park on the Tour&Taxis site in Brussels.
In the area of high-rise residential buildings, construction work on a 172-apartment tower block in Evere continued; in the partnership with Vooruitzicht, new phases were started on the Regatta site in Antwerp, and the Hemixveer project was completed.
Van Laere is also becoming a valued partner in the manufacturing industry. On the BASF site in Antwerp, Van Laere has a long-term maintenance contract for structural works. In Leuven, work started in a joint venture for the construction of a new cleanroom for IMEC.
As regards PPP (Public-Private Partnership) projects, PMV (Participatiemaatschappij Vlaanderen) awarded the Design & Build project Imalso in Antwerp to Van Laere. This refurbishment and new construction project will start in the spring of 2015 and be ready for use by the Flemish government in 2016.
Van Laere looks ahead to 2015 with due optimism.
Algemene Aannemingen Van Laere is a multidisciplinary contractor group operating across Belgium, and is active in several niches through its subsi-
Thiran, a general contractor operating in the French-speaking part of Belgium, performed well in terms of turnover, increasing from 24 million euros in 2013 to 33 million euros in 2014.
Due to the higher turnover, pressure on execution sometimes became too great, resulting in certain loss-making projects. In view of this, the executive management will be reinforced in 2015, following an intensive recruitment programme in 2014. Nevertheless, with strong performance on other projects Thiran made a positive contribution to the group result. Like Van Laere, Thiran can show a well-filled order book for 2015.
This steel construction company, specializing in architectural steel structures, was adversely affected by the difficult market conditions in 2014. This meant that a new strategy needed to be mapped out, with Anmeco focusing more on collaboration with Van Laere and on a smaller number of product segments. This repositioning process will require further attention in 2015.
Bicycle parking facilities - Berchem railway station Brussels Department of Environment
This contractor specializing in restoration work achieved its target, despite a lower turnover. At the beginning of 2015, the offices and workshops were relocated to a larger building that was leased in Zedelgem, making the company ready for further growth.
Car park operator Alfa Park is active in a highly capital-intensive business, with start-up losses still weighing on the results. From an operational point of view, however, the company is making rapid progress, and preparations have begun for a PPP car park in Liège in the joint venture Galiliège. This car park is scheduled for completion at the beginning of 2018. A number of car park operation contracts have also been won.
www.vanlaere.be
With vigilance and monitoring, particularly as far as the subsidiaries are concerned, Van Laere, backed up by a well-filled order book, may look ahead to the future with due optimism.
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 166,861 | 122,267 | 161,200 |
| EBITDA | 4,989 | 4,336 | 4,048 |
| EBIT | 2,490 | 2,206 | 2,021 |
| Net result (group share) | 856 | 704 | 1,161 |
| Net cash flow | 3,352 | 2,834 | 3,188 |
| Shareholders' equity (group share) | 37,014 | 36,624 | 35,656 |
| Net financial position | 8,129 | 6,110 | 3,973 |
| Balance sheet total | 100,920 | 94,074 | 94,174 |
| Personnel | 460 | 463 | 500 |
From left to right: Geert De Kegel, Rudi De Winter, Jean Marie Kyndt, Veerle Vercruysse, Johan Vanhaleweyk, Natalie Verheyden
AvH shareholding percentage
Rent-A-Port Group develops greenfield port projects and port-linked industrial zones, based on its own port-related know-how and offshore experience. For Rent-A-Port, 2014 was an interesting and promising year of transition in terms of engineering contracts and port investments.
In the area of engineering, a number of important studies were initiated and/or successfully completed. In Nigeria, Rent-A-Port was awarded a contract by an industrial group for the study of five Single Point Mooring buoys for crude oil and refined products. For an important Qatari customer, Rent-A-Port continued to supervise new port installations and worked on feasibility studies for the opening of new stone quarries with specially designed loading and unloading facilities by the sea. In the area of port investments, Rent-A-Port and the Port of Antwerp are jointly involved in Consortium Antwerp Port NV and in CAP Industrial Land NV. Both these companies are active in Oman. In March 2014, the official concession agreement was initialled in Duqm for the management of the port and for co-investments and management of the adjoining industrial site.
Port of Duqm Company (50% CAP and 50% Omani government) will operate the port of Duqm for 30 years and, together with CAP Industrial Land, equip and operate 2,000 ha of industrial land. The construction of roads, sewerage and utilities is expected to begin in the short term.
Rent-A-Port's most important and most mature investment project is the large-scale project in Hai Phong (Vietnam), where the first Dinh Vu port project near the future deep-sea port of Lach Huyen has already been completed. Some major extensions have been negotiated with the Vietnamese authorities, which will bring the total area of industrial land to more than 2,000 ha. The project is currently in a transitional phase pending the completion of the protective dike and the 'Dinh Vu - Cat Hai' bridge. This project should be fully operational from 2017 onwards and contribute significantly to the result of Rent-A-Port.
In 2014, Rent-A-Port Energy focused primarily on the production of offshore wind energy and the start-up of new energy storage projects. In 2014, the Stevin high-voltage project was approved after years of uncertainty, thereby creating the necessary perspective for the further development of the three offshore wind projects in which Rent-A-Port Energy is involved (Rentel, Seastar and Mermaid). In the 'Stopcontact op Zee' (Plug at Sea) initiative, the individual wind farms worked together directly with Elia in 2014 with a view to a modular solution. In the area of energy storage, Rent-A-Port Energy conducted further analyses and studies in 2014 for a 20 MW project in the Belgian province of Luxembourg and for a project south of the port of Duqm (Oman).
Dinh Vu - Vietnam
| www.rentaport.be | (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|---|
| Turnover | 5,981 | 6,792 | 26,457 | |
| From left to right: Geert Dom, Marc Stordiau, | EBITDA | -2,173 | 7,531 | 11,725 |
| Lutgart Devillers, Marcel Van Bouwel, Valentijn Maussen EBIT Net result (group share) Net cash flow Shareholders' equity (group share) Net financial position Balance sheet total Personnel |
-2,208 | 5,196 | 11,561 | |
| 5,927 | 12,339 | 12,343 | ||
| 5,974 | 14,454 | 12,276 | ||
| 33,530 | 25,901 | 13,739 | ||
| -6,681 | 526 | -3,772 | ||
| 53,708 | 43,383 | 33,965 | ||
| 11 | 14 | 19 |
75%
AvH shareholding percentage
Nationale Maatschappij der Pijpleidingen (NMP - National Pipeline Company), originally set up by the Belgian State, specializes in the construction and management of pipelines for the transport of industrial gases and products for the petrochemical industry.
Pipelines constitute strategic, reliable, safe and environmentally friendly supply lines for the petrochemical industry and are vital to that industry's presence in Belgium. NMP contributes towards this as manager of a 700 km network of pipelines. In order to carry out this management in the best possible way, NMP has implemented a comprehensive safety management system and makes extensive use of its geographical information system. NMP is also closely involved in discussions on a review of safety regulations relating to pipeline transportation of gases and other products.
NMP and Praxair successfully concluded negotiations to continue their joint venture within Nitraco (existing joint venture between NMP and Praxair). As part of this agreement, NMP oversees the operation of the Nitraco and Praxair pipelines.
In 2014, Nitraco began construction work on a
Antwerp-Kempen pipeline
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 13,641 | 13,870 | 15,929 |
| EBITDA | 5,444 | 4,978 | 3,539 |
| EBIT | 3,145 | 2,718 | 1,698 |
| Net result (group share) | 2,294 | 2,028 | 1,395 |
| Net cash flow | 4,593 | 4,288 | 3,236 |
| Shareholders' equity (group share) | 28,204 | 27,516 | 26,794 |
| Net financial position | 17,218 | 13,465 | 13,403 |
| Balance sheet total | 43,984 | 44,360 | 43,760 |
| Personnel | 5 | 5 | 5 |
new oxygen pipeline between the existing Praxair plant in Zwijndrecht and a still-to-be-built plant in Lillo. The pipeline along Scheldelaan that was acquired in 2013 will be integrated into this project. In 2014, Nitraco also brought an oxygen pipeline into service to supply Ducatt in Lommel, and started up a project to extend the existing Lommel-Beringen nitrogen pipeline to the Ineos Chlor Vinyls site in Tessenderlo. Additional extensions of the existing nitrogen network in the Antwerp port area are also about to start.
Negotiations are in progress for several projects that may be carried out in the medium term.
The result for financial year 2014 is in line with expectations. A similar result is projected for 2015.
From left to right: Gert Van de Weghe, Roger De Potter, Guy De Schrijver
In the banking segment, both Bank J.Van Breda & Co (+12.5%) and Delen Investments (+6.3%) continued the trend of increasing results in 2014 and jointly contributed 91.6 million euros to the group result.
Delen Private Bank - Antwerp Delen Private Bank - Ghent
Delen Investments (Delen Private Bank and JM Finn & Co) is specialised in asset management and patrimonial advice for a wide range of mainly private clients.
Shareholding percentage AvH
Contribution to the AvH consolidated net result
| (€ million) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Finaxis - Promofi | -0.6 | -0.4 | -0.2 |
| Delen Investments | 63.6 | 59.9 | 49.3 |
| Bank J.Van Breda & Co | 28.0 | 24.8 | 21.9 |
| ASCO-BDM | 0.4 | 0.2 | 0.5 |
| Total | 91.4 | 84.5 | 71.5 |
Bank J.Van Breda & C° - Antwerp ASCO-BDM
Bank J.Van Breda & C° is a specialised advisory bank focusing exclusively on entrepreneurs and liberal professionals.
The insurance group ASCO-BDM focuses on marine and industrial insurance via brokers.
Shareholding percentage AvH Shareholding percentage AvH
Shareholding percentage AvH
The assets under management of the Delen Investments group attained a record high of 32,866 million euros at year-end 2014. Both Delen Private Bank and JM Finn & Co contributed to this 11.3% increase (year-end 2013: 29,536 million euros).
The vigorous growth at Delen Private Bank, where the assets under management increased from 20,210 million euros (2013) to 22,808 million euros (2014), is the result of a positive impact of the increasing value of the client assets under management and of a substantial organic net growth in terms of both existing and new private clients. The constant inflow of assets, to which all Belgian branches contribute, testifies to the confidence that clients have in Delen Private Bank, and confirms its prominent position in discretionary asset management in Belgium. The prudent investment strategy and the dynamic, long-term oriented management model continue to prove their added value.
The UK asset manager JM Finn & Co (Delen Investments 74%) also reported an increase in assets under management, from 9,326 million euros (7,775 million £) at year-end 2013 to 10,058 million euros (7,834 million £) at year-end 2014. The impact of the volatile financial markets in the United Kingdom on the client portfolios was limited, while the increase in value of pound sterling had a significant positive effect.
The gross revenues of the Delen Investments group increased to 278.5 million euros, in which the share of JM Finn & Co amounted to 75.5 million euros. Compared with the previous financial year, the group's gross revenues increased by 9.1% (8.2% excluding JM Finn & Co), primarily due to the higher level of assets under manage-
Delen Investments Comm. VA specializes in asset management and general financial advice for a wide range of mainly private clients. The Delen Investments group, which has grown into a well-established name in Belgium (Delen Private Bank) and in the United Kingdom (JM Finn & Co), had a total of 32,866 million euros under management at year-end 2014.
ment. The operating costs increased by 9.1% (10.0% excluding JM Finn & Co). At Delen Private Bank, the increased costs are primarily the result of the necessary recruitment of commercial staff to support the growing activity. At year-end 2014, the group had 563 employees (FTE), of whom 268 at Delen Private Bank and 295 at JM Finn & Co. The constant investment in buildings and IT also led to higher depreciation costs. At JM Finn & Co, the increased costs are primarily the result of higher labour costs for the investment managers and the recruitment of staff in the audit departments. The cost-income ratio was highly competitive at 55.0% (only 43.5% for Delen Private Bank, 82.7% for JM Finn & Co) and remained in line with the previous year (54.8%). The net profit increased in 2014 to 80.8 million euros (compared with 76.0 million euros in 2013). The contribution of JM Finn & Co to the net result of the group was 6.4 million euros (after depreciation of the activated client base and 26% minority interests of 2.5 million euros).
The consolidated equity of Delen Investments stood at 517.4 million euros as at December 31, 2014 (compared with 464.1 million euros as at December 31, 2013), and already takes into account the option of the JM Finn & Co management to sell the remaining shares (valued at 37.4 million euros) to the Delen Investments group in the future. The group's Core Tier1 capital (taking into account the intangible assets of 244.7 million euros, of which 52.6 million euros is from clients of JM Finn & Co) amounted to 237.9 million euros at the year-end (compared with 190.3 million euros at year-end 2013). The Delen Investments group is more than adequately capitalized and amply satisfies the Basel II and Basel III criteria with respect to equity. The Core Tier1 capital ratio of 27.8% is well above the industry average and takes into account the long-term commitment to buy out minority shareholders in JM Finn & Co. Delen Investments has a sound and easily understood balance sheet. Cash and cash equivalents continue to be invested conservatively with the National Bank of Belgium, in high-quality government bonds (no PIIGS exposure), in high-quality shortterm commercial paper from blue-chip companies, or in short-term deposits with highly respected banks. The impact of the Basel III requirements is
Delen Private Bank - Brussels Delen Private Bank - Brussels
Delen Private Bank - Brussels
Paul De Winter and Jacques Delen Delen Private Bank - Ghent
limited for Delen Investments, as its capital consists exclusively of Core Tier1 capital, its portfolio is invested conservatively, and the group's ratios already exceed the present and future requirements by a comfortable margin. The return on (average) equity was a highly satisfactory 16.5%.
Paul De Winter succeeded Jacques Delen as chairman of the executive committee of Delen Private Bank with effect from July 1, 2014. Jacques Delen remains active in the group and exchanged his position as CEO for that of chairman of the board of directors.
2014 was a year of economic upheaval and disappointment, but also of solid recovery in the United States. With a recovery shortly before the yearend, the financial markets ultimately held out well. In 2014, Delen Private Bank applied its traditional investment principles to let the assets of its clients, to the extent of their risk profile, benefit from the opportunities in the markets. In a volatile market environment, the bank recorded very satisfactory results and always kept the risks limited, especially if they gave insufficient return. At JM Finn & Co, the client portfolios, with on average a greater weight of shares, evolved favourably despite the difficult market conditions in the Anglo-Saxon countries.
At the beginning of 2014, Delen Private Bank continued reducing the cash and bonds positions in the client portfolios in discretionary management in favour of shares. Due to the high valuation, exposure to the USA was relatively low compared with other regions. For the bonds part of the portfolios, Delen Private Bank continued to opt primarily for short-term investments in solid countries
and businesses, but with a more dynamic contribution through investments in perpetual bonds. For the purpose of better diversification, investing in strong currencies outside the euro zone has been policy for several years now. In 2014, Delen Private Bank recorded a very satisfactory performance in a volatile environment, although it was unable to take full advantage of certain opportunities such as the strong performance of US shares and of long-term bonds of riskier issuers. Delen Private Bank, however, stands by its philosophy of prudent investment and is confident that this approach will continue to make the difference in the long term. JM Finn & Co, which because of a greater exposure to Anglo-Saxon shares needed the skills of its asset managers to record a positive result in volatile markets, also firmly believes in the benefits of further diversification and gaining greater knowledge of bond markets in order to cater to clients with lower risk profiles.
In 2014, Delen Private Bank continued with its strategy of optimizing the quality and efficiency of its asset management by, as before, striving for an ever bigger share of management mandates. At year-end 2014, 74% (16,878 million euros) of the assets entrusted to Delen Private Bank were being managed through direct discretionary management or through its own financial BEVEKs (open-ended investment trusts). This now represents more than 17,000 management mandates. Delen Private Bank continues, even in a prominent position, to gain market share in the Belgian private banking market as a result in part of the strong growth in new private assets.
The development of the local establishment of the bank is bearing fruit, with more than three quarters of net capital inflows coming through the branches, rather than through the head office in Antwerp. This encourages Delen Private Bank to carry on investing in staff and infrastructure in order to receive and serve its clients even better. The opening of the renovated offices in Brussels and Ghent in 2013 was successful and created a new dynamic. Further investments are being carried out in Liège and Hasselt, and are planned in West Flanders and Antwerp.
Through its 39 offices, Bank J.Van Breda & C° again contributed substantially to the result of Delen Private Bank. At December 31, 2014, Delen Private Bank was managing 3,603 million euros for clients introduced through the network of Bank J.Van Breda & C°. In addition, Delen Private Bank takes care of the securities administration for Bank J.Van Breda & C° (609 million euros). Bank J.Van Breda & C° thus represents approximately 18% of the total assets managed by Delen Private Bank.
Delen Private Bank - Brafa
The acquisition of 73.49% of the London-based asset manager JM Finn & Co Ltd in 2011 was an important step for the Delen Investments group. At year-end 2014, JM Finn & Co had 10,058 million euros (7,834 million £) assets under management, of which 65% under discretionary management. The increase in assets under management and in the share of discretionary management in relation to year-end 2013 confirms JM Finn & Co is a healthy firm with growth potential. JM Finn & Co's position in the attractive UK onshore asset management market, combined with the skill and experience of Delen Private Bank, should enable JM Finn & Co to continue expanding and to become a prominent player in the British asset management market.
2014 was another busy year for JM Finn & Co in operational terms: exploring the possibilities of the software system, taking important initiatives to meet the tightened compliance environment, improving the efficiency of the organization, and further developing the partnership with Delen Private Bank. Centralizing the production of portfolio statements is one of several steps taken by JM Finn & Co to reduce the workload of asset managers, giving them more time to serve new and existing clients. The executive committee of JM Finn & Co continues to ensure that the strategic initiatives and priorities are steadily implemented with success, so that JM Finn & Co can carry on developing into a more efficient and modern asset manager, without impairing the relationship of trust between asset managers and clients. Delen Investments fully supports JM Finn & Co in the challenge of coupling a successful growth strategy with the necessary profit improvement.
Delen Private Bank and JM Finn & Co will continue to dedicate their efforts to attract new capital, with a focus on regions where their brand recognition is on the rise. The new employees who joined in 2014 in Belgium and the UK to support the growth will contribute to these efforts. The further impact of the increase in assets under management on the financial results of the Delen Investments group will emerge in 2015.
Along with the successful implementation of the strategic initiatives to strengthen the JM Finn & Co model, the Delen Investments group will also assess external growth opportunities. The group is convinced that its business model, which is developing at a steady pace in Belgium, can also be applied in other markets where the group has a presence.
Delen Private Bank - from left to right: top: Alexandre Delen, Bernard Woronoff, Christian Callens, Eric Lechien, Arnaud van Doosselaere bottom: Filips De Ferm, Paul De Winter, René Havaux
JM Finn & Co - from left to right: top: Paul De Winter, Hugo Bedford, Gregory Swolfs, Charles Beck, Eric Lechien bottom: Simon Temple Pederson, Jacques Delen, James Edgedale, Steven Sussman, Paul Dyas
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Gross revenues | 278,546 | 255,211 | 214,836 |
| Net result (group share) | 80,825 | 76,033 | 62,617 |
| Net cash flow | 96,837 | 89,992 | 73,752 |
| Shareholders' equity (group share) | 517,390 | 464,072 | 414,513 |
| Assets under management | 32,866,141 | 29,535,684 | 25,855,182 |
| Cost-income ratio | 55.0% | 54.8% | 55.2% |
| Return on equity | 16.5% | 17.3% | 16.1% |
| Core Tier1 capital ratio(1) | 27.8% | 25.3% | 23.1% |
| Personnel (FTE) | 563 | 552 | 551 |
(1) Core Tier1 = solvency ratio.
Bank J.Van Breda & C° is a specialized advisory bank focusing exclusively on entrepreneurs and liberal professionals, for both their private and professional needs, and with a specific focus on asset accumulation.
2014 was another successful year for Bank J.Van Breda & C°. Client assets increased by 1 billion euros (+11%) topping 10 billion euros. This commercial success is reflected in a consolidated net profit of 35.5 million euros, which is a 13% increase on 2013, and this despite a challenging market environment. The strong financial results of Bank J.Van Breda & C° and the contribution of subsidiary ABK bank both contributed to this result. The equity (group share) increased from 448 million euros to 475 million euros, while the liquidity and solvency position remained extremely healthy.
Dirk Wouters succeeded Carlo Henriksen as chairman of the executive committee of Bank J.Van Breda & Co with effect from April 1, 2014.
The consolidated bank product increased to 119.4 million euros in 2014.
The 3% increase in costs to 71 million euros is due to a further rise in the bank tax (69% of the increase), the development of brand recognition, and increased investments in IT applications and accommodation.
Bank J.Van Breda & C°:
investing in new or renovated offices. In 2014, the Liège, Mechelen and Grimbergen branches were relocated to new premises, while ABK bank moved into new offices in Turnhout and Mechelen.
With a cost-income ratio of 60% (2013: 59%), Bank J.Van Breda & C° remains one of the best performing Belgian banks.
Entrusted funds
The bank's sustainable prudent approach and the high client satisfaction resulted in a further growth of the commercial volumes. Total client assets increased in 2014 by 1 billion euros to 10.0 billion euros (+11%), of which 3.8 billion euros were client deposits (+4%) and 6.2 billion euros entrusted funds (+16%).
Bank J.Van Breda & C° - Antwerp
Bank J.Van Breda & C° - Antwerp Bank J.Van Breda & C° - Antwerp
At year-end 2014, Delen Private Bank managed 3.6 billion euros for clients of Bank J.Van Breda & C° and ABK bank (compared with 3.0 billion euros in 2013, +18%).
Insurance investments increased to a volume of 1.6 billion euros (+4%), while outstanding reserves in tax-friendly insurance products increased by 24% to more than 435 million euros. The capital invested in investment funds increased to 566 million euros (+36%).
In 2014, private lending increased further to 3.6 billion euros (+5%), while provisions for loan losses remained exceptionally low (0.01% of the average credit portfolio). Lending to entrepreneurs and liberal professionals is based on a long-term relationship, which means that lending remains possible for well-considered, cautious investment and growth projects, even in a difficult financial and economic environment.
Bank J.Van Breda & C° wants to be sure at all times that the bank satisfies the regulatory requirements and maintains a capitalization level that amply covers the risks that are taken. This means that there must be sufficient equity to absorb any setbacks caused by loan losses, so that client savings deposits do not come under threat at any time.
The equity (group share) increased in 2014 from 448 million euros to 475 million euros and, as in previous years, was not adversely affected by impairments on financial instruments. Bank J.Van Breda & C° finances its investment portfolio and lending exclusively from equity and client deposits. Of the client deposits attracted by the bank, 95% is used for loans to local entrepreneurs and liberal professionals. In addition, the bank has an investment portfolio which it keeps as a liquidity buffer, with a risk profile that is deliberately kept very low. As at 31/12/2014, the consolidated investment portfolio contained only 1% shares, 16% financial and corporate bonds and commercial paper, and 83% government bonds issued by European institutions, Germany, the Netherlands, Belgium, Austria, Sweden and Finland.
The increase in equity solidifies the bank's position to sustain its steady growth on a sound financial footing, even in unforeseen market conditions. Bank J.Van Breda & C° already amply satisfies all the tightened solvency criteria for the future. As from 2014, solvency ratios are calculated according to the Basel III guidelines.
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Bank product | 119,377 | 117,716 | 113,908 |
| Net result (group share) | 35,494 | 31,546 | 27,739 |
| Shareholders' equity (group share) | 474,981 | 447,907 | 427,267 |
| Balance sheet total | 4,487,430 | 4,410,294 | 3,992,765 |
| Client assets | 10,018,353 | 9,017,851 | 8,010,401 |
| Private loans | 3,639,208 | 3,455,495 | 3,306,419 |
| Net loan loss provision | 0.01% | 0.04% | 0.08% |
| Cost-income ratio | 59.7% | 58.9% | 58.3% |
| Return on equity | 7.7% | 7.2% | 6.7% |
| Core Tier1 capital ratio | 14.9% | 13.7% | 14.2% |
| Solvency ratio (RAR) | 16.8% | 15.6% | 16.4% |
| Personnel | 459 | 466 | 465 |
Bank J.Van Breda & C° - Antwerp
risk volume. That ratio increased from 13.7% in 2013 to 14.9% in 2014, whereas the minimum requirement currently stands at 4%.
• Solvency, expressed as equity to assets, stood at 9.5%, well above the 3% which the regulators want to introduce by 2018.
Since its takeover in 2011, ABK bank (Bank J.Van Breda & C° 99.9%) has repositioned itself as an asset manager for executives. In 2014, progress was made primarily in the area of image building and prospecting. The Turnhout and Mechelen branches moved into new offices, so the whole network of branches is now accommodated in modern, comfortable buildings.
As at December 31, 2014, the clients had entrusted 297 million euros worth of deposits to ABK bank, which is 9 million euros less than in 2013. The credit portfolio decreased by 25 million euros to 164 million euros. Although there was a greater inflow of new client assets compared with 2013, it is still insufficient to make up for the loss of noncore clients and credit clients with no interest in or capacity for asset management. As ABK bank has taken the opportunity to exit from the Beroepskrediet network, inactive partners can be excluded, or exiting partners can now be remunerated at carrying value rather than at the much lower nominal value. As a result, at year-end 2013 the interest of Bank J.Van Breda & C° in ABK bank increased from 91.8% to 99.9%, so that as from 2014 almost the entire result of ABK bank can be credited to Bank J.Van Breda & C°.
ABK bank and Van Breda Car Finance merged in 2014. As a division of ABK bank, Van Breda Car Finance continues to be active throughout Belgium in the sector of car finance and financial car leasing. Despite a difficult market environment and stiff price competition, Van Breda Car Finance prioritized profitability over volume. Although as a result the portfolio decreased by 4% to 287 million euros, the net impairments on loans remained exceptionally low here, too.
Based on the good financial performance in the past few years, Bank J.Van Breda & C° is well equipped to face a financial and economic environment that could very well remain highly challenging for a long time to come.
Although the evolution of the net profit is difficult to predict, the bank expects, barring unforeseen circumstances, to achieve another decent performance in 2015, for several reasons:
The board of directors' confidence in the longterm potential of the bank's strategy has been substantially boosted since the onset of the financial and economic crisis. The strong development of the commercial results in the core activity of asset management for entrepreneurs and self-employed professionals speaks for itself. Van Breda Car Finance remains a highly valued player with an attractive market position, while the results of the new strategy within ABK bank are encouraging. Even if 2015 promises to be a challenging year, those successes and the very sound position of the bank constitute a solid basis for a long-term financial growth.
From left to right: Dirk Wouters, Marc Wijnants, Peter Devlies, Vic Pourbaix
Shareholding percentage AvH
The insurance group ASCO-BDM provides marine and industrial insurance via brokers. BDM is an insurance underwriting agency offering risk coverage in niche markets. By collaborating closely, BDM enjoys a substantial underwriting capacity and ASCO can take advantage of a powerful commercial instrument.
BDM offers risk coverage on behalf of the insurer ASCO and a number of major international insurers. In 2014 it focused on the development of niche products in both Property & Casualty and Marine through a network of large provincial insurance brokers. The technical quality of the insurance portfolio was further improved, particularly in Marine. The resulting reorganizations were completed in the spring of 2014 and inevitably had a negative impact on premium receipts. The overall premium volume decreased from 65 million euros in 2013 to 60 million euros in 2014.
The Property & Casualty segment reported further growth in the niche products. Due to the loss of certain large and less profitable contracts in other divisions, the increase in the overall Property & Casualty portfolio amounted to only 1%. In the Marine segment, the Protection & Indemnity and Pleasure Cruising portfolios continued the growth trend of previous years. The Cargo division reported a marked decrease in premiums as a result of radical reorganizations in major commodity contracts.
Despite a substantial decrease in costs, but taking into account certain extraordinary charges, the net result of 0.2 million euros was significantly lower than in 2013.
The reorganizations at BDM paid off for ASCO with a strong improvement in insurance result.
In the Fire and Car divisions, ASCO, like other insurers, was affected by the hailstorm damage of June 2014. The resulting cost, however, was offset by an improvement in the technical results of Marine and a further decrease in reinsurance costs. Combined with favourable financial results, ASCO recorded a net profit of 0.6 million euros in 2014, compared with a loss of 0.5 million euros in 2013.
In 2014, ASCO continued preparations for the implementation of the Solvency II Directive, which
ASCO-BDM
includes determining the amount of equity required. In 2015, full preparations will be made for the practical implementation of the third pillar of Solvency II, which focuses on disclosure and transparency requirements.
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| BDM | |||
| Premiums earned | 60,217 | 65,421 | 67,374 |
| Operating results | 6,753 | 7,945 | 7,911 |
| Net result (group share) | 202 | 797 | 646 |
| Shareholders' equity (group share) | 5,437 | 5,748 | 5,413 |
| ASCO | |||
| Gross premiums | 29,260 | 29,505 | 28,609 |
| Net result (group share) | 577 | -451 | 318 |
| Shareholders' equity (group share) | 10,352 | 9,760 | 10,172 |
| Personnel | 68 | 67 | 68 |
www.bdmantwerp.be
www.ascocontinentale.be
From left to right: Luc De Backer, Bart Dewulf, Wilfried Van Gompel, Michel de Lophem, Jos Gielen, Sofie Lins
Extensa - Tour&Taxis - Brussels Extensa - Cloche d'Or - Luxembourg (artist's impression)
The contribution of the real estate and services segment turned out slightly lower than in 2013. Leasinvest Real Estate ended 2014 with a result of 32.6 million euros, a substantial increase (+21%) on 2013.
Extensa is a real estate developer focused on residential and mixed projects in Belgium and the Grand Duchy of Luxembourg.
Shareholding percentage AvH
Contribution to the AvH consolidated net result
| (€ million) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Extensa | 3.4 | 4.5 | -5.3 |
| Leasinvest Real Estate | 10.3 | 8.7 | 6.5 |
| Groupe Financière Duval | 0.5 | 2.0 | 1.8 |
| Anima Care | 0.5 | 0.6 | 0.6 |
| Total | 14.7 | 15.8 | 3.6 |
The listed company LRE manages real estate in retail, offices and logistics buildings in the Grand Duchy of Luxembourg, Belgium and Switzerland.
LRE - Littoral park Etoy - Switzerland Groupe Financière Duval - CFA - Helio7 - Lyon © Anima Care - Zonnesteen - Zemst
Groupe Financière Duval is a multidisciplinary real estate group in France with activities in promotion and construction, tourism and golf.
Anima Care focuses on the upmarket segment of accommodation and care for the elderly in Belgium.
Shareholding percentage AvH Shareholding percentage AvH Shareholding percentage AvH
Shareholding percentage AvH
Extensa is a real estate developer focused on residential and mixed projects in Belgium and the Grand Duchy of Luxembourg.
The net result of the real estate development activities of Extensa Group (without the contribution of the 30% stake in Leasinvest Real Estate) for the 2014 financial year amounted to 3.4 million euros, a slight decrease compared with 4.5 million euros in 2013.
The balance sheet total increased from 267 million euros at year-end 2013 to 331 million euros at year-end 2014, primarily as a result of the acquisition of a large building lot for a residential development in the Grand Duchy of Luxembourg. The equity increased to 135.3 million euros, compared with 125.1 million euros at year-end 2013.
The two major urban development projects in which Extensa is involved (Tour&Taxis and Cloche d'Or) both made substantial progress in 2014.
On the Tour&Taxis site in Brussels (2014: Extensa 50%; as from 2015: Extensa 100%), the office building (16,725 m²) was delivered to the Department of Environment of the Brussels-Capital Region, which has signed a long-term lease on the building. This passive building was designed by Cepezed Architecten (the Netherlands) and received much media attention for its special shape. The company that realized this project was sold to insurance company Integrale at the beginning of July. This transaction contributed 4.6 million euros to Extensa's result for 2014, while the over-
Cloche d'Or - Luxembourg (artist's impression)
all result on this project was recognized over the years 2012 to 2014 according to the 'percentage of completion' method.
In May 2014, the 'Meander' project (48,096 m² office space), also on the Tour&Taxis site, was selected by the Flemish government as the future location for a Flemish Administrative Centre. An action for annulment was brought against this award decision before the Council of State, but was dismissed on all counts. The 'Meander' was designed by architects Neutelings Riedijk and will also be highly energy-efficient. Construction work is due to begin in 2015.
Progress was also made with the construction of a new public car park under the square between the Royal Warehouse and the Sheds. For the first phase of the new park, which will extend to 10 hectares in total, the infrastructure and foundation works were carried out and trees were planted. For practical reasons, the start of construction works on the apartments already granted permits was postponed to 2015. Meanwhile, it is hoped that the special zoning plan for the whole site can be finalized shortly in constructive consultation with the Brussels authorities.
In the context of the Cloche d'Or project, Grossfeld PAP (Extensa 50%) has purchase options on very well located sites in the south of Luxembourg City. The large-scale infrastructure works to prepare the site for the high-profile development programme were started by Luxembourg City in 2013. In the course of the financial year, the development rights over a building lot earmarked for the construction of a regional shopping centre were transferred to a development company controlled by Immochan (Auchan group). This sale took place subject to planning permission being obtained (by the end of 2015), and has no impact on the 2014 result. Extensa Group also
In November 2014, Grossfeld PAP signed a long-term lease with Deloitte Luxembourg for a 30,000 m² office building that has yet to be erected on this site. Construction work is due to begin in 2015.
Since there are other definite projects awaiting signature in 2015, there is good reason to hope that Cloche d'Or will develop successfully and make a recurrent contribution to the results in the next few years.
All buildings in the 'Cederpark' project in Hasselt have been completed. Only a few houses are left for sale. Of the building lots, 26 were sold to local developers, and takers for the rest will probably be found in 2015.
The 'De Lange Velden' project in Wondelgem (500 residential units), of which construction began in 2008, is completely sold out.
In the inner-city project 'De Munt' in Roeselare (Extensa 50%), the fourth and last phase of the 145 apartments in total is under construction. Phases 1 and 2 are sold out, leaving 52 apartments in phases 3 and 4 still for sale. The end of the construction works and the completion of the surrounding works will help the commercialization of the shops on the ground floor.
Various development projects are going through the administrative procedures for enforceable building permits. In Flanders, projects in Kontich, Edegem, Schilde, Wuustwezel, Kapellen, Brasschaat and Leuven are under investigation. In Wallonia, the outcome for the projects in Wavre, La Hulpe and Tubize looks favourable. Extensa has also been selected for two PPP projects in Roeselare and Zoutleeuw.
81
Brussels Department of Environment
De Meander - Brussels (artist's impression) Bomonti - Istanbul
In Trnava, Slovakia, Top Development (Extensa 50%) successfully opened the first phase (7,730 m²) of a retail park. The feasibility of a second phase is being examined.
In light of market conditions, no definite projects could be developed yet on the Romanian land positions (Bucharest, Arad).
Given that the property market in Istanbul was adversely affected by political unrest and a further depreciation of the Turkish lira, Extensa continues has adopted a wait-and-see attitude.
In 2014, Extensa recorded 3 million euros worth of impairments on its Romanian real estate positions.
The Royal Warehouse of Tour&Taxis (2014: Extensa 50%; as from 2015: Extensa 100%) remained the principal asset in the portfolio and was able to sustain the slight upward trend in rents and the excellent occupancy rate, despite the inconvenience from the surrounding works that were carried out in 2014. No special changes occurred in the further contracting real estate lease portfolio.
The office and residential transactions that were concluded or initiated in 2014 will contribute significantly to the results of the coming years in line with the timing of the actual construction and commercialization of the projects concerned.
On January 16, 2015, Extensa Group acquired full control over the companies that own the Tour&Taxis site in Brussels through the acquisition of the remaining 50% of shares from its joint venture partners IRET and Royal Property Group. Extensa expects that the recognition of this transaction in 2015 will have a positive impact of approximately 40 million euros on the result.
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Balance sheet | |||
| Real estate investments & leasings | 45.5 | 41.9 | 42.0 |
| Land development | 16.5 | 16.2 | 15.2 |
| Real estate projects | 150.9 | 81.7 | 74.8 |
| Leasinvest Real Estate (LRE)(1) | 98.4 | 98.1 | 74.9 |
| Other assets | 20.0 | 29.1 | 33.9 |
| Total assets | 331.3 | 267.0 | 240.8 |
| Shareholders' equity (group share) | 135.3 | 125.1 | 107.9 |
| Minority interests | 2.2 | 0.0 | 0.0 |
| Financial debt(2) | 166.2 | 125.9 | 114.5 |
| Other liabilities | 27.6 | 16.0 | 18.4 |
| Total liabilities | 331.3 | 267.0 | 240.8 |
(1) Number of shares: 1,444,754 (29.3%); shares through AvH: 37,211 (2) Net financial debt: € 154.7 mio (2014), € 112.6 mio (2013), € 94.4 mio (2012)
From left to right: Laurent Jacquemart, Ward Van Gorp, Kris Verhellen
Shareholding percentage AvH
Leasinvest Real Estate (LRE) is a public regulated real estate company active in three markets (retail, offices and logistics) and in three countries (the Grand Duchy of Luxembourg, Belgium and Switzerland).
The economic situation remained difficult in 2014 and this will probably be no different in 2015. In the office market in Belgium rental volume was higher than in 2013, with rents decreasing and the vacancy rate remaining stable at around 10.3%. The rental volume in the retail market still showed a very positive trend, but decreased in the logistics market. In the Grand Duchy of Luxembourg, where LRE has been the prime foreign property investor since 2013, office rental volumes in 2014 were similar to 2013, whereas retail improved. The retail market in Switzerland showed a positive trend.
LRE continued its strategic reorientation towards more retail and less office space, and its geographical diversification. 2014 was an excellent year in terms of rental income, due to the full impact of the major retail investments at the end of 2013 (Knauf Pommerloch and Hornbach), and the addition of Switzerland as third country (beginning of November 2014) with the acquisition of some very well located retail properties. Switzerland is a politically stable country with AAA rating and a healthy economy with low unemployment, high per capita GNP, and a steady growth.
At year-end 2014, the fair value of the consolidated real estate portfolio, including project developments, amounted to 756 million euros (compared with 718 million euros as at 31/12/2013). The 5.3% increase is primarily the result of the acquisition in Switzerland. The overall real estate portfolio comprises 45% retail (2013: 40%), 35% offices (2013: 37%), and 20% logistics (2013: 23%). There are 18 buildings in Luxembourg (59% based on the fair value of the portfolio), 13 buildings in Belgium (36%) and 3 buildings in Switzerland (5%).
Littoral park Etoy - Switzerland
The average duration of the portfolio remained stable at 5.1 years (2013: 5.2 years) with the conclusion of several long-term leases (SKF in Tongeren and CVC Capital in Luxembourg). Both the occupancy rate (2014: 96.24%; 2013: 96.90%) and the rental yield calculated on the fair value (2014: 7.23%; 2013: 7.31%) remained virtually constant in relation to the previous year.
As at 31/12/2014, the equity (group share) stood at 336 million euros (2013: 335 million euros). The revalued net assets stood at 68.1 euros per share based on the fair value of the real estate (67.9 euros at 31/12/2013), and 71.0 euros (70.7 euros at 31/12/2013) based on the investment value. As a result of the investment in Switzerland, the financial debt increased to 441 million euros (408 million euros at 31/12/2013), while the debt ratio (calculated according to the Belgian Royal Decree of 12/05/2014) increased to 54.27% (2013: 53.53%). The balance sheet total amounted to 837 million euros at the end of the financial year (2013: 778 million euros).
Pré Neuf Villeneuve - Switzerland
As a result of the substantial investments at yearend 2013 (127 million euros) and year-end 2014 (38 million euros), the rental income increased to 50 million euros over the 2014 financial year (2013: 45 million euros). LRE ended its 2014 financial year with a higher net result (group share) of 32.6 million euros (26.9 million euros at year-end 2013), or a 21% increase compared with the previous year, or 6.60 euros per share (5.45 euros at 31/12/2013). The net current result increased by 8% to 26 million euros.
The price of the LRE share fluctuated in 2014 between 73.10 euros and 93.90 euros. The closing price at the end of the year was 91.61 euros. The gross dividend per share for the 2014 financial year will amount to 4.55 euros, or a gross dividend yield (based on the closing price) of 5.0% (2013 financial year: 6.1%).
In 2014, LRE was involved in the following key transactions:
Number of sites - % based on the fair value of the portfolio
Yverdon-les-Bains - Switzerland
Avenue Monterey – Luxembourg The Crescent - Anderlecht
sixth largest private bank). This building will be finished in the spring of 2016.
Except for extraordinary circumstances and new investments, the company expects to realize a lower net result and net current result in 2015 than in 2014 due to the influence on the evolution of the rents of the planned redevelopments of Monnet and Square de Meeûs. Notwithstanding this evolution, the company expects to maintain the dividend over 2015 at minimum the same level.
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Net result (group share) | 32,572 | 26,928 | 20,508 |
| Shareholders' equity (group share) | 336,410 | 335,331 | 256,005 |
| Real estate portfolio (fair value) | 756,327 | 718,234 | 617,763 |
| Rental yield (%) | 7.23 | 7.31 | 7.30 |
| Occupancy rate (%) | 96.24 | 96.90 | 94.90 |
| Per share (in €): | |||
| Net asset value | 68.10 | 67.90 | 63.80 |
| Closing price | 91.61 | 73.60 | 67.10 |
| Gross dividend | 4.55 | 4.50 | 4.40 |
From left to right: Vincent Macharis, Micheline Paredis, Jean-Louis Appelmans, Michel Van Geyte
Shareholding percentage AvH
Groupe Financière Duval made every effort in 2014 to further develop its real estate and exploitation activities in a French market that continued to be marked by an economic slowdown.
The parking activity (Park'A) was sold to Interparking in April 2014. The Health division was sold to AvH at the beginning of 2015 and therefore appears in the balance sheet of Groupe Financière Duval under the item 'Assets held for sale'.
The turnover at a constant perimeter (without Park'A and the Health division) decreased from 418 million euros in 2013 to 389 million euros in 2014 (-7%), primarily as a result of a lower volume of real estate activities and the impact on the Tourism activity of the increase in the VAT rate on January 1, 2014. The operating cash flow (EBITDA) (without Park'A and the Health division) increased slightly (+3%) to 24.9 million euros, primarily due to the profitability of the Construction and Promotion division.
Real estate activities (Construction and Promotion, Real estate services)
CFA is a property developer that develops, designs, builds and sells projects in four major real estate segments: retail infrastructure, corporate real estate, residential and specialized housing, and public infrastructure (culture, sport and leisure). CFA is active across the whole French territory through a network of regional branches and has acknowledged expertise in city-centre mixed residential and commercial projects and in Public-Private Partnerships (PPP), with the support of
Groupe Financière Duval is a multidisciplinary real estate group in France that offers both its private and public sector customers comprehensive real estate solutions. The group is organized along two lines of business: real estate activities (Construction and Promotion, Real estate services) and exploitation activities (Tourism and Golf).
Alamo. For its property development activities, CFA takes full advantage of the competence synergies that were created with the other real estate companies of the group.
In 2014, CFA completed more than 35,000 m² and won several contracts including the hotel/ casino complex in Arcachon, retirement homes in Bourg des Comptes, a mixed operation for the ZAC of the Ile de Nantes, and a complex in Ferney (hotel, sport, offices, car parks). Its level of activity, like that of Alamo, was still depressed by temporary delays in certain projects due to the hesitancy of prospective buyers and investors, the municipal elections in the first half of the year, the longer time needed to secure funding from the banks, and the growing number of appeals against commercial licences and planning permissions. For that reason, the turnover of the Construction and Promotion division decreased from 124 million euros to 89 million euros. The order book, however, remained at a very satisfactory level. At the same time, the EBITDA increased from 2.4 million euros to 4.9 million euros.
Yxime, specializing in property & facility management of industrial and commercial real estate, realized a turnover of 20 million euros, which is in line with 2013. Yxime confirmed its position as a prominent player on the French market with important contracts with major European investors and owners of public land. Yxime currently manages more than 5.5 million m².
Odalys is the second largest French operator of holiday residences with 118,000 beds spread over 350 residences at year-end 2014. The turnover in 2014 amounted to 233 million euros and was influenced by, among other things, the development of business residences in a city centre (Odalys City) and student residences (Odalys Campus). Odalys maintained its leadership position in the market of holiday and leisure facility rentals to 'comités d'entreprises' and also saw an increase in the number of international customers. Customer
CFA - Aren'Ice and Aren'Park - Cergy-Pontoise © NGF - Garden Golf de Chantilly ©
satisfaction remained very high. Odalys intends to continue in 2015 with the targeted opening of tourist accommodation and also to speed up the development of Odalys City and Odalys Campus.
Nouveau Golf de France (NGF) operated 47 golf courses in France at year-end 2014, and remained the number one in the Paris area with 20 golf courses. The golf course of Chantilly (Dolce) was incorporated in NGF's portfolio in 2014. The turnover for 2014 amounted to 47 million euros (including 1.3 million euros turnover for the Jardy golf course, which in 2014 was accounted for using the equity method), an increase by 4% compared with 2013 (45 million euros). This is an excellent performance given the general economic situation and the atrocious weather in the summer of 2014. NGF Golf continues to develop its network of golf franchises, which now comprises 13 golf courses. In addition, the company is devoting its efforts to expanding Le Club, an international network of nearly 400 golf clubs which is undergoing a vigorous growth in France (123 golf courses at year-end 2014 compared with 110 at year-end 2013). Finally, the Golf World Alliance, the first worldwide golf federation launched in 2013 by NGF, is continuing its activities with 7 partner net-
works representing 130 golf courses.
Residalya develops and manages nursing and care homes for the elderly. The turnover increased by 11%, from 73 million euros in 2013 to 81 million euros in 2014. At year-end 2014, Residalya had 25 residences and 1,992 beds.
In 2015, despite a persistently difficult economic context, the group will consolidate its activities and improve the operational profitability of its divisions. In view of the encouraging medium-term forecasts (2016-2017), Groupe Financière Duval is confident that it will be able to carry on developing its various activities.
On January 26, 2015, AvH announced the takeover of Financière Duval's stake (70%) in Residalya. Residalya has 1,992 beds in operation, spread over 25 retirement homes in France. AvH will swap its shares in Holding Groupe Duval (50%, beneficial 41.14% of Groupe Financière Duval) for a 53.5% stake in Patrimoine & Santé (owner of the real estate of 22 retirement homes operated by Residalya). AvH will in a first phase acquire a 37.2% interest in Patrimoine & Santé in 2015.
| (€ 1,000) | 2014(1) | 2013(2) | 2012 |
|---|---|---|---|
| Turnover | 389,079 | 417,570 | 514,142 |
| EBITDA | 24,884 | 24,255 | 25,886 |
| EBIT | 10,885 | 11,204 | 11,910 |
| Net result (group share) | 2,485 | 4,722 | 3,853 |
| Net cash flow | 18,039 | 19,912 | 19,502 |
| Shareholders' equity (group share) | 108,330 | 107,055 | 102,298 |
| Net financial position | -101,221 | -73,267 | -80,033 |
| Balance sheet total | 639,532 | 612,703 | 577,984 |
| Personnel | 1,853 | 1,845 | 2,675 |
(1) With the Health activity as held for sale (IFRS5)
(2) Restated on a like-for-like basis as 2014 (excluding Park'A and the Health division)
Shareholding percentage AvH
1 4 2 5
Anima Care specializes in the care and health sector in Belgium, focusing on the upmarket segment of accommodation and care for the elderly. Anima Care invests in operational activities and real estate in the segment of residential care for the elderly.
their opening, the turnover increase does not yet translate into a profit improvement.
The group's equity increased from 32.4 million euros at year-end 2013 to 35.7 million euros at year-end 2014. In 2014, the capital was paid up to the amount of 2 million euros, leaving at year-end 2014 11.2 million euros of capital still to be paid up for the remaining new construction projects.
The net financial debt increased from 40.8 million euros at 31/12/2013 to 60.2 million euros at 31/12/2014, due entirely to the financing of the new construction projects. These investments are also reflected in an increase in the balance sheet total from 97.1 million euros at year-end 2013 to 122.0 million euros at year-end 2014.
In 2014, Anima Care opened two new residential care centres. 'Zonnesteen' in Zemst opened on April 1, 2014; it accommodates 93 residents in the residential care centre and operates 24 service flats. 'Au Privilège' in Haut-Ittre provides 127 residents with a new home in the residential care centre and also operates 36 service flats. The 42 residents of 'Résidence Azur' in Braine-l'Alleud were the first to move into the new building at the end of September 2014, while the 49 residents of 'Résidence du Peuplier' in Haut-Ittre moved in at the end of October. The old building in Haut-Ittre has in the meantime been sold.
A great deal of care and effort in 2014 also went into building the new care centre 'Aquamarijn' in Kasterlee, which will comprise 106 retirement home beds, 37 convalescent home beds, 63 service flats and a day care centre for 25 users.
At year-end 2014, Anima Care had a portfolio of more than 1,300 retirement home beds and service flats, of which 965 retirement home beds and 120 service flats were in operation, spread over 10 residential care centres (5 in Flanders, 1 in Brussels, 4 in Wallonia).
10
8
7
9 3 6
Anima Care realized a turnover of 37.9 million euros in 2014. The 38% turnover increase is partly due to the opening of the new construction projects 'Zonnesteen' in Zemst and 'Au Privilège' in Haut-Ittre, which together represent an extra capacity of 129 retirement home beds and 60 service flats. The acquisitions in mid-2013 of 'Résidence St. James' in La Hulpe and 'Château d'Awans' in Awans were included in the 2013 results for only 6 months, whereas in 2014 they made their contribution for a full year. The operating cash flow (EBITDA) increased from 3.4 million euros in 2013 to 5.4 million euros in 2014, whereas profit decreased slightly from 0.6 million euros to 0.5 million euros. Since the new construction projects entail additional costs but will only gradually contribute to the results in the first few months after
Au Privilège - Haut-Ittre
Aquamarijn - Kasterlee Zonnesteen - Zemst
In 2014, as in 2013, Anima Care invested heavily in the development of high-quality real estate. The first new residential care centre, 'Les Comtes de Méan', with 149 retirement home beds, opened in mid-October 2013 in Blegny. This means that 3 new construction projects were completed and brought into use within 12 months. Anima Care's operational focus in 2014 was primarily on the development of a high-quality organization and service at its new sites and on the further integration of 'Château d'Awans' and 'St. James'.
Anima Care also continuously works to improve its operational systems and working methods, and pays great attention to the selection, coaching and development of its personnel, as it is the staff members who have to put this quality vision and the values of Anima Care into practice each day.
The newly built residence 'Aquamarijn' in Kasterlee is scheduled to open in the spring of 2015. It will be the largest retirement home of Anima Care with 206 residential units and 25 places in the day care centre. By operating a day care centre and a convalescent home, Anima Care is extending its range of services in the care sector.
Once this new building project has been completed, Anima Care will have 1,291 beds, of which 183 service flats, in operation, spread over eight residential care centres with at least 100 beds and three smaller residential care centres. Anima Care is working on definite plans to extend those smaller residential care centres as well.
By the extension of existing residential care centres, the construction of new residential care centres, acquisitions and the expansion of its range of services, Anima Care ensures the growth that is necessary to improve profitability in the future. As a 100% Belgian-based firm, and with its strategy of providing top-quality care and investing in high-quality real estate, Anima Care is a unique player on the Belgian market. It actively seeks collaboration with other entrepreneurs in the care sector and examines various acquisition opportunities.
www.animacare.be
From left to right: Luc Devolder, Peter Rasschaert, Johan Crijns, Ingrid Van de Maele
Anima Care NV
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 37,927 | 27,409 | 20,522 |
| EBITDA | 5,388 | 3,376 | 2,444 |
| EBIT | 2,423 | 1,749 | 1,293 |
| Net result (group share) | 463 | 632 | 644 |
| Net cash flow | 3,284 | 2,153 | 1,661 |
| Shareholders' equity (group share) | 35,744 | 32,406 | 21,173 |
| Net financial position | -60,232 | -40,806 | -15,188 |
| Balance sheet total | 121,957 | 97,111 | 50,116 |
| Personnel | 659 | 583 | 295 |
As a result of the considerable expansion investments in recent years, Sipef was able to increase its palm oil production volume to 268,488 tonnes (+5.7%).
Sipef - Rubber tree nursery Sagar Cements
Sipef
Sipef is an agro-industrial group, specialized in tropical agriculture, with plantations for palm oil, rubber and tea in the Far East.
Shareholding percentage AvH
The listed Indian company Sagar Cements produces a wide range of cement.
Shareholding percentage AvH
Contribution to the AvH consolidated net result
| (€ million) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Sipef | 11.4 | 11.2 | 14.1 |
| Sagar Cements | 6.0 | -0.4 | 0.3 |
| Telemond Group | 1.8 | 3.0 | 1.0 |
| Others | 0.3 | -5.1 | 1.0 |
| Total | 19.5 | 8.7 | 16.4 |
OQM is active in the exploitation and production of aggregates in India, intended for road construction and for the production of concrete.
Oriental Quarries & Mines Max Green - Rodenhuize plant - Ghent Telemond Group
Max Green is a joint venture with Electrabel GDF Suez and implements projects in the area of renewable energy based on biomass.
Telemond Group is primarily a supplier to the crane and automotive industry, with complex steel structures as its core competency.
Shareholding percentage AvH Shareholding percentage AvH Shareholding percentage AvH
Shareholding percentage AvH
Sipef is an agro-industrial group listed on Euronext Brussels, which invests directly in tropical agriculture, primarily the production of crude palm oil and rubber in Southeast Asia.
The group's historical core activities are mainly situated on the island of Sumatra in Indonesia, where 42,692 hectares are planted with oil palms and 6,313 hectares with rubber trees. Sipef also owns a high-quality tea plantation of 1,787 hectares in the hills near Bandung of the island Java. The Indonesian plantations represent about twothirds of the gross operating profit.
Over the past thirty years, a second important growth centre was developed in Papua New Guinea. As a result of recent extensions, 13,001 hectares of oil palms and 3,526 hectares of rubber trees have been planted so far; the harvests from those plantations, together with those purchased from neighbouring farmers, generated nearly onethird of the gross operating profit.
The historically fairly important activities on the African continent have been reduced over the years due to a lack of consistent profitability. They are now confined to the production of bananas and tropical flowers on 612 planted hectares in the southeast of Ivory Coast.
Cibuni tea plantation - Java
Although Sipef recorded rising production volumes in 2014 as a result of the greater maturity of the newly planted oil palm estates, it was confronted with lower world market prices for palm oil and a considerably lower profitability for rubber and tea. As a result, the turnover and gross operating profit remained in line with 2013. Through a strict control of general expenses, however, the operating result (after IAS41) increased by 7.5%.
As the long-term investments in agriculture are financed entirely from equity, the financial costs were limited. The exchange rate fluctuations of the local currencies against the USD had a negative impact on the increased tax costs. The net result (group share) increased by 4.1% to 48.5 million USD. After revising the planted hectares at fair value according to IAS41, the IFRS result (group share) amounted to 56.3 million USD.
With more hectares in production and a growing maturity of the planted areas, palm oil production increased by 5.7% to 268,488 tonnes compared with 2013. The annual volumes in the mature plantations of Sumatra rose only slightly as the substantial volume increase in the first three quarters was followed by disappointing harvests as a result of a drought at the beginning of the year. Additional output growth was reported in the newly developed areas in the UMW project in North Sumatra. After a very difficult start to the year with exceptionally heavy rainfall, palm oil production in Papua New Guinea grew steadily. With the areas planted in the past few years coming into full production and the number of mature hectares continuing to increase, annual growth on Sipef's own plantations came to 4.5%. Output volumes from the harvests collected from neighbouring farmers increased by 4.0%. Despite the government-imposed increase in labour costs, production costs in USD terms remained well under control. The general decrease in fertilizer prices, and especially the weakening of the local currencies in relation to the USD, entirely compensated for the inflation-driven increases in local cost elements.
World market prices of palm oil decreased considerably in 2014. After a relatively strong start to the year, driven by lower palm oil production volumes at the end of 2013, the price decreased considerably during the second half of 2014 in particular. World production of competing vegetable oils from soya beans and rapeseed was highly successful as a result of good harvests in South America in the first half of the year and in North America, Canada and Eastern Europe in the second half. Also, demand from the traditionally big consumers China and India weakened, while the price advantage of palm oil over soya and rapeseed oil was too narrow to attract additional buyers. The totally unexpected decrease in crude oil prices in the second half of the year eliminated the supporting consumption of palm oil in the biodiesel industry, while palm oil prices were more than 20% below the level at the beginning of the year. Under Sipef's forward sales strategy, a large part of the production in 2014 was sold at the higher price levels of the beginning of the year.
Rubber prices also continued their downward trend in 2014 due to a slight oversupply, a temporarily lower demand from China, and the shortterm purchasing policy of consumers. The persistent price decreases brought the market down to below the production cost of the less efficient production countries, which triggered price improvements at the start of the new year.
The Sipef-produced Cibuni black tea is similar in
New UMW palm oil mill - North Sumatra - Indonesia
quality to Kenyan tea, and sales prices were affected by the large supply from that country; as a result, profitability of the tea-growing activities was limited in 2014. Sipef supplies its bananas to the European market through profitable fixedprice annual contracts. This ensures that this relatively small-scale activity is not too susceptible to volatile market prices, which are influenced by imports from the main production countries in Central and South America.
Through a deliberate delay in the development of the plantations in Papua New Guinea, which is aimed at bringing the immature areas into production in a controlled way, only 616 additional hectares of oil palms were planted, while in South Sumatra 990 hectares were planted over two projects. A total of 1,606 hectares was thus added to the overall planted areas of the group, which now stands at 67,989 hectares, of which 18.7% has yet to reach the production stage. All additional acreage is planted in accordance with the sustainability standards of the Roundtable on Sustainable Palm Oil (RSPO).
Despite the generally smaller harvests in Indonesia and Malaysia at the beginning of the year, the volume projections for the group are generally favourable in view of the extra areas planted in Indonesia and Papua New Guinea, which will give an organic growth in figures. The lower stocks at the beginning of the year and the additional demand from the Indonesian bio-diesel industry will support pricing. This is necessary in order to meet the challenge of increasing soya oil production in South America in the first half of the year. The growth in world demand for palm oil by 3 - 4% (driven by the food industry and the energy markets) and the price advantage of palm oil over the main competitors are factors that justify a favourable long-term outlook for palm oil. The relatively low demand will mean another difficult year for the rubber market in 2015, although structurally natural rubber remains an irreplaceable raw material for the automotive and manufacturing industries.
Production (in tonnes)(1) and planted areas (in hectares)
| T | 268,488 |
|---|---|
| ha | 55,693 |
| T | 10,411 |
| ha | 9,839 |
| T | 2,816 |
| ha | 1,787 |
(1) Own + outgrowers
Sipef has already sold part of its anticipated palm oil production volumes at prices above 800 USD per tonne. If prices for the main products of palm oil, rubber and tea are maintained at current market levels, Sipef expects results for 2015 to be lower than last year. The final result will to a large extent depend on the attainment of the projected output volumes, the strength of market prices in the second half of the year, the maintenance of the current export tax on palm oil in Indonesia, and the evolution of local costs.
| (€ 1,000) | 2014 | 2013(2) | 2012 |
|---|---|---|---|
| Turnover | 285,899 | 286,057 | 332,522 |
| EBITDA | 79,721 | 72,587 | 103,321 |
| EBIT | 71,394 | 66,436 | 94,188 |
| Net result (group share)(1) | 56,268 | 55,627 | 68,392 |
| Shareholders' equity (group share) | 547,515 | 508,058 | 472,642 |
| Net financial position | -24,616 | -35,077 | 18,193 |
| Balance sheet total | 754,581 | 703,721 | 631,842 |
(1) Incl. net impact IAS 41 'Change in fair value of biological assets': 7,748 KUSD (2014), 9,002 KUSD (2013),
7,581 KUSD (2012) (2) The figures of 2013 have been restated in accordance with the new IFRS11 standard.
From left to right: François Van Hoydonck, Charles De Wulf, Robbert Kessels, Johan Nelis, Thomas Hildenbrand
Shareholding percentage AvH
Sagar Cements produces a wide range of cements at its plant in Matampally, in the Nalgonda district of Telangana (India). The plant has a capacity of 2.7 million tonnes per year for cement.
Sagar Cements
2014 was marked by the constitution of a new central government, with a clear victory for Narendra Modi as new prime minister, which led to a better market climate in India. Inflation fell from 11% to 6%, and the Central Bank of India has recently reduced interest rates. All of this creates the conditions for new investments in infrastructure projects, which are expected to be announced in 2015.
In 2014, however, overcapacity and a low demand in the southern region of India persisted. This meant lower prices and sales volumes for virtually all cement companies in Telangana and Andhra Pradesh, including Sagar Cements. At the end of the year, Sagar Cements had a capacity utilization of 56.5%, which is only slightly higher than in 2013.
The general profitability of Sagar Cements was negatively affected by these persistently difficult market conditions. In July, Sagar Cements decided to sell its 47% stake in the joint venture Vicat Sagar Cement to the Vicat group for a total consideration of 4.35 billion Indian rupees (approximately 53 million euros). In doing so, Sagar Cements increased the amount invested in that joint venture since 2008 fivefold and recorded a substantial capital gain. Consequently, Sagar Cements ended the year with a one-off higher profit of 2,636 million Indian rupees (32.7 million euros).
Following the sale of its 47% stake in the joint venture with Vicat, Sagar Cements at the end of September announced its conditional bid to take over BMM Cements Ltd. BMM Cements has an annual capacity of 1 million tonnes of cement and its own 25 MW power plant. The company is based in southern Andhra Pradesh. After the planned takeover, Sagar Cements will have a total annual capacity of 3.7 million tonnes of cement. The transaction is expected to be finalized in the course of 2015.
The construction of a railway line to link the production plant (Matampally) to the nearby national railway line which terminates at 2.4 km from the plant is progressing well and is expected to be completed mid 2015. The switch from transport by road to rail should reduce transport costs for sales to nearby states where there is a short supply of cement, as well as inbound transport costs for raw materials such as coal.
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 65,920 | 61,748 | 85,560 |
| EBITDA | 46,348 | 3,733 | 11,408 |
| EBIT | 43,580 | 267 | 7,552 |
| Net result (group share) | 32,686 | -2,382 | 2,232 |
| Shareholders' equity (group share) | 65,269 | 29,660 | 37,710 |
| Net financial position | -475 | -25,005 | -27,469 |
| Balance sheet total | 128,578 | 78,474 | 91,887 |
| Exchange rate INR/€ | |||
| P&L | 80.65 | 77.52 | 68.97 |
| Balance sheet | 77.29 | 85.04 | 72.32 |
Oriental Quarries & Mines (OQM) is active in the exploitation and production of aggregates for the construction of roads, road surfacing, airfields, racing circuits and buildings, and for the production of ready-made concrete. The products are marketed under the brand name "Oriental Aggregates".
OQM is a joint venture of AvH and Oriental Structural Engineers, one of the biggest Indian construction companies.
OQM was operating four quarries in India at the end of 2014: in Moth (Uttar Pradesh), Mau, Bilaua (both in Madhya Pradesh) and in Bangalore (Karnataka). Aggregates from OQM's quarries in northern India are used for major infrastructure works such as the large-scale National Highway Project, the Dedicated Freight Corridor (railways), racing circuits and airfields. The Bangalore quarry focuses primarily on the market of ready-made concrete and major urban infrastructure works, such as flyovers, tunnels and viaducts.
2014 was marked by the constitution of the new central government in May, which resulted in the enactment of certain changes in the law. The amendment of the 'Mines and Minerals Act' should lead to a further professionalization of the mining industry by standardizing and redefining regulations for the award of mining concessions in the whole of India.
In 2014, demand for aggregates in India was moderate due to a very low level of infrastructure and building activity. Despite the difficult market environment, OQM continued to strengthen the positioning of its existing stone crushers by upgrading the crushing installations in Bidadi and Bilaua, and by streamlining the production process in Moth. In addition, the quarry in Mau, which had been closed in 2012, was brought back into service. OQM realized a turnover of 8.0 million euros, which is a substantial increase on the previous year, and a net result of 0.7 million euros.
In 2015 OQM will maintain its efforts to improve its operational performance and will give priority to building up reserves. The central government is expected to announce new investments in 2015 that will benefit India's infrastructure and industrial growth.
Shareholding percentage AvH
Oriental Quarries & Mines
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 8,015 | 4,905 | 3,572 |
| EBITDA | 738 | 178 | -521 |
| EBIT | 462 | -161 | -718 |
| Net result (group share) | 662 | 60 | -446 |
| Shareholders' equity (group share) | 7,281 | 5,990 | 6,979 |
| Net financial position | 1,362 | 1,462 | 2,100 |
| Balance sheet total | 8,912 | 7,252 | 7,920 |
| Exchange rate INR/€ | |||
| P&L | 80.65 | 77.52 | 68.97 |
| Balance sheet | 77.29 | 85.04 | 72.32 |
From left to right: Sandeep Aiyappa, Ashish Mohite, Parijat Mondal, Sunil Sharma
Shareholding percentage AvH
Max Green is a joint venture (between Electrabel GDF Suez and Ackermans & van Haaren) that implements projects in the area of renewable energy based on biomass.
Rodenhuize plant
The Rodenhuize 4 power plant project in the Ghent canal area experienced a turbulent 2014 with major regulatory challenges. On March 12, 2014, Max Green was informed by the Flemish Energy Agency that no more acceptable green power certificates would be granted to the power plant. It was then immediately decided to discontinue the biomass activities on the site until a lasting solution was found. At the end of August, after a new advisory procedure, Max Green was once more given approval for the granting of green power certificates to the Rodenhuize plant, which was then brought back into service and reconnected to the grid. In the following months, the Rodenhuize team achieved excellent results in terms of availability, performance and production capacity of the power plant.
As a result of this shutdown, which lasted more than 5 months, the amount of green power generated in 2014 was structurally lower than in 2013 (just 0.86 TWh compared with 1.26 TWh), and a loss of 15 million euros was recorded for 2014. Max Green was able to come to a financial arrangement with its main creditors in order to safeguard its existence in the short term.
The outlook for the next few years is particularly bleak: electricity prices are set to decrease further, coupled with a very low market price for green power certificates, whereas the cost of buying biomass increases year by year. If market conditions and the regulatory framework remain unchanged, the future of the green power project in Rodenhuize will be threatened, even though such large-scale biomass facilities make a sustainable, reliable and cost-efficient contribution to attaining Flanders' green power targets.
The events of 2014 (again) clearly show not only that the regulatory framework is of vital importance to renewable energy projects, but that in Flanders this framework offers too little stability and legal certainty to investors. Max Green therefore renews its call for a clear and stable regulatory framework which guarantees the same necessary and predictable support for similar projects, thus providing a level playing field for all investors.
Since AvH had already reduced the value of its stake in Max Green to zero in 2013, the losses of 2014 had no more impact on AvH's group results.
From left to right: Philip Pouillie, Willem Vandamme
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 101,386 | 157,020 | 192,660 |
| EBITDA | -15,032 | 414 | 10,957 |
| Net result (group share) | -15,101 | 290 | 7,274 |
| Shareholders' equity (group share) | -13,211 | 1,890 | 7,600 |
| Balance sheet total | 27,927 | 17,879 | 28,869 |
Shareholding percentage AvH
Telemond Group is primarily a supplier to the crane and automotive industry. Its core competency is the production and management of the supply chain of complex steel structures, with strong specialization in high-grade and wear-resistant steel.
Telemond was able to maintain its strong market position in 2014, despite the negative trend in infrastructure investments, the building industry and the energy segment. The most important step in 2014 was the completion, in time and within budget, of the new production plant in Stettin (Poland), with a lifting capacity of 150 tonnes. The Teleyard branch moved its operations from rented buildings in the port of Stettin to this new site in March 2015. During the investment period, Teleyard was able to attract new customers from the offshore industry and the project business. Telemond's aim is to become European market leader in the production of components for highly complex steel structures for the maritime industry and for large-scale infrastructure projects.
Telemond was confronted not only with the increasing volatility of its markets, but also with major changes in its product portfolio. Certain longtime customers were forced by their shrinking market share to discontinue the relationship. In
Stettin - Poland
other segments, old product lines were phased out and new products were launched. Consequently, although the result in 2014 was healthy, it still fell short of last year's level.
For 2015, the group sees opportunities in the further development of its new segments at Teleyard and in the growing sales to the railway and automotive industries, where the ceaseless pursuit of excellence in the premium segments is to the advantage of high-quality suppliers.
| (€ 1,000) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 79,588 | 78,731 | 74,289 |
| EBITDA | 7,789 | 10,129 | 7,386 |
| EBIT | 4,610 | 6,233 | 3,573 |
| Net result (group share) | 3,826 | 6,571 | 3,112 |
| Net cash flow | 7,005 | 10,467 | 6,925 |
| Shareholders' equity (group share) | 49,735 | 48,089 | 42,962 |
| Net financial position | -17,209 | -10,946 | -14,147 |
| Balance sheet total | 81,199 | 69,570 | 67,986 |
| Personnel | 957 | 827 | 884 |
From left to right: Tobias Müller, Christopher Maas, Reiner Maas, Dieter Schneider, Frank Ceuppens
99
(1) Consortium consolidation
Performance in the Development Capital segment is mixed, with the results of Groupe Flo and Euro Media Group in France being adversely affected. Sofinim successfully sold its 30% stake in NMC with an IRR of 14.8% and a capital gain of 4.9 million euros (AvH share).
Atenor - Les Brasseries de Neudorf - Luxembourg Turbo's Hoet Groep - Moscow - Russia
On the whole, in 2014 the private equity market in Europe continued in the same vein as in 2013. The persistently uncertain economic climate has a strong impact on the willingness to invest. With the sizeable financial resources available in private equity funds and industrial parties, well-led companies receive much attention. Hence they change hands at high prices, with the banks showing a great interest in financing such transactions. Conversely, investors are highly selective when it comes to businesses or sectors in difficulty. Many companies also found their way to the stock market, in particular those active in e-commerce and biotech, while access to a local stock market is also essential for smaller businesses.
The market remains a buyer's market in the large majority of transactions. Focus is on operational improvements or increasing market share. Strategic partners are sought to strengthen the business model.
End investors in the private equity market, such as pension funds, are reasserting their positions in the sector. They are attracted by potentially good returns throughout the economic cycle, which are well above current long-term interest rates. They focus on the best performing managers, with Corporate Social Responsibility (CSR), transpar-
ency and experience being important selection criteria. The business model of private equity, where results are achieved by focusing on operational improvements and growth, coupled with strong corporate governance, remains attractive to investors, despite the limited liquidity. The trend in the regulatory framework, where the government gives preference in the risk weighting to borrowed capital over equity to finance industry, limits the size of the institutional long-term capital. Extra regulations increase the cost structure of the funds.
The business model sought by long-term investors is precisely what AvH offers in Development Capital. The group focuses in a limited number of portfolio companies on in-depth knowledge of their markets, which are developed in close cooperation with the management. The investment horizon is longer than is customary in the sector, thus allowing a stable corporate policy and investments.
Contribution to the AvH consolidated net result
| (€ million) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Sofinim | -2.9 | -2.8 | -1.3 |
| Contribution participations Sofinim | 3.0 | -6.3 | 4.3 |
| Contribution participations GIB | -6.8 | 2.5 | 2.9 |
| Development Capital | -6.7 | -6.6 | 5.9 |
| Capital gains / impairments | -15.4 | 29.5 | 22.7 |
| Total (including capital gains / impairments) | -22.1 | 22.9 | 28.6 |
Distriplus - Planet Parfum - Antwerp Groupe Flo - Hippopotamus Egemin Automation
The Development Capital results in 2014 were marked by limited capital gains, the recovery of certain portfolio companies which had previously experienced difficult times, and the economic climate in France which had a strong impact on a number of companies. Furthermore, the companies that were sold in 2013 and 2014 (partly) ceased to make their contribution. On balance, the recurrent results remained stable, while the realized capital gains were substantially lower than in 2013 and impairments were recognized on the French group companies. The capital gains that are realized on a regular basis are proof that AvH is succeeding in improving the strategic position of its portfolio companies. However, it is hard to predict when those capital gains will be realized, as AvH does not pursue a predefined exit strategy.
Much of the team's attention in 2014 was again focused on helping the management teams with various aspects such as market analyses, operational improvements and corporate finance (M&A, balance sheet management or funding).
AvH invested 27.5 million euros in Development Capital in 2014, exclusively in the form of follow-up investments, a substantial part of which through additional loans. Potential new portfolio acquisitions were examined, without this leading to actual investments. At 39.3 million euros (including capital gains and receivables), the level of divestments was substantially lower than in 2013 (128.8 million euros).
The current contribution of the Development Capital segment to the group's results in 2014 amounted to -6.7 million euros, compared with -6.6 million euros in 2013. In 2014, the results of Groupe Flo and Euro Media Group in France were adversely affected, leading AvH to record 20.3 million euros of impairments on these participations, and putting the overall contribution of this segment at -22.1 million euros. The adjusted net asset value of the Development Capital portfolio, including unrealized capital gains (or losses) on the listed shares of Atenor and Groupe Flo, amounted to 508.7 million euros at year-end 2014 (compared with 511.4 million euros at year-end 2013).
Shareholding percentage AvH Shareholding percentage AvH
AvH's partnership with the Frère group is through GIB, which is jointly controlled by AvH and NPM (Nationale Portefeuillemaatschappij/ National Portfolio Company). The GIB portfolio remained unchanged in 2014. In addition, Sofinim holds a 50/50 stake with NPM in Distriplus.
The difficult market conditions in France led to a substantial decrease in Groupe Flo's operating results, while the company obtained a rescheduling of its bank financing with the support of its shareholders.
In 2014, Sofinim's participations made a higher contribution to the group result owing to better results in most companies. In the case of Corelio, Distriplus, Egemin and Hertel, the improvement was substantial as a result of the actions and strategic repositioning that were initiated in recent years. This occured despite the still considerable restructuring costs that weighed on their annual results. Euro Media Group and Turbo's Hoet Groep did less well, due in part to the market developments in certain countries.
There was further investment in and by the portfolio companies, taking advantage of the market opportunities offered by the volatile macroeconomic conditions.
Despite potential new portfolio acquisitions being examined, investments were limited to follow-up investments. At Euro Media Group (EMG), Sofinim maintained its stake in the new ownership structure, while together with the old EMG shareholders it acquired a direct interest in EMG's branch Transpalux, which was not involved in the transaction. Sofinim was also able to realize an exit from NMC, where for 12 years it was successful together with the family and the management in helping to achieve growth. In that transaction, Sofinim realized an IRR of 14.8%.
Adjusted net asset value
| (€ million) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Sofinim | 492.1 | 493.2 | 466.4 |
| Unrealised capital gains Atenor | 10.8 | 8.2 | 6.2 |
| Market value Groupe Flo/Trasys | 5.8 | 10.0 | 8.4 |
| Total Development Capital | 508.7 | 511.4 | 481.0 |
Atenor Group is a listed real estate developer specializing in large-scale urban projects - offices, mixed and residential units - in outstanding locations built with great technical and architectural quality. With its extensive know-how, the company designs and builds projects in Belgium and abroad.
Atenor Group closed the 2014 financial year with a positive net result of 15 million euros, which is a 27% increase.
The results were again favourably influenced (for more than 40% of the gross margin) by the UPsite project in Brussels, of which the residential tower block was opened in June 2014. These 4 projects also made a substantial contribution to the margin: the continuing construction and sale to the European Parliament of the Trebel project in Brussels, the sale of apartments in the Port du Bon Dieu project in Namur and, in Luxembourg, the sale of the AIR office building and the sale of apartments in the Brasseries de Neudorf project.
Atenor's activities in Central Europe benefited from the renewed economic growth in Hungary and in Romania. In Budapest, two office buildings have been fully let, and a third building was started up. In Bucharest, the first office building has been fully let, while 25% of the second building, currently under construction, has already been let. The rental income in the two countries made a positive contribution to the margin. The ultimate objective, however, is to sell those buildings.
11%
Shareholding percentage Sofinim
Financially, several medium and long-term agreements were concluded in 2014 to finance the group's activities. A total of more than 150 million euros is involved, which includes a five-year retail bond of 20 million euros.
Notwithstanding the uncertainties inherent in the property development sector, Atenor started 2015 with a positive outlook on the results in the coming years, based on a constant dynamic of value creation.
Vaci Greens (artist's impression) - Budapest
| (€ 1,000, IFRS) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 110,801 | 110,133 | 45,943 |
| EBITDA | 30,795 | 24,016 | 8,935 |
| Net result (group share) | 15,333 | 12,028 | 9,489 |
| Shareholders' equity (group share) | 112,904 | 104,786 | 98,605 |
| Net financial position | -199,572 | -174,932 | -131,849 |
From left to right: Olivier Ralet, Stéphan Sonneville, William Lerinckx, Laurent Collier, Sidney D. Bens
Shareholding percentage Sofinim
The investment company Axe Investments is a joint venture between Anacom (controlled by Christian Leysen) and Sofinim (Ackermans & van Haaren).
Axe Investments has, as an investment company, shareholdings in the ICT firm Xylos, in Egemin Automation, and in the young energy company REstore. It also has real estate interests in the Ahlers building on Noorderlaan in Antwerp.
Xylos is a leading ICT service provider which together with its subsidiaries Inia and Neo sells and implements cloud, social, mobile and e-learning solutions. REstore is active in the energy sector and facilitates the matching of energy demand and supply.
The annual result of Axe Investments was determined by the results of the portfolio companies and the rental income from the Ahlers building, along with the investment results.
Xylos
| (€ 1,000, BGAAP) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 553 | 587 | 733 |
| EBITDA | 107 | 123 | 249 |
| Net result (group share) | 277 | 267 | 870 |
| Shareholders' equity (group share) | 15,530 | 15,613 | 16,088 |
| Net financial position | 5,120 | 5,157 | 5,185 |
Ahlers building
www.axe-investments.com
Shareholding percentage Sofinim
Through its interest in Mediahuis, media group Corelio is the number one player on the Flemish print and digital newspaper market. The group is also active in the audiovisual media and the free local press, and has two printing divisions.
By taking certain strategic actions, Corelio put into practice a new plan for the future, with the aim of turning the group into a leading player in the media industry in the area of print, digital and audiovisual media.
The joint venture Mediahuis (Corelio 62% - Concentra 38%) finally started in 2014 and accommodates the leading news brands De Standaard, Het Nieuwsblad/ De Gentenaar, Gazet van Antwerpen and Het Belang van Limburg, as well as the classifieds platforms Hebbes.be, Jobat.be, Zimmo.be and Vroom.be. Corelio was thus able to create the necessary economies of scale to keep investing in quality journalism and innovation. In the first half of 2014, Mediahuis managed to finalize a radical social plan in a spirit of positive consultation. The company was also able to use the strengths of Corelio (digital lead) and Concentra (regional advertising) to the advantage of all its news brands and so, as the number one player on the Flemish newspaper market (with a total circulation of 540,000 copies and an average readership of 2.4 million), acquire additional market share.
At the beginning of 2015, Mediahuis also made an important move by taking over NRC Media, the reference for journalism in the Netherlands.
Corelio NV
In March 2014, Corelio's French-language publishing activities (L'Avenir, Proximag) were sold to the Walloon Nethys group (Tecteo). Cost control and further restructuring enabled the free magazine Rondom to show a profit in the fourth quarter. The radio station Nostalgie also succeeded in enlarging its market share and reported good commercial and financial figures.
Despite difficult market conditions, the printing divisions made substantial progress. Printing Partners recorded a strong annual result by a combination of new printing orders and productivity optimization. Corelio Printing centralized all its operations at the site in Erpe-Mere, resulting in a substantial cost saving from the beginning of 2015 onwards, and a positioning as one of the most productive printing firms in the Benelux countries.
In June 2014, an agreement was reached on the introduction of Telenet as principal shareholder (50%) of De Vijver Media. The other shareholders are Corelio and Waterman & Waterman. The specific know-how of each shareholder gives De Vijver Media extra tools to further expand the market share of the TV channels 'Vier' and 'Vijf'.
The REBITDA increased from 26.4 million euros in 2013 to 37.6 million euros in 2014. Although the results of Corelio were strongly impacted by the heavy non-recurring restructuring costs, the group was able to report a positive net result of 1.8 million euros (2013: -42.3 million euros).
The Corelio group expects that the restructuring operations implemented at Mediahuis in 2014 will result in significantly better operating results in 2015, while a positive impact is also expected from the first consolidation of NRC Media.
www.corelio.be
From left to right: Bruno de Cartier, Geert Steurbaut, Gert Ysebaert
107
(1) After exceptional impairments, provisions and restructuring costs
(€ 1,000, IFRS) 2014 2013 2012
Turnover 398,274 299,939 349,453 EBITDA 27,328 21,339 19,443 Net result (group share) 1,773(1) -42,319(1) -3,864 Shareholders' equity (group share) 59,313 37,763 73,933 Net financial position -68,929 -72,824 -71,602
Shareholding percentage Sofinim
Following the sale of Club in 2014, Distriplus is now a retail group active in the beauty & care sector through the Di and Planet Parfum chains.
Di, active in the multibrand distribution of makeup, body care, perfume and drugstore products, further consolidated its position in Belgium and Luxembourg in 2014. Turnover increased by 7% to 103 million euros, fuelled by a further growth in the number of stores to 112 (2013: 109 stores). New stores were opened in Hasselt, Louvainla-Neuve and Liège. The new NEO make-up concept, which gives a more orderly presentation of the products and entices customers to try out products, proved to be a success and will be rolled out across all the stores. Two smaller outlets were opened in 2014 in Leuven and Liège, which focus exclusively on make-up and operate under the name Lookiss.
With 84 stores, Planet Parfum is clearly number two in the selective distribution of perfumes and body care products in Belgium and Luxembourg. 2014 was marked by the development and launch of a new strategy and a new retail concept called "Close To You", of which the first two stores were opened at the end of 2014. In November, the new e-commerce platform went live (www.planetparfum.com), making Planet Parfum ready for the challenges of omni-channel retailing. Turnover decreased slightly to 96 million euros, in market conditions that are not easy.
With the sale of Club (books and stationery) to Standaard Boekhandel in 2014, Distriplus has become a more homogeneous group focusing on the world of beauty, and will operate more efficiently. The sale also makes resources available for an accelerated growth of Di and Planet Parfum.
In the past few years, Distriplus has invested heavily in the innovation of its systems and processes. The group now wants to concentrate on making the best possible use of those systems and processes, and to focus all its attention on the customer.
Planet Parfum - Brussels
| (€ 1,000, IFRS) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 199,927 | 247,230 | 246,785 |
| EBITDA | 12,019 | 13,728 | 14,856 |
| Net result (group share) | 3,717 | -39 | 2,661 |
| Shareholders' equity (group share) | 66,382 | 62,665 | 62,704 |
| Net financial position | -54,199 | -61,267 | -61,307 |
www.planetparfum.com
www.di.be
From left to right: top: Marc Boumal, Matthias De Raeymaeker, Marthe Palmans, Jan Vandendriessche bottom: Philippe Crépin, Veerle Hoebrechs, Inge Neven
Egemin Automation supplies industrial automation solutions that provide added value to the internal logistics and production processes of industrial companies that are active on the target markets of distribution, life sciences, food, oil & gas, chemicals, paper and printing, and infrastructure.
Egemin realizes new automation projects as well as adjustment works and other lifecycle services for existing and new customers. Egemin ended 2014 with particularly good figures, with sales and turnover of all divisions far exceeding the planned budget. A strict control of internal processes and a better selection of orders through a stronger focus on particular target markets and concept solutions led to a marked margin improvement for Egemin. Egemin closed the year with a net profit of 4.3 million euros.
Infra Automation
(€ 1,000, IFRS) 2014 2013 2012 Turnover 128,356 105,040 107,521 EBITDA 10,170 6,753 5,957 Net result (group share) 4,335 2,363 1,754 Shareholders' equity (group share) 26,376 21,914 20,323 Net financial position 5,911 12,586 2,228
The Life Sciences division (validation, compliance and automation) further consolidated its position in the pharmaceutical industry with some major new automation projects and interesting validation contracts for existing key accounts such as Johnson & Johnson in Belgium and the United States, Roche in Switzerland, and Abbott in Germany. Further vigorous growth is expected in 2015, primarily in the Benelux countries and Switzerland.
The Process Automation division (process and automation solutions for the food, oil & gas and chemical industries) again landed some major automation projects for bulk storage terminals in Antwerp and Rotterdam for customers such as Oiltanking and LBC. Besides lifecycle services,
61%
Shareholding percentage Sofinim
The Infra Automation division (automation of bridges, locks, tunnels and other infrastructure) carried out some major remote control projects for bridges and locks on the maritime canal between the river Scheldt and Charleroi, the Plassendale Canal, and for the railway bridges of Infrabel. It also supplied the validated software for the gas and fire detection system in the new Liefkenshoek rail tunnel, and carried out pumping station projects for flood control. For 2015, Egemin expects strong growth in Belgium and some major infrastructure projects in the Netherlands.
Egemin Automation will further implement its growth strategy in 2015 with continuing emphasis on the development of the international organization.
From left to right: Geert Stienen, Jo Janssens, Jan Vercammen
Shareholding percentage Sofinim
Euro Media Group (EMG), European leader in the audiovisual technical services market, has a presence in seven countries: France, Belgium, the Netherlands, Germany, the United Kingdom, Switzerland and Italy. The group developed its activity as a technical service provider by aiming to control all the stages of production, from image processing to transmission.
Today, EMG is one of the few independent European service providers offering a full range of high-tech services, ranging from the capture to the management of image and sound signals. Euro Media Group has the largest studio park and the largest fleet of mobile units in Europe.
In July 2014, PAI Partners acquired the majority (60%) of the shares of EMG. The main historical shareholders remained shareholders alongside PAI; Sofinim did not change the level of its participation in EMG.
2014 was an important year, with a strong presence of the group at the Winter Olympics in Sochi, the World Cup in Brazil, and other international sporting events such as the Commonwealth Games and the Ryder Cup.
Belgium (Videohouse), the United Kingdom and the Netherlands had a very good year. The acquisition of the technical facilities of Alfacam in 2013 had a positive impact on the activities in Belgium, and led to a further consolidation of the group's leadership position in Europe. In the United Kingdom, CTV reported a vigorous growth with new
www.euromediagroup.com
Thierry Drilhon
contracts with the BBC and SKY. SIS, one of the main competitors in the UK, decided in 2014 to leave the business, which gave CTV the opportunity to boost its income. Germany remains a challenge with strong local competition and a need for external studio capacity. Nobeo responds as effectively as possible to the changing demand with its HD truck.
France remains the group's main focus of attention. Although operating result in France was still negative in 2014, there was a slight improvement on a recurrent basis, without non-recurring items and international sporting events. The relocation from Bry-sur-Marne to Saint-Denis and the upgrade of one of the main HD trucks were important events for France. As part of the strategy to exit from film and fiction-related activities, Euro Media France sold the Transpalux entities in July 2014.
EMG also continued to develop new services. The development of a platform for Video on Demand (by United in the Netherlands) and of a solution for real-time geolocation for cyclists are just a few of the new services the group is focusing on.
In 2014, Gilles Chasson joined EMG's management team as Business Development Director.
The negative net result of -9.9 million euros is explained by non-operating expenses for the French operations and costs connected with the transaction with PAI Partners, which were partly offset by a capital gain on the sale of the Transpalux group in 2014 to a.o. Sofinim. The recurring EBITDA in 2014 was 32% up on 2013.
Euro Media Group
| (€ 1,000, IFRS) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 317,848 | 301,344 | 333,020 |
| EBITDA | 39,250 | 59,226 | 76,126 |
| Net result (group share) | -9,873 | 9,425 | 21,557 |
| Shareholders' equity (group share) | 180,695 | 189,001 | 179,828 |
| Net financial position | -68,754 | -82,001 | -89,521 |
47%
Shareholding percentage GIB
Groupe Flo is the French leader in the commercial restaurant business. The group has a portfolio of well-known brands of theme restaurants (Hippopotamus, Tablapizza and Taverne de Maître Kanter) and renowned brasseries (La Coupole, Bofinger, Le Bœuf sur le Toit). These businesses are spread across France, though mainly in Paris and its environs.
In 2014, the further deterioration of the French economic climate and the growing difficulties of the restaurant market in general were confirmed. Budgetary measures were introduced with a direct impact on French taxpayers, individuals as well as businesses, in the shape of higher social security charges and an increase in the VAT rate (by 3 percentage points). In that context, consumers continued to make adjustments to their spending patterns, with drastic cutbacks in leisure spending. Especially at lunchtime, lunchboxes and takeaway meals in particular have gained substantial popularity.
This general decline in restaurant visits led to a decrease in overall sales of the different brands of Groupe Flo by nearly 10% compared with 2013. The group reported a decrease in the number of visits and turnover for all chains, although the more upmarket segment of brasseries and the concessions market were able to stand firm. The EBITDA was also affected by the lower level of activity and showed a significant decrease compared with 2013. In this respect, impairments and provisions (42 million euros, without impact on the financial position) have been made on the assets, mainly at La Taverne de Maître Kanter and Bistro Romain, which led to a net result of -35.7 million euros.
In this difficult context, Groupe Flo renewed its management team with the arrival of a new CEO (Vincent Lemaitre) in September and the recruitment of two operations managers for Hippopotamus (Jean-François Valentin) and Tablapizza (Mélanie Farcot). A new experienced CFO (Véronique Chandelon) also joined the team and at the end of December led negotiations to reschedule the bank debt.
A new strategic four-year plan was formulated in close consultation with the board of directors. The plan was approved by the banks of the group, which are maintaining their financial support, thus making possible a restructuring of Groupe Flo. This plan, which has four main objectives, should restore profitability and inject fresh dynamism into the group. Nevertheless, certain assets will have to be closed for the operations to be financed and reorganized.
In order for this plan to succeed, the group's general organization has been completely transformed as well. Groupe Flo reorganized the head office's structures and operational control, based on a decentralized, simplified and consumer-focused brand-by-brand organizational model.
2015 will be a crucial year for the recovery of the group's business activity and strategy.
www.groupeflo.com
From left to right: top: Gilles Baumann, Franck Chevalier, Vincent Lemaitre, Jean-François Valentin bottom: Sophie Mouhieddine, Anne Sachet, Mélanie Farcot-Gigon, Véronique Chandelon
| (€ 1,000, IFRS) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 313,605 | 346,843 | 365,837 |
| EBITDA | 20,188 | 35,347 | 41,778 |
| Net result (group share) | -35,724 | 7,966 | 12,522 |
| Shareholders' equity (group share) | 126,728 | 165,824 | 159,101 |
| Net financial position | -68,487 | -57,702 | -74,711 |
Hertel
Shareholding percentage Sofinim
provider specializing in scaffolding, insulation, mechanical engineering, protective coatings and related technical services in the manufacturing industry. Hertel works worldwide for triple-A customers in the Oil and Gas, Process, Power and Offshore markets.
Hertel, established in 1895, is a leading international multidisciplinary service
In 2014, a great deal of attention was paid to restoring profitability and the concomitant restructuring of the organization. A strict focus on the core business, discontinuation of loss-making operations, reduction of overheads and a tight operational project control were central to this process. Important changes also took place in 2014 in the leadership of the organization with the appointment of a new CEO and COO. The results that were achieved in 2014 are encouraging.
Hertel did well in Europe, with a slight increase in results over 2013. In the United Kingdom, the good performance of 2013 continued, while in Belgium and in the Netherlands results maintained their level as the result of a focus on cost control. In Germany an improvement was noted despite the more difficult economic conditions, partly as a result of the large-scale TDI project for BASF. It was decided in 2014 to close down the operations of Apparatebau Grimma (Germany) due to the absence of sound prospects for the future. For the rest of the world, there was a strong improvement in 2014. In Australia, positive results
www.hertel.com
From left to right: Hugo Loudon, Victor Aquina, Eiko Ris
were recorded as operations for the Gorgon LNG project on Barrow Island were upscaled. In Asia, Hertel performed better with a solid order book and tight project management. In the Middle East, the results are not yet satisfactory; a recovery plan was put in place which is beginning to bear the first fruits. In view of the negative results of Hertel Offshore, a change of strategy was implemented, in which the company will focus increasingly on maintenance activities and medium-sized projects.
Turnover increased in 2014 by 6% to 816 million euros, despite the sale of the subsidiaries HVRS and Asbestos Removal, closing down the activities in Lithuania, and the more selective acceptance of new projects. The turnover increase was to a significant extent driven by maintenance contracts (scaffolding, insulation, painting, mechanical) and by large projects in Germany and in Australia. The EBITDA improved considerably from 3.3 million euros in 2013 to 21.6 million euros in 2014, and was still encumbered by approximately 6 million euros in restructuring costs. Those restructuring costs, the disappointing developments in the Offshore division, and the liquidation of a subsidiary in Germany still produced a loss of 3.3 million euros over the whole financial year. In the second half of 2014, however, Hertel returned to profit.
At year-end 2014, the net financial debt stood at 44 million euros and the solvency at 30%. This means a solid financial position for Hertel.
Hertel has a healthy, well-filled order book for 2015. In view of the progress made in the restructuring of loss-making operations, the cost reduction at the head office and the operational project management, the Executive Board expects a continuing recovery in 2015 and a further improvement in operational profitability.
In March 2015, Sofinim reached an agreement on the sale of its interest in Hertel. The transaction will have a positive impact of around 85 million euros on AvH's cash position after the closing in 2Q15.
Scaffolding works at AVR (Rotterdam)
| (€ 1,000, IFRS) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 815,575 | 767,418 | 907,246 |
| EBITDA | 21,629 | 3,259 | 24,455 |
| Net result (group share) | -3,276 | -34,356 | -32,939 |
| Shareholders' equity (group share) | 128,763 | 128,655 | 161,513(1) |
| Net financial position | -43,690 | -35,994 | -102,639 |
(1) Incl. the € 75 mio cash injection by NPM Capital and Sofinim in January 2013
Shareholding percentage Sofinim
Manuchar has its roots in commodity trading and, besides trading services, offers added value in logistics and distribution for a wide range of products, with special focus on chemicals and steel. Manuchar targets growth markets in Latin America, Africa and Asia, and has more than 1,600 people working in 41 countries.
Manuchar brings manufacturers closer to their markets by supporting them through local networks and infrastructure, and by offering financial services at every stage of the value chain.
The overseas branches are mainly active in the logistics services and distribution of chemicals. For this activity, Manuchar invests as far as possible down the value chain to the end customers. In 2014, new warehouses were completed in Colombia, Argentina, Peru and Ecuador, representing a total investment of 10 million USD. As a result of such investments, the branches can make their cost structure leaner and meet their specific logistics and distribution requirements even more effectively. In order to gain a top three position in the distribution of chemicals in the growth markets, Manuchar is continuously developing its product portfolio and customer support.
2014 was another very positive year for steel (Manuchar Steel) and non-ferrous (Baubur) trading activities, with a further increase in turnover. Manuchar limits the risks in all its trading activities by engaging in back-to-back trading, hedged by solid credit insurance. Manuchar Steel sources
Manuchar
| (€ 1,000, BGAAP) | 2014 2013 |
2012 | ||
|---|---|---|---|---|
| Turnover | 1,084,583 | 1,010,521 | 921,433 | |
| EBITDA | 43,364 | 41,967 | 27,039 | |
| Net result (group share) | 8,263 | 4,558 | 3,560 | |
| Shareholders' equity (group share) | 70,269 | 56,410 | 50,942 | |
| Net financial position | -297,925 | -257,521 | -231,139 |
primarily from China, Turkey and India, and focuses its sales on the growth markets of Latin America, Africa, the Middle East and Asia.
Manuchar also actively trades in other commodities such as polymers, paper, pharmaceuticals, cement, automotive, and wood. Also in 2015 Manuchar sees substantial growth opportunities for all those product groups.
In 2014, Manuchar successfully began the implementation of its new ERP software system Epicor. It will be gradually rolled out to all its branches worldwide, thus providing an important support tool for Manuchar's growth.
Manuchar also continued preparations for the start-up of a sodium sulphate production plant in Mexico, which will open in 2015. As world market leader in the distribution of sodium sulphate, Manuchar wants to meet the demand for alternative sources to the strongly China-dominated production, and at the same time ensure even better control over quality, from extraction to delivery to the customer.
84%
Shareholding percentage GIB
Trasys is active in the IT sector, with a wide range of services (consulting, SAP services, customized software development, systems integration and the operation of IT infrastructures), for both the Belgian and European public sectors and the private sector, in particular for electricity and utility companies, financial services and the manufacturing industry.
Trasys
The company employs more than 700 professionals in Belgium, France, Greece, Luxembourg, Spain, the United Kingdom and Switzerland.
The market for IT services is characterized by a considerable pressure on prices, rising labour costs, and a shortage of qualified IT professionals,
www.trasys.be
From left to right: Thomas Ducamp, Benoît Görtz, Jan Jannes, Didier Debackère, Bernard Geubelle, Evangelos Evangelides, Chris De Hous
while the unrelenting process of digitization opens up new opportunities. In this highly competitive market, Trasys renewed a substantial number of contracts, in particular the ESP-DESIS framework contract (External Service Provisioning for Development, Studies and Support for Information Systems) for the European Commission. New customers were also won among the European institutions, the federal and regional authorities, the manufacturing industry, and the financial services sector.
In 2014, Trasys also invested in the development of distinctive and replicable solutions, more specifically in the fields of mobility, business analytics, digital commerce, shop floor management, and security.
Trasys realized a 3.3% turnover growth to 75.6 million euros. The net profit amounted to 1.9 million euros, after financial charges of 0.4 million euros and taxes of 1.7 million euros.
Trasys focuses on the further development of strategic partnerships and the marketing of its solutions. Its strategy aims at fixed income from major long-term framework agreements but with limited margins in a highly competitive market, on the one hand, and at large projects and solutions with high added value on the other.
| (€ 1,000, IFRS) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 75,648 | 73,185 | 69,283 |
| EBITDA | 4,700 | 4,816 | 5,102 |
| Net result (group share) | 1,896 | 2,781 | 1,908 |
| Shareholders' equity (group share) | 22,920 | 21,959 | 18,985 |
| Net financial position | -7,665 | -8,562 | -12,077 |
Turbo's Hoet Groep (THG), with its headquarters in Hooglede (Roeselare), is active in the sales, maintenance and leasing of trucks. The company also distributes and overhauls parts for trucks and cars. The group has its own sites in Belgium, France, the Netherlands, Russia, Belarus, Bulgaria, Romania and Poland.
Turbo's Hoet Groep realizes its turnover in the Turbotrucks, Turbolease and Turboparts divisions.
Turbotrucks (dealerships, sales and maintenance of trucks and trailers) has 25 sites in Belgium, France, Russia, Belarus and Bulgaria, and is one of the biggest DAF dealers worldwide. Turbotrucks is also a dealer for IVECO, Dongfeng, Nissan, Mitsubishi, Fiat Professional and Kögel.
In Europe, about 6% less new trucks were registered in 2014 than in 2013. In the markets where Turbotrucks is active, an 11% decrease was recorded in Belgium, France and Bulgaria, with an even greater decrease in Russia and Belarus. Turbotrucks sold about 12% less new trucks in 2014 than in 2013, a decrease that is attributable to the shrinking Russian and Belarusian markets.
Turbolease (long and short-term rental of trucks and trailers) is the largest independent leasing company for trucks in Belgium with a fleet of around 3,000 units.
Despite the difficult market conditions, Turbolease reported an increase in activity and remained highly profitable.
Turboparts is one of the key players for truck and car parts in Belgium and France, and one of the largest independent players in the European turbo aftermarket.
Turboparts reinforced its renewed growth ambitions with the start-up of a new site in Poland, although the general market conditions remain difficult.
The group realized a turnover in 2014 of 367 million euros (2013: 406 million euros). There was a decrease in the net result, primarily due to unrealized foreign exchange losses on the RUB amounting to nearly 4 million euros, to 0.4 million euros (2013: 5.6 million euros). 2014 saw the start of construction work on a new head office and a new garage in Hooglede.
The group has construction plans for new garages in Sofia (Bulgaria), Minsk (Belarus) and Le Havre (France) in the near future. Although the macroeconomic outlook for 2015 seems uncertain, especially as far as the Russian market is concerned, Turbo's Hoet Groep continues to look to the future with confidence.
Shareholding percentage Sofinim
Turbo's Hoet Groep
From left to right: Serge Van Hulle, Peter Tytgadt, Filip Matthijs, Bart Dobbels, Piet Wauters
115
| (€ 1,000, BGAAP) | 2014 | 2013 | 2012 |
|---|---|---|---|
| Turnover | 366,514 | 405,553 | 471,255 |
| EBITDA | 14,989 | 17,870 | 19,487 |
| Net result (group share) | 355 | 5,638 | 7,755 |
| Shareholders' equity (group share) | 81,009 | 88,109 | 87,717 |
| Net financial position | -96,212 | -95,955 | -79,863 |
| Consolidated annual accounts 120 | ||
|---|---|---|
| Income statement 120 | ||
| Statement of comprehensive income 121 | ||
| Balance sheet 122 | ||
| Cash flow statement 124 | ||
| Statement of changes in equity 125 | ||
| Notes to the financial statements | ||
| 1. | Valuation rules 126 | |
| 2. | Restated financial statements 2013 132 | |
| 3. | Subsidiaries and jointly controlled subsidiaries 134 | |
| 4. | Associated participating interests 139 | |
| 5. | Business combinations and disposals 141 | |
| 6. | Segment information 144 | |
| 7. | Intangible assets 155 | |
| 8. | Goodwill 155 | |
| 9. | Tangible assets 156 | |
| 10. | Investment property at fair value 157 | |
| 11. | Participations accounted for using the equity method 158 | |
| 12. | Financial assets 159 | |
| 13. | Banks - receivables from credit institutions and clients 164 | |
| 14. | Inventories and construction contracts 165 | |
| 15. | Minorities 166 | |
| 16. | Lease 168 | |
| 17. | Provisions 168 | |
| 18. | Financial debts 169 | |
| 19. | Banks - debts to credit institutions, clients & securities 170 | |
| 20. | Financial instruments 171 | |
| 21. | Taxes 174 | |
| 22. | Share based payment 175 | |
| 23. | Rights and commitments not reflected in the balance sheet 176 | |
| 24. | Employment 177 | |
| 25. | Pension liabilities 177 | |
| 26. | Related parties 179 | |
| 27. | Discontinued operations 181 | |
| 28. | Earnings per share 181 | |
| 29. | Proposed and distributed dividends 181 | |
| Statutory auditor's report 182 | ||
| Statutory annual accounts 183 | ||
| Comments on the statutory annual accounts 187 |
| (€ 1,000) Note |
2014 | 2013 |
|---|---|---|
| Revenue | 4,159,261 | 521,752 |
| Rendering of services | 57,599 | 42,550 |
| Lease revenue | 9,462 | 10,500 |
| Real estate revenue | 104,160 | 55,028 |
| Interest income - banking activities | 122,797 | 125,958 |
| Fees and commissions - banking activities | 32,020 | 31,601 |
| Revenue from construction contracts | 3,748,384 | 240,269 |
| Other operating revenue | 84,839 | 15,845 |
| Other operating income | 5,014 | 4,356 |
| Interest on financial fixed assets - receivables | 815 | 1,297 |
| Dividends | 4,106 | 2,978 |
| Government grants | 0 | 0 |
| Other operating income | 92 | 81 |
| Operating expenses (-) | -3,888,812 | -457,187 |
| Raw materials and consumables used (-) | -2,256,432 | -151,456 |
| Changes in inventories of finished goods, raw materials & consumables (-) | 6,736 | -369 |
| Interest expenses Bank J.Van Breda & C° (-) | -48,461 | -57,951 |
| Employee expenses (-) 24 |
-723,794 | -126,172 |
| Depreciation (-) | -260,295 | -13,663 |
| Impairment losses (-) | -39,782 | -16,945 |
| Other operating expenses (-) | -564,905 | -90,887 |
| Provisions | -1,878 | 257 |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss | 4,001 | 960 |
| Development capital | 0 | 12 |
| Financial assets held for trading 20 |
0 | 64 |
| Investment property 10 |
4,001 | 883 |
| Profit (loss) on disposal of assets | 36,342 | 48,894 |
| Realised gain (loss) on intangible and tangible assets | 7,642 | 622 |
| Realised gain (loss) on investment property | 2,518 | 256 |
| Realised gain (loss) on financial fixed assets | 24,603 | 46,011 |
| Realised gain (loss) on other assets | 1,579 | 2,005 |
| Profit (loss) from operating activities | 315,806 | 118,775 |
| Finance income | 57,019 | 5,145 |
| Interest income | 14,268 | 3,665 |
| Other finance income | 42,751 | 1,480 |
| Finance costs (-) | -89,973 | -21,542 |
| Interest expenses (-) | -44,179 | -11,966 |
| Other finance costs (-) | -45,794 | -9,576 |
| Derivative financial instruments designated at fair value through profit and loss 20 |
-346 | 3,565 |
| Share of profit (loss) from equity accounted investments 11 |
128,299 | 153,333 |
| Other non-operating income 5 |
6,806 | 109,399 |
| Other non-operating expenses (-) | 0 | 0 |
| Profit (loss) before tax | 417,611 | 368,676 |
| Income taxes 21 |
-88,335 | -20,985 |
| Deferred taxes | -11,633 | -7,491 |
| Current taxes | -76,702 | -13,495 |
| Profit (loss) after tax from continuing operations | 329,276 | 347,690 |
| 27 Profit (loss) after tax from discontinued operations |
0 | 0 |
| Profit (loss) of the period | 329,276 | 347,690 |
| Minority interests | 114,152 | 53,790 |
| Share of the group | 215,125 | 293,901 |
| EARNINGS PER SHARE (€) | ||
| 1. Basic earnings per share | ||
| 1.1. from continued and discontinued operations | 6.49 | 8.87 |
| 1.2. from continued operations | 6.49 | 8.87 |
| 2. Diluted earnings per share | ||
| 2.1. from continued and discontinued operations | 6.47 | 8.85 |
| 2.2. from continued operations | 6.47 | 8.85 |
We refer to the segment information on pages 144 to 154 for more comments on the consolidated results.
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| Profit (loss) of the period | 329,276 | 347,690 |
| Minority interests | 114,152 | 53,790 |
| Share of the group | 215,125 | 293,901 |
| Other comprehensive income | -19,168 | 25,703 |
| Items that may be reclassified to profit or loss in subsequent periods | ||
| Changes in revaluation reserve: financial assets available for sale | -5,649 | 4,219 |
| Taxes | -401 | 2,369 |
| -6,050 | 6,588 | |
| Changes in revaluation reserve: hedging reserves | -30,882 | 36,513 |
| Taxes | 3,098 | -8,068 |
| -27,784 | 28,445 | |
| Changes in revaluation reserve: translation differences | 17,524 | -14,653 |
| Items that cannot be reclassified to profit or loss in subsequent periods | ||
| Changes in revaluation reserve: actuarial gains (losses) defined benefit pension plans | -1,678 | 7,419 |
| Taxes | -1,179 | -2,095 |
| -2,858 | 5,324 | |
| Total comprehensive income | 310,108 | 373,393 |
| Minority interests | 104,288 | 60,211 |
| Share of the group | 205,820 | 313,182 |
The recognition at fair value of financial assets available for sale had a negative impact of 6.1 million euros in 2014. It involves unrealized (i.e. only in the accounts) adjustments to the value of assets that were still in portfolio as at December 31, 2014 (but are available for sale) compared to the situation at year-end 2013. The decrease in this item is explained by the sale in 2014 of the Belfimas shares, so that the unrealized capital gain that still existed on that item at year-end 2013 was converted into a realized result. The portfolios of AvH, Sofinim, Bank J.Van Breda & C°, Delen Investments and Leasinvest Real Estate also contain financial assets available for sale, of which the value on balance showed a positive evolution during 2014.
Hedging reserves arise from fluctuations in the fair value of hedging instruments taken out by several group companies to hedge against certain risks. Several group companies have hedged against a rise in interest rates. The negative trend is explained by the decrease in fair value of the interest rate hedges that were taken out, for instance by Leasinvest Real Estate for the purpose of fixing its financing cost.
The positive trend in the item 'Translation differences' amounted to 17.5 million euros in 2014 as a result of the appreciation of several currencies against the euro. The main contribution is made by the appreciation of the USD from the consolidation of the stake in Sipef.
With the introduction of the amended IAS19 accounting standard in 2013, the actuarial gains and losses on certain pension plans are recognized directly in the unrealized results. Generally speaking, the further decrease in the discount rate leads to a negative adjustment.
| (€ 1,000) Note |
2014 | 2013 * |
|---|---|---|
| I. Non-current assets | 7,286,383 | 7,083,942 |
| Intangible assets 7 |
119,091 | 125,964 |
| Goodwill 8 |
319,358 | 322,054 |
| Tangible assets 9 |
1,695,661 | 1,731,180 |
| Land and buildings | 218,698 | 188,853 |
| Plant, machinery and equipment | 1,436,646 | 1,497,330 |
| Furniture and vehicles | 19,453 | 23,048 |
| Other tangible assets | 4,484 | 2,950 |
| Assets under construction and advance payments | 16,031 | 18,606 |
| Operating lease - as lessor (IAS 17) | 349 | 392 |
| Investment property 10 |
730,161 | 700,247 |
| Participations accounted for using the equity method 11 |
1,199,141 | 1,165,009 |
| Financial fixed assets 12 |
284,345 | 299,280 |
| Available for sale financial fixed assets | 148,847 | 151,271 |
| Receivables and warranties | 135,498 | 148,009 |
| Non-current hedging instruments 20 |
2,946 | 2,340 |
| Amounts receivable after one year 12 |
146,176 | 129,861 |
| Trade receivables | 0 | 44 |
| Finance lease receivables 16 |
110,989 | 113,106 |
| Other receivables | 35,187 | 16,710 |
| Deferred tax assets 21 |
129,988 | 141,717 |
| Banks - receivables from credit institutions and clients after one year 13 |
2,659,517 | 2,466,291 |
| II. Current assets | 4,153,408 | 3,931,709 |
| Inventories 14 |
126,271 | 137,466 |
| Amounts due from customers under construction contracts 14 |
249,020 | 177,964 |
| Investments | 634,727 | 665,262 |
| Available for sale financial assets 12 |
634,713 | 664,908 |
| Financial assets held for trading | 14 | 354 |
| Current hedging instruments 20 |
5,754 | 12,150 |
| Amounts receivable within one year 12 |
1,255,386 | 1,231,445 |
| Trade debtors | 1,044,280 | 1,040,880 |
| Finance lease receivables 16 |
43,359 | 42,007 |
| Other receivables | 167,747 | 148,558 |
| Current tax receivables 21 |
8,327 | 1,782 |
| Banks - receivables from credit institutions and clients within one year 13 |
910,351 | 903,709 |
| Banks - loans and advances to banks | 64,722 | 59,706 |
| Banks - loans and receivables (excluding leases) | 842,978 | 841,457 |
| Banks - cash balances with central banks | 2,651 | 2,546 |
| Geldmiddelen en kasequivalenten | 922,226 | 767,009 |
| Time deposits for less than three months | 139,160 | 115,192 |
| Cash | 783,066 | 651,817 |
| Deferred charges and accrued income | 41,347 | 34,921 |
| III. Assets held for sale 10 |
49,584 | 11,544 |
| TOTAL ASSETS | 11,489,375 | 11,027,195 |
*We refer to Note 2 for more details regarding the Restated financial statements 2013.
| (€ 1,000) Note |
2014 | 2013 * |
|---|---|---|
| I. Total equity | 3,499,369 | 3,277,362 |
| Equity - group share | 2,402,197 | 2,251,539 |
| Issued capital | 113,907 | 113,907 |
| Share capital | 2,295 | 2,295 |
| Share premium | 111,612 | 111,612 |
| Consolidated reserves | 2,304,007 | 2,140,707 |
| Revaluation reserves | 6,312 | 15,616 |
| Financial assets available for sale | 25,322 | 39,780 |
| Hedging reserves | -16,646 | -6,361 |
| Actuarial gains (losses) defined benefit pension plans | -5,290 | -3,582 |
| Translation differences | 2,926 | -14,220 |
| Treasury shares (-) 22 |
-22,029 | -18,692 |
| Minority interests 15 |
1,097,172 | 1,025,823 |
| II. Non-current liabilities | 2,601,546 | 2,411,819 |
| Provisions 17 |
99,881 | 86,482 |
| Pension liabilities 25 |
46,403 | 44,535 |
| Deferred tax liabilities 21 |
157,226 | 163,269 |
| Financial debts 18 |
1,231,127 | 1,177,080 |
| Bank loans | 752,219 | 838,211 |
| Bonds | 404,110 | 304,387 |
| Subordinated loans | 3,287 | 3,173 |
| Finance leases | 70,607 | 26,746 |
| Other financial debts | 904 | 4,563 |
| Non-current hedging instruments 20 |
66,308 | 38,933 |
| Other amounts payable after one year | 102,900 | 107,411 |
| Banks - non-current debts to credit institutions, clients & securities 19 |
897,701 | 794,108 |
| Banks - deposits from credit institutions | 0 832,418 |
832 |
| Banks - deposits from clients Banks - debt certificates including bonds |
8 | 715,368 8 |
| Banks - subordinated liabilities | 65,275 | 77,900 |
| III. Current liabilities | 5,369,297 | 5,338,014 |
| Provisions 17 |
31,963 | 34,658 |
| Pension liabilities 25 |
261 | 208 |
| Financial debts 18 Bank loans |
451,759 242,377 |
596,218 212,091 |
| Bonds | 0 | 100,000 |
| Finance leases | 8,986 | 5,393 |
| Other financial debts | 200,395 | 278,733 |
| Current hedging instruments 20 |
24,569 | 18,376 |
| Amounts due to customers under construction contracts 14 |
246,723 | 194,181 |
| Other amounts payable within one year | 1,422,970 | 1,295,027 |
| Trade payables | 1,181,419 | 1,052,723 |
| Advances received on construction contracts | 1,617 | 1,837 |
| Amounts payable regarding remuneration and social security | 139,022 | 154,750 |
| Other amounts payable | 100,911 | 85,717 |
| Current tax payables 21 |
60,963 | 16,701 |
| Banks - current debts to credit institutions, clients & securities 19 |
3,068,832 | 3,123,241 |
| Banks - deposits from credit institutions | 12,432 | 105,488 |
| Banks - deposits from clients | 2,903,509 | 2,883,169 |
| Banks - debt certificates including bonds | 138,653 | 128,011 |
| Banks - subordinated liabilities | 14,238 | 6,573 |
| Accrued charges and deferred income | 61,257 | 59,403 |
| IV. Liabilities held for sale 10 |
19,164 | 0 |
| TOTAL EQUITY AND LIABILITIES | 11,489,375 | 11,027,195 |
*We refer to Note 2 for more details regarding the Restated financial statements 2013.
| I. Cash and cash equivalents, opening balance 767,009 171,784 Profit (loss) from operating activities 315,806 118,775 Reclassification 'Profit (loss) on disposal of assets' to cash flow from divestments -36,342 -48,894 Dividends from participations accounted for using the equity method 38,696 46,980 Other non-operating income (expenses) 6,806 109,399 Income taxes -82,136 -20,985 Non-cash adjustments Depreciation 260,295 13,663 Impairment losses 39,797 16,958 Share based payment 3,291 1,362 Profit (loss) on assets/liabilities designated at fair value through profit and loss -4,001 -960 (Decrease) increase of provisions 1,877 -23 (Decrease) increase of deferred taxes 11,633 7,491 Other non-cash expenses (income) 1,727 -101,396 Cash flow 557,449 142,369 Decrease (increase) of working capital -2,420 258,873 Decrease (increase) of inventories and construction contracts -20,039 6,593 Decrease (increase) of amounts receivable -19,688 -12,695 Decrease (increase) of receivables from credit institutions and clients (banks) -190,911 -139,703 Increase (decrease) of liabilities (other than financial debts) 172,894 -1,322 Increase (decrease) of debts to credit institutions, clients & securities (banks) 47,838 411,402 Decrease (increase) other 7,485 -5,402 CASH FLOW FROM OPERATING ACTIVITIES 555,029 401,242 Investments -890,673 -884,575 Acquisition of intangible and tangible assets -219,760 -39,879 Acquisition of investment property -43,983 -101,873 Acquisition of financial fixed assets -18,824 -165,265 New amounts receivable -13,611 -52,712 Acquisition of investments -594,496 -524,846 Divestments 723,370 554,683 Disposal of intangible and tangible assets 14,035 1,608 Disposal of investment property 13,906 28,915 Disposal of financial fixed assets 74,547 107,067 Reimbursements of amounts receivable 410 28,325 Disposal of investments 620,473 388,768 CASH FLOW FROM INVESTING ACTIVITIES -167,303 -329,892 Financial operations Interest received 13,970 3,665 Interest paid -57,747 -11,966 Other financial income (costs) -5,746 -8,551 Decrease (increase) of treasury shares -3,454 -3,048 (Decrease) increase of financial debts -91,478 131,644 Distribution of profits -56,361 -55,349 Dividends paid to minority interests -37,853 -23,290 CASH FLOW FROM FINANCIAL ACTIVITIES -238,670 33,106 II. Net increase (decrease) in cash and cash equivalents 149,056 104,456 Change in consolidation scope or method 4,620 448,334 Capital increase Leasinvest Real Estate (minorities) 0 41,976 Impact of exchange rate changes on cash and cash equivalents 1,540 459 |
(€ 1,000) | 2014 | 2013 |
|---|---|---|---|
| III. Cash and cash equivalents - ending balance | 922,226 | 767,009 |
A detailed cash flow statement per segment is presented on page 149 of this report.
| Revaluation reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (€ 1,000) | Issued capital & share premium |
Consolidated reserves | Financial assets available for sale |
Hedging reserves | defined benefit pension Actuarial gains (losses) plans |
Translation differences | Treasury shares | Equity - group share | Minority interests | Total equity |
| Opening balance, 1 January 2013 | 113,907 | 1,905,870 | 33,626 | -28,121 | -5,196 | -165 | -16,655 | 2,003,267 | 510,964 | 2,514,231 |
| Profit | 293,901 | 293,901 | 53,790 | 347,690 | ||||||
| Unrealised results | 6,154 | 21,973 | 5,106 | -13,951 | 19,281 | 6,422 | 25,703 | |||
| Total of realised and unrealised results |
0 | 293,901 | 6,154 | 21,973 | 5,106 | -13,951 | 0 | 313,182 | 60,211 | 373,393 |
| Distribution of dividends of the previous financial year |
-55,349 | -55,349 | -21,982 | -77,331 | ||||||
| Operations with treasury shares | -2,037 | -2,037 | -2,037 | |||||||
| Changes in consolidation scope (CFE) | -212 | -3,492 | -105 | -3,809 | 452,584 | 448,774 | ||||
| Other (a.o. changes in consol. scope / beneficial interest %) |
-3,716 | -3,716 | 24,046 | 20,330 | ||||||
| Ending balance, 31 December 2013 | 113,907 | 2,140,707 | 39,780 | -6,361 | -3,582 | -14,220 | -18,692 | 2,251,539 | 1,025,823 | 3,277,362 |
| Revaluation reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (€ 1,000) | Issued capital & share premium |
Consolidated reserves | Financial assets available for sale |
Hedging reserves | defined benefit pension Actuarial gains (losses) plans |
Translation differences | Treasury shares | Equity - group share | Minority interests | Total equity |
| Opening balance, 1 January 2014 | 113,907 | 2,140,707 | 39,780 | -6,361 | -3,582 | -14,220 | -18,692 | 2,251,539 | 1,025,823 | 3,277,362 |
| Profit | 215,125 | 215,125 | 114,152 | 329,276 | ||||||
| Unrealised results | -14,458 | -10,286 | -1,708 | 17,146 | -9,305 | -9,864 | -19,168 | |||
| Total of realised and unrealised results |
0 | 215,125 | -14,458 | -10,286 | -1,708 | 17,146 | 0 | 205,820 | 104,288 | 310,108 |
| Distribution of dividends of the previous financial year |
-56,361 | -56,361 | -37,853 | -94,214 | ||||||
| Operations with treasury shares | -3,338 | -3,338 | -3,338 | |||||||
| Other (a.o. changes in consol. scope / beneficial interest %) |
4,538 | 4,538 | 4,914 | 9,453 | ||||||
| Ending balance, 31 December 2014 | 113,907 | 2,304,007 | 25,322 | -16,646 | -5,290 | 2,926 | -22,029 | 2,402,197 | 1,097,172 | 3,499,369 |
The note to the revaluation reserves, which in accordance with IFRS rules are recognized directly in the equity, can be found on page 121 of this report.
In 2014, AvH sold 34,500 treasury shares and purchased 56,000 shares as part of the stock option plan for its personnel. As at December 31, 2014, there were a total of 345,500 stock options outstanding. To hedge that obligation, AvH (together with subsidiary Brinvest) had a total of 380,000 shares in portfolio.
In addition, 694,218 AvH shares were purchased and 694,699 AvH shares sold in 2014 as part of the agreement that AvH had concluded with Kepler Cheuvreux to support the liquidity of the AvH share. Kepler Cheuvreux acts entirely autonomously in those transactions, but as they are carried out on behalf of AvH, the net sale of 481 AvH shares in this context has an impact on AvH's equity.
The other changes in equity include 0.5 million euros of periodical value adjustment in the commitment that Delen Investments has made to acquire the minority interest in JM Finn & Co. The other adjustments relate to changes in the equity of Corelio and Groupe Financière Duval, among others, as a result of changes in their group structure.
The issued capital amounts to 2,295,277.90 euros. The capital is fully paid-up and is represented by 33,496,904 shares without nominal value. Please refer to page 188 for more details regarding AvH's authorised capital.
AvH had a net cash position of 21.3 million euros at the end of 2014, compared to -3.1 million euros at the end of 2013. The negative cash position at year-end 2013 was due to the payment to Vinci of 138.0 million euros for the acquisition of half its stake in CFE (3,066,440 shares). The increase in the net cash position in 2014 is primarily the result of the sale by Sofinim of its interest in NMC and of the Belfimas shares which AvH owned, on the one hand, and AvH's limited investment activity in 2014 on the other. In June 2014, AvH paid a dividend of 56.9 million euros to the shareholders (incl. dividend paid to treasury shares).
In addition to the commercial paper programs that allow AvH to issue commercial paper in an aggregate amount of 250 million euros, AvH has confirmed credit lines, spread over different banks, which largely exceed this amount. As a general rule, AvH & subholdings do not make commitments or grant securities with respect to liabilities of the operational group companies. Exceptions to this rule are made in specific cases only.
The consolidated annual accounts are prepared in accordance with the International Financial Reporting Standards and IFRIC interpretations effective on 31 December 2014, as approved by the European Commission.
The financial reporting principles applied are consistent with those of the previous financial year, except for the following new and amended IFRS standards and IFRIC interpretations that apply with effect from 1 January 2014:
Insofar as application of the standard or interpretation has an impact on the financial position or results of AvH, those standards or interpretations are described below:
IFRS 10 replaces the section of IAS 27 'Consolidated and Separate Financial Statements' that relates to the consolidated financial statements. IFRS 10 also replaces the regulations of SIC-12 'Consolidation – Special Purpose Entities'.
This standard changes the definition of control. According to IFRS 10, an investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
IFRS 11 replaces IAS 31 'Interests in Joint Ventures' and SIC-13 'Jointly Controlled Entities - Non-Monetary Contributions by Venturers'. According to this new standard, entities no longer have the option to proportionally consolidate jointly controlled entities. These entities are accounted for using the equity method if they meet the definition of a joint venture.
The application of IFRS 10 and IFRS 11 has no impact on the consolidation method or scope of AvH, since the control or joint control defined by AvH was already in line with the amended IFRS rules. Furthermore, from the first-time application of IFRS, AvH has always used the equity method to account for the jointly controlled subsidiaries, based on the option offered by IAS 31.
IFRS 12 contains disclosure requirements about interests in subsidiaries, joint arrangements, associates and special purpose entities. Those disclosure requirements are more extensive than the earlier requirements.
The disclosures by AvH were amended as appropriate, for instance with disclosures about minority interests.
The new standards (or amendments) that apply as of financial year 2014 and which the group reasonably expects will have a future impact on the notes, financial position or results of the group are:
The impact has not been determined yet.
The consolidated annual accounts have been prepared on a historical cost basis, except for financial instruments and certain assets which are measured at fair value.
The consolidated annual accounts contain the financial details of the parent AvH NV, its subsidiaries and jointly controlled companies, as well as the share of the group in the results of the associated companies.
Subsidiaries are entities which are controlled by the group. Control exists when AvH (a) has power over the subsidiary; (b) is exposed, or has rights, to variable returns from its involvement with the subsidiary; and (c) has the ability to affect those returns through its power over the subsidiary. The participating interests in subsidiaries are consolidated in full as from the date of acquisition until the end of the control.
The financial statements of the subsidiaries have been prepared for the same reporting period as AvH and uniform IFRS valuation rules have been used. All intra-group transactions and unrealised intragroup profits and losses on transactions between group companies have been eliminated. Unrealised losses have been eliminated unless they concern an impairment.
Companies which are controlled jointly (defined as those entities in which the group has joint control, among others via the shareholders' percentage or via contractual agreement with one or more of the other shareholders and that are considered to be joint ventures) are included on the basis of the equity method as from the date of acquisition until the end of the joint control.
Associated participating interests in which the group has a significant influence, more specifically companies in which AvH has the power to participate (without control) in the financial and operational management decisions, are included in accordance with the equity method, as from the date of acquisition until the end of the significant influence.
According to the equity method, the participating interests are initially recorded at cost and the carrying amount is subsequently modified to include the share of the group in the profit or loss of the participating interest, as from the date of purchase. The financial statements of these companies are prepared for the same reporting period as AvH and uniform IFRS valuation rules are applied. Unrealised intragroup profits and losses on transactions are eliminated to the extent of the interest in the company.
Intangible fixed assets with a finite useful life are stated at cost, less accumulated amortisation and any accumulated impairment losses.
Intangible fixed assets are amortised on a straight-line basis over the useful economic life. The useful economic life is stated per annum and this is also the case for any residual value. The residual value is assumed to be zero.
Intangible fixed assets with indefinite useful life, stated at cost, are not amortised but are subject to an impairment test on an annual basis and whenever indications of a possible impairment occur.
Costs for starting up new activities are included in the profit or loss at the time they occur.
Research expenses are taken into profit or loss in the period in which they arise. Development expenses that meet the severe recognition criteria of IAS 38 are capitalised and amortised over the useful life.
The valuation rules applied when accounting for acquisitions of residential care centres are as follows:
Goodwill is the positive difference between the cost of the business combination and the share of the group in the fair value of the acquired assets, the acquired liabilities and contingent liabilities of the subsidiary, jointly controlled subsidiary or associated participating interests at the time of the acquisition.
Goodwill is not amortised but is subject to an annual impairment test and whenever indications of a possible impairment have occurred.
Tangible fixed assets are carried at cost or production cost less accumulated amortisations and any impairments.
Tangible fixed assets are amortised on a straight-line basis over the useful economic life. The useful life is reviewed on a yearly basis and this is also the case for any residual value.
Repair and maintenance expenses for tangible assets are recognized as an expense in the period in which they occur, unless they result in an increase of the future economic benefit of the respective tangible fixed assets, which justifies their capitalisation.
Assets under construction are amortised as from the time they are taken into use.
Government grants are recorded as deferred income and taken into profit as income over the useful life of the asset following a systematic and rational basis.
On each closing date, the group verifies whether there are indications that an asset is subject to an impairment. In the event that such indications are present, an estimation is made of the recoverable amount. When the carrying amount of an asset is higher than the recoverable amount, an impairment is recorded in order to bring the carrying amount of the asset back to the recoverable amount.
The recoverable amount of an asset is defined as the higher of the fair value minus costs to sell (assuming a voluntary sale) and the value in use (based upon the net present value of the estimated future cash flows). Any resulting impairments are charged to the profit and loss account.
Previously recorded impairments, except on goodwill and available for sale financial assets, are reversed through the profit and loss account when they are no longer valid.
Finance lease (group's company carries all substantial risks and rewards of ownership)
At the start of the lease period, the assets and liabilities are recognized at fair value of the leased asset or if lower, the net present value of the minimum lease payments, as determined at the time of the beginning of the lease. The discount rate used for the calculation of the net present value of the minimum lease payments is the interest rate implied in the lease agreement, insofar as this rate can be determined. In the other case, the marginal interest rate of the lessee is to be used.
Operating lease (substantial risks and rewards remain with the lessor) The lease payments are recognized at cost on a straight-line basis over the lease period, unless a different systematic basis better represents the time pattern of the rewards for the user.
The finance lease contracts are recorded in the balance sheet under the long and short-term receivables at the present value of the future lease payments and the residual value, irrespective of whether the residual value is guaranteed. The accrued interests are recognized in the income statement, calculated at the interest rate implied in the lease. Acquisition costs related to lease contracts and allocatable to the contract are recorded in the income statement across the term of the contract. Acquisition costs which cannot be allocated to a contract (super commission, certain campaigns) are immediately recorded in the income statement.
The operating leases concern leases which do not qualify as a finance lease. A distinction is made between operating leases which, in accordance with IAS 17, are measured at cost, and operating leases which are considered as investment property and which, in accordance with IAS 40.33 are measured at fair value by which means the changes in fair value are recorded in the profit and loss account.
The difference between both types depends on the calculation method of the option. If the call option takes into account the market value, the contract will be qualified as a property investment. In all other cases, these contracts are considered as operating leases in accordance with IAS 17.
These investments cover buildings which are ready to be leased (operative real estate investments) as well as buildings under construction or being developed for future use as operative real estate investments (project development).
Investment property is measured at fair value through profit or loss. On a yearly basis, the fair value of the leased buildings is determined upon valuation reports.
Available-for-sale shares and securities are measured at fair value. Changes in fair value are reported in equity until the sale or impairment of the investments, in which case the cumulative revaluation is
recorded in the income statement. When the fair value of a financial asset cannot be defined reliably, it is valued at cost.
When a decline in the fair value of an available-for-sale financial asset had been recognized directly in equity and there is objective evidence that the asset is impaired, the cumulative losses that had been recognized directly in equity are recorded in the profit and loss account.
Changes in fair value of 'financial assets designated at fair value through profit or loss' are recorded in the profit and loss account.
The operational subsidiaries belonging to the AvH-group are each responsible for their risk management, such as exchange risk, interest risk, credit risk, commodity risk, etc. The risks vary according to the particular business where the subsidiaries are active and therefore they are not managed centrally at group level. The respective executive committees report to their board of directors or audit committee regarding their hedging policy.
At the level of AvH and subholdings, the (mainly interest) risks are however managed centrally by the AvH Coordination Centre. Derivative instruments are initially valued at cost. Subsequently, these instruments are recorded in the balance sheet at their fair value; the changes in fair value are reported in the income statement unless these instruments are part of hedging transactions.
The value fluctuations of a derivative financial instrument that complies with the strict conditions for recognition as a cash flow hedge are recorded in equity for the effective part. The ineffective part is recorded directly in the profit and loss account. The hedging results are recorded out of equity into the profit and loss account at the moment the hedged transaction influences the result.
Changes in fair value of a derivative instrument that is formally allocated to hedge the changes of fair value of recorded assets and liabilities, are recognized in the profit and loss account together with the profits and losses caused by the fair value revaluation of the hedged component. The value fluctuations of derivative financial instruments, which do not meet the criteria for fair value hedge or cash flow hedge are recorded directly in the profit and loss account.
Financial debts and receivables are valued at amortised cost using the effective interest method.
Trade receivables and other receivables are valued at nominal value, less any impairments for uncollectible receivables.
Cash and cash equivalents consist of cash and short-term investments and are recorded on the balance sheet at nominal value.
Inventories are valued at cost (purchase or production cost) or at net realisable value when this is lower. The production cost comprises all direct and indirect costs incurred in bringing the inventories to their completion at balance sheet date and this corresponds with the estimated sales prices in normal circumstances, minus the handling, marketing and distribution costs (net realizable value). Construction contracts are valued according to the Percentage of Completion method whereby the result is recognized in accordance with progress of the works. Expected losses are immediately recognized as an expense.
Costs which are related to a capital transaction are deducted from the capital.
The purchase of treasury shares is deducted from equity at purchase price. Subsequent sale or cancellation at a later date does not affect the result; profits and losses with regard to treasury shares are recorded directly in equity.
Transactions in foreign currency are recorded at the exchange rate on the date of the transaction. Positive and negative unrealised translation differences, resulting from the calculation of monetary assets and liabilities at closing rate on balance sheet date, are recorded as income or cost respectively in the profit and loss account.
Based upon the closing rate method, assets and liabilities of the consolidated subsidiary are converted at closing rate, while the income statement is converted at the average rate of the period, which results in translation differences included in the consolidated equity.
A provision is recognized if a company belonging to the group has a (legal or indirect) obligation as a result of a past event, and it is probable that the settlement of this obligation will require an outflow and the amount of this obligation can be determined in a reliable manner. In the event that the difference between the nominal and discounted value is significant, a provision is recorded for the amount of the discounted value of the estimated expenses. The resulting increase of the provision in proportion to the time is recorded as an interest charge.
Provisions for restructuring costs are only recognized when the group already has a detailed and approved restructuring plan and the planned restructuring has already started or been announced to the relevant staff members. No provisions are made for costs relating to the normal activities of the group.
A provision is made for warranty obligations relating to delivered products, services and contracts, based upon statistical data from the past.
Contingent assets and liabilities are mentioned in the note "Rights and commitments not reflected in the balance sheet" if their impact is important.
Taxes concern both current taxes on the result as deferred taxes. Both types of taxes are recorded in the profit and loss accounts except when they relate to components being part of the equity and therefore allocated to the equity. Deferred taxes are based upon the balance sheet method applied on temporary differences between the carrying amount of the assets and liabilities of the balance sheet and their tax base. The main temporary differences consist of different amortisation percentages of tangible fixed assets, provisions for pensions and carry-forward tax losses.
Deferred tax liabilities are recognized for all taxable temporary differences:
Deferred tax assets are recorded for all deductible temporary differences and on carry-forward tax credits and tax losses that can be recovered, to the extent that it is probable that there will be taxable profits in the near future in order to be able to enjoy the tax benefit. The carrying amount of the deferred tax assets is verified on every balance sheet date and impaired to the extent that it is no longer probable that sufficient taxable profit will be available to credit all or part of the deferred taxes. Deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Employee benefits consist of short-term employee benefits, postemployment benefits, other long-term employee benefits, redundancy pay and rewards in equity instruments. The post-employment benefits include the pension plans, life insurance policies and insurance policies for medical assistance. Pension plans with fixed contribution or defined benefit plans are provided through separate funds or insurance plans. In addition, employee benefits consisting of equity instruments also exist.
Several subsidiaries within the group have taken out group insurance policies for the benefit of their employees. Since those subsidiaries are obliged to make additional payments if the average return of 3.25 % on the employers' contributions and of 3.75 % on the employees' contributions is not attained, those plans should be treated as "defined benefit" plans in accordance with IAS19. The liability is measured according to the intrinsic value method (the sum of any individual differences between the mathematical reserves and the minimum guaranteed reserves).
The group has a number of defined benefit pension plans for which contributions are paid into a separately managed fund. The costs of the defined benefit pension plans are actuarially determined using the 'projected unit credit' method.
Remeasurements, composed of actuarial gains and losses, the effect of changes to the asset ceiling and the return on plan assets, are directly recognized in the balance sheet; a corresponding amount is credited or charged to retained earnings through other comprehensive income in the period in which they arise. Remeasurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognized in profit or loss on the effective date of the change or restriction of the pension plan or the date on which the group accounts for reorganization costs, whichever occurs first. Net interest is calculated by applying the discount rate to the net defined benefit asset or liability and is recognized in consolidated profit or loss.
On different levels stock option plans exist within the Ackermans & van Haaren group, giving employees the right to buy AvH shares or the shares of some subsidiary at a predefined price. This price is determined at the time when the options are granted and it is based on the market price or the intrinsic value.
Furthermore, warrant plans have been established at the level of some subsidiaries.
The performance of the beneficiary is measured (at the moment of granting) on the basis of the fair value of the granted options and warrants and recognized in the profit and loss account at the time when the services are rendered during the vesting period.
The revenue is recognized in accordance with IFRS standards taking into account the specific activities of each sector.
The assets, liabilities and net results of the discontinued operations are reported separately in a single item on the consolidated balance sheet and profit and loss account. The same reporting applies for assets and liabilities held for sale.
Events may occur after the balance sheet date which provide additional information with regard to the financial situation of the company at balance sheet date (adjusting events). This information allows the adjustment of estimations and a better reflection of the actual situation on the balance sheet date. These events require an adjustment of the balance sheet and the profit and loss account. Other events after balance sheet date are mentioned in the notes if they have a significant impact.
The group calculates both the basic earnings per share as the diluted earnings per share in accordance with IAS 33. The basic earnings per share are calculated on the basis of the weighted average number of outstanding shares during the period. Diluted earnings per share are calculated according to the average number of shares outstanding during the period plus the diluted effect of the warrants and stock options outstanding during the period.
AvH is a diversified group which is active in the following core sectors:
1. Marine Engineering & Infrastructure with DEME, one of the largest dredging companies in the world, CFE and Algemene Aannemingen Van Laere, two construction groups with headquarters in Belgium, Rent-A-Port and Nationale Maatschappij der Pijpleidingen.
2. Private Banking with Delen Private Bank, one of the largest independent private asset managers in Belgium and asset manager JM Finn & Co in the UK, Bank J.Van Breda & C°, a niche-bank for entrepreneurs and liberal professions in Belgium and the insurance group ASCO-BDM.
3. Real Estate, Leisure & Senior Care with Leasinvest Real Estate, a listed real estate investment trust, Extensa Group, an important land and real estate developer, Groupe Financière Duval, active in development and operating of real estate and holiday residencies in France and Anima Care, active in the health & care sector.
4. Energy & Resources, Sipef, an agro-industrial group in tropical agriculture, Sagar Cements, Oriental Quarries & Mines, Max Green and Telemond Group.
5. Development Capital with Sofinim and GIB.
6. The headquarter activity is bundled in the 6th segment AvH & subholdings.
The segment information in the financial statements of AvH is published in line with IFRS 8.
| (€ 1,000) | 2013 | Goodwill allocation DEME (1) |
Reclassifications (2) | 2013 Restated |
|---|---|---|---|---|
| I. Non-current assets | 6,936,411 | 54,070 | 93,461 | 7,083,942 |
| Intangible assets | 33,437 | 92,527 | 125,964 | |
| Goodwill | 436,967 | -111,535 | -3,377 | 322,054 |
| Tangible assets | 1,680,703 | 50,476 | 1,731,180 | |
| Investment property | 700,247 | 700,247 | ||
| Participations accounted for using the equity method |
1,136,991 | 19,547 | 8,471 | 1,165,009 |
| Financial fixed assets | 299,280 | 299,280 | ||
| Available for sale financial fixed assets | 83,184 | 68,087 | 151,271 | |
| Receivables and warranties | 216,096 | -68,087 | 148,009 | |
| Non-current hedging instruments | 2,340 | 2,340 | ||
| Amounts receivable after one year | 122,010 | 7,851 | 129,861 | |
| Trade debtors | 44 | 44 | ||
| Finance lease receivables | 113,106 | 113,106 | ||
| Other receivables | 8,860 | 7,851 | 16,710 | |
| Deferred tax assets | 58,146 | 3,054 | 80,517 | 141,717 |
| Banks - receivables from credit institutions and clients after one year |
2,466,291 | 2,466,291 | ||
| ii. Current assets | 3,939,559 | -7,851 | 3,931,709 | |
| Inventories | 137,466 | 137,466 | ||
| Amounts due from customers under construction contracts |
177,964 | 177,964 | ||
| Investments | 665,262 | 665,262 | ||
| Available for sale financial assets | 664,908 | 664,908 | ||
| Financial assets held for trading | 354 | 354 | ||
| Current hedging instruments | 12,150 | 12,150 | ||
| Amounts receivable within one year | 1,239,296 | -7,851 | 1,231,445 | |
| Trade debtors | 1,101,082 | -60,202 | 1,040,880 | |
| Finance lease receivables | 42,007 | 42,007 | ||
| Other receivables | 96,207 | 52,351 | 148,558 | |
| Current tax receivables | 1,782 | 1,782 | ||
| Banks - receivables from credit institutions and clients within one year |
903,709 | 903,709 | ||
| Cash and cash equivalents | 767,009 | 767,009 | ||
| Time deposits for less than three months | 115,192 | 115,192 | ||
| Cash | 651,817 | 651,817 | ||
| Deferred charges and accrued income | 34,921 | 34,921 | ||
| III. Assets held for sale | 11,544 | 11,544 | ||
| TOTAL ASSETS | 10,887,514 | 54,070 | 85,611 | 11,027,195 |
(1) We refer to Note 5 Business combinations for more information regarding goodwill allocation DEME.
(2) The full consolidation of DEME and CFE gave rise to some reclassifications. The most important is the restatement of the breakdown of deferred taxes by entity of DEME (effect is limited to an increase in the balance sheet items 'Deferred tax assets and liabilities' to the amount of 80 million euros).
| (€ 1,000) | 2013 | Goodwill allocation DEME (1) |
Reclassifications (2) | 2013 Restated |
|---|---|---|---|---|
| I. Total equity | 3,277,362 | 3,277,362 | ||
| Shareholders' equity - group share | 2,251,539 | 2,251,539 | ||
| Issued capital | 113,907 | 113,907 | ||
| Share capital | 2,295 | 2,295 | ||
| Share premium | 111,612 | 111,612 | ||
| Consolidated reserves | 2,140,707 | 2,140,707 | ||
| Revaluation reserves | 15,616 | 15,616 | ||
| Financial assets available for sale | 39,780 | 39,780 | ||
| Hedging reserves Actuarial gains (losses) defined benefit pension plans |
-6,361 -3,582 |
-6,361 -3,582 |
||
| Translation differences | -14,220 | -14,220 | ||
| Treasury shares (-) | -18,692 | -18,692 | ||
| Minority interests | 1,025,823 | 1,025,823 | ||
| ii. Non-current liabilities | 2,272,138 | 54,070 | 85,611 | 2,411,819 |
| Provisions | 81,388 | 5,093 | 86,482 | |
| Pension liabilities | 44,535 | 44,535 | ||
| Deferred tax liabilities | 37,664 | 45,088 | 80,517 | 163,269 |
| Financial debts | 1,168,098 | 8,982 | 1,177,080 | |
| Bank loans | 838,211 | 838,211 | ||
| Bonds | 295,405 | 8,982 | 304,387 | |
| Subordinated loans | 3,173 | 3,173 | ||
| Finance leases | 26,746 | 26,746 | ||
| Other financial debts | 4,563 | 4,563 | ||
| Non-current hedging instruments | 38,933 | 38,933 | ||
| Other amounts payable after one year | 107,411 | 107,411 | ||
| Banks - debts to credit institutions, clients & securities |
794,108 | 794,108 | ||
| III. Current liabilities | 5,338,014 | 5,338,014 | ||
| Provisions | 34,658 | 34,658 | ||
| Pension liabilities | 208 | 208 | ||
| Financial debts | 596,218 | 596,218 | ||
| Bank loans | 212,091 | 212,091 | ||
| Bonds | 100,000 | 100,000 | ||
| Finance leases | 5,393 | 5,393 | ||
| Other financial debts | 278,733 | 278,733 | ||
| Current hedging instruments | 18,376 | 18,376 | ||
| Amounts due to customers under construction contracts |
194,181 | 194,181 | ||
| Other amounts payable within one year | 1,295,027 | 1,295,027 | ||
| Trade payables | 1,052,723 | 1,052,723 | ||
| Advances received on construction contracts | 1,837 | 1,837 | ||
| Amounts payable regarding remuneration and social security | 154,750 | 154,750 | ||
| Other amounts payable | 85,717 | 85,717 | ||
| Current tax payables | 16,701 | 16,701 | ||
| Banks - debts to credit institutions, clients & securities |
3,123,241 | 3,123,241 | ||
| Accrued charges and deferred income | 59,403 | 59,403 | ||
| IV. Liabilities held for sale | 0 | 0 | ||
| TOTAL EQUITY AND LIABILITIES | 10,887,514 | 54,070 | 85,611 | 11,027,195 |
(1) We refer to Note 5 Business combinations for more information regarding goodwill allocation DEME.
(2) The full consolidation of DEME and CFE gave rise to some reclassifications. The most important is the restatement of the breakdown of deferred taxes by entity of DEME (effect is limited to an increase in the balance sheet items 'Deferred tax assets and liabilities' to the amount of 80 million euros).
| Registration | Registered | Beneficial | Beneficial | Minority | Minority | |
|---|---|---|---|---|---|---|
| Name of subsidiary | nr | office | interest % | interest % | interest % | interest % |
| 2014 | 2013 | 2014 | 2013 | |||
| Marine Engineering & Infrastructure | ||||||
| CFE (1) | 0400.464.795 | Belgium | 60.40% | 60.39% | 39.60% | 39.61% |
| DEME (1) | 0400.473.705 | Belgium | 60.40% | 60.39% | 39.60% | 39.61% |
| Rent-A-Port | 0885.565.854 | Belgium | 72.18% | 72.18% | 27.82% | 27.82% |
| International Port Engineering and Management (IPEM) | 0441.086.318 | Belgium | 72.18% | 72.18% | 27.82% | 27.82% |
| IPEM Holdings | Cyprus | 72.18% | 72.18% | 27.82% | 27.82% | |
| Consortium Antwerp Port | 0817.114.340 | Belgium | 64.96% | 64.96% | 35.04% | 35.04% |
| Infra Asia Consultancy and Project Management (2) | 0891.321.320 | Belgium | 72.18% | 27.82% | ||
| Infra Asia Consultancy Ltd. | Hong Kong | 72.18% | 27.82% | |||
| Port Management Development | Cyprus | 72.18% | 72.18% | 27.82% | 27.82% | |
| OK SPM FTZ Enterprise | Nigeria | 72.18% | 72.18% | 27.82% | 27.82% | |
| Rent-A-Port Reclamation | Hong Kong | 72.18% | 72.18% | 27.82% | 27.82% | |
| Rent-A-Port Luxembourg (liquidated) | Luxembourg | 72.18% | 27.82% | |||
| Rent-A-Port Energy | 0832.273.757 | Belgium | 73.15% | 73.15% | 26.85% | 26.85% |
| Algemene Aannemingen Van Laere | 0405.073.285 | Belgium | 100.00% | 100.00% | ||
| Anmeco | 0458.438.826 | Belgium | 100.00% | 100.00% | ||
| Groupe Thiran | 0425.342.624 | Belgium | 100.00% | 100.00% | ||
| TPH Van Laere | 43.434.858.544 | France | 100.00% | 100.00% | ||
| Vandendorpe | 0417.029.625 | Belgium | 100.00% | 100.00% | ||
| Wefima | 0424.903.055 | Belgium | 100.00% | 100.00% | ||
| Alfa Park | 0834.392.218 | Belgium | 100.00% | 100.00% | ||
| Galiliège (3) | 0550.717.104 | Belgium | 49.00% | 51.00% | ||
| Nationale Maatschappij der Pijpleidingen | 0418.190.556 | Belgium | 75.00% | 75.00% | 25.00% | 25.00% |
| Quinten Matsys | 0424.256.125 | Belgium | 75.00% | 75.00% | 25.00% | 25.00% |
| Canal-Re | 2008 2214 764 | Luxembourg | 75.00% | 75.00% | 25.00% | 25.00% |
| Private Banking | ||||||
| Bank J.Van Breda & C° | 0404.055.577 | Belgium | 78.75% | 78.75% | 21.25% | 21.25% |
| ABK bank cvba | 0404.456.841 | Belgium | 78.74% | 78.66% | 21.26% | 21.34% |
| Van Breda Car Finance (merged with ABK bank) | 0475.277.432 | Belgium | 78.75% | 21.25% | ||
| Beherman Vehicle Supply | 0473.162.535 | Belgium | 63.00% | 63.00% | 17.00% | 17.00% |
| Axemia | 0884.718.390 | Belgium | 78.75% | 78.75% | 21.25% | 21.25% |
| Finaxis | 0462.955.363 | Belgium | 78.75% | 78.75% | 21.25% | 21.25% |
| Real Estate, Leisure & Senior Care | ||||||
| Extensa Group | 0425.459.618 | Belgium | 100.00% | 100.00% | ||
| Extensa | 0466.333.240 | Belgium | 100.00% | 100.00% | ||
| Extensa Development | 0446.953.135 | Belgium | 100.00% | 100.00% | ||
| Extensa Istanbul | 566454 / 514036 | Turkey | 100.00% | 100.00% | ||
| Extensa Land II | 0406.211.155 | Belgium | 100.00% | 100.00% | ||
| Extensa Luxembourg | 1999.2229.988 | Luxembourg | 100.00% | 100.00% | ||
| RFD CEE Venture Capital | 801.966.607 | The Netherlands | 100.00% | 100.00% | ||
| Extensa Participations I | 2004.2421.120 | Luxembourg | 100.00% | 100.00% | ||
| Extensa Participations II | 2004.2421.090 | Luxembourg | 100.00% | 100.00% | ||
| Extensa Participations III | 2012.2447.996 | Luxembourg | 100.00% | 100.00% | ||
| Extensa Romania | J40.24053.2007 | Romania | 100.00% | 100.00% | ||
| Extensa Slovakia | 36.281.441 | Slovakia | 100.00% | 100.00% | ||
| Grossfeld Developments (4) | 2012.2448.267 | Luxembourg | 100.00% | 100.00% | ||
| Grossfeld Immobilière | 2001.2234.458 | Luxembourg | 100.00% | 100.00% | ||
| Grossfeld Participations | 2012.2447.856 | Luxembourg | 100.00% | 100.00% | ||
| Implant | 0434.171.208 | Belgium | 100.00% | 100.00% | ||
| RFD | 0405.767.232 | Belgium | 100.00% | 100.00% | ||
| Leasinvest Finance | 0461.340.215 | Belgium | 100.00% | 100.00% | ||
| Leasinvest Real Estate Management | 0466.164.776 | Belgium | 100.00% | 100.00% | ||
| UPO Invest | 0473.705.438 | Belgium | 100.00% | 100.00% | ||
| Vilvolease | 0456.964.525 | Belgium | 100.00% | 100.00% | ||
| Leasinvest Real Estate (5) | 0436.323.915 | Belgium | 30.01% | 30.01% | 69.99% | 69.99% |
| Anima Care (6) | 0469.969.453 | Belgium | 100.00% | 100.00% | ||
| De Toekomst | 0463.792.137 | Belgium | 100.00% | 100.00% | ||
| Gilman | 0870.238.171 | Belgium | 100.00% | 100.00% | ||
| Anima Vera (former Rusthuis Kruyenberg) | 0452.357.718 | Belgium | 100.00% | 100.00% | ||
| Engagement (former Kruyenberg) | 0462.433.147 | Belgium | 100.00% | 100.00% |
| Name of subsidiary | Registration nr |
Registered office |
Beneficial interest % |
Beneficial interest % |
Minority interest % |
Minority interest % |
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |||
| Real Estate, Leisure & Senior Care (continued) | ||||||
| Anima Care (continued) | ||||||
| Le Gui | 0455.218.624 | Belgium | 100.00% | 100.00% | ||
| Au Privilège (former Résidence du Peuplier) | 0428.283.308 | Belgium | 100.00% | 100.00% | ||
| Huize Philemon & Baucis | 0462.432.652 | Belgium | 100.00% | 100.00% | ||
| Anima Cura | 0480.262.143 | Belgium | 100.00% | 100.00% | ||
| Glamar | 0430.378.904 | Belgium | 100.00% | 100.00% | ||
| Odygo | 0892.606.074 | Belgium | 100.00% | 100.00% | ||
| Huize Zevenbronnen (merged with Anima Cura) | 0454.247.634 | Belgium | 100.00% | |||
| Zorgcentrum Lucia | 0818.244.092 | Belgium | 66.67% | 66.67% | 33.33% | 33.33% |
| Hof Ter Duinen (merged with Anima Cura) | 0886.534.171 | Belgium | 100.00% | |||
| Résidence Parc des Princes | 0431.555.572 | Belgium | 100.00% | 100.00% | ||
| Azur Soins et Santé (merged with Au Privilège) | 0844.424.095 | Belgium | 100.00% | |||
| Résidence Kinkempois (merged with Glamar) | 0468.945.411 | Belgium | 100.00% | |||
| Résidence St. James | 0428.096.434 | Belgium | 100.00% | 100.00% | ||
| Château d'Awans | 0427.620.342 | Belgium | 100.00% | 100.00% | ||
| Home du Parc (merged with Au Privilège) (7) | ||||||
| Energy & Resources | ||||||
| Ligno Power | 0818.090.674 | Belgium | 70.00% | 70.00% | 30.00% | 30.00% |
| AvH Resources India | U74300DL2001PTC111685 | India | 100.00% | 100.00% | ||
| Development Capital | ||||||
| Sofinim (8) | 0434.330.168 | Belgium | 74.00% | 74.00% | 26.00% | 26.00% |
| Sofinim Luxembourg | 2003.2218.661 | Luxembourg | 74.00% | 74.00% | 26.00% | 26.00% |
| Egemin International | 0468.070.629 | Belgium | 52.93% | 52.93% | 18.60% | 18.60% |
| Egemin | 0404.636.389 | Belgium | 52.93% | 52.93% | 18.60% | 18.60% |
| Egemin Consulting | 0411.592.279 | Belgium | 52.93% | 52.93% | 18.60% | 18.60% |
| Egemin Products & Technologies | 0465.624.744 | Belgium | 52.93% | 52.72% | 18.60% | 18.53% |
| Egemin BV | 005469272B01 | The Nederlands | 52.93% | 52.93% | 18.60% | 18.60% |
| Egemin Handling Automation BV | 821813638B01 | The Nederlands | 52.93% | 52.93% | 18.60% | 18.60% |
| Egemin Consulting BV | 850983411B01 | The Nederlands | 52.93% | 52.93% | 18.60% | 18.60% |
| Egemin Group Inc | USA | 52.93% | 52.93% | 18.60% | 18.60% | |
| Egemin Automation Inc | USA | 52.93% | 52.93% | 18.60% | 18.60% | |
| Egemin Conveyor Inc | USA | 52.93% | 52.93% | 18.60% | 18.60% | |
| Egemin SAS | 09351754494 | France | 52.93% | 52.93% | 18.60% | 18.60% |
| Egemin GmbH | 811256456 | Germany | 52.93% | 52.93% | 18.60% | 18.60% |
| Egemin UK Ltd | 576710128 | UK | 52.93% | 52.40% | 18.60% | 18.41% |
| Egemin AG | 539301 | Switzerland | 52.93% | 52.93% | 18.60% | 18.60% |
| Egemin Shanghai Trading Company Ltd | China | 52.93% | 52.93% | 18.60% | 18.60% | |
| Egemin Asia Pacific Automation Ltd | Hong Kong | 52.93% | 52.93% | 18.60% | 18.60% | |
| Subholdings AvH | ||||||
| Anfima | 0426.265.213 | Belgium | 100.00% | 100.00% | ||
| AvH Coordination Center | 0429.810.463 | Belgium | 99.99% | 99.99% | 0.01% | 0.01% |
| Brinvest | 0431.697.411 | Belgium | 99.99% | 99.99% | 0.01% | 0.01% |
(1) The slight increase in the interest in CFE and DEME is the result of the mandatory public bid which AvH launched on February 11, 2014 upon exceeding the 30% threshold of the voting shares of CFE. The annual report of CFE, a listed company, contains the list of subsidiaries.
(2) In 2014, Rent-A-Port took over the 50% interest from its partner in Infra Asia Consultancy and Project Management, thereby strengthening its indirect interest in Dinh Vu Industrial Zone (Vietnam). Following this acquisition of control, Infra Asia Consultancy & PM is fully consolidated as of 2014.
(3) Establishment of Galiliège NV as part of a PPP project in Liège. The full consolidation is the result of the shareholder agreement.
(4) Under the shareholder agreement, Extensa has a beneficial interest of only 50% in the results of these companies.
(5) The management of Leasinvest Real Estate Comm.VA is taken care of by Leasinvest Real Estate Management, its statutory manager and a wholly owned subsidiary of Extensa Group, which in turn is a wholly owned subsidiary of Ackermans & van Haaren. The board of directors of Leasinvest Real Estate Management cannot, in line with article 12 of the bylaws, take a decision regarding the strategy of the public regulated real estate company Leasinvest Real Estate without the approval of the majority of the directors appointed on the nomination of Ackermans & van Haaren or its affiliated companies. See the annual report of LRE for an overview of the participations held by the listed company Leasinvest Real Estate.
(6) To simplify its organizational structure, Anima Care carried out a number of mergers and name changes in 2014.
(7) The company Home du Parc (retirement home with 32 beds) which Anima Care had acquired in May has in the meantime been merged with Au Privilège.
(8) The 26% minority interest in Sofinim is held by NPM-Capital.
| (€ 1,000) Name of |
Registration nr |
Registered office |
Beneficial interest % |
Minority interest % |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| subsidiary | 2014 | 2014 | ||||||
| Marine Engineering & Infrastructure | ||||||||
| Rent-A-Port | ||||||||
| Infra Asia Consultancy & PM (1) | 0891.321.320 | Belgium | ||||||
| Rent-A-Port Utilities | 0846.410.221 | Belgium | 36.09% | 13.91% | 2,383 | 455 | 0 | -61 |
| C.A.P. Industrial Port Land (2) | 0556.724.768 | Belgium | 36.09% | 13.91% | 151 | 7 | 0 | -7 |
| S Channel Management Limited Algemene Aannemingen |
Cyprus | 36.09% | 13.91% | 0 | 58 | 0 | -12 | |
| Van Laere | ||||||||
| Parkeren Roeselare | 0821.582.377 | Belgium | 50.00% | 9,329 | 9,050 | 1,434 | -230 | |
| Parkeren Asse | 0836.630.641 | Belgium | 50.00% | 90 | 71 | 385 | 1 | |
| Nationale Maatschappij | ||||||||
| der Pijpleidingen | ||||||||
| Napro | 0437.272.139 | Belgium | 37.50% | 12.50% | 554 | 5 | 206 | 135 |
| Nitraco | 0450.334.376 | Belgium | 37.50% | 12.50% | 10,366 | 8,296 | 1,464 | 239 |
| Private Banking | ||||||||
| Asco | 0404.454.168 | Belgium | 50.00% | 53,087 | 42,735 | 29,260 | 577 | |
| BDM | 0404.458.128 | Belgium | 50.00% | 17,245 | 11,808 | 60,217 | 202 | |
| Delen Investments cva (3) | 0423.804.777 | Belgium | 78.75% | 21.25% | 1,700,577 | 1,183,187 | 278,546 | 80,825 |
| Real Estate, Leisure & Senior Care | ||||||||
| Extensa Group | ||||||||
| Building Green One (4) | 0501.599.965 | Belgium | ||||||
| CBS Development | 0831.191.317 | Belgium | 50.00% | 25,534 | 24,027 | 668 | 312 | |
| CBS-Invest | 0879.569.868 | Belgium | 50.00% | 29,998 | 21,139 | 767 | 242 | |
| DPI | 0890.090.410 | Belgium | 50.00% | 1,033 | 238 | 100 | 8 | |
| Exparom I | 343.081.70 | The Netherlands | 50.00% | 13,055 | 13,754 | 0 | -214 | |
| CR Arcade | J02.2231.18236250 | Romania | 50.00% | 11,458 | 6,257 | 0 | -214 | |
| Exparom II | 343.081.66 | The Netherlands | 50.00% | 5,129 | 5,202 | 0 | -83 | |
| SC Axor Europe | J40.9671.21765278 | Romania | 50.00% | 8,374 | 9,864 | 0 | -179 | |
| Extensa Land I (5) | 0465.058.085 | Belgium | 100.00% | 464 | 30 | 0 | 0 | |
| Grossfeld PAP | 2005.2205.809 | Luxembourg | 50.00% | 54,632 | 58,112 | 1,740 | 1,130 | |
| Les Jardins d'Oisquercq | 0899.580.572 | Belgium | 50.00% | 1,927 | 2,132 | 23 | -460 | |
| Immobilière Du Cerf | 0822.485.467 | Belgium | 33.33% | 844 | 60 | 1 | 42 | |
| Project T&T | 0476.392.437 | Belgium | 50.00% | 86,521 | 83,774 | 2,562 | -1,486 | |
| T&T Koninklijk Pakhuis | 0863.090.162 | Belgium | 50.00% | 112,002 | 61,680 | 6,082 | 9,309 | |
| T&T Openbaar Pakhuis | 0863.093.924 | Belgium | 50.00% | 20,555 | 11,863 | 1,523 | 636 | |
| T&T Parking | 0863.091.251 | Belgium | 50.00% | 13,130 | 9,224 | 516 | 255 | |
| T&T Tréfonds | 0807.286.854 | Belgium | 50.00% | 3,881 | 3,414 | 5 | 0 | |
| Top Development | 35 899 140 | Slovakia | 50.00% | 12,836 | 2,916 | 194 | -320 | |
| TMT Energy (subs. Top Developm.) | 47 474 238 | Slovakia | 50.00% | 688 | 1,218 | 336 | 151 | |
| TMT RWP (subs. Top Developm.) | 47 144 513 | Slovakia | 50.00% | 9,479 | 6,977 | 566 | 124 | |
| Holding Groupe Duval (6) | 522734144 | France | 50.00% | 73,107 | 7,960 | 0 | 19 | |
| Financière Duval | 401922497 | France | 41.14% | 640,131 | 531,800 | 389,079 | 2,485 | |
| Energy & Resources | ||||||||
| Sipef (7) (USD 1,000) | 0404.491.285 | Belgium | 26.78% | 754,581 | 207,066 | 285,899 | 56,268 | |
| Telemond Consortium (8) | Belgium | 50.00% | 81,199 | 31,464 | 79,588 | 3,826 | ||
| Oriental Quarries & Mines (INR million) |
U10100DL2008PTC181650 | India | 50.00% | 689 | 126 | 646 | 53 | |
| Max Green | 0818.156.792 | Belgium | 18.90% | 8.10% | 27,927 | 41,138 | 101,386 | -15,101 |
| Development Capital (9) | ||||||||
| Amsteldijk Beheer | 33.080.456 | The Nederlands | 37.00% | 13.00% | 3,430 | 2,002 | 531 | 182 |
| Distriplus | 0890.091.202 | Belgium | 37.00% | 13.00% | 187,084 | 120,702 | 199,927 | 3,717 |
| Hertel | 33.301.433 | The Nederlands | 35.51% | 12.48% | 446,154 | 317,391 | 815,575 | -3,276 |
| Manuchar | 0407.045.751 | Belgium | 22.20% | 7.80% | 512,754 | 442,485 | 1,084,583 | 8,263 |
| Turbo's Hoet Groep | 0881.774.936 | Belgium | 37.00% | 13.00% | 248,463 | 167,454 | 366,514 | 355 |
| Financière Flo (6) | 39.349.570.937 | France | 33.00% | 115,085 | 84,498 | 0 | 370 | |
| Groupe Flo | 09.349.763.375 | France | 23.56% | 358,082 | 231,354 | 313,605 | -35,724 | |
| Trasys Group | 0881.214.910 | Belgium | 41.94% | 49,434 | 26,514 | 75,648 | 1,896 | |
| Subholdings AvH | ||||||||
| GIB-subgroup | 0404.869.783 | Belgium | 50.00% | 114,469 | 46,908 | 0 | 1,159 |
2. Jointly controlled subsidiaries accounted for using the equity method - 2013
| (€ 1,000) Name of subsidiary |
Registration nr |
Registered office |
Beneficial interest % 2013 |
Minority interest % 2013 |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure Rent-A-Port |
||||||||
| Infra Asia Consultancy & PM | 0891.321.320 | Belgium | 36.09% | 13.91% | 1,287 | 634 | 0 | 563 |
| Rent-A-Port Utilities | 0846.410.221 | Belgium | 36.09% | 13.91% | 2,643 | 494 | 0 | 152 |
| S Channel Management Limited | Cyprus | 36.09% | 13.91% | 1 | 31 | 0 | -5 | |
| Algemene Aannemingen | ||||||||
| Van Laere | ||||||||
| Parkeren Roeselare | 0821.582.377 | Belgium | 50.00% | 9,400 | 9,491 | 1,210 | -346 | |
| Parkeren Asse Nationale Maatschappij |
0836.630.641 | Belgium | 50.00% | 125 | 108 | 371 | -47 | |
| der Pijpleidingen Napro |
0437.272.139 | Belgium | 37.50% | 12.50% | 593 | 0 | 208 | 137 |
| Nitraco | 0450.334.376 | Belgium | 37.50% | 12.50% | 11,080 | 8,932 | 1,241 | 239 |
| Private Banking | ||||||||
| Asco | 0404.454.168 | Belgium | 50.00% | 51,382 | 41,612 | 29,505 | -451 | |
| BDM | 0404.458.128 | Belgium | 50.00% | 21,716 | 15,968 | 65,421 | 797 | |
| Delen Investments cva (3) | 0423.804.777 | Belgium | 78.75% | 21.25% | 1,685,021 | 1,220,948 | 255,211 | 76,033 |
| Real Estate, Leisure & Senior Care | ||||||||
| Extensa Group | ||||||||
| Building Green One | 0501.599.965 | Belgium | 50.00% | 48,340 | 37,029 | 0 | 8,007 | |
| CBS Development | 0831.191.317 | Belgium | 50.00% | 16,712 | 15,623 | 794 | 1,001 | |
| CBS-Invest | 0879.569.868 | Belgium | 50.00% | 37,294 | 28,495 | 676 | -91 | |
| DPI | 0890.090.410 | Belgium | 50.00% | 838 | 52 | 300 | 199 | |
| Exparom I | 343.081.70 | The Netherlands | 50.00% | 8,965 | 13,389 | 0 | -107 | |
| CR Arcade | J02.2231.18236250 | Romania | 50.00% | 11,333 | 5,905 | 0 | -266 | |
| Exparom II | 343.081.66 | The Netherlands | 50.00% | 4,999 | 4,990 | 0 | -6 | |
| SC Axor Europe | J40.9671.21765278 | Romania | 50.00% | 8,390 | 9,706 | 0 | -241 | |
| Extensa Land I (5) | 0465.058.085 | Belgium | 100.00% | 299 | 30 | 0 | 0 | |
| Grossfeld PAP | 2005.2205.809 | Luxembourg | 50.00% | 62,553 | 67,163 | 0 | -884 | |
| Les Jardins d'Oisquercq | 0899.580.572 | Belgium | 50.00% | 1,854 | 1,599 | 29 | -252 | |
| Immobilière Du Cerf | 0822.485.467 | Belgium | 33.33% | 795 | 53 | 3,039 | -210 | |
| Project T&T | 0476.392.437 | Belgium | 50.00% | 82,209 | 80,196 | 2,182 | -267 | |
| T&T Koninklijk Pakhuis | 0863.090.162 | Belgium | 50.00% | 99,302 | 58,289 | 6,086 | 4,739 | |
| T&T Openbaar Pakhuis | 0863.093.924 | Belgium | 50.00% | 20,274 | 12,217 | 2,486 | 330 | |
| T&T Parking | 0863.091.251 | Belgium | 50.00% | 8,735 | 5,083 | 517 | 630 | |
| T&T Tréfonds | 0807.286.854 | Belgium | 50.00% | 3,636 | 3,170 | 5 | -1 | |
| Top Development | 35 899 140 | Slovakia | 50.00% | 18,186 | 9,120 | 0 | 957 | |
| Holding Groupe Duval (6) | 522734144 | France | 50.00% | 72,091 | 6,963 | 0 | 62 | |
| Financière Duval | 401922497 | France | 41.14% | 613,159 | 506,104 | 417,570 | 4,722 | |
| Energy & Resources | ||||||||
| Sipef (7) (USD 1,000) | 0404.491.285 | Belgium | 26.78% | 710,095 | 202,037 | 286,057 | 55,627 | |
| Telemond Consortium (8) | Belgium | 50.00% | 69,570 | 21,481 | 78,731 | 6,571 | ||
| Oriental Quarries & Mines (INR million) |
U10100DL2008PTC181650 | India | 50.00% | 617 | 107 | 380 | 5 | |
| Max Green | 0818.156.792 | Belgium | 18.90% | 8.10% | 17,879 | 15,989 | 157,020 | 290 |
| Development Capital (9) | ||||||||
| Amsteldijk Beheer | 33.080.456 | The Nederlands | 37.00% | 13.00% | 4,326 | 3,096 | 465 | -489 |
| Distriplus | 0890.091.202 | Belgium | 37.00% | 13.00% | 214,848 | 152,183 | 247,230 | -39 |
| Hertel | 33.301.433 | The Nederlands | 34.44% | 12.48% | 413,921 | 285,266 | 767,418 | -34,356 |
| Manuchar | 0407.045.751 | Belgium | 22.20% | 7.80% | 449,952 | 393,543 | 1,010,521 | 4,558 |
| Turbo's Hoet Groep | 0881.774.936 | Belgium | 37.00% | 13.00% | 254,126 | 166,017 | 405,553 | 5,638 |
| Financière Flo (6) | 39.349.570.937 | France | 33.00% | 115,016 | 84,799 | 0 | 986 | |
| Groupe Flo | 09.349.763.375 | France | 23.56% | 419,221 | 253,397 | 346,843 | 7,966 | |
| Trasys Group | 0881.214.910 | Belgium | 41.94% | 48,287 | 26,328 | 73,185 | 2,781 | |
| Subholdings AvH | ||||||||
| GIB-subgroup | 0404.869.783 | Belgium | 50.00% | 76,203 | 9,800 | 0 | 1,893 |
| (€ 1,000) Name of subsidiary |
Registration nr |
Registered office |
Beneficial interest % 2014 |
Reason for exclusion |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| Real Estate, Leisure & Senior Care | ||||||||
| Extensa Group | ||||||||
| Beekbaarimo | 19.992.223.718 | Luxembourg | 50.00% | (*) | 253 | 127 | 0 | -9 |
| Subholdings AvH | ||||||||
| BOS | 0422.609.402 | Belgium | 100.00% | (*) | 257 | 2 | 0 | -3 |
| (*) Investment of negligible significance. |
(1) In 2014, Rent-A-Port took over the 50% interest from its partner in Infra Asia Consultancy & PM, thereby strengthening its indirect interest in Dinh Vu Industrial Zone (Vietnam). Following this acquisition of control, Infra Asia Consultancy & PM is fully consolidated as of 2014.
(2) Together with Port-of-Antwerp, Rent-A-Port set up the Consortium Antwerp Port (C.A.P.) Industrial Port Land in 2014 for investments in Duqm (Oman).
(3) AvH holds 78.75% of the Delen Investments Comm. VA. In line with the provisions of the shareholders agreement between AvH and the Delen family each partner can appoint one statutory manager. Decisions are taken unanimously by the statutory managers of Delen Investments Comm. VA.
(4) Building Green One (the company owning the building for the Brussels Department of Environment on the Tour&Taxis site) was sold in July to insurance company Integrale.
(5) No more operations take place in this company, which warrants it being accounted for at historical equity value.
(6) Key figures not consolidated.
(7) The shareholders' agreement between the Baron Bracht family and AvH results in joint control of Sipef.
(8) The consortium consists of the three jointly controlled subsidiaries Telemond Holding, Telehold & Henschel Engineering.
(9) The full consolidation of Sofinim (74% group share, 26% minority interest) leads to the creation of minority interests among the participations of Sofinim.
| 1. Associated participating interests accounted for using the equity method - 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (€ 1,000) Name of associated participating interest |
Registration nr |
Registered office |
Beneficial interest % 2014 |
Minority interest % 2014 |
Total assets |
Total liabilities |
Turnover | Net result |
| Marine Engineering & Infrastructure | ||||||||
| Rent-A-Port | ||||||||
| Ontwikkelingsmaatschappij Zuiderzeehaven | The Netherlands | 12.03% | 4.64% | 10,396 | 4,579 | 900 | 618 | |
| Zuiderzeehaven | The Netherlands | 12.03% | 4.64% | 18 | 0 | 0 | 0 | |
| Port of Duqm (OMR 1,000) | Oman | 32.48% | 12.52% | 10,483 | 10,117 | 2,695 | -146 | |
| Duqm Industrial Land Company (OMR 1,000) | Oman | 33.37% | 12.86% | 383 | 0 | 0 | 0 | |
| Infra Asia Investment (Dinh Vu) (USD 1,000) (1) | Vietnam | 38.36% | 14.79% | 86,592 | 35,694 | 19,185 | 12,805 | |
| Algemene Aannemingen Van Laere | ||||||||
| Lighthouse Parkings | 0875.441.034 | Belgium | 33.33% | 939 | 10 | 48 | -67 | |
| Private Banking | ||||||||
| Bank J.Van Breda & C° | ||||||||
| Finauto | 0464.646.232 | Belgium | 39.38% | 10.63% | 1,186 | 917 | 795 | 15 |
| Antwerpse Financiële Handelsmaatschappij |
0418.759.886 | Belgium | 39.38% | 10.63% | 735 | 235 | 608 | 247 |
| Financieringsmaatschappij Definco | 0415.155.644 | Belgium | 39.38% | 10.63% | 304 | 13 | 77 | 41 |
| Informatica J.Van Breda & C° | 0427.908.174 | Belgium | 31.50% | 8.50% | 5,501 | 4,309 | 9,371 | 5 |
| Promofi (2) | 1998 2205 878 | Luxembourg | 15.00% | 81,074 | 375 | 0 | 10,447 | |
| Energy & Resources | ||||||||
| Sagar Cements (INR million) (3) |
L26942AP1981PLC002887 | India | 18.55% | 9,938 | 4,894 | 5,316 | 2,636 | |
| Development Capital (4) | ||||||||
| Atenor | 0403.209.303 | Belgium | 8.04% | 2.82% | 449,198 | 336,294 | 110,801 | 15,333 |
| Axe Investments | 0419.822.730 | Belgium | 35.77% | 12.57% | 15,573 | 43 | 553 | 277 |
| Corelio | 0415.969.454 | Belgium | 16.28% | 5.72% | 309,016 | 249,703 | 398,274 | 1,773 |
| Euro Media Group (5) | 326.752.797 | France | ||||||
| Financière EMG (5) | 801.720.343 | France | 16.66% | 5.85% | 398,792 | 218,097 | 317,848 | -9,873 |
| NMC (6) | 0402.469.826 | Belgium | ||||||
| MediaCore | 0428.604.297 | Belgium | 36.99% | 13.00% | 22,897 | 1 | 0 | -24 |
| Egemin International | ||||||||
| E+ | 0864.327.012 | Belgium | 23.82% | 8.37% | 863 | 259 | 2,207 | -1 |
(1) During 2014, the shareholders of Infra Asia Development swapped their shares for shares in the newly constituted Infra Asia Investment which at year-end 2014 became sole shareholder of Infra Asia Development. As part of this operation, Rent-A-Port increased its 29.16% beneficial interest in 2013 to 38.36% in 2014.
(2) AvH's significant influence on Promofi (85% Delen family, 15% AvH) stems from the partnership between AvH and the Delen family for the management of the participation Finaxis.
(3) AvH's right to a representative on the Board of Directors of Sagar Cements and a right of veto on changes to aspects including articles of association and purchasing and sales activities, explain why it is included in the consolidation scope of AvH.
(4) The full consolidation of Sofinim (74% group share, 26% minority interest) leads to the creation of minority interests among the participations of Sofinim.
(5) In July, PAI Partners acquired a majority interest in Euro Media Group (EMG). Sofinim retained its beneficial interest in the EMG group and has a 22.5% interest in Financière EMG, the new entity that controls Euro Media Group.
(6) Sofinim sold its 30% stake in NMC at the end of June 2014.
2. Associated participating interests not accounted for using the equity method - 2014
| (€ 1,000) Name of associated participating interest |
Registration nr |
Registered office |
Beneficial interest % 2014 |
Reason for exclusion |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure | ||||||||
| Algemene Aannemingen Van Laere | ||||||||
| Proffund (2013) | 0475.296.317 | Belgium | 33.33% | (*) | 2,015 | 1,667 | 3,101 | -790 |
| Development Capital | ||||||||
| Transpalux (1) | 582.011.409 | France | 45.00% | (*) | 22,095 | 14,891 | 22,681 | 409 |
| Subholdings AvH | ||||||||
| Nivelinvest | 0430.636.943 | Belgium | 25.00% | (*) | 43,433 | 35,030 | 678 | -1 |
(*) Investment of negligible significance.
(1) As part of the restructuring of the EMG shareholding, EMG's rental activities were spun off under the name Transpalux. Sofinim has a 45% interest in those activities.
1. Associated participating interests accounted for using the equity method - 2013
| (€ 1,000) Name of associated participating interest |
Registration nr |
Registered office |
Beneficial interest % 2013 |
Minority interest % 2013 |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure | ||||||||
| Rent-A-Port | ||||||||
| Ontwikkelingsmaatschappij Zuiderzeehaven | The Netherlands | 12.03% | 4.64% | 18 | 0 | 74 | 0 | |
| Zuiderzeehaven | The Netherlands | 12.03% | 4.64% | 9,675 | 4,476 | 0 | 0 | |
| Port of Duqm (OMR 1,000) | Oman | 32.48% | 12.52% | 4,072 | 7,199 | 1,391 | -128 | |
| Infra Asia Development (Dinh Vu) (USD 1,000) | Vietnam | 29.16% | 11.24% | 71,239 | 26,860 | 66,851 | 24,387 | |
| Algemene Aannemingen Van Laere | ||||||||
| Lighthouse Parkings | 0875.441.034 | Belgium | 33.33% | 1,493 | 47 | 0 | -91 | |
| Private Banking | ||||||||
| Bank J.Van Breda & C° | ||||||||
| Finauto | 0464.646.232 | Belgium | 39.38% | 10.63% | 1,229 | 974 | 807 | 12 |
| Antwerpse Financiële Handelsmaatschappij |
0418.759.886 | Belgium | 39.38% | 10.63% | 794 | 188 | 740 | 351 |
| Financieringsmaatschappij Definco | 0415.155.644 | Belgium | 39.38% | 10.63% | 339 | 16 | 148 | 72 |
| Informatica J.Van Breda & C° | 0427.908.174 | Belgium | 31.50% | 8.50% | 4,609 | 3,421 | 9,191 | 6 |
| Promofi (1) | 1998 2205 878 | Luxembourg | 15.00% | 70,495 | 244 | 0 | 8,273 | |
| Energy & Resources | ||||||||
| Sagar Cements (INR million) (2) |
L26942AP1981PLC002887 | India | 18.55% | 6,673 | 4,151 | 4,787 | -185 | |
| Development Capital | ||||||||
| Atenor | 0403.209.303 | Belgium | 8.82% | 3.10% | 376,709 | 271,923 | 110,133 | 12,028 |
| Axe Investments | 0419.822.730 | Belgium | 35.77% | 12.57% | 15,666 | 53 | 587 | 278 |
| Corelio | 0415.969.454 | Belgium | 16.29% | 5.72% | 283,085 | 245,322 | 299,939 | -42,319 |
| Euro Media Group | 326.752.797 | France | 16.28% | 5.72% | 428,606 | 239,606 | 301,344 | 9,425 |
| NMC | 0402.469.826 | Belgium | 22.51% | 7.91% | 171,389 | 71,395 | 197,645 | 11,852 |
| MediaCore | 0428.604.297 | Belgium | 36.99% | 13.00% | 22,922 | 1 | 0 | 777 |
| Egemin International | ||||||||
| E+ | 0864.327.012 | Belgium | 23.82% | 8.37% | 974 | 1,074 | 2,687 | -100 |
(1) AvH's significant influence on Promofi (85% Delen family, 15% AvH) stems from the partnership between AvH and the Delen family for the management of the participation Finaxis.
(2) AvH's right to a representative on the Board of Directors of Sagar Cements and a right of veto on changes to aspects including articles of association and purchasing and sales activities, explain why it is included in the consolidation scope of AvH.
(3) The full consolidation of Sofinim (74% group share, 26% minority interest) leads to the creation of minority interests among the participations of Sofinim.
| (€ 1,000) Name of associated participating interest |
Registration nr |
Registered office |
Beneficial interest % 2013 |
Reason for exclusion |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure | ||||||||
| Algemene Aannemingen Van Laere | ||||||||
| Proffund (2012) | 0475.296.317 | Belgium | 33.33% | (*) | 3,109 | 2,243 | 7,473 | 304 |
| Subholdings AvH | ||||||||
| Nivelinvest | 0430.636.943 | Belgium | 25.00% | (*) | 41,941 | 33,621 | 559 | -16 |
(*) Investment of negligible significance.
In pursuance of the agreement that AvH and Vinci concluded on 19 September 2013, AvH acquired exclusive control over CFE, and therefore also over DEME, on 24 December 2013. AvH acquired 15,288,662 CFE shares, representing 60.39% of the capital, by:
the acquisition from Vinci by private transaction of 3,066,440 CFE shares at a price of 45 euros per share; and
a capital increase in kind to the amount of 550 million euros, as part of which AvH contributed 2,269,050 DEME shares to CFE, in exchange for 12,222,222 newly issued CFE shares, each new share being subscribed for at an issue price of 45 euros.
Following those two transactions, AvH acquired a 60.39% controlling interest in CFE. As a result of those transactions, AvH's joint controlling interest in DEME (50%) also evolved to a controlling interest of 60.39%. Vinci retained a 12.1% interest in CFE after the above-mentioned transactions.
As a result of the acquisition of control as of 24 December 2013, AvH fully consolidated the balance sheets of CFE, DEME, Rent-A-Port and Rent-A-Port Energy in its financial statements for 2013. Given the fact that the acquisition of control took place just a few calendar days before the year-end, the increased shareholding percentage in those companies would only affect the income statement from 1 January 2014 onwards.
This acquisition of control complied with the definition of a business combination in accordance with IFRS 3 "Business combinations". The historical 50% interest in DEME was revalued, with a positive impact in the income statement, i.e. the difference between the carrying value and 550 million euros, which is the value at which the stake in DEME was contributed to CFE. The goodwill on that transaction must then be allocated as much as possible to the identifiable assets of CFE, DEME, Rent-A-Port and Rent-A-Port Energy.
The implementation of this IFRS standard involved:
| Impact on result (€ 1,000) | |
|---|---|
| Revaluation of the initial 50% in DEME | 550,000 |
| Carrying value DEME year-end 2013 | 440,601 |
| 109,399 |
The transaction price of 687.9 million euros comprised 550 million euros as the contribution value of 50% DEME shares to CFE (no cash expenditure) and 138 million euros paid to Vinci for the purchase of 3,066,440 CFE shares at 45 euros per share.
The full consolidation of CFE, DEME, Rent-A-Port and Rent-A-Port Energy resulted in the recognition of a goodwill of 252.3 million euros on DEME and a provision for contingent liabilities of 60.3 million euros in connection with the other activities of CFE.
In the course of 2014, Ackermans & van Haaren allocated this goodwill of 252.3 million euros as much as possible to identifiable assets (and liabilities). See the next page.
The full consolidation of CFE (including DEME) and the increased stakes in Rent-A-Port and Rent-A-Port Energy were recorded as follows in the AvH consolidated accounts for 2013, based on figures of CFE on 31 December 2013 which were adapted to the AvH valuation rules with respect to the presentation (equity method) of joint controlling interests:
| Non-current assets | 2,109,212 |
|---|---|
| Current assets | 1,766,608 |
| Total assets | 3,875,820 |
| Equity - group share | 1,193,154 |
| Minority interests | 8,064 |
| Non-current liabilities | 885,549 |
| Current liabilities | 1,789,054 |
| Total equity and liabilities | 3,875,820 |
| Total assets | 3,875,820 |
| Total liabilities | -2,674,602 |
| Minority interests | -8,064 |
| Net assets | 1,193,154 |
| Exclusion of actuarial losses 'Defined benefit pension plans', translation differences & hedging reserves (1) | 6,308 |
| Adjusted net assets | 1,199,461 |
| DEME | Rent-A-Port | Rent-A-Port Energy |
CFE other activities |
Total | |
|---|---|---|---|---|---|
| Net assets per 31-12-2013 | 847,701 | 23,792 | 2,439 | 87,641 | |
| Goodwill DEME in consolidated balance sheet CFE | 252,299 | 0 | 0 | 0 | |
| Total net assets | 1,100,000 | 23,792 | 2,439 | 87,641 | |
| Beneficial interest % CFE | 100% | 45.00% | 45.61% | 100% | |
| 1,100,000 | 10,707 | 1,112 | 87,641 | 1,199,461 | |
| Beneficial interest % AvH | 60.39% | 60.39% | 60.39% | 60.39% | 60.39% |
| 664,344 | 6,466 | 672 | 52,931 | 724,414 |
| Total net assets (100% incl. goodwill on DEME in consolidated balance sheet CFE) | 1,199,461 |
|---|---|
| - Provision for contingent liabilities in connection with the other activities of CFE | -60,309 |
| Total net assets (100% basis) | 1,139,152 |
| Transaction price (60.39%) | 687,990 |
(1) Translation differences, actuarial losses on 'Defined benefit pension plans' and hedging reserves are excluded. This did not give rise to a material misstatement of the goodwill.
AvH has opted to apply the full goodwill method to this business combination.
The acquisition of control over CFE and the reporting thereof as described above led to the recognition of a goodwill of 252.3 million euros on DEME and a contingent liability for risks of 60.3 million euros in connection with the other activities of CFE. Potential risks have been identified in both the construction and real estate development activities.
After valuing the identifiable assets and liabilities at fair value (as per IFRS 3), DEME's restated balance sheet on 31 December 2013 as included in the AvH consolidated financial statements is as follows: :
| (€ 1,000) | 2013 | Revaluation | 2013 Restated |
|---|---|---|---|
| Intangible assets | 8,578 | 8,578 | |
| Trade names | 15,178 | 15,178 | |
| Databases and related tools | 69,349 | 69,349 | |
| Order book | 8,000 | 8,000 | |
| Goodwill | 16,559 | 140,764 | 157,323 |
| Tangible assets | 1,447,274 | 50,476 | 1,497,750 |
| Financial assets (fixed and current) | 122,128 | 19,547 | 141,675 |
| Amounts receivable after one year | 7,851 | 7,851 | |
| Deferred tax assets and (liabilities) | 26,589 | -42,034 | -15,445 |
| Net working capital (incl. accrued and deferred items) | -170,593 | -170,593 | |
| Cash and cash equivalents | 309,986 | 309,986 | |
| Financial debts (current and non-current) | -851,890 | -8,982 | -860,872 |
| Hedging instruments (current and non-current) | -19,642 | -19,642 | |
| Provisions and pension liablities | -37,754 | -37,754 | |
| Minorities | -11,385 | -11,385 | |
| Equity | 847,701 | 252,299 | 1,100,000 |
The following valuation techniques were used in assessing the fair value of the main identified assets and liabilities:
The recognition of a residual goodwill of 157 million euros in the financial statements is justified by the presence of intangible assets – such as the staff of DEME – which cannot be recognized separately. Other elements justifying this residual goodwill are the know-how and knowledge which DEME has accumulated over the years and which enables it to develop tech nological solutions that are ideally suited to each new contract, and also to implement programmes for optimum cost control.
Unlike in 2013 when AvH acquired control over CFE/DEME, business combi nations within the group were very limited in 2014. DEME acquired control over Global Sea Mineral Resources, Fasiver and Techno@green, with the total goodwill (1.2 million euros) being largely allocated to the assets.
In 2014, Rent-A-Port took over the 50% interest from its partner in Infra Asia Consultancy & PM, thereby strengthening its indirect interest in Dinh Vu Industrial Zone (Vietnam). This transaction gave rise to a negative good will of 1 million euros, reported in the income statement under the item 'Other non-operating income'.
Anima Care acquired the company Home du Parc at the beginning of May 2014. The residential care centre 'Home du Parc', which had 32 beds, was closed down at the end of May. The operating licenses for Home du Parc were transferred to Anima Care's new operation 'Au Privilège'. Home du Parc (now merged with Au Privilège) owns the buildings in which the re sidential care centre was operated. At the end of January 2015, an agree ment was signed for the sale of this property for 0.5 million euros. The goodwill was largely allocated to those assets, so that the balance was limi ted to 0.1 million euros.
| (€ 1,000) | Segment 1 Marine Engineering & Infrastructure |
Segment 2 Private Banking |
Segment 3 Real Estate, Leisure & Senior Care |
Segment 4 Energy & Resources |
Segment 5 Development Capital |
Segment 6 AvH & subholdings |
Eliminations between segments |
Total 2014 |
|---|---|---|---|---|---|---|---|---|
| Revenue | 3,755,959 | 166,082 | 105,191 | 102 | 131,700 | 4,918 | -4,690 | 4,159,261 |
| Rendering of services | 19,564 | 37,927 | 102 | 4,548 | -4,541 | 57,599 | ||
| Lease revenue | 7,751 | 1,711 | 9,462 | |||||
| Real estate revenue | 45,857 | 58,302 | 104,160 | |||||
| Interest income - banking activities | 122,797 | 122,797 | ||||||
| Fees and commissions - banking activities | 32,020 | 32,020 | ||||||
| Revenue from construction contracts | 3,620,028 | 128,356 | 3,748,384 | |||||
| Other operating revenue | 70,509 | 3,514 | 7,250 | 3,344 | 371 | -149 | 84,839 | |
| Other operating income | 168 | 1,169 | 2,223 | 0 | 400 | 2,699 | -1,646 | 5,014 |
| Interest on financial fixed assets - receivables | 168 | 36 | 366 | 614 | -368 | 815 | ||
| Dividends | 1,169 | 2,187 | 14 | 736 | 4,106 | |||
| Government grants | 0 | |||||||
| Other operating income | 20 | 1,350 | -1,278 | 92 | ||||
| Operating expenses (-) | -3,532,244 | -123,367 | -68,345 | -107 | -152,192 | -18,526 | 5,968 | -3,888,812 |
| Raw materials and consumables used (-) | -2,178,768 | -10,946 | -66,718 | -2,256,432 | ||||
| Changes in inventories of finished goods, raw materials & consumables (-) |
7,488 | -472 | -281 | 6,736 | ||||
| Interest expenses Bank J.Van Breda & C° (-) | -48,461 | -48,461 | ||||||
| Employee expenses (-) | -611,431 | -41,086 | -27,126 | -41,283 | -2,869 | -723,794 | ||
| Depreciation (-) | -248,570 | -5,226 | -3,225 | -2,618 | -657 | -260,295 | ||
| Impairment losses (-) | -5,131 | -3,469 | -3,113 | -23,058 | -5,011 | -39,782 | ||
| Other operating expenses (-) | -494,483 | -24,820 | -23,312 | -107 | -18,162 | -9,989 | 5,968 | -564,905 |
| Provisions | -1,349 | -305 | -151 | -73 | -1,878 | |||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
0 | 0 | 4,001 | 0 | 0 | 0 | 0 | 4,001 |
| Financial assets held for trading | 0 | |||||||
| Investment property | 4,001 | 4,001 | ||||||
| Profit (loss) on disposal of assets | 8,206 | 84 | 2,471 | 0 | 6,594 | 18,987 | 0 | 36,342 |
| Realised gain (loss) on intangible and tangible assets |
7,692 | -5 | -48 | -4 | 7 | 7,642 | ||
| Realised gain (loss) on investment property | 2,518 | 2,518 | ||||||
| Realised gain (loss) on financial fixed assets | 514 | 2 | 6,599 | 17,489 | 24,603 | |||
| Realised gain (loss) on other assets | 87 | 1 | 0 | 1,491 | 1,579 | |||
| Profit (loss) from operating activities | 232,088 | 43,968 | 45,541 | -5 | -13,497 | 8,079 | -368 | 315,806 |
| Finance income | 51,940 | 41 | 3,861 | 10 | 1,196 | 354 | -383 | 57,019 |
| Interest income | 10,715 | 41 | 2,513 | 10 | 1,023 | 349 | -383 | 14,268 |
| Other finance income | 41,225 | 1,348 | 173 | 5 | 42,751 | |||
| Finance costs (-) | -66,572 | 0 | -19,645 | -10 | -1,251 | -3,246 | 751 | -89,973 |
| Interest expenses (-) | -30,607 | -11,998 | -633 | -1,692 | 751 | -44,179 | ||
| Other finance costs (-) | -35,965 | -7,646 | -10 | -618 | -1,554 | -45,794 | ||
| Derivative financial instruments designated at fair value through profit and loss |
0 | 506 | -852 | 0 | 0 | 0 | -346 | |
| Share of profit (loss) from equity accounted investments |
22,759 | 81,431 | 10,284 | 19,485 | -5,914 | 253 | 128,299 | |
| Other non-operating income | 1,048 | 5,758 | 0 | 0 | 0 | 0 | 6,806 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) before tax | 241,264 | 131,704 | 39,190 | 19,480 | -19,466 | 5,440 | 0 | 417,611 |
| Income taxes | -67,970 | -15,712 | -2,397 | -8 | -2,202 | -46 | 0 | -88,335 |
| Deferred taxes | -6,111 | -5,128 | 296 | -653 | -38 | -11,633 | ||
| Current taxes | -61,860 | -10,584 | -2,693 | -8 | -1,549 | -8 | -76,702 | |
| Profit (loss) after tax from continuing operations |
173,294 | 115,991 | 36,794 | 19,471 | -21,668 | 5,394 | 0 | 329,276 |
| Profit (loss) after tax from discontinued operations |
0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) of the period | 173,294 | 115,991 | 36,794 | 19,471 | -21,668 | 5,394 | 0 | 329,276 |
| Minority interests | 67,086 | 24,617 | 22,042 | 0 | 407 | 0 | 114,152 | |
| Share of the group | 106,208 | 91,374 | 14,752 | 19,472 | -22,075 | 5,394 | 215,125 |
When comparing the consolidated income statement of 2014 with that of 2013 (and previous years), it should be noted that AvH's acquisition of control over CFE in December 2013 gives rise to the full consolidation of the financial statements of CFE, DEME, Rent-A-Port and Rent-A-Port Energy with effect from January 1, 2014. Given the extent of the activities of DEME and CFE, the impact of that consolidation is significant and is reflected in almost all components of the income statement. In the periods prior to 2014, when AvH was not a shareholder of CFE, interests in DEME (50%), Rent-A-Port (45%) and Rent-A-Port Energy (45.6%) were accounted for using the equity method.
As a result of this full consolidation of all interests in the Marine Engineering & Infrastructure segment, the contribution of this segment to the "profit from operating activities" increased to 232.1 million euros (2013: 5.1 million euros), while the total amount of this item in the consolidated financial statements increased from 118.8 million euros in 2013 to 315.8 million euros in 2014.
The profit from operating activities of the other segments is markedly lower in 2014 as a result of a lower amount of realized capital gains in the "Development Capital" segment (2014: NMC 6.6 million euros; 2013: Spano 46.0 million euros) and of the impairments recognized in 2014 on the participating interests in Groupe Flo and Euro Media Group. In the "AvH and subholdings" segment, capital gains worth 19.0 million euros were realized in 2014 (primarily on the sale of Belfimas shares), whereas this was not the case in 2013.
The balance of finance income and finance costs was more negative in 2014 than in 2013. This is also largely due to the change in consolidation method applied to DEME, CFE, Rent-A-Port and Rent-A-Port Energy.
As a result of this change in consolidation method, the contribution of DEME, Rent-A-Port and Rent-A-Port Energy is also no longer included in the profit (loss) from equity accounted investments.
The non-operating income in the "Private Banking" segment in 2014 is connected with the statutory option which Bank J.Van Breda & C° had to exclude inactive partners of ABK, which in fact explains the increase in the shareholding percentage in ABK from 91.8% to 99.9% in 2014. In 2013, the acquisition of control over CFE by, among other things, the contribution of the 50% share which AvH held in DEME led to a remeasurement in CFE's income statement of the DEME stake by 109.4 million euros.
As a result of the full consolidation of the interests in DEME, CFE, Rent-A-Port and Rent-A-Port Energy, the income taxes of those companies are now reflected in AvH's consolidated financial statements; consequently, this item now gives a truer picture of the taxes borne by the group. However, since Delen Investments, Sipef and most of the Development Capital participations are accounted for using the equity method, the real tax cost in this configuration is still underestimated.
The full consolidation of certain group companies, as mentioned earlier, leads to an increase in the item 'Minority interests', as there are minority interests in each of those additionally consolidated group companies.
With 103.0 million euros, DEME (AvH 60.4%) provided the largest contribution to this segment, which also includes the contributions of the fully consolidated holdings in CFE (60.4%), Rent-A-Port (72.2%), Rent-A-Port Energy (73.2%), Algemene Aannemingen Van Laere (100%) and Nationale Maatschappij der Pijpleidingen (75%).
Finaxis group (AvH 78.75%), which includes the contributions from Delen Investments and Bank J.Van Breda & C°, represents the lion's share of this segment. Bank J.Van Breda & C° was fully consolidated via Finaxis while the results of Delen Investments were processed in accordance with the equity accounting method. The insurance group ASCO-BDM (AvH 50%) was also entered in the books using the equity accounting method.
Leasinvest Real Estate - LRE (AvH 30.01%) is under the exclusive control of AvH and is therefore fully included in consolidation. In this segment also Extensa (AvH 100%) and Anima Care (AvH 100%) are fully consolidated while Groupe Financière Duval (AvH 41.1%) is entered in the books using the equity method.
Sipef (26.8%), Oriental Quarries & Mines (50%), Max Green (18.9%) and the Telemond group (50%) are all jointly controlled participations, and are therefore included according to the equity accounting method. The minority interest in Sagar Cements (18.6%) is also listed in this way in AvH's consolidated accounts.
AvH is active in "Development Capital" via Sofinim (26% minority stake held by NPM-Capital) on the one hand, and via GIB (jointly controlled subsidiary with Nationale Portefeuille Maatschappij) on the other.
Besides operating expenses, the contribution of AvH & subholdings is to a large extent affected by the realization or not of capital gains on sales of shares and by transaction costs.
Further to the above please refer to the separate enclosure 'Key figures 2014' in which results by segment are discussed in detail.
| (€ 1,000) | Segment 1 Marine Engineering & Infrastructure |
Segment 2 Private Banking |
Segment 3 Real Estate, Leisure & Senior Care |
Segment 4 Energy & Resources |
Segment 5 Development Capital |
Segment 6 AvH & subholdings |
Eliminations between segments |
Total 2014 |
|---|---|---|---|---|---|---|---|---|
| I. Non-current assets | 2,244,521 | 3,473,185 | 1,026,542 | 183,030 | 331,096 | 36,229 | -8,219 | 7,286,383 |
| Intangible assets | 98,528 | 8,949 | 10,617 | 923 | 74 | 119,091 | ||
| Goodwill | 178,972 | 134,247 | 6,139 | 319,358 | ||||
| Tangible assets | 1,531,823 | 37,907 | 94,525 | 20,706 | 10,700 | 1,695,661 | ||
| Investment property | 2,749 | 727,411 | 730,161 | |||||
| Participations accounted for using the equity method |
171,350 | 534,353 | 97,887 | 183,030 | 208,497 | 4,025 | 1,199,141 | |
| Financial fixed assets | 118,479 | 143 | 62,925 | 95,066 | 15,950 | -8,219 | 284,345 | |
| Available for sale financial fixed assets | 5,362 | 3 | 62,904 | 72,855 | 7,722 | 148,847 | ||
| Receivables and warranties | 113,117 | 140 | 21 | 22,211 | 8,228 | -8,219 | 135,498 | |
| Non-current hedging instruments | 674 | 426 | 1,846 | 2,946 | ||||
| Amounts receivable after one year | 25,758 | 86,551 | 24,598 | 5,645 | 3,624 | 146,176 | ||
| Trade receivables | 0 | |||||||
| Finance lease receivables | 86,551 | 24,438 | 110,989 | |||||
| Other receivables | 25,758 | 160 | 5,645 | 3,624 | 35,187 | |||
| Deferred tax assets | 116,186 | 11,092 | 595 | 259 | 1,857 | 129,988 | ||
| Banks - receivables from credit institutions and clients after one year |
2,659,517 | 2,659,517 | ||||||
| ii. Current assets | 2,117,889 | 1,684,744 | 201,038 | 3,975 | 238,882 | 86,874 | -179,993 | 4,153,408 |
| Inventories | 108,452 | 15,817 | 2,002 | 126,271 | ||||
| Amounts due from customers under construction contracts |
151,189 | 89,587 | 8,244 | 249,020 | ||||
| Investments | 14 | 606,996 | 18 | 3,048 | 24,651 | 634,727 | ||
| Available for sale financial assets | 606,996 | 18 | 3,048 | 24,651 | 634,713 | |||
| Financial assets held for trading | 14 | 14 | ||||||
| Current hedging instruments | 4,303 | 1,451 | 5,754 | |||||
| Amounts receivable within one year | 1,087,715 | 62,884 | 69,474 | 3,700 | 179,455 | 32,016 | -179,858 | 1,255,386 |
| Trade debtors | 998,702 | 14,557 | 30,902 | 3,666 | -3,547 | 1,044,280 | ||
| Finance lease receivables | 42,857 | 502 | 43,359 | |||||
| Other receivables | 89,013 | 20,027 | 54,415 | 3,700 | 148,553 | 28,350 | -176,311 | 167,747 |
| Current tax receivables | 7,078 | 622 | 20 | 50 | 558 | 8,327 | ||
| Banks - receivables from credit institutions and clients within one year |
910,351 | 910,351 | ||||||
| Banks - loans and advances to banks | 64,722 | 64,722 | ||||||
| Banks - loans and receivables (excl. finance leases) | 842,978 | 842,978 | ||||||
| Banks - cash balances with central banks | 2,651 | 2,651 | ||||||
| Cash and cash equivalents | 726,780 | 97,450 | 23,668 | 255 | 44,902 | 29,172 | 922,226 | |
| Time deposits for less than three months | 79,508 | 6,333 | 28,985 | 24,333 | 139,160 | |||
| Cash | 647,272 | 97,450 | 17,334 | 255 | 15,916 | 4,838 | 783,066 | |
| Deferred charges and accrued income | 32,359 | 5,612 | 1,852 | 1,181 | 479 | -135 | 41,347 | |
| III. Assets held for sale | 31,447 | 18,137 | 49,584 | |||||
| TOTAL ASSETS | 4,393,857 | 5,157,929 | 1,245,717 | 187,005 | 569,978 | 123,103 | -188,212 | 11,489,375 |
| (€ 1,000) Segment information - pro forma turnover |
Marine Engineering & Infrastructure |
Private Banking |
Real Estate, Leisure & Senior Care |
Energy & Resources |
Development Capital |
AvH & subholdings |
Eliminations between segments |
Total 2014 |
|---|---|---|---|---|---|---|---|---|
| Turnover EU member states | 2,036,472 | 453,311 | 286,990 | 67,378 | 798,864 | 4,600 | -4,594 | 3,643,022 |
| Other European countries | 195,040 | 180 | 4,276 | 10,618 | 34,865 | 244,980 | ||
| Rest of the world | 1,638,422 | 36,138 | 299,880 | 1,974,440 | ||||
| TOTAL | 3,869,934 | 453,491 | 291,266 | 114,135 | 1,133,609 | 4,600 | -4,594 | 5,862,442 |
The pro forma turnover comprises the turnover of all participations held by the AvH group, and therefore deviates from the turnover as reported in the legal IFRS consolidation drawn up on the basis of the consolidation scope reported on page 134 to 140. In this pro forma presentation, all (exclusive) control interests are incorporated in full and the other interests proportionally.
| (€ 1,000) | Segment 1 Marine Engineering & Infrastructure |
Segment 2 Private Banking |
Segment 3 Real Estate, Leisure & Senior Care |
Segment 4 Energy & Resources |
Segment 5 Development Capital |
Segment 6 AvH & subholdings |
Eliminations between segments |
Total 2014 |
|---|---|---|---|---|---|---|---|---|
| I. Total equity | 1,347,629 | 1,136,073 | 464,387 | 186,993 | 512,125 | -147,838 | 3,499,369 | |
| Shareholders' equity - group share | 832,474 | 926,468 | 226,706 | 185,881 | 378,509 | -147,841 | 2,402,197 | |
| Issued capital | 113,907 | 113,907 | ||||||
| Share capital | 2,295 | 2,295 | ||||||
| Share premium | 111,612 | 111,612 | ||||||
| Consolidated reserves | 843,435 | 917,390 | 229,707 | 181,390 | 380,757 | -248,671 | 2,304,007 | |
| Revaluation reserves | -10,960 | 9,078 | -3,001 | 4,491 | -2,248 | 8,951 | 6,312 | |
| Securities available for sale | 7,079 | 7,917 | 46 | 3,087 | 7,194 | 25,322 | ||
| Hedging reserves | -4,248 | -872 | -11,159 | -367 | -16,646 | |||
| Actuarial gains (losses) defined benefit pension plans |
-5,369 | -55 | -355 | -1,269 | 1,758 | -5,290 | ||
| Translation differences | -1,344 | 2,926 | 242 | 4,800 | -3,698 | 2,926 | ||
| Treasury shares (-) | -22,029 | -22,029 | ||||||
| Minority interests | 515,155 | 209,604 | 237,681 | 1,112 | 133,616 | 4 | 1,097,172 | |
| ii. Non-current liabilities | 1,079,120 | 922,843 | 536,782 | 9,783 | 61,236 | -8,219 | 2,601,546 | |
| Provisions | 93,659 | 338 | 4,927 | 957 | 99,881 | |||
| Pension liabilities | 42,837 | 3,532 | 29 | 4 | 46,403 | |||
| Deferred tax liabilities | 142,973 | 713 | 11,162 | 1,146 | 1,232 | 157,226 | ||
| Financial debts | 702,607 | 469,089 | 7,650 | 60,000 | -8,219 | 1,231,127 | ||
| Bank loans Bonds |
328,511 306,895 |
363,708 97,215 |
60,000 | 752,219 404,110 |
||||
| Subordinated loans | 300 | 7,987 | -5,000 | 3,287 | ||||
| Finance leases | 62,957 | 7,650 | 70,607 | |||||
| Other financial debts | 3,945 | 178 | -3,219 | 904 | ||||
| Non-current hedging instruments | 16,310 | 12,232 | 37,766 | 66,308 | ||||
| Other amounts payable after one year | 80,734 | 8,327 | 13,839 | 102,900 | ||||
| Banks - debts to credit institutions, | 897,701 | 897,701 | ||||||
| clients & securities | ||||||||
| Banks - deposits from credit institutions | 0 | |||||||
| Banks - deposits from clients | 832,418 | 832,418 | ||||||
| Banks - debt certificates including bonds | 8 | 8 | ||||||
| Banks - subordinated liabilities | 65,275 | 65,275 | ||||||
| III. Current liabilities | 1,947,943 | 3,099,014 | 244,547 | 12 | 48,070 | 209,704 | -179,993 | 5,369,297 |
| Provisions | 31,846 | 117 | 31,963 | |||||
| Pension liabilities | 261 | 261 | ||||||
| Financial debts | 213,027 | 207,145 | 1,444 | 205,453 | -175,311 | 451,759 | ||
| Bank loans | 159,595 | 82,783 | 242,377 | |||||
| Bonds | 0 | |||||||
| Finance leases | 7,538 | 5 | 1,444 | 8,986 | ||||
| Other financial debts | 45,895 | 124,358 | 205,453 | -175,311 | 200,395 | |||
| Current hedging instruments Amounts due to customers under |
22,111 | 1,997 | 462 | 24,569 | ||||
| construction contracts | 231,708 | 15,015 | 246,723 | |||||
| Other amounts payable within one year | 1,354,634 | 16,181 | 22,800 | 9 | 27,717 | 3,980 | -2,352 | 1,422,970 |
| Trade payables | 1,155,336 | 24 | 9,790 | 9 | 17,118 | 494 | -1,352 | 1,181,419 |
| Advances received | 1,617 | 1,617 | ||||||
| Amounts payable regarding remuneration and social security |
115,031 | 7,558 | 3,988 | 9,566 | 2,879 | 139,022 | ||
| Other amounts payable | 82,650 | 8,599 | 9,022 | 1,034 | 607 | -1,000 | 100,911 | |
| Current tax payables | 53,775 | 3,892 | 2,262 | 1,023 | 11 | 60,963 | ||
| Banks - debts to credit institutions, | 3,068,832 | 3,068,832 | ||||||
| clients & securities | ||||||||
| Banks - deposits from credit institutions | 12,432 | 12,432 | ||||||
| Banks - deposits from clients | 2,903,509 | 2,903,509 | ||||||
| Banks - debt certificates including bonds | 138,653 | 138,653 | ||||||
| Banks - subordinated liabilities Accrued charges and deferred income |
40,841 | 14,238 7,851 |
11,761 | 3 | 2,871 | 260 | -2,330 | 14,238 61,257 |
| IV. Liabilities held for sale | 19,164 | 19,164 | ||||||
| TOTAL EQUITY AND LIABILITIES | 4,393,857 | 5,157,929 | 1,245,717 | 187,005 | 569,978 | 123,103 | -188,212 | 11,489,375 |
In the balance sheet as at 31/12/2013, unlike in the income statement, the interests in DEME, CFE, Rent-A-Port and Rent-A-Port Energy were already fully consolidated, so that a comparison of the balance sheets of 2014 and 2013 is not made more difficult.
The balance sheet total increased further in the course of 2014 to 11,489.4 million euros, which is 4% up on 31/12/2013. This increase is explained by the growing activities of the group companies in the "Marine Engineering & Infrastructure", "Private Banking", and "Real Estate, Leisure & Senior Care" segments.
As has already been pointed out earlier, the full consolidation of Bank J.Van Breda & C° leads to the inclusion of substantial items on both the assets and liabilities side of the balance sheet. They are therefore grouped under specific items on the balance sheet.
In the course of 2014, AvH allocated the provisional goodwill of 252 million euros that was recognized upon the acquisition of control over DEME as much as possible to identifiable assets (and liabilities) of DEME, which led to a shift from goodwill to intangible and tangible assets, without changing the original figure of 252 million euros. The impact of this allocation is explained on page 141 - 143.
The items which together make up the 'Fixed assets' increased by 202.4 million euros. This increase virtually corresponds to the increase in 'Amounts receivable after one year' at Bank J.Van Breda & C°, and is the result of the increased volume of loans granted by this bank to its clientele.
The 'Goodwill' and 'Intangible assets' decreased by 9.6 million euros. It should be pointed out that an amount of 91.1 million euros is included in the carrying value of the equity accounted companies and that the balance sheet of Delen Investments, an equity accounted group company, contains an item 'Clients' of 237.5 million euros.
The increase in 'Current assets' by 221.7 million euros is divided over the various constituent items. Worth noting is the increase in cash and cash equivalents by 155.2 million euros, a large part of which is accounted for by the increase in cash at DEME, which in 2014 was able to achieve a substantial reduction in its net financial debt, of which cash is one component.
The assets and liabilities held for sale concern real estate assets which no longer belong to the core portfolio of Leasinvest Real Estate, and the road-building activity of Van Wellen NV which in 2015 is being transferred by CFE to the Willemen group.
For the changes in equity, see the note on page 125.
The 'Non-current liabilities' increased by 189.7 million euros during 2014, of which 103.6 million euros is accounted for by the increased deposits entrusted to Bank J.Van Breda & C° by its clients. The start of the first residential development of the project Cloche d'Or (Extensa) and the investments made by LRE in Switzerland explain the increase in debts in the Real Estate, Leisure & Senior Care segment. A portion of 28 million euros was repaid in 2014 of the long-term debt of 88 million euros which AvH incurred at the end of 2013 in connection with the CFE transaction. Both DEME and CFE were able to reduce their debts in 2014. Apart from the variation in available cash, this is also reflected in a decrease in short-term and long-term financial debts.
Of the 60.3 million euros which AvH had recognized on December 31, 2013, under the item 'Provisions' as contingent liability for risks of CFE, a sum of 7.5 million euros (group share 4.5 million euros) was reversed in the course of 2014 because the risks in question at CFE were either no longer present or were reported in CFE's own financial statements.
The 'Current liabilities' amounted to 5,369.3 million euros at year-end 2014, which is only slightly higher than in the previous year.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 & 6 |
Total 2014 |
|
|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate, Leisure & Senior Care |
Energy & Resources |
AvH, subhold. & Development Capital |
Eliminations between segments |
||
| I. Cash and cash equivalents, opening balance | 463,754 | 180,936 | 20,784 | 64 | 101,470 | 767,009 | |
| Profit (loss) from operating activities | 232,088 | 43,968 | 45,541 | -5 | -5,418 | -368 | 315,806 |
| Reclassification 'Profit (loss) on disposal of assets' to cash flow from divestments |
-8,206 | -84 | -2,471 | -25,581 | -36,342 | ||
| Dividends from participations accounted for using the equity method | 1,357 | 30,603 | 200 | 6,536 | 38,696 | ||
| Other non-operating income (expenses) | 1,048 | 5,758 | 6,806 | ||||
| Income taxes | -61,771 | -15,712 | -2,397 | -8 | -2,247 | -82,136 | |
| Non-cash adjustments | |||||||
| Depreciation | 248,570 | 5,226 | 3,225 | 3,275 | 260,295 | ||
| Impairment losses | 5,131 | 3,484 | 3,113 | 28,068 | 39,797 | ||
| Share based payment | 14 | 1,560 | 1,019 | 699 | 3,291 | ||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
-4,001 | -4,001 | |||||
| (Decrease) increase of provisions | 668 | 985 | 151 | 73 | 1,877 | ||
| (Decrease) increase of deferred taxes | 6,111 | 5,128 | -296 | 691 | 11,633 | ||
| Other non-cash expenses (income) | -1,110 | 1,637 | 610 | 591 | 1,727 | ||
| Cash flow | 423,899 | 82,552 | 44,494 | 186 | 6,685 | -368 | 557,449 |
| Decrease (increase) of working capital | 227,836 | -143,774 | -57,796 | -20 | -32,505 | 3,840 | -2,420 |
| Decrease (increase) of inventories and construction contracts | 54,222 | -74,229 | -32 | -20,039 | |||
| Decrease (increase) of amounts receivable | 10,608 | -731 | 578 | -23 | -33,959 | 3,840 | -19,688 |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
-190,911 | -190,911 | |||||
| Increase (decrease) of liabilities (other than financial debts) | 162,176 | -5,355 | 13,870 | 3 | 2,200 | 172,894 | |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) |
47,838 | 47,838 | |||||
| Decrease (increase) other | 830 | 5,385 | 1,985 | 1 | -715 | 7,485 | |
| Cash flow from operating activities | 651,735 | -61,222 | -13,302 | 166 | -25,820 | 3,472 | 555,029 |
| Investments | -202,575 | -595,415 | -74,195 | 0 | -18,488 | -890,673 | |
| Acquisition of intangible and tangible assets | -183,852 | -9,713 | -23,878 | -2,317 | -219,760 | ||
| Acquisition of investment property | -43,983 | -43,983 | |||||
| Acquisition of financial fixed assets | -6,527 | -193 | -6,334 | -5,770 | -18,824 | ||
| New amounts receivable | -12,197 | -55 | -1,359 | -13,611 | |||
| Acquisition of investments | -585,454 | -9,042 | -594,496 | ||||
| Divestments | 16,526 | 613,102 | 24,833 | 0 | 68,910 | 0 | 723,370 |
| Disposal of intangible and tangible assets | 13,626 | 286 | 59 | 64 | 14,035 | ||
| Disposal of investment property | 13,906 | 13,906 | |||||
| Disposal of financial fixed assets | 2,559 | 10,784 | 61,204 | 74,547 | |||
| Reimbursements of amounts receivable | 72 | 338 | 410 | ||||
| Disposal of investments | 341 | 612,816 | 12 | 7,304 | 620,473 | ||
| Cash flow from investing activities | -186,049 | 17,687 | -49,362 | 0 | 50,422 | -167,303 | |
| Financial operations | |||||||
| Interest received | 10,715 | 41 | 2,513 | 10 | 1,073 | -383 | 13,970 |
| Interest paid | -43,146 | -13,325 | -2,027 | 751 | -57,747 | ||
| Other financial income (costs) | 4,643 | -8,385 | -10 | -1,994 | -5,746 | ||
| Decrease (increase) of treasury shares | -3,454 | -3,454 | |||||
| (Decrease) increase of financial debts | -148,501 | 95,110 | -34,247 | -3,840 | -91,478 | ||
| Distribution of profits | -56,361 | -56,361 | |||||
| Dividends paid to minority interests | -30,590 | -39,993 | -14,321 | 47,051 | -37,853 | ||
| Cash flow from financial activities | -206,879 | -39,951 | 61,592 | 0 | -49,960 | -3,472 | -238,670 |
| II. Net increase (decrease) in cash and cash equivalents | 258,806 | -83,487 | -1,072 | 166 | -25,357 | 149,056 | |
| Transfer between segments | 39 | 2,000 | -2,039 | 0 | |||
| Change in consolidation scope or method | 2,362 | 2,259 | 4,620 | ||||
| Impact of exchange rate changes on cash and cash equivalents | 1,819 | -303 | 24 | -1 | 1,540 | ||
| III. Cash and cash equivalents - ending balance | 726,780 | 97,450 | 23,668 | 255 | 74,073 | 922,226 |
Just as account must be taken in the analysis of the consolidated income statement and its comparison with previous years of the impact of the altered consolidation method that applies to the interests in DEME, CFE, Rent-A-Port and Rent-A-Port Energy, this also applies to the consolidated cash flow statement. Given the size of their operations, the inclusion of the cash flows of DEME and CFE has a significant impact on many items in the cash flow statement. In the 'Cash flow', this impact is most evident under the items 'Profit from operating activities', 'Income taxes' and 'Depreciation'.
The gains recognized on the sale of the stakes in NMC, Belfimas, among others, are reclassified from 'Cash flow from operating activities' to 'Cash flow from investing activities'.
Dividends received from equity accounted companies have decreased because DEME became fully consolidated as from 2014 and is therefore no longer included in this item.
The 'Other non-operating income' consists primarily of the derecognition of the separation share that had been reported for excluded partners of ABK. In 2013, the remeasurement income of 109.4 million euros was reported under this item which had to be recognized as a result of the acquisition of control over DEME and which was neutralized under 'Other non-cash income'.
The 'Impairment losses' contain the impairments which the group recognized on the participating interests in Groupe Flo and Euro Media Group in the Development Capital segment to a total amount of 22.9 million euros (group share 20.3 million euros).
Since DEME, CFE, Rent-A-Port and Rent-A-Port Energy were already fully included in the consolidated balance sheet of AvH as at 31/12/2013, the altered consolidation method of DEME/CFE does not explain changes in the working capital. On balance over all the segments, the working capital remains virtually unchanged in relation to 2013, although there are significant changes between segments. In the "Marine Engineering & Infrastructure" segment, the working capital could be limited to a considerable extent. At Bank J.Van Breda & C°, in 2014 the credit portfolio increased more than the deposits entrusted by clients, resulting in an increase in working capital, partly reinforced by a decrease in interbank debts. At Extensa, the development of the Cloche d'Or project in Luxembourg started in 2014, causing an increase in working capital.
In the investment cash flow, the investments in equipment at DEME in particular are, from 2014 onwards, also visible in the "Marine Engineering & Infrastructure" segment. Anima Care invested in the expansion of its residential care centres with new construction projects in Zemst, Haut-Ittre and Kasterlee. 'Acquisition of investment property' in 2014 is largely attributable to Leasinvest Real Estate which, among other things, purchased three retail properties in Switzerland and (to a lesser extent) invested in the redevelopment of the Royal 20 site in the Grand Duchy of Luxembourg. In 2014, LRE sold its property at Louizalaan 66 in Brussels and a building in Meer.
'Acquisition of financial fixed assets' relates to increasing existing shareholdings in already fully consolidated group companies and to new stakes acquired by DEME, Rent-A-Port and Anima Care amongst others.
The item 'Acquisition of investments' should be seen in conjunction with the disposal of investments and relates for the most part to portfolio management decisions of Bank J.Van Breda & C°.
'Disposal of financial fixed assets' in 2014 comprises, among other things, the proceeds from the sale of the stake in NMC, Belfimas and of the company that owns the BIM building on the Tour&Taxis site.
DEME succeeded in substantially reducing its debt in 2014. The start-up of the development of the Cloche d'Or project in Luxembourg and the expansion of the portfolios of Leasinvest Real Estate and Anima Care explain the cash flow from financial activities in the real estate segment. AvH, subholdings & Development Capital used the cash flow which they generated to further diminish their financial debts.
| € millions | 2014 | 2013 | 2012 | 2011 | 2010 |
|---|---|---|---|---|---|
| Treasury shares (2) | 24.5 | 21.2 | 18.4 | 18.8 | 17.8 |
| Other investments | |||||
| - portfolio shares | 27.2 | 23.6 | 20.0 | 18.8 | 26.6 |
| - term deposits | 55.9 | 73.3 | 82.3 | 72.6 | 77.3 |
| Cash | 6.5 | 6.4 | 6.5 | 1.9 | 1.2 |
| Financial debts | -92.7 | -127.6 | -39.3 | -39.1 | -45.1 |
| Net cash position | 21.3 | -3.1 | 87.9 | 73.0 | 77.7 |
(1) Includes the cash and financial debts to credit institutions and to financial markets of the consolidated subholdings recorded in the segment 'AvH & Subholdings' and 'Development Capital', and the cash of GIB (50%) and Finaxis.
(2) To the extent that the treasury shares are held in portfolio to cover outstanding option obligations, the value of the treasury shares is matched to those obligations.
| (€ 1,000) | Segment 1 Marine Engineering & |
Segment 2 Private Banking |
Segment 3 Real Estate, Leisure & |
Segment 4 Energy & Resources |
Segment 5 Development Capital |
Segment 6 AvH & subholdings |
Eliminations between |
Total 2013 |
|---|---|---|---|---|---|---|---|---|
| Infrastructure | Senior Care | segments | ||||||
| Revenue | 141,725 | 170,926 | 99,879 | 168 | 107,630 | 4,747 | -3,324 | 521,752 |
| Rendering of services | 13,870 | 27,409 | 156 | 4,293 | -3,178 | 42,550 | ||
| Lease revenue Real estate revenue |
347 | 8,759 | 1,741 54,681 |
10,500 55,028 |
||||
| Interest income - banking activities | 125,958 | 125,958 | ||||||
| Fees and commissions - banking activities | 31,601 | 31,601 | ||||||
| Revenue from construction contracts | 124,527 | 10,702 | 105,040 | 240,269 | ||||
| Other operating revenue | 2,982 | 4,608 | 5,344 | 12 | 2,590 | 454 | -146 | 15,845 |
| Other operating income | 174 | 155 | 1,753 | -1 | 801 | 2,680 | -1,206 | 4,356 |
| Interest on financial fixed assets - receivables | 174 | 62 | 787 | 429 | -156 | 1,297 | ||
| Dividends | 155 | 1,690 | -1 | 14 | 1,119 | 2,978 | ||
| Government grants | 0 | |||||||
| Other operating income | 1,131 | -1,050 | 81 | |||||
| Operating expenses (-) | -136,999 | -128,934 | -62,816 | -5,636 | -114,570 | -12,605 | 4,374 | -457,187 |
| Raw materials and consumables used (-) | -83,630 | -15,098 | -52,728 | -151,456 | ||||
| Changes in inventories of finished goods, raw materials & consumables (-) |
8 | -756 | 379 | -369 | ||||
| Interest expenses Bank J.Van Breda & C° (-) | -57,951 | -57,951 | ||||||
| Employee expenses (-) | -26,207 | -39,718 | -20,011 | -36,692 | -3,545 | -126,172 | ||
| Depreciation (-) | -4,391 | -4,332 | -1,857 | -2,443 | -640 | -13,663 | ||
| Impairment losses (-) | -284 | -1,501 | -3,543 | -5,537 | -6,081 | -16,945 | ||
| Other operating expenses (-) | -22,496 | -25,438 | -21,241 | -98 | -17,567 | -8,420 | 4,374 | -90,887 |
| Provisions | 6 | -311 | 561 | 257 | ||||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
0 | 64 | 883 | 0 | 12 | 0 | 960 | |
| Development capital | 12 | 12 | ||||||
| Financial assets held for trading | 64 | 64 | ||||||
| Investment property | 883 | 883 | ||||||
| Profit (loss) on disposal of assets | 197 | 1,933 | 752 | 0 | 45,927 | 85 | 48,894 | |
| Realised gain (loss) on intangible and tangible assets |
197 | -49 | 473 | 2 | -1 | 622 | ||
| Realised gain (loss) on investment property | 256 | 256 | ||||||
| Realised gain (loss) on financial fixed assets | 45,925 | 86 | 46,011 | |||||
| Realised gain (loss) on other assets | 1,982 | 23 | 2,005 | |||||
| Profit (loss) from operating activities | 5,098 | |||||||
| 44,144 | 40,450 | -5,469 | 39,801 | -5,093 | -156 | 118,775 | ||
| Finance income | 367 | 25 | 3,259 | 13 | 1,276 | 520 | -315 | 5,145 |
| Interest income | 143 | 25 | 2,404 | 13 | 875 | 520 | -315 | 3,665 |
| Other finance income | 224 | 854 | 401 | 1,480 | ||||
| Finance costs (-) | -983 | 0 | -16,223 | -4 | -1,213 | -3,589 | 470 | -21,542 |
| Interest expenses (-) | -854 | -10,139 | -894 | -549 | 470 | -11,966 | ||
| Other finance costs (-) Derivative financial instruments designated |
-129 0 |
2,588 | -6,084 977 |
-4 0 |
-319 | -3,040 0 |
-9,576 3,565 |
|
| at fair value through profit and loss Share of profit (loss) from equity accounted investments |
62,094 | 76,501 | 8,527 | 13,377 | -8,093 | 928 | 153,333 | |
| Other non-operating income | 0 | 0 | 0 | 0 | 0 | 109,399 | 109,399 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) before tax | 66,576 | 123,257 | 36,990 | 7,917 | 31,771 | 102,165 | 0 | 368,676 |
| Income taxes | -1,712 | -15,255 | -2,724 | -6 | -1,414 | 125 | -20,985 | |
| Deferred taxes Current taxes |
-236 -1,476 |
-5,361 -9,894 |
-1,883 -841 |
-6 | -188 -1,226 |
177 -51 |
-7,491 -13,495 |
|
| Profit (loss) after tax from continuing operations |
64,864 | 108,002 | 34,266 | 7,911 | 30,357 | 102,290 | 0 | 347,690 |
| Profit (loss) after tax from discontinued operations |
0 | |||||||
| Profit (loss) of the period | 64,864 | 108,002 | 34,266 | 7,911 | 30,357 | 102,290 | 0 | 347,690 |
| Minority interests | 5,122 | 23,549 | 18,503 | -796 | 7,411 | 0 | 53,790 |
| (€ 1,000) | Segment 1 Marine Engineering & Infrastructure |
Segment 2 Private Banking |
Segment 3 Real Estate, Leisure & Senior Care |
Segment 4 Energy & Resources |
Segment 5 Development Capital |
Segment 6 AvH & subholdings |
Eliminations between segments |
Total 2013* |
|---|---|---|---|---|---|---|---|---|
| I. Non-current assets | 2,301,627 | 3,232,222 | 957,985 | 152,153 | 385,068 | 63,044 | -8,157 | 7,083,942 |
| Intangible assets | 105,516 | 9,502 | 9,903 | 947 | 96 | 125,964 | ||
| Goodwill | 178,893 | 137,103 | 6,058 | 322,054 | ||||
| Tangible assets | 1,592,933 | 33,156 | 72,745 | 21,198 | 11,147 | 1,731,180 | ||
| Investment property | 2,749 | 697,498 | 700,247 | |||||
| Participations accounted for using the equity method |
164,016 | 479,396 | 97,867 | 152,153 | 268,132 | 3,445 | 1,165,009 | |
| Financial fixed assets | 126,533 | 87 | 47,212 | 89,373 | 44,232 | -8,157 | 299,280 | |
| Available for sale financial fixed assets | 4,895 | 1 | 47,188 | 68,115 | 31,072 | 151,271 | ||
| Receivables and warranties | 121,638 | 86 | 24 | 21,258 | 13,160 | -8,157 | 148,009 | |
| Non-current hedging instruments | 612 | 961 | 767 | 2,340 | ||||
| Amounts receivable after one year | 9,291 | 88,163 | 25,105 | 5,040 | 2,261 | 129,861 | ||
| Trade debtors | 44 | 44 | ||||||
| Finance lease receivables | 88,163 | 24,943 | 113,106 | |||||
| Other receivables | 9,247 | 162 | 5,040 | 2,261 | 16,710 | |||
| Deferred tax assets | 121,084 | 17,563 | 829 | 378 | 1,863 | 141,717 | ||
| Banks - receivables from credit institutions and clients after one year |
2,466,291 | 2,466,291 | ||||||
| ii. Current assets | 1,868,839 | 1,791,440 | 128,358 | 3,762 | 204,611 | 88,639 | -153,940 | 3,931,709 |
| Inventories | 119,221 | 16,227 | 2,017 | 137,466 | ||||
| Amounts due from customers under construction contracts |
155,015 | 15,658 | 7,291 | 177,964 | ||||
| Investments | 354 | 640,773 | 30 | 495 | 23,609 | 665,262 | ||
| Available for sale financial assets | 640,773 | 30 | 495 | 23,609 | 664,908 | |||
| Financial assets held for trading | 354 | 354 | ||||||
| Current hedging instruments | 11,160 | 990 | 12,150 | |||||
| Amounts receivable within one year | 1,092,538 | 60,541 | 72,201 | 3,697 | 143,194 | 13,075 | -153,801 | 1,231,445 |
| Trade debtors | 1,005,142 | 19,176 | 16,428 | 3,444 | -3,310 | 1,040,880 | ||
| Finance lease receivables | 41,582 | 425 | 42,007 | |||||
| Other receivables | 87,396 | 18,959 | 52,600 | 3,697 | 126,766 | 9,631 | -150,491 | 148,558 |
| Current tax receivables | 16 | 1,154 | 130 | 482 | 1,782 | |||
| Banks - receivables from credit institutions and clients within one year |
903,709 | 903,709 | ||||||
| Banks - loans and advances to banks | 59,706 | 59,706 | ||||||
| Banks - loans and receivables (excl. finance leases) | 841,457 | 841,457 | ||||||
| Banks - cash balances with central banks | 2,546 | 2,546 | ||||||
| Cash and cash equivalents | 463,754 | 180,936 | 20,784 | 64 | 50,476 | 50,994 | 767,009 | |
| Time deposits for less than three months | 26,476 | 10,881 | 31,423 | 46,412 | 115,192 | |||
| Cash | 437,278 | 180,936 | 9,904 | 64 | 19,053 | 4,581 | 651,817 | |
| Deferred charges and accrued income | 26,781 | 4,490 | 2,303 | 1 | 1,007 | 479 | -139 | 34,921 |
| III. Assets held for sale | 11,544 | 11,544 | ||||||
| TOTAL ASSETS | 4,170,466 | 5,023,662 | 1,097,887 | 155,915 | 589,679 | 151,683 | -162,097 | 11,027,195 |
*We refer to Note 2 for more details regarding the Restated financial statements 2013.
| (€ 1,000) Segment information - pro forma turnover |
Marine Engineering & Infrastructure |
Private Banking |
Real Estate, Leisure & Senior Care |
Energy & Resources |
Development Capital |
AvH & subholdings |
Eliminations between segments |
Total 2013 |
|---|---|---|---|---|---|---|---|---|
| Turnover EU member states | 1,772,419 | 433,533 | 292,740 | 104,001 | 764,962 | 4,346 | -3,230 | 3,368,770 |
| Other European countries | 86,745 | 331 | 7,783 | 15,472 | 57,117 | 167,447 | ||
| Rest of the world | 1,819,439 | 35,050 | 278,151 | 2,132,640 | ||||
| TOTAL | 3,678,602 | 433,864 | 300,523 | 154,524 | 1,100,230 | 4,346 | -3,230 | 5,668,858 |
The pro forma turnover comprises the turnover of all participations held by the AvH group, and therefore deviates from the turnover as reported in the legal IFRS consolidation drawn up on the basis of the consolidation scope reported on page 134 to 140. In this pro forma presentation, all (exclusive) control interests are incorporated in full and the other interests proportionally.
| (€ 1,000) | Segment 1 Marine Engineering & Infrastructure |
Segment 2 Private Banking |
Segment 3 Real Estate, Leisure & Senior Care |
Segment 4 Energy & Resources |
Segment 5 Development Capital |
Segment 6 AvH & subholdings |
Eliminations between segments |
Total 2013* |
|---|---|---|---|---|---|---|---|---|
| I. Total equity | 1,214,559 | 1,055,162 | 448,792 | 155,905 | 533,532 | -130,589 | 3,277,362 | |
| Shareholders' equity - group share | 750,480 | 862,213 | 214,081 | 154,793 | 400,565 | -130,593 | 2,251,539 | |
| Issued capital | 113,907 | 113,907 | ||||||
| Share capital | 2,295 | 2,295 | ||||||
| Share premium | 111,612 | 111,612 | ||||||
| Consolidated reserves | 755,878 | 855,721 | 213,732 | 164,782 | 403,678 | -253,084 | 2,140,707 | |
| Revaluation reserves | -5,398 | 6,493 | 349 | -9,989 | -3,113 | 27,276 | 15,616 | |
| Securities available for sale | 6,325 | 4,477 | 46 | 2,577 | 26,355 | 39,780 | ||
| Hedging reserves | -327 | -1,157 | -4,591 | -286 | -6,361 | |||
| Actuarial gains (losses) defined benefit pension | ||||||||
| plans | -3,674 | -62 | -180 | -587 | 921 | -3,582 | ||
| Translation differences | -1,397 | 1,386 | 463 | -9,855 | -4,817 | -14,220 | ||
| Treasury shares (-) | -18,692 | -18,692 | ||||||
| Minority interests | 464,079 | 192,949 | 234,711 | 1,112 | 132,968 | 4 | 1,025,823 | |
| ii. Non-current liabilities | 1,110,250 | 808,291 | 401,425 | 11,133 | 88,876 | -8,157 | 2,411,819 | |
| Provisions | 80,645 | 33 | 4,919 | 885 | 86,482 | |||
| Pension liabilities | 41,356 | 3,020 | 42 | 118 | 44,535 | |||
| Deferred tax liabilities | 149,075 | 1,228 | 11,540 | 658 | 769 | 163,269 | ||
| Financial debts | 724,272 | 364,116 | 8,861 | 87,990 | -8,157 | 1,177,080 | ||
| Bank loans | 489,756 | 260,465 | 87,990 | 838,211 | ||||
| Bonds | 208,621 | 95,767 | 304,387 | |||||
| Subordinated loans | 483 | 7,690 | -5,000 | 3,173 | ||||
| Finance leases | 17,881 | 5 | 8,861 | 26,746 | ||||
| Other financial debts | 7,531 | 189 | -3,157 | 4,563 | ||||
| Non-current hedging instruments | 16,427 | 3,938 | 18,568 | 38,933 | ||||
| Other amounts payable after one year | 98,476 | 5,964 | 2,283 | 687 | 107,411 | |||
| Banks - debts to credit institutions, clients & securities |
794,108 | 794,108 | ||||||
| Banks - deposits from credit institutions | 832 | 832 | ||||||
| Banks - deposits from clients | 715,368 | 715,368 | ||||||
| Banks - debt certificates including bonds | 8 | 8 | ||||||
| Banks - subordinated liabilities | 77,900 | 77,900 | ||||||
| III. Current liabilities | 1,845,657 | 3,160,208 | 247,670 | 9 | 45,014 | 193,396 | -153,940 | 5,338,014 |
| Provisions | 34,571 | 88 | 34,658 | |||||
| Pension liabilities | 208 | 208 | ||||||
| Financial debts | 340,089 | 215,656 | 1,380 | 188,584 | -149,491 | 596,218 | ||
| Bank loans | 134,407 | 77,684 | 212,091 | |||||
| Bonds | 100,000 | 100,000 | ||||||
| Finance leases | 4,006 | 7 | 1,380 | 5,393 | ||||
| Other financial debts | 101,675 | 137,965 | 188,584 | -149,491 | 278,733 | |||
| Current hedging instruments | 16,499 | 1,877 | 18,376 | |||||
| Amounts due to customers under | 180,073 | 14,109 | 194,181 | |||||
| construction contracts | ||||||||
| Other amounts payable within one year | 1,221,232 | 24,823 | 20,773 | 7 | 26,179 | 3,993 | -1,980 | 1,295,027 |
| Trade payables | 1,025,726 | 5 | 10,094 | 7 | 17,092 | 778 | -980 | 1,052,723 |
| Advances received | 1,837 | 1,837 | ||||||
| Amounts payable regarding remuneration and social security |
132,709 | 8,478 | 3,029 | 7,975 | 2,559 | 154,750 | ||
| Other amounts payable | 60,960 | 16,340 | 7,650 | 1,112 | 655 | -1,000 | 85,717 | |
| Current tax payables | 9,072 | 6,365 | 905 | 350 | 8 | 16,701 | ||
| Banks - debts to credit institutions, clients & securities |
3,123,241 | 3,123,241 | ||||||
| Banks - deposits from credit institutions | 105,488 | 105,488 | ||||||
| Banks - deposits from clients | 2,883,169 | 2,883,169 | ||||||
| Banks - debt certificates including bonds | 128,011 | 128,011 | ||||||
| Banks - subordinated liabilities | 6,573 | 6,573 | ||||||
| Accrued charges and deferred income | 44,121 | 3,694 | 10,248 | 3 | 2,996 | 811 | -2,469 | 59,403 |
| IV. Liabilities held for sale | 0 | |||||||
| TOTAL EQUITY AND LIABILITIES | 4,170,466 | 5,023,662 | 1,097,887 | 155,915 | 589,679 | 151,683 | -162,097 | 11,027,195 |
*We refer to Note 2 for more details regarding the Restated financial statements 2013.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 & 6 |
Total 2013 |
|
|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate, Leisure & Senior Care |
Energy & Resources |
AvH, subhold. & Development Capital |
Eliminations between segments |
||
| I. Cash and cash equivalents, opening balance | 18,646 | 24,607 | 26,743 | 243 | 101,546 | 171,784 | |
| Profit (loss) from operating activities | 5,098 | 44,144 | 40,450 | -5,469 | 34,708 | -156 | 118,775 |
| Reclassification 'Profit (loss) on disposal of assets' to cash flow from divestments |
-197 | -1,933 | -752 | -46,012 | -48,894 | ||
| Dividends from participations accounted for using the equity method | 183 | 20,546 | 1,661 | 24,591 | 46,980 | ||
| Other non-operating income (expenses) | 109,399 | 109,399 | |||||
| Income taxes | -1,712 | -15,255 | -2,724 | -6 | -1,288 | -20,985 | |
| Non-cash adjustments | |||||||
| Depreciation | 4,391 | 4,332 | 1,857 | 3,083 | 13,663 | ||
| Impairment losses | 284 | 1,514 | 3,543 | 5,537 | 6,081 | 16,958 | |
| Share based payment | 29 | 683 | 221 | 428 | 1,362 | ||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
-64 | -883 | -12 | -960 | |||
| (Decrease) increase of provisions | 220 | 318 | -561 | -23 | |||
| (Decrease) increase of deferred taxes | 236 | 5,361 | 1,883 | 11 | 7,491 | ||
| Other non-cash expenses (income) | -93 | 7,328 | 382 | -109,014 | -101,397 | ||
| Cash flow | 8,218 | 66,876 | 44,294 | 1,724 | 21,414 | -156 | 142,369 |
| Decrease (increase) of working capital | 208 | 264,856 | -12,334 | 2,066 | 4,113 | -37 | 258,873 |
| Decrease (increase) of inventories and construction contracts | -1,104 | 8,015 | -318 | 6,593 | |||
| Decrease (increase) of amounts receivable | -80 | -4,331 | -14,334 | 2,107 | 3,980 | -37 | -12,695 |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
-139,703 | -139,703 | |||||
| Increase (decrease) of liabilities (other than financial debts) | 1,514 | -2,441 | 149 | -38 | -506 | -1,322 | |
| Increase (decrease) of debts to credit institutions, | 411,402 | 411,402 | |||||
| clients & securities (banks) | |||||||
| Decrease (increase) other | -121 | -71 | -6,164 | -3 | 958 | -5,402 | |
| Cash flow from operating activities | 8,426 | 331,732 | 31,960 | 3,790 | 25,527 | -193 | 401,242 |
| Investments | -144,631 | -532,508 | -147,060 | -1,433 | -63,943 | 5,000 | -884,575 |
| Acquisition of intangible and tangible assets | -6,454 | -6,867 | -24,323 | -2,235 | -39,879 | ||
| Acquisition of investment property | -101,873 | -101,873 | |||||
| Acquisition of financial fixed assets | -137,990 | -1,160 | -20,864 | -1,433 | -3,818 | -165,265 | |
| New amounts receivable | -187 | -34 | -1 | -57,490 | 5,000 | -52,712 | |
| Acquisition of investments | -524,447 | -399 | -524,846 | ||||
| Divestments | 385 | 388,274 | 30,367 | 0 | 135,657 | 554,683 | |
| Disposal of intangible and tangible assets | 361 | 126 | 1,011 | 110 | 1,608 | ||
| Disposal of investment property | 28,915 | 28,915 | |||||
| Disposal of financial fixed assets | 24 | 99 | 106,944 | 107,067 | |||
| Reimbursements of amounts receivable | 28,325 | 28,325 | |||||
| Disposal of investments | 388,148 | 342 | 278 | 388,768 | |||
| Cash flow from investing activities | -144,246 | -144,234 | -116,693 | -1,433 | 71,715 | 5,000 | -329,892 |
| Financial operations | |||||||
| Interest received | 143 | 25 | 2,404 | 13 | 1,148 | -68 | 3,665 |
| Interest paid | -854 | -10,139 | -1,197 | 224 | -11,966 | ||
| Other financial income (costs) | 96 | -5,684 | -4 | -2,958 | -8,551 | ||
| Decrease (increase) of treasury shares | -3,048 | -3,048 | |||||
| (Decrease) increase of financial debts | -2,372 | 50,064 | 88,915 | -4,963 | 131,644 | ||
| Distribution of profits | -55,349 | -55,349 | |||||
| Dividends paid to minority interests | -1,174 | -31,193 | -12,491 | -3,800 | 25,367 | -23,290 | |
| Cash flow from financial activities | -4,161 | -31,168 | 24,155 | -3,791 | 52,879 | -4,807 | 33,106 |
| II. Net increase (decrease) in cash and cash equivalents | -139,981 | 156,330 | -60,578 | -1,435 | 150,120 | 104,456 | |
| Transfer between segments | 137,990 | 10,942 | 1,264 | -150,196 | 0 | ||
| Change in consolidation scope or method | 447,099 | 1,235 | 448,334 | ||||
| Capital increase Leasinvest Real Estate (minorities) | 41,976 | 41,976 | |||||
| Impact of exchange rate changes on cash and cash equivalents | 467 | -8 | 459 | ||||
| III. Cash and cash equivalents - ending balance | 463,754 | 180,936 | 20,784 | 64 | 101,470 | 767,009 |
| (€ 1,000) | Development costs |
Concessions, patents & licences |
Goodwill | Software | Other intangible assets |
Total |
|---|---|---|---|---|---|---|
| Movements in intangible assets - financial year 2013 | ||||||
| Intangible assets, opening balance | 1,003 | 23 | 5,057 | 7,134 | 10 | 13,227 |
| Gross amount | 1,133 | 182 | 7,711 | 11,492 | 256 | 20,775 |
| Accumulated depreciation (-) | -130 | -160 | -2,654 | -4,358 | -246 | -7,548 |
| Investments | 3,204 | 628 | 3,832 | |||
| Additions through business combinations | 99 | 8,542 | 4,200 | 5,528 | 92,591 | 110,959 |
| Depreciations (-) | -65 | -9 | -1,968 | -19 | -2,061 | |
| Foreign currency exchange increase (decrease) | 8 | 8 | ||||
| Transfer from (to) other items | -768 | 768 | 0 | |||
| Intangible assets, ending balance | 1,045 | 8,555 | 8,489 | 13,898 | 93,978 | 125,964 |
| Gross amount | 1,444 | 15,789 | 10,940 | 24,675 | 95,965 | 148,813 |
| Accumulated depreciation (-) | -399 | -7,235 | -2,451 | -10,777 | -1,987 | -22,849 |
| Movements in intangible assets - financial year 2014 | ||||||
| Intangible assets, opening balance | 1,045 | 8,555 | 8,489 | 13,898 | 93,978 | 125,964 |
| Gross amount | 1,444 | 15,789 | 10,940 | 24,675 | 95,965 | 148,813 |
| Accumulated depreciation (-) | -399 | -7,235 | -2,451 | -10,777 | -1,987 | -22,849 |
| Investments | 813 | 2,693 | 10 | 3,516 | ||
| Additions through business combinations | 1,731 | 592 | 2,323 | |||
| Disposals (-) | -3 | -3 | ||||
| Depreciations (-) | -129 | -4,685 | -3,704 | -4,508 | -13,027 | |
| Foreign currency exchange increase (decrease) | 189 | -2 | 82 | 270 | ||
| Transfer from (to) other items | 51 | 628 | -3 | -628 | 49 | |
| Intangible assets, ending balance | 2,698 | 4,872 | 9,708 | 12,879 | 88,934 | 119,091 |
| Gross amount | 3,230 | 17,132 | 12,159 | 25,815 | 94,414 | 152,751 |
| Accumulated depreciation (-) | -533 | -12,261 | -2,451 | -12,936 | -5,480 | -33,661 |
The intangible assets consist mainly of development costs and concessions at DEME, authorizations and operating licenses held by Anima Care, and investments in IT which for the most part comprises the new IT platform at Bank J.Van Breda & C°. An amount of 92.5 million euros of the goodwill arising from the acquisition of control over DEME at the end of 2013 was allocated to Trade names, Databases and the Order book, all contained in the item Other intangible assets (for more details, see Note 5 'Business Combinations').
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| Movements in goodwill | ||
| Goodwill, opening balance | 322,054 | 142,239 |
| Gross amount - fully consolidated participations | 330,859 | 145,622 |
| Accumulated impairment losses - fully consolidated participations (-) | -8,805 | -3,383 |
| Additions through business combinations * | 634 | 179,549 |
| Impairments through profit and loss (-) | -3,377 | |
| Other increase (decrease) | 47 | 267 |
| Goodwill, ending balance | 319,358 | 322,054 |
| Gross amount - fully consolidated participations | 331,436 | 330,859 |
| Accumulated impairment losses - fully consolidated participations (-) | -12,078 | -8,805 |
*See Note 5 on Business Combinations where the impact of the acquisition of control over CFE (and therefore also over DEME) is described in detail.
In the course of 2014, AvH allocated the provisional goodwill of 252 million euros that was recognized upon the acquisition of control over DEME as much as possible to identifiable assets (and liabilities) of DEME, which led to a shift from goodwill to intangible and tangible assets, without changing the original figure of 252 million euros. The impact of this allocation is described in Note 5 'Business Combinations'.
The goodwill which was paid at the time by Bank J.Van Breda & C° upon the acquisition of an inland shipping credit portfolio reflected the expectation of making proposals for asset accumulation to that category of loan clients as well. Since this cross-selling failed to meet expectations, the goodwill of 2.9 million euros was entirely written off in 2014. At CFE, the goodwill on Ariadne of 0.4 million euros was written down.
Furthermore, the goodwill is mainly attributable to Finaxis and to the subsidiaries held by Van Laere and Anima Care. This does not include the goodwill (clients) of 237.5 million euros in the consolidated balance sheet of Delen Investments, as Delen Investments is recognized according to the equity method. This goodwill mainly results from the acquisition of Capital & Finance in 2007 and JM Finn & Co in 2011.
AvH subjects the goodwill on its balance sheet to an impairment test in case of impairment indications and at least annually. This means the goodwill that is reported as such in the consolidated balance sheet under the item 'Goodwill', as well as the goodwill that is contained in the item 'Participations accounted for using the equity method' on the assets side. Each group company of AvH is treated as a distinct cash generating unit (CGU). As part of the impairment test, a fair value is determined for each CGU on the basis of publicly available market valuations (broker reports / market price of listed companies). If after this first step on the basis of a fair value approach it turns out that additional justification is required, a value in use will also be determined from the perspective of AvH based on a discounted cash flow (DCF) model or market multiples. If, after this second step, still no adequate justification can be given for the goodwill in the balance sheet, an 'impairment' will be recognized.
| (€ 1,000) | Land and buildings |
Plant, machinery and equipment |
Furniture and vehicles |
Other tangible assets |
Assets under construction & advance payments |
Operating lease as lessor (IAS 17) |
Total 2013 |
|---|---|---|---|---|---|---|---|
| i. Movements in tangible assets - financial year 2013 | |||||||
| Tangible assets, opening balance | 96,287 | 17,836 | 8,343 | 2,000 | 5,514 | 5,436 | 135,416 |
| Gross amount | 123,460 | 174,480 | 24,670 | 4,016 | 5,514 | 10,650 | 342,789 |
| Accumulated depreciation (-) | -27,061 | -156,644 | -16,327 | -2,016 | 0 | -5,214 | -207,262 |
| Accumulated impairments (-) | -112 | -112 | |||||
| Investments | 9,745 | 5,358 | 3,338 | 1,389 | 16,664 | 36,494 | |
| Additions through business combinations | 86,927 | 1,476,637 | 14,533 | 158 | 1,144 | 1,579,398 | |
| Disposals (-) | -543 | -140 | -144 | -173 | -999 | ||
| Depreciations (-) | -4,744 | -3,327 | -3,009 | -477 | -43 | -11,601 | |
| Impairments (-) | -1,257 | -1,257 | |||||
| Foreign currency exchange increase (decrease) | 0 | ||||||
| Transfer from (to) other items | 2,286 | 968 | -4,653 | -5,001 | -6,401 | ||
| Other increase (decrease) | 152 | -1 | -14 | 54 | -63 | 130 | |
| Tangible assets, ending balance | 188,853 | 1,497,330 | 23,048 | 2,950 | 18,606 | 392 | 1,731,180 |
| Gross amount | 281,689 | 2,916,769 | 94,382 | 17,884 | 18,606 | 1,381 | 3,330,711 |
| Accumulated depreciation (-) | -92,820 | -1,419,439 | -71,334 | -14,934 | -989 | -1,599,517 | |
| Accumulated impairments (-) | -15 | -15 | |||||
| II. Other information | |||||||
| Finance leases | |||||||
| Net carrying amount of tangible assets under finance lease | 19,336 | 18,320 | 2,677 | 40,333 | |||
| Tangible assets acquired under finance lease | 224 | 224 |
| (€ 1,000) | Land and buildings |
Plant, machinery and equipment |
Furniture and vehicles |
Other tangible assets |
Assets under construction & advance payments |
Operating lease as lessor (IAS 17) |
Total 2014 |
|---|---|---|---|---|---|---|---|
| I. Movements in tangible assets - financial year 2014 | |||||||
| Tangible assets, opening balance | 188,853 | 1,497,330 | 23,048 | 2,950 | 18,606 | 392 | 1,731,180 |
| Gross amount | 281,689 | 2,916,769 | 94,382 | 17,884 | 18,606 | 1,381 | 3,330,711 |
| Accumulated depreciation (-) | -92,820 | -1,419,439 | -71,334 | -14,934 | -989 | -1,599,517 | |
| Accumulated impairments (-) | -15 | -15 | |||||
| Investments | 31,643 | 164,224 | 8,396 | 2,191 | 11,628 | 218,081 | |
| Additions through business combinations | 520 | 242 | 36 | 799 | |||
| Disposals (-) | -1,753 | -1,771 | -1,474 | -301 | -1,229 | -6,528 | |
| Depreciations (-) | -12,369 | -225,042 | -8,973 | -842 | -43 | -247,269 | |
| Impairments (-) | -9 | -9 | |||||
| Foreign currency exchange increase (decrease) | 93 | 2,466 | 49 | -2 | 2,606 | ||
| Transfer from (to) other items | 11,719 | -808 | -1,625 | 485 | -12,971 | -3,200 | |
| Other increase (decrease) | 4 | -4 | 0 | ||||
| Tangible assets, ending balance | 218,698 | 1,436,646 | 19,453 | 4,484 | 16,031 | 349 | 1,695,661 |
| Gross amount | 310,404 | 2,972,424 | 87,799 | 21,112 | 16,031 | 1,381 | 3,409,152 |
| Accumulated depreciation (-) | -91,683 | -1,535,778 | -68,347 | -16,628 | -1,032 | -1,713,468 | |
| Accumulated impairments (-) | -24 | -24 | |||||
| II. Other information | |||||||
| Finance leases | |||||||
| Net carrying amount of tangible assets under finance lease | 25,919 | 61,361 | 1,519 | 88,799 | |||
| Tangible assets acquired under finance lease | 8,190 | 46,755 | 410 | 55,355 |
The dredging and environment activities of DEME, the construction-related assets of CFE and Van Laere, and the pipelines of NMP account for 90% of the total tangible assets. The balance consists of the further expansion of Anima Care's residential care centres and Bank J.Van Breda & C°'s branch office network, as well as the various head offices within the group.
DEME's new investments (163 million euros) and Anima Care's new construction projects in Zemst, Haut-Ittre and Kasterlee constitute the main investments. The main investment through finance lease is the 'Victor Horta' at DEME. Since the lease contract for this vessel was renegotiated in 2014, it no longer qualifies as an operating lease.
CFE's announcement of the disposal of the road-building operations of Aannemingen Van Wellen gave rise to a reclassification of the tangible assets to the item 'Assets held for sale'. The building which Anima Care acquired through the Home du Parc business combination was transferred to this item too.
| (€ 1,000) | Leased buildings |
Operating lease as lessor - IAS 40 |
Development projects |
Assets held for sale |
Total |
|---|---|---|---|---|---|
| i. Movement in investment property at fair value - financial year 2013 | |||||
| Investment property, opening balance | 563,212 | 1,650 | 19,620 | 21,701 | 606,182 |
| Gross amount | 563,212 | 1,650 | 19,620 | 21,701 | 606,182 |
| Investments | 100,373 | 1,489 | 10 | 101,873 | |
| Additions through business combinations Disposals (-) |
25,500 | -1,650 | -27,008 | 25,500 -28,658 |
|
| Gains (losses) from fair value adjustments | 965 | -429 | 347 | 883 | |
| Transfer from (to) other items | -10,067 | 16,468 | 6,401 | ||
| Other increase (decrease) | -417 | 27 | -389 | ||
| Investment property, ending balance | 679,567 | 0 | 20,680 | 11,544 | 711,791 |
| Gross amount | 679,567 | 0 | 20,680 | 11,544 | 711,791 |
| i. Movement in investment property at fair value - financial year 2014 | |||||
| Investment property, opening balance | 679,567 | 0 | 20,680 | 11,544 | 711,791 |
| Gross amount | 679,567 | 0 | 20,680 | 11,544 | 711,791 |
| Investments | 39,247 | 3,513 | 1,222 | 43,983 | |
| Additions through business combinations | |||||
| Disposals (-) | -11,388 | -11,388 | |||
| Gains (losses) from fair value adjustments | -4,115 | 9,667 | -1,550 | 4,001 | |
| Transfer from (to) other items | -17,807 | 18,318 | 511 | ||
| Other increase (decrease) | -591 | -10 | -601 | ||
| Investment property, ending balance | 696,301 | 0 | 33,860 | 18,137 | 748,298 |
| Gross amount | 696,301 | 0 | 33,860 | 18,137 | 748,298 |
| (€ 1,000) | Leased buildings and Assets held for sale |
Operating lease as lessor - IAS 40 |
Development projects |
Total | |
| ii. Other information | |||||
| Rental income and operating expenses 2013 | |||||
| Rental income of investment property | 45,184 | 223 | 45,407 | ||
| Direct operating expenses (incl. repair & maintenance) of leased buildings | -2,485 | -2,485 | |||
| Direct operating expenses (incl. repair & maintenance) of non leased buildings | -334 | -334 | |||
| Rental income and operating expenses 2014 | |||||
| Rental income of investment property | 49,918 | 49,918 | |||
| Direct operating expenses (incl. repair & maintenance) of leased buildings | -2,575 | -2,575 | |||
| Direct operating expenses (incl. repair & maintenance) of non leased buildings | -547 | -547 | |||
| Acquisition obligations | |||||
| Contractual obligations for the acquisition of investment property 2013 | 0 | ||||
| Contractual obligations for the acquisition of investment property 2014 | 0 | ||||
| (€ 1,000) | Total 2013 |
Total 2014 |
|||
| Breakdown of real estate revenue in the income statement | |||||
| Sale of land parcels | 9,350 | 1,860 | |||
| Rental income | 45,184 | 49,918 | |||
| Other real estate services (a.o. real estate promotion revenues) | 494 | 52,382 | |||
| 55,028 | 104,160 | ||||
| Key figures - buildings in portfolio (excluding development projects) | |||||
| Contractual rents | 51,453 | 51,944 | |||
| Rental yield (%) | 7.44% | 7.27% | |||
| Occupancy rate (%) | 96.87% | 95.86% |
Average duration of the leases till first break (# years) 5.2 5.0
'Acquisition of investment property' in 2014 is largely attributable to Leasinvest Real Estate which, among other things, purchased three retail properties in Switzerland and invested in the redevelopment of the Royal 20 site in the Grand Duchy of Luxembourg. In 2014, Leasinvest Real Estate sold its property at Louizalaan 66 in Brussels and a building in Meer. Anima Care succeeded in 2014 in disposing of the building in Haut-Ittre with a modest capital gain, and has put the building it acquired through the Home du Parc business combination up for sale.
The item 'Assets held for sale' consists mainly of phase 2 of the logistic property Canal Logistics.
The investment properties are valued at fair value, whereby changes in value are recorded in the income statement.
The fair value of leased buildings is determined at least annually, based on valuation reports. See the annual report of Leasinvest Real Estate for more information on this subject.
Operating leasings whose purchase option takes into account the market value are qualified as investment properties. In other cases, these contracts are considered to be operating leases in accordance with IAS 17.
| (€ 1,000) | 2014 | 2013 | ||
|---|---|---|---|---|
| Participations accounted for using the equity method | ||||
| Marine Engineering & Infrastructure | 171,350 | 164,016 | ||
| Private Banking | 534,353 | 479,396 | ||
| Real Estate, Leisure & Senior Care | 97,887 | 97,867 | ||
| Energy & Resources | 183,030 | 152,153 | ||
| Development Capital | 208,497 | 268,132 | ||
| AvH & subholdings | 4,025 | 3,445 | ||
| Total | 1,199,141 | 1,165,009 | ||
| Movements in participations accounted for using the equity method | Equity value | Goodwill allocated to the equity value |
Total 2014 |
|
| Participations accounted for using the equity method: opening balance | 1,052,588 | 112,421 | 1,165,009 | |
| Additions | 8,513 | 8,513 | ||
| Additions through business combinations | 0 | |||
| Disposals (-) | -57,404 | -798 | -58,202 | |
| Share of profit (loss) from equity accounted investments | 130,083 | -1,784 | 128,299 | |
| Impairments through profit and loss (-) | -6,909 | -16,002 | -22,912 | |
| Foreign currency exchange increase (decrease) | 11,279 | 11,279 | ||
| Impact of dividends distributed by the participations (-) | -38,983 | -38,983 | ||
| Transfers (to) from other items | -111 | -2,582 | -2,694 | |
| Other increase (decrease) | 8,945 | -114 | 8,831 |
AvH applies the equity method to the jointly controlled subsidiaries Delen Investments (78.75%), ASCO-BDM (50%), Holding Groupe Duval (50%), Groupe Financière Duval (41.1%), Sipef (26.8%), Telemond Group (50%), Oriental Quarries & Mines (50%), the jointly controlled subsidiaries of Sofinim (Amsteldijk Beheer (37%), Distriplus (37%), Hertel (35.5%) Manuchar (22.2%), Turbo's Hoet Groep (37%)) and the GIB group (50%: Groupe Flo (23.6%) and Trasys Group (41.9%)).
This balance sheet item also comprises the directly held interests in Promofi (15%), Sagar Cements (18.6%) and the associated companies of Sofinim (Atenor (8.0%), Axe Investments (35.8%), Corelio (16.3%), Financière EMG (16.7%) and MediaCore (37%)). The interest in NMC (22.5%) was sold in 2014.
The share in the profit of the directly held equity-accounted companies was strongly influenced by the contributions from Delen Investments (80.8 million euros) and Sipef (11.4 million euros). Those group companies also paid out the highest dividends in 2014 (See Segment information on page 144 for a split by segment). In the Development Capital segment, the results of Groupe Flo and Euro Media Group in France were adversely affected, which led to impairments to the amount of 22.9 million euros (20.3 million euros group share) in order to bring the valuations in line with the estimated fair value based on the respective business plans.
Several of the group companies mentioned above are listed on the stock market. If the interests in Sipef, Sagar Cements, Atenor and Groupe Flo were to be valued at the market price at year-end 2014, those companies would represent stock market values of 114.3 million euros, 13.4 million euros, 23.7 million euros and 23.7 million euros respectively.
The difficult market conditions encountered by Max Green (18.9%) (decreasing electricity prices and changes in the regulatory framework) had already obliged AvH in 2013 to reduce the carrying value of Max Green to zero. Consequently, the additional losses in 2014 had no more impact on AvH's results in 2014.
The full consolidation of CFE, DEME, Rent-A-Port and Rent-A-Port Energy gave rise to the recognition of their jointly controlled subsidiaries and associated companies for a total amount of 169.7 million euros and a profit contribution of 22.7 million euros. DEME's main interests are in HGO (50%) and C-Power (11.7%).
The real estate and PPP projects set up together with partners represent the main participating interests of CFE under this balance sheet item. CFE's interests in the companies Coentunnel BV (23%, Coen tunnel concession) and Locorail (25%, Liefkenshoek tunnel concession) show a negative equity due to market value fluctuations of the interest rate hedging instruments. As CFE has no obligation to give financial support to those project companies, the carrying value was limited to zero.
The companies involved in the Tour&Taxis (50%; 100% as from 2015) and Grossfeld PAP (Cloche d'Or, 50%) projects as well as the real estate project in Slovakia are the main participating interests held by the fully consolidated subsidiary Extensa.
Various smaller investments and capital increases were carried out by DEME, CFE, Rent-A-Port, Van Laere and Extensa, while the sale by Extensa of the company owning the building for the Brussels Department of Environment on the Tour&Taxis site and the sale by CFE of the company Turnhout Parking constitute the main divestments.
| 1. Financial assets and liabilities per category | |||||||
|---|---|---|---|---|---|---|---|
| -------------------------------------------------- | -- | -- | -- | -- | -- | -- | -- |
| (€ 1,000) | Fair value | Book value | |||
|---|---|---|---|---|---|
| Financial assets | 2014 | 2013 | 2014 | 2013 | |
| Financial assets held for trading | |||||
| Financial assets of the trading portfolio | 14 | 354 | 14 | 354 | |
| Available for sale financial assets | |||||
| Non-current financial assets available for sale | 148,847 | 151,271 | 148,847 | 151,271 | |
| Investments available for sale | 634,713 | 664,908 | 634,713 | 664,908 | |
| Receivables and cash | |||||
| Receivables and warranties | 135,498 | 148,009 | 135,498 | 148,009 | |
| Finance lease receivables | 164,582 | 165,233 | 154,348 | 155,113 | |
| Other receivables | 202,934 | 165,268 | 202,934 | 165,268 | |
| Trade debtors | 1,044,280 | 1,040,924 | 1,044,280 | 1,040,924 | |
| Time deposits for less than three months | 139,160 | 115,192 | 139,160 | 115,192 | |
| Cash | 783,066 | 651,817 | 783,066 | 651,817 | |
| Banks - receivables from credit institutions & clients | 3,920,479 | 3,669,340 | 3,569,868 | 3,370,000 | |
| Hedging instruments | 8,700 | 14,490 | 8,700 | 14,490 |
| (€ 1,000) | Fair value | Book value | |||
|---|---|---|---|---|---|
| Financial liabilities | 2014 | 2013 | 2014 | 2013 | |
| Financial liabilities valued at amortised cost | |||||
| Financial debts | |||||
| Bank loans | 1,017,812 | 1,053,170 | 994,596 | 1,050,302 | |
| Bonds | 419,918 | 409,999 | 404,110 | 404,387 | |
| Surbordinated loans | 3,448 | 3,190 | 3,287 | 3,173 | |
| Finance leases | 89,517 | 32,139 | 79,593 | 32,139 | |
| Other financial debts | 201,299 | 283,296 | 201,299 | 283,296 | |
| Other debts | |||||
| Trade payables | 1,181,419 | 1,052,723 | 1,181,419 | 1,052,723 | |
| Advances received | 1,617 | 1,837 | 1,617 | 1,837 | |
| Amounts payable regarding remuneration and social security | 139,022 | 154,750 | 139,022 | 154,750 | |
| Other amounts payable | 203,812 | 193,128 | 203,812 | 193,128 | |
| Banks - debts to credit institutions, clients & securities | 4,035,255 | 3,972,256 | 3,966,533 | 3,917,349 | |
| Hedging instruments | 90,877 | 57,309 | 90,877 | 57,309 |
| (€ 1,000) | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Financial assets | Level 1 | Level 2 | Interest accrual |
Level 1 | Level 2 | Interest accrual |
| Financial assets held for trading | ||||||
| Financial assets of the trading portfolio | 14 | 354 | ||||
| Available for sale financial assets | ||||||
| Non-current financial assets available for sale | 51,799 | 97,049 | 41,056 | 110,215 | ||
| Investments available for sale | 622,391 | 3,970 | 8,352 | 646,862 | 8,639 | 9,407 |
| Receivables and cash | ||||||
| Finance lease receivables | 164,582 | 165,233 | ||||
| Banks - receivables from credit institutions & clients | 3,920,479 | 3,669,340 | ||||
| Hedging instruments | 8,629 | 71 | 14,407 | 83 | ||
| Financial liabilities | ||||||
| Financial debts | ||||||
| Bank loans | 1,017,812 | 1,053,170 | ||||
| Bonds | 398,353 | 21,566 | 390,133 | 19,866 | ||
| Surbordinated loans | 3,448 | 3,190 | ||||
| Finance leases | 89,517 | 32,139 | ||||
| Banks - debts to credit institutions, clients & securities | 4,035,255 | 3,972,256 | ||||
| Hedging instruments | 90,540 | 337 | 56,452 | 857 |
The fair value of the securities in the investment portfolio is determined by means of the public market price (level 1). This also applies to the retail bonds issued by DEME, CFE and Leasinvest Real Estate. In determining the receivables (and debts) to credit institutions & clients at Bank J.Van Breda & C° the following assumptions are made: the margin used is that at the time of the bank's last transactions in the market in question; a percentage of early repayments is taken into account but a percentage of loan losses is not taken into account. For hedging instruments, this is the current value of future cash flows while taking into account of the applicable swap rate and volatility (level 2).
| Realised gains (losses) |
Interest income (expense) |
Realised gains (losses) |
Interest income (expense) |
|
|---|---|---|---|---|
| (€ 1,000) | 2014 | 2013 | ||
| Financial assets held for trading | ||||
| Available for sale financial assets | 26,182 | 8,555 | 2,063 | 9,636 |
| Receivables and cash | 24,546 | 15,463 | ||
| Hedging instruments | 1,205 | 1,590 | ||
| Banks - receivables from credit institutions & clients | 113,037 | 114,732 | ||
| Financial assets held for sale | 45,953 | |||
| Financial liabilities valued at amortised cost | -44,179 | -11,966 | ||
| Hedging instruments | -5,035 | -10,237 | ||
| Banks - debts to credit institutions, clients & securities | -43,426 | -47,714 | ||
Both CFE and DEME have set up procedures to limit the risk of their trade receivables. A large part of the consolidated turnover is realized through public or semi-public sector customers. The level of counterparty risk is limited by the large number of customers. To limit the credit risk, both participations constantly monitor their outstanding trade receivables and adjust their positions if necessary. For the purposes of major foreign contracts, for instance, DEME regularly uses the services of the Credendo Group (former national delcredere office) insofar as the country concerned qualifies for this service and the risk can be covered by credit insurance. For large-scale contracts, DEME is dependent on the ability of customers to obtain financing and can, if necessary, organize its own project financing. Although the credit risk cannot be ruled out altogether, it is still limited. Moreover, as a worldwide player, DEME is exposed to political risks and negative developments that may manifest themselves at the macroeconomic level. It should also be pointed out that CFE's order book for Africa has diminished due to a greater selectivity in the acceptance of projects and the sale of the Toukra II project to the local partner. CFE wants to limit its exposure on Chad as long as there has been no significant reduction in the outstanding claims against that government. The recovery of those outstanding receivables will be a major challenge for 2015.
Rent-A-Port has a limited number of customers and counterparties due to the very nature of the activities in which the group operates. As a result, it is exposed to a higher credit (concentration) risk. The group is able to adequately curtail this risk by providing sufficient contractual safeguards and by building and maintaining strong relations with its customers. Since Rent-A-Port has operations in countries such as Oman, Qatar, Vietnam and Nigeria, it is also exposed to political risks. Here, too, local relations and a strong local network are the main risk management factors.
The turnover of Van Laere and its subsidiaries consists of 50% public contracts and 50% private contracts (B2B). The public contracts do not involve a credit risk. In the case of private contracts, a financial analysis is performed of the prospective customer during the tendering stage (where appropriate with inspection of the loan agreement, request for parent company guarantee, three-party agreement with lender and building owner, etc.). The income of the car park firm Alfa Park is largely cash income.
The credit risk of NMP is hedged by the conclusion of long term contracts whereby the pipeline network is made available to third parties for transport of their products. As all clients of NMP are large national and international corporations, the risk for discontinuing income is estimated to be rather low.
For the credit risk regarding the lease portfolio of Bank J.Van Breda & C° we refer to the credit risk policy as described in note 13.
Leasinvest Real Estate aims at a good spread both in terms of the number of tenants and the sectors in which these tenants are active in order to limit the number of bad debts and bankruptcies by tenants. In addition, the company looks for creditworthy tenants and the signing of long-term lease agreements to ensure the recurrent rental income flow and increase the duration of the lease agreements.
Extensa Group is a company active, directly or indirectly (through participations) in real estate investments and development projects. Prior to the signing of a new development project, an extensive analysis of the related technical, legal and financial risks is made.
Anima Care has a limited credit risk. Most residents pay by direct debit. Rents are billed in advance and debtors are closely monitored.
Egemin manages its debtor risk in accordance with the relevant policy, procedures and checks that have been set out by the group. Outstanding receivables are periodically monitored, and large-scale projects are generally covered by bank or other similar guarantees.
The Development Capital segment and AvH & subholdings invest for the long term in a limited number of companies with international growth potential. The diversified character of these investments contributes to a balanced spread of the economic and financial risks. Furthermore, AvH usually finances these investments with shareholders' equity.
| Not expired |
Expired < 30 d |
Expired < 60 d |
Expired < 120 d |
Expired > 120 d |
||
|---|---|---|---|---|---|---|
| (€ 1,000) | Total | |||||
| Aging balance 2013 | ||||||
| Financial assets held for trading | 354 | 354 | ||||
| Available for sale financial assets | 816,179 | 816,179 | ||||
| Receivables | 1,509,314 | 1,161,196 | 104,387 | 82,258 | 57,887 | 103,586 |
| Aging balance 2014 | ||||||
| Financial assets held for trading | 14 | 14 | ||||
| Available for sale financial assets | 783,561 | 783,561 | ||||
| Receivables | 1,537,059 | 1,047,998 | 146,946 | 701 | 77,972 | 263,441 |
The expired receivables mainly relate to the contracting business of CFE, DEME and Van Laere and the lease portfolio of Bank J.Van Breda & C°. Overdue receivables for the most part relate to settlements and additional charges that are acknowledged by the customers, but have yet to be included in the budgets or are covered by an overall agreement. Van Laere has a lawsuit pending in connection with the Président project in Luxembourg. No provisions were made for this. CFE and DEME have several negotiations and/or lawsuits pending too.
Expected losses on construction contracts are adequately foreseen through impairments on construction contracts, recorded in the balance sheet item 'Construction contracts' (Note 14).
| (€ 1,000) | Financial assets held for trading |
Financial assets available for sale |
Receivables |
|---|---|---|---|
| Financial year 2013 | |||
| Accumulated impairments - opening balance | 0 | -63,969 | -5,156 |
| Changes in consolidation scope | -1,526 | -27,775 | |
| Impairments recorded during the financial year | -306 | -3,671 | |
| Impairments reversed during the financial year | 475 | ||
| Impairments cancelled owing to sales and disposals during the financial year | 206 | 408 | |
| Transfers from(to) other items | -9,300 | ||
| Accumulated impairments - ending balance | 0 | -74,895 | -35,719 |
| Financial year 2014 | |||
| Accumulated impairments - opening balance | 0 | -74,895 | -35,719 |
| Impairments recorded during the financial year | -553 | -13,861 | |
| Impairments reversed during the financial year | 342 | 1,998 | |
| Impairments cancelled owing to sales and disposals during the financial year | 3,515 | 613 | |
| Foreign exchange impact | 65 | ||
| Transfers from(to) other items | 2,620 | ||
| Accumulated impairments - ending balance | 0 | -71,590 | -44,284 |
The 'Available for sale financial assets' include accumulated impairments to a total amount of 71.6 million euros. Those are attributable to the AvH & subholdings segment, primarily the impairment recognized in 2008 on Ageas (former Fortis) shares (44.3 million euros), and to the Development Capital segment with a number of old investments that were written down in the past.
The impairments on receivables are largely due to the full consolidation of DEME, CFE and Rent-A-Port, and also relate to the lease portfolio of Bank J.Van Breda & C°. These items also include the impairments which Extensa has recognized over the years on its Romanian operations.
Given the international character of its business operations and the consequent execution of contracts in foreign currency, DEME hedges its currency risks by using financial hedges and futures contracts. In the case of CFE, most operations take place within the eurozone; nevertheless, exposure to foreign currency fluctuations is limited as much as possible.
Although Rent-A-Port is primarily active in countries outside the eurozone, it is mainly exposed to the USD as most business contracts are concluded in USD. This is also the case in Vietnam, where sales are realized in USD.
As Extensa Group is present in Turkey and Romania, the local activities are subject to exchange rate fluctuations, in particular to the USD in Turkey and the RON in Romania. In Turkey, Extensa has a USD exposure on project margins from the sale of real estate. This USD exposure is currently not hedged as Extensa most likely will reinvest the USD cash proceeds in other USD development opportunities. At any rate, the evolution of the USD remains favourable for the group.
Leasinvest Real Estate's activities and investments in Switzerland expose it to an exchange rate risk, more particularly the volatility of the Swiss franc against the euro. This translates into a potential decrease in the asset value of the acquired assets, as well as a variability of the net cash flows. In order to mitigate this risk, the variability of the fair value of the asset is hedged, while the variability of the net cash flows is mitigated by natural hedging.
The exchange rate risk of Bank J.Van Breda & C° is limited, as the bank only operates in Belgium and the nature of its clients is such that it does not hold any significant own currency position.
Egemin, with its worldwide operations, has a (limited) exchange rate exposure to the US dollar, Pound sterling, Swiss franc, Yuan and Hong Kong dollar, and hedges its currency risk by using the same currency as much as possible for the income and expenses of the group company in question (natural hedging). If necessary, a currency swap is concluded with approved and reputable counterparties.
The strategy of AvH to look towards emerging markets resulted in 2 investments in Indian rupees (18.6% participation in Sagar Cements, 50% in Oriental Quarries & Mines). This risk is not hedged as it concerns long term investments.
The remaining fully consolidated participations are not subject to significant exchange rate risks since they mainly operate in the eurozone.
Various non-fully consolidated participations such as Delen Investments and Sipef, as well as Hertel, Manuchar, Telemond Group, Turbo's Hoet Groep and others, operate to a significant extent outside the eurozone. The exchange rate risk in each of these cases is followed up and controlled at the level of the participation itself.
The exchange rate risk at Delen Investments is limited to the foreign currency subsidiaries (Delen Suisse & JM Finn & Co). The net exposure to the British Pound is currently limited as the impact of any exchange rate fluctuation on the JM Finn & Co equity is neutralized by an opposite impact on the liquidity obligation on the remaining 26% in JM Finn & Co. At Sipef the majority of the costs are incurred abroad, in Indonesia and Papua New Guinea, whereas sales are realised in USD. This is a structural risk that is not hedged by the company and is therefore considered as a general business risk. Transactional risks are generally limited by short payment terms, and translation differences are limited by making the functional currency and reporting currency the same as much as possible. Hertel considers exchange rate risk as a market risk that is managed like other market risks, with the risk being reduced to an acceptable level. Manuchar is exposed to exchange rate risk between the USD and local currencies of the countries in which the distribution activities take place. To hedge these risks, the positions are monitored and, if necessary, macro hedges are set up. At Telemond Group, production takes place in Poland while the sales are realised in the eurozone. The exchange rate risk that is run by this is not hedged and is considered as a general business risk. Turbo's Hoet Groep, finally has developed a significant level of activity in Eastern Europe, more specifically in Romania, Russia and Belarus. Turbo's Hoet Groep realizes its turnover in those markets on the basis of local currency. Although Turbo's Hoet Groep tries to pass on any depreciations in those local currencies to the final customer, market conditions do not always allow it. Turbo's Hoet Groep has converted most of its intra-group financing of its Russian activities into long-term financing.
The exchange rates below have been used to convert the balance sheets and results of the foreign entities into euro:
| Closing rate | Average rate | |
|---|---|---|
| Australian Dollar | 1.483 | 1.473 |
| British Pound | 0.777 | 0.804 |
| CFA Franc | 655.957 | 655.957 |
| Hungarian Forint | 315.588 | 308.690 |
| Indian Rupee | 76.336 | 80.645 |
| Moroccan Dirham | 10.981 | 11.165 |
| Nigerian Naira | 221.448 | 219.138 |
| Polish Zloty | 4.283 | 4.186 |
| Qatari Rial | 4.407 | 4.837 |
| Romanian Leu | 4.483 | 4.443 |
| Russian Ruble | 71.43 | 50.51 |
| Singapore Dollar | 1.600 | 1.682 |
| Tunesian Dinar | 2.257 | 2.253 |
| Turkish Lira | 2.820 | 2.904 |
| US Dollar | 1.210 | 1.328 |
| 1 euro = x foreign currency |
| (€ 1,000) Available for sale financial assets - financial year 2013 |
Financial fixed assets |
Investments |
|---|---|---|
| Available for sale financial assets: opening balance at fair value | 63,594 | 537,971 |
| Available for sale financial assets - carrying amount | 44,364 | 507,361 |
| Available for sale financial assets - adjustment to fair value | 19,230 | 21,629 |
| Available for sale financial assets - accrued interest | 8,980 | |
| Additions | 8,087 | 524,727 |
| Additions through business combinations | 4,729 | |
| Actuarial return | -7,312 | |
| Disposals (-) | -1,294 | -388,701 |
| Increase (decrease) through changes in fair value | 8,362 | -1,889 |
| Impairment losses recognized in the income statement (-) | -293 | -13 |
| Foreign currency exchange increase (decrease) | -315 | |
| Transfer from (to) other items | 68,087 | |
| Other increase (decrease) | 440 | |
| Available for sale financial assets: ending balance at fair value | 151,271 | 664,908 |
| Available for sale financial assets - carrying amount | 123,680 | 637,729 |
| Available for sale financial assets - adjustment to fair value | 27,592 | 17,772 |
| Available for sale financial assets - accrued interest | 9.407 |
The preferential Hertel shares (68 million euros) were reclassified from the balance sheet item 'Financial fixed assets – Receivables' to this item.
| (€ 1,000) Available for sale financial assets - financial year 2014 |
Financial fixed assets |
Investments |
|---|---|---|
| Available for sale financial assets: opening balance at fair value | 151,271 | 664,908 |
| Available for sale financial assets - carrying amount | 123,680 | 637,729 |
| Available for sale financial assets - adjustment to fair value | 27,592 | 17,772 |
| Available for sale financial assets - accrued interest | 9,407 | |
| Additions | 9,758 | 594,496 |
| Additions through business combinations | ||
| Actuarial return | -8,663 | |
| Disposals (-) | -26,173 | -620,132 |
| Increase (decrease) through changes in fair value | 13,748 | 2,881 |
| Impairment losses recognized in the income statement (-) | -11 | -542 |
| Foreign currency exchange increase (decrease) | 1,555 | |
| Transfer from (to) other items | 1,265 | |
| Other increase (decrease) | 254 | -1,055 |
| Available for sale financial assets: ending balance at fair value | 148,847 | 634,713 |
| Available for sale financial assets - carrying amount | 128,735 | 606,088 |
| Available for sale financial assets - adjustment to fair value | 20,112 | 20,273 |
| Available for sale financial assets - accrued interest | 8,352 |
The item 'Available for sale financial fixed assets' consists primarily of Sofinim's interest in the preferential shares of Hertel and in Transpalux, AvH's interest in Koffie F. Rombouts, and Leasinvest Real Estate's interest in the public regulated real estate company Retail Estates. The impact of the full consolidation of CFE, DEME and Rent-A-Port is limited to 5.2 million euros.
In 2014, Leasinvest Real Estate further increased its interest in Retail Estates to 10.11%, while Sofinim acquired a 45% interest in Transpalux (the rental activities of EMG, spun off as part of the restructuring of the EMG shareholding). Rent-A-Port Energy participated in the capital increases of Rentel, Otary & Seastar, while AvH subscribed to the capital increases of Euroscreen and Nivelinvest.
The disposals primarily concern AvH & subholdings, in particular the sale of the Belfimas shares, a further decrease of the interest in Koffie F. Rombouts (to 10%) and a capital reduction/ liquidation at Tikehau SS Fund.
The appreciation of the Belfimas (up to the time of sale) and Retail Estates shares accounts for the increase in fair value by 13.7 million euros.
| The investments consist of: | Number of shares | Fair value |
|---|---|---|
| Investments portfolio Bank J.Van Breda & C° | 606,966 | |
| Hermes Universal Medium | 132,250 | 14,747 |
| Ageas | 278,284 | 8,211 |
| KBC | 20,000 | 930 |
| Atenor | 62,737 | 2,509 |
| Other | 1,350 | |
| 634,713 |
The additions and disposals are largely attributable to Bank J.Van Breda & C°, and were realized as part of its Asset & Liability management.
| Private Banking (mainly Bank J.Van Breda & C°) 606,996 AvH & subholdings 24,651 |
|
|---|---|
| Development Capital 3,048 |
|
| Real Estate, Leisure & Senior Care 18 |
|
| Marine Engineering & Infrastructure 0 |
|
| Energy & Resources 0 |
|
| 634,713 |
The risk profile of the investment portfolio has for years now deliberately been kept very low. The consolidated investment portfolio at year-end 2014 contains 86% government bonds (including government-guaranteed bonds) with a minimum Aa3 rating, 12% corporate bonds (including commercial paper), 2% financial bonds, and less than 1% shares. The investment portfolio (97% in euros, 3% in USD) contains no government bonds of Portugal, Italy, Ireland, Greece or Spain.
The investment framework that is submitted annually for the approval of the board of directors of Bank J.Van Breda & C° determines where investments can be made and the limits that apply. The following table shows the composition of the consolidated investment portfolio by rating and maturity.
| Rating | Remaining duration | ||
|---|---|---|---|
| Government bonds Aaa | 37.7% | 2015 | 27.4% |
| Government bonds Aa1 | 9.2% | 2016 | 26.7% |
| Government bonds Aa2 | 14.7% | 2017 | 20.5% |
| Government bonds Aa3 | 24.3% | 2018 | 14.3% |
| Corporate bonds and commercial paper | 11.9% | 2019 | 4.6% |
| Financial bonds and perpetuals | 1.6% | 2020 | 5.7% |
| Stocks and other | 0.6% | indefinite | 0.8% |
| (€ 1,000) | Fair value | Book value | |||
|---|---|---|---|---|---|
| I. Claims on credit institutions | 2014 | 2013 | 2014 | 2013 | |
| Domestic credit institutions | 34,470 | 14,966 | 34,471 | 14,967 | |
| Foreign credit institutions | 30,161 | 44,620 | 30,160 | 44,644 | |
| Accrued interests | 91 | 95 | 91 | 95 | |
| Total credit institutions | 64,722 | 59,681 | 64,722 | 59,706 | |
| II. Loans and advances to clients | 2014 | 2013 | 2014 | 2013 | |
| Bills and own acceptances | 6 | 99 | 6 | 94 | |
| Investment credits and financing | 2,225,508 | 2,212,073 | 2,009,234 | 2,000,862 | |
| Fair value adjustment of hedged loans (FV hedge) | 9,887 | 222 | 9,887 | 222 | |
| Mortgage loans | 1,247,612 | 1,010,416 | 1,115,404 | 924,899 | |
| Operating appropriations | 352,564 | 366,540 | 350,435 | 363,907 | |
| Other | 11,090 | 10,877 | 11,090 | 10,878 | |
| Accrued interests | 6,439 | 6,886 | 6,439 | 6,886 | |
| Total clients | 3,853,106 | 3,607,113 | 3,502,495 | 3,307,748 | |
| III. Cash balances with central banks | 2014 | 2013 | 2014 | 2013 | |
| Cash balances with central banks | 2,651 | 2,542 | 2,651 | 2,542 | |
| Accrued interests | 4 | 4 | |||
| Total cash balances with central banks | 2,651 | 2,546 | 2,651 | 2,546 | |
| TOTAL RECEIVABLES FROM CREDIT INSTITUTIONS AND CLIENTS | 3,920,479 | 3,669,340 | 3,569,868 | 3,370,000 |
The full consolidation of Bank J.Van Breda & C° results in the inclusion of the specific banking receivables and debts in the balance sheet of AvH. These items have been grouped in order to keep the balance sheet as transparent as possible.
The loans and advances to clients comprise the following:
• loans granted to family entrepreneurs and the liberal professions at Bank J.Van Breda & C° and to individual or self-employed clients at ABK bank. The many entrepreneurs and practitioners of liberal professions who have become clients in previous years entrust an ever increasing share of their banking business to the bank;
The credit portfolio of Bank J.Van Breda & C° is very widely spread throughout the local economic fabric of family businesses and liberal professions. ABK focuses on individuals and still has a relationship with old self-employed customers. The bank applies concentration limits per sector and maximum credit amounts per client. The credit portfolio of the Van Breda Car Finance (ABK) division consists of car loans and car finance leases, and is very widely spread. Constant fine-tuning of the acceptance criteria and proactive debtor monitoring also give this portfolio a low risk profile.
The credit portfolio is divided into risk categories, each of which is monitored in its own specific way. The board of directors of Bank J.Van Breda C° periodically receives a report on credit facilities in the highest risk category.
Debts which become doubtful are transferred to the Litigation department. There are specific criteria for mandatory transfer when specific events arise with clients, borrowers or guarantors. Impairments are entered in the accounts for credit facilities in the highest risk category and debts that become doubtful.
| Not expired | Expired < 30 d |
30 d < expired < 60 d |
60 d < expired < 120 d |
120 d < expired |
Doubtful | ||
|---|---|---|---|---|---|---|---|
| (€ 1,000) | Total | ||||||
| Aging balance 2013 | |||||||
| Domestic credit institutions | 14,967 | 14,967 | |||||
| Foreign credit institutions | 44,644 | 44,644 | |||||
| Accrued interests | 95 | 95 | |||||
| Total credit institutions | 59,706 | 59,706 | 0 | 0 | 0 | 0 | 0 |
| Bills and own acceptances | 94 | 94 | |||||
| Investment credits and financing | 2,001,084 | 1,931,032 | 39,046 | 7,209 | 5,413 | 6,525 | 11,859 |
| Mortgage loans | 924,899 | 905,375 | 12,001 | 4,881 | 1,601 | 0 | 1,041 |
| Operating appropriations | 363,907 | 333,575 | 23,371 | 775 | 1,764 | 104 | 4,318 |
| Other | 10,878 | 10,878 | |||||
| Accrued interests | 6,886 | 6,886 | |||||
| Total clients | 3,307,748 | 3,187,840 | 74,418 | 12,865 | 8,778 | 6,629 | 17,218 |
| Total cash balances with central banks | 2,546 | 2,546 |
| Not expired | Expired < 30 d |
30 d < expired < 60 d |
60 d < expired < 120 d |
120 d < expired |
Doubtful | ||
|---|---|---|---|---|---|---|---|
| (€ 1,000) | Total | ||||||
| Aging balance 2014 | |||||||
| Domestic credit institutions | 34,471 | 34,471 | |||||
| Foreign credit institutions | 30,160 | 30,160 | |||||
| Accrued interests | 91 | 91 | |||||
| Total credit institutions | 64,722 | 64,722 | 0 | 0 | 0 | 0 | 0 |
| Bills and own acceptances | 6 | 6 | |||||
| Investment credits and financing | 2,019,121 | 1,946,035 | 48,535 | 7,684 | 2,993 | 1,080 | 12,794 |
| Mortgage loans | 1,115,404 | 1,095,459 | 13,824 | 4,154 | 957 | 0 | 1,010 |
| Operating appropriations | 350,435 | 329,229 | 16,975 | 1,045 | 351 | 479 | 2,356 |
| Other | 11,090 | 11,090 | |||||
| Accrued interests | 6,439 | 6,439 | |||||
| Total clients | 3,502,495 | 3,388,258 | 79,334 | 12,883 | 4,301 | 1,559 | 16,160 |
| Total cash balances with central banks | 2,651 | 2,651 |
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| I. Inventories, net amount | 126,271 | 137,466 |
| Gross carrying amount | 130,663 | 141,789 |
| Raw materials and consumables | 45,851 | 49,568 |
| Unfinished products | 29 | 40 |
| Finished products | 119 | 186 |
| Goods purchased for sale | 2,370 | 2,441 |
| Immovable property acquired or constructed for resale | 82,294 | 89,554 |
| Depreciation and impairments (-) | -4,393 | -4,323 |
| Impairment on inventory through income statement during the financial year | -653 | -93 |
| Impairment on inventory reversed in the income statement during the financial year | 203 | 62 |
| II. Construction contracts * | ||
|---|---|---|
| Amounts due from (to) customers under construction contracts, net | 149,234 | 138,025 |
| Amounts due from customers (including trade receivables) | 305,435 | 266,935 |
| Amounts due to customers (including trade debts) (-) | -156,201 | -128,910 |
| Prepayments received | -76,600 | -74,612 |
| Construction contracts on closing date | ||
| Amount of contract costs incurred and recognized profits less losses | 7,862,887 | 6,196,828 |
| Amount of contract revenue | -7,713,654 | -6,058,803 |
| Amounts withheld | 3,632 | 3,749 |
* The 2013 figures were restated in line with the presentation at the level of CFE.
The real estate development projects of CFE are mainly contained in the item 'Immovable property acquired or constructed for resale'. This item also contains the land portfolio of Extensa, measured at acquisition cost.
The construction & project contracts of CFE, DEME, Algemene Aannemingen Van Laere and Egemin are valued according to the 'Percentage of Completion'-method, whereby results are recognized in accordance with the progress of the work. Expected losses are immediately recognized as an expense though in the income statement. Extensa's real estate development projects (primarily in Luxembourg and Turkey) are also contained in this balance sheet item, as the results of the pre-sold entities that are still under construction are also recognized according to the 'Percentage of Completion' method.
The progress of the work is defined based on the expenditures versus the estimated cost price of the entire project.
| Minority% | Minority share in the AvH balance sheet |
Minority share in the profit for the period |
||||
|---|---|---|---|---|---|---|
| (€ 1.000) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
| I. Marine Engineering & Infrastructure | ||||||
| CFE - DEME (1) | 39.60% | 39.61% | 505,555 | 456,728 | 64,941 | 0 |
| II. Private Banking | ||||||
| Finaxis | 21.25% | 21.25% | 53,627 | 53,078 | -183 | -139 |
| Bank J.Van Breda & C° | 21.25% | 21.25% | 69,460 | 64,682 | 7,627 | 7,532 |
| Delen Investments (2) | 21.25% | 21.25% | 86,517 | 75,188 | 19,936 | 18,316 |
| III. Real Estate, Leisure & Senior Care | ||||||
| Leasinvest Real Estate | 69.99% | 69.99% | 235,468 | 234,711 | 22,221 | 18,609 |
| IV. Development Capital (3) | ||||||
| Sofinim and consolidated participating interests | 26.00% | 26.00% | 133,616 | 132,968 | 407 | 7,411 |
| Other | 12,930 | 8,467 | -796 | 2,060 | ||
| Total | 1,097,172 | 1,025,823 | 114,152 | 53,790 |
(1) On December 24, 2013, AvH acquired control over CFE (and therefore over DEME), resulting in the full consolidation of CFE and DEME at year-end 2013. Nevertheless, in 2013 the 50% contribution of DEME was still accounted for using the equity method and explains the absence of minority interests in the 2013 income statement.
(2) The joint control over Delen Investments led to it being accounted for using the equity method. Consequently, the minority interests relating to JM Finn & Co at Delen Investments are not directly visible in AvH's consolidated income statement. They are reported in this overview.
(3) AvH is active in "Development Capital" via Sofinim (26% minority stake held by NPM-Capital) on the one hand, and via GIB (jointly controlled subsidiary with Nationale Portefeuille Maatschappij) on the other.
| Summarized income statement - 2014 | CFE | Bank J.Van Breda & C° |
Delen Investments |
Leasinvest Real Estate |
Development Capital |
|---|---|---|---|---|---|
| Revenue | 3,510,548 | 119,377 | 278,546 | 50,175 | 131,700 |
| Profit (loss) from operating activities | 220,399 | 47,542 | 113,692 | 46,083 | -13,497 |
| Finance result | -15,753 | -13,157 | -55 | ||
| Profit (loss) before tax | 224,770 | 50,598 | 113,692 | 32,926 | -19,466 |
| Profit (loss) of the period | 159,521 | 35,578 | 83,582 | 32,573 | -21,668 |
| at the level of the individual company | 159,521 | 35,578 | 83,582 | 32,573 | |
| Minority interests | -357 | 84 | 2,757 | 1 | |
| Share of the group | 159,878 | 35,494 | 80,825 | 32,572 | |
| at the level of AvH (1) | 164,530 | 35,578 | 83,582 | 32,530 | -21,668 |
| Minority interests | 64,941 | 7,627 | 19,936 | 22,221 | 407 |
| Share of the group | 99,589 | 27,951 | 63,646 | 10,309 | -22,075 |
(1) Including a limited number of consolidation adjustments
| Summarized income statement - 2013 | CFE | Bank J.Van Breda & C° |
Delen Invest ments |
Leasinvest Real Estate |
Development Capital |
|---|---|---|---|---|---|
| Revenue | 984,883 | 117,716 | 255,211 | 45,186 | 107,630 |
| Profit (loss) from operating activities | -130,832 | 46,915 | 106,996 | 36,059 | 39,801 |
| Finance result | -2,694 | -8,955 | 62 | ||
| Profit (loss) before tax | -82,170 | 47,135 | 106,996 | 27,104 | 31,771 |
| Profit (loss) of the period | -87,963 | 32,375 | 78,192 | 26,926 | 30,357 |
| at the level of the individual company | -87,963 | 32,375 | 78,192 | 26,926 | |
| Minority interests | -6,728 | 828 | 2,159 | -2 | |
| Share of the group | -81,235 | 31,546 | 76,033 | 26,928 | |
| at the level of AvH (1) | 32,374 | 78,192 | 27,249 | 30,357 | |
| Minority interests | 7,532 | 18,318 | 18,609 | 7,411 | |
| Share of the group | 24,842 | 59,873 | 8,640 | 22,946 |
(1) Including a limited number of consolidation adjustments
| Summarized statement of comprehensive income - 2014 |
CFE | Bank J.Van Breda & C° |
Delen Investments |
Leasinvest Real Estate |
Development Capital |
|---|---|---|---|---|---|
| at the level of the individual company | 148,943 | 37,451 | 85,056 | 21,322 | |
| Profit (loss) of the period | 159,521 | 35,578 | 83,582 | 32,573 | |
| - Minority interests | -357 | 84 | 2,757 | 1 | |
| - Share of the group | 159,878 | 35,494 | 80,825 | 32,572 | |
| Other comprehensive income | -10,578 | 1,873 | 1,474 | -11,251 | |
| - Minority interests | -286 | 0 | 0 | 0 | |
| - Share of the group | -10,292 | 1,873 | 1,474 | -11,251 | |
| at the level of AvH | 153,952 | 37,451 | 85,056 | 22,105 | |
| Profit (loss) of the period | 164,530 | 35,578 | 83,582 | 32,530 | -21,668 |
| - Minority interests | 64,941 | 7,627 | 19,936 | 22,221 | 407 |
| - Share of the group | 99,589 | 27,951 | 63,646 | 10,309 | -22,075 |
| Other comprehensive income | -10,578 | 1,873 | 1,474 | -10,425 | 1,219 |
| - Minority interests | -4,362 | 398 | 313 | -7,297 | 354 |
| - Share of the group | -6,216 | 1,475 | 1,161 | -3,128 | 865 |
| Summarized statement of comprehensive income - 2013 |
Bank J.Van Breda & C° |
Delen Investments |
Leasinvest Real Estate |
Development Capital |
|---|---|---|---|---|
| at the level of the individual company | 30,215 | 76,276 | 37,303 | |
| Profit (loss) of the period | 32,375 | 78,192 | 26,926 | |
| - Minority interests | 828 | 2,159 | -2 | |
| - Share of the group | 31,546 | 76,033 | 26,928 | |
| Other comprehensive income | -2,160 | -1,916 | 10,377 | |
| - Minority interests | -111 | 0 | 0 | |
| - Share of the group | -2,049 | -1,916 | 10,377 | |
| at the level of AvH | 30,215 | 76,276 | 37,966 | 29,470 |
| Profit (loss) of the period | 32,374 | 78,192 | 27,249 | 30,357 |
| - Minority interests | 7,532 | 18,318 | 18,609 | 7,411 |
| - Share of the group | 24,842 | 59,873 | 8,640 | 22,946 |
| Other comprehensive income | -2,160 | -1,916 | 10,716 | -887 |
| - Minority interests | -546 | -407 | 7,501 | -313 |
| - Share of the group | -1,614 | -1,509 | 3,216 | -574 |
| Summarized balance sheet - 2014 | CFE | Bank J.Van Breda & C° |
Delen Investments |
Leasinvest Real Estate |
Development Capital |
|---|---|---|---|---|---|
| Non-current assets | 2,183,481 | 2,805,589 | 304,151 | 804,789 | 331,096 |
| Current assets | 2,031,971 | 1,681,841 | 1,396,426 | 32,125 | 238,882 |
| Non-current liabilities | 1,000,068 | 914,516 | 112,130 | 357,650 | 9,783 |
| Current liabilities | 1,894,519 | 3,097,789 | 1,070,709 | 142,850 | 48,070 |
| Equity | 1,320,865 | 475,125 | 517,738 | 336,414 | 512,125 |
| - Group share | 1,313,627 | 474,981 | 517,390 | 336,410 | 378,509 |
| - Minority interests | 7,238 | 144 | 348 | 4 | 133,616 |
| Summarized balance sheet - 2013 | CFE | Bank J.Van Breda & C° |
Delen Investments |
Leasinvest Real Estate |
Development Capital |
|---|---|---|---|---|---|
| Non-current assets | 2,248,892 | 2,619,281 | 303,677 | 757,058 | 385,068 |
| Current assets | 1,766,608 | 1,791,013 | 1,381,344 | 20,809 | 204,611 |
| Non-current liabilities | 1,025,228 | 802,327 | 107,247 | 301,299 | 11,133 |
| Current liabilities | 1,789,055 | 3,159,693 | 1,113,402 | 141,234 | 45,014 |
| Equity | 1,201,217 | 448,274 | 464,372 | 335,334 | 533,532 |
| - Group share | 1,193,153 | 447,907 | 464,072 | 335,331 | 400,565 |
| - Minority interests | 8,064 | 367 | 300 | 3 | 132,968 |
| (€ 1,000) I. Lessor - finance lease |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2014 |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2013 |
|---|---|---|---|---|---|---|---|---|
| Remaining term | Remaining term | |||||||
| Total gross investment | 47,844 | 101,708 | 39,495 | 189,046 | 47,105 | 103,923 | 42,268 | 193,296 |
| Present value of minimum lease payments receivables | 41,416 | 89,690 | 21,299 | 152,405 | 40,079 | 90,287 | 22,819 | 153,185 |
| Unearned finance income | 36,641 | 40,111 | ||||||
| Accumulated allowance for uncollectible minimum lease payments | 4,203 | 4,280 | ||||||
| Lease debtors | 1,943 | 1,943 | 1,928 | 1,928 | ||||
| (€ 1,000) II. Lessor - operating lease |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2014 |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2013 |
| Remaining term | Remaining term | |||||||
| Future minimum lease payments under non-cancellable operating leases | 0 | 0 |
Bank J.Van Breda & C° is active in the sector of car finance and finance leasing of cars via its subsidiary Van Breda Car Finance (ABK). Extensa also has a limited number of real-estate leases in its portfolio and the long-term lease of Leasinvest Real Estate of the State Archives building in Bruges to the Public Buildings Agency is contained in this balance sheet item.
| (€ 1,000) III. Lessee - finance lease |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2014 |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2013 |
|---|---|---|---|---|---|---|---|---|
| Remaining term Remaining term |
||||||||
| Minimum lease payments payable - gross | 10,732 | 40,956 | 36,424 | 88,112 | 5,766 | 22,736 | 5,124 | 33,626 |
| Minimum lease payments payable - interest (-) | -1,746 | -4,757 | -2,015 | -8,518 | -373 | -1,014 | -100 | -1,486 |
| Present value of minimum lease payments payable | 8,986 | 36,198 | 34,409 | 79,593 | 5,394 | 21,722 | 5,024 | 32,139 |
| Lease-payments payable for each class of tangible assets: Land and buildings |
17,730 | 12,785 | ||||||
| Plant, machinery and equipment | 60,497 | 16,826 | ||||||
| Furniture and vehicles | 1,366 | 2,529 | ||||||
| (€ 1,000) IV. Lessee- operating lease |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2014 |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2013 |
| Future minimum lease payments under non-cancellable operating leases | 12,616 | 17,636 | 11,952 | 42,203 | 5,726 | 8,477 | 12,168 | 26,371 |
| Contingent rents recognized in the income statement | 15,984 | 2,419 |
The recognition under finance lease of the dredger 'Victor Horta' at DEME explains the significant increase in this item. The full consolidation of DEME, CFE and Rent-A-Port accounts for the increase in operating leases.
| Warranty provisions |
Legal proceeding provisions |
Environmental provisions |
Provisions for restructuring |
Provisions for con tractual obligations |
Other provisions | ||
|---|---|---|---|---|---|---|---|
| (€ 1,000) | Total | ||||||
| Provisions - financial year 2013 | |||||||
| Provisions, opening balance | 240 | 1,328 | 99 | 60 | 250 | 4,021 | 5,998 |
| Additional provisions | 469 | 469 | |||||
| Increase of existing provisions | 119 | 17 | 11 | 326 | 473 | ||
| Additions through business combinations | 17,223 | 7,520 | 2,046 | 88,224 | 115,013 | ||
| Amounts of provisions used (-) | -200 | -250 | -450 | ||||
| Reversal of unused amounts of provisions (-) | -163 | -802 | -30 | -4 | -999 | ||
| Transfer from (to) other items | 636 | 636 | |||||
| Provisions, ending balance | 17,419 | 7,863 | 99 | 2,087 | 0 | 93,672 | 121,140 |
| Provisions - financial year 2014 | |||||||
| Provisions, opening balance | 17,419 | 7,863 | 99 | 2,087 | 0 | 93,672 | 121,140 |
| Additional provisions | 4,811 | 2,286 | 708 | 11,090 | 18,894 | ||
| Increase of existing provisions | 1 | 1 | |||||
| Amounts of provisions used (-) | -2,219 | -3,912 | -41 | -10,755 | -16,927 | ||
| Reversal of unused amounts of provisions (-) | -27 | -91 | -118 | ||||
| Foreign currency exchange increase (decrease) | -22 | -30 | -52 | ||||
| Transfer from (to) other items | -4,781 | -939 | -33 | 14,660 | 8,906 | ||
| Other increase (decrease) | 50 | -50 | 0 | ||||
| Provisions, ending balance | 15,180 | 5,258 | 99 | 2,721 | 0 | 108,586 | 131,844 |
As was discussed in Note 5 'Business Combinations', the acquisition of control over CFE gave rise to the recognition of a contingent liability for risks of 60.3 million euros in connection with CFE's construction and real estate development activities. In 2014, AvH derecognized 7.5 million euros (group share 4.5 million euros) worth of contingent liabilities relating to its stake in CFE, since those contingent liabilities were now reported in CFE's own financial statements or related to assets that have been sold in the meantime.
The 'Other provisions' consist of provisions for negative equity consolidation values to the amount of 29 million euros. The 39.5 million euro negative equity of Medco (DEME 44.1%) is contained in the item 'Other long-term liabilities'. The shareholders of Medco have committed themselves to strengthening Medco's equity by promising an additional loan.
| (€ 1,000) I. Financial debts |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2014 |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2013 |
|---|---|---|---|---|---|---|---|---|
| Remaining term | Remaining term | |||||||
| Bank loans | 242,377 | 686,471 | 65,747 | 994,596 | 212,091 | 767,736 | 70,475 | 1,050,302 |
| Bonds | 396,880 | 7,230 | 404,110 | 100,000 | 95,767 | 208,621 | 404,387 | |
| Subordinated loans | 300 | 2,987 | 3,287 | 3,173 | 3,173 | |||
| Finance leases | 8,986 | 33,698 | 36,909 | 79,593 | 5,393 | 21,721 | 5,025 | 32,139 |
| Other financial debts | 200,395 | 726 | 178 | 201,299 | 278,733 | 4,374 | 189 | 283,296 |
| Total | 451,759 | 1,118,075 | 113,052 | 1,682,885 | 596,218 | 889,598 | 287,483 | 1,773,298 |
The financial debts, after intercompany elimination, relate to the following segments:
| ST | LT | |
|---|---|---|
| Marine Engineering & Infrastructure | 213,027 | 702,607 |
| Real Estate, Leisure & Senior Care | 207,145 | 469,089 |
| Energy & Resources | 0 | 0 |
| Development Capital | 1,444 | 7,650 |
| AvH & subholdings | 205,453 | 60,000 |
| Intercompany | -175,311 | -8,219 |
| 451,759 | 1,231,127 |
DEME's liquidity risk is limited by spreading the financing over several banks and by structuring this financing to a significant extent over the long term. DEME permanently monitors its balance sheet structure and pursues a balance between a consolidated shareholders' equity position and consolidated net debts. DEME has major credit and guarantee lines with a whole string of international banks. In a number of cases, certain ratios (covenants) were agreed in the loan agreements with the relevant banks which DEME must observe. In addition, it has a commercial paper programme to cover short-term financial needs. DEME predominantly invests in equipment with a long life which is written off over several years. For that reason, DEME seeks to schedule a substantial part of its debts over a long term. In order to diversify the funding over several sources, DEME issued a retail bond of 200 million euros in January 2013. This was placed with a diversified group of (mainly private) investors. According to the terms of issue, DEME will not make any interim redemptions of the principal, but will instead repay the entire loan on the maturity date in 2019. On 21 June 2012, CFE also issued a retail bond for an amount of 100 million euros. In 2014 CFE was able to negotiate new bilateral credit lines on favourable terms, allowing it to limit the liquidity risk.
The debts incurred by NMP to finance the construction of the pipelines (9.3 million euros) are repaid as the pipelines are made available to third parties; the entire capital and interest charges are passed on to the pipeline user. Van Laere was able to improve its net financial position in 2014 by 2 million euros. Although the financing of the Saint Servais development project (Groupe Thiran) was entirely phased out in 2014, the financial debt increased slightly as a result of the property finance lease for new business premises for Arthur Vandendorpe. The balance relates primarily to the 'Centrumparking Langestraat' car park under the State Archives in Bruges.
Leasinvest Real Estate and Extensa Group have the necessary long term credit facilities and backup lines for their commercial paper with their banks to cover the existing and future investment needs. The financing risk is covered by these credit facilities and backup lines. The liquidity risk is limited by spreading the financing over several financial counterparties and by tapping various sources of funding, as well as by diversifying the maturity dates of the credit facilities. This tapping of various sources of funding was put into practice in 2013 with the successful launch by Leasinvest Real Estate of a public bond offering for 75 million euros with six-year maturity and a private bond offering for 20 million euros with seven-year maturity. The average duration of financing at Leasinvest Real Estate was 3.2 years at year-end 2014 (compared to 3.7 years at year-end 2013).
The expansion of Anima Care by the acquisition of existing residences and the construction of new retirement homes is financed by the capital increase carried out by AvH and by external funding. The cash drain in the start-up phase is taken into account in the financing of the projects.
The Development Capital segment reported financial debts in 2014 which are entirely attributable to the lease debt of Egemin for the main building.
The long-term debt of AvH & subholdings is the result of the acquisition of 3,066,440 CFE shares from Vinci for 138.0 million euros. This acquisition was financed to an amount of 50 million euros from available cash at AvH & subholdings; for the remaining balance of 88 million euros, a financial debt for more than one year was contracted. Following the debt reduction in 2014 by 28 million euros, the long-term debt amounts to 60 million euros at year-end 2014.
Practically all of the AvH & subholdings short term financial debts correspond to the commercial paper issued by AvH. AvH and AvH-CC dispose of confirmed credit lines, spread over different banks, which largely exceed the existing commercial paper liabilities. Over and above the financial debts in the form of commercial paper, the segment still has 175.3 million euros in debts vis-à-vis other group companies (concerning participations that place a part of their cash surpluses on deposit with AvH Coordination Centre). These amounts are of course eliminated in consolidation.
ii. Amounts payable (or the portion thereof), which are guaranteed by real guarantees given or irrevocably promised on the assets of the enterprises included in the consolidation
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| Bank loans | 558,903 | 618,203 |
| Other financial debts | 34,487 | 36,753 |
| Total | 593,390 | 654,956 |
| (€ 1,000) | Fair value | Book value | ||
|---|---|---|---|---|
| I. Debts to credit institutions | 2014 | 2013 | 2014 | 2013 |
| Current accounts / overnight deposits | 3,046 | 1,350 | 3,046 | 1,350 |
| Deposits with agreed maturity | 9,397 | 10,149 | 9,339 | 10,144 |
| Repurchase agreements | 0 | 92,594 | 0 | 92,594 |
| Other deposits | 39 | 2,212 | 39 | 2,211 |
| Accrued interests | 8 | 20 | 8 | 20 |
| Total | 12,490 | 106,325 | 12,432 | 106,319 |
| II. Debts to clients | 2014 | 2013 | 2014 | 2013 |
| Current accounts / overnight deposits | 1,589,705 | 1,318,399 | 1,589,705 | 1,318,399 |
| Deposits with agreed maturity | 1,409,912 | 1,478,561 | 1,353,594 | 1,434,240 |
| Special deposits | 33,627 | 31,823 | 33,627 | 31,823 |
| Regulated deposits | 702,955 | 766,152 | 702,955 | 766,152 |
| Other deposits | 32,859 | 25,813 | 32,860 | 25,817 |
| Deposit guarantee system | 0 | 364 | 0 | 364 |
| Accrued interests | 23,187 | 21,743 | 23,187 | 21,743 |
| Total | 3,792,245 | 3,642,855 | 3,735,928 | 3,598,538 |
| III. Securities including bonds | 2014 | 2013 | 2014 | 2013 |
| Certificates of deposits | 138,798 | 127,920 | 138,652 | 127,854 |
| Customer saving certificates | 9 | 163 | 8 | 161 |
| Non-convertible securities | 0 | 0 | 0 | 0 |
| Accrued interests | 0 | 4 | 0 | 4 |
| Total | 138,807 | 128,087 | 138,660 | 128,019 |
| IV. Subordinated liabilities | 2014 | 2013 | 2014 | 2013 |
| Subordinated liabilities | 90,099 | 93,294 | 77,899 | 82,778 |
| Accrued interests | 1,614 | 1,695 | 1,614 | 1,695 |
| Total | 91,713 | 94,989 | 79,513 | 84,473 |
| TOTAL DEBTS TO CREDIT INSTITUTIONS, CLIENTS AND SECURITIES | 4,035,255 | 3,972,256 | 3,966,533 | 3,917,349 |
The full consolidation of Bank J.Van Breda & C° results in the recording of specific bank receivables and debts in the balance sheet of AvH. These items were grouped for maximum transparency of the balance sheet.
Liquidity risk is the risk that the bank has insufficient funds available, or is unable to release funds quickly enough and at a reasonable cost to meet its short-term commitments. The commercial banking activities are the main source of liquidity risk. A bank's sources of funding traditionally have a shorter maturity than the financed assets, resulting in a maturity mismatch. The liquidity management of Bank J.Van Breda & C° constantly monitors this mismatch and works out a financing strategy to confine it within the guidelines that are set out in a liquidity control framework. In this area, too, the bank pursues a deliberately low risk profile. Bank J.Van Breda & C° maintains a solid and high-quality liquidity buffer to absorb fluctuations in the treasury position. This buffer stands at 684 million euros and consists primarily of a highly liquid portfolio of bonds.
The bank's financing mix is very stable, with the deposits of the core clients as the main source of funding. The core clients use the bank for their investments and everyday banking transactions. The bank also closely watches the loan-to-deposit ratio and applies strict limits to this ratio between client credit portfolio and client deposits, which at year-end 2014 stood at 95%. Dependence on external institutional financing is kept to a minimum and in 2014 accounted for only 3.4% of total assets.
Two new liquidity ratios were introduced in the Basel III regulations and the CRR/CRD IV directive:
• The LCR (Liquidity Coverage Ratio) is a criterion for the liquidity position under an acute stress scenario over 30 days. It requires financial institutions to hold sufficient high-quality liquid assets. The regulator imposes a limit of at least 100%.
• The NSFR (Net Stable Funding Ratio) contrasts the available amount of stable funding with the required amount of stable funding over a one-year period. The regulator imposes a limit of at least 100% as from 2018.
At year-end 2014, those ratios stood at 210% and 131% respectively. Both ratios are well above the lower limit of 100% that is imposed, or that will be imposed in the case of the NSFR, by the regulatory authority. The national stress test ratios over 1 week and 1 month for liquidity, which for the time being are still used alongside the LCR and NSFR, are well below the upper limit of 100% imposed by the national regulatory authority.
The bank's liquidity risk is monitored constantly by means of proactive treasury management, within the lines defined by Asset & Liability Management and the investment framework. For its liquidity management, the bank uses, among other things, liquidity gap reports, ratio analysis and short- and long-term volume prognoses.
In the below table the assets and liabilities are grouped by maturity period.
| Liquidity gap | |||||||
|---|---|---|---|---|---|---|---|
| (€ 1,000) | ≤ 1 month | 1-3 months | 3-12 months | 1-5 years | 5-10 years | > 10 years | Indefinite |
| 31/12/2014 | |||||||
| Assets | 481,000 | 212,000 | 608,000 | 1,798,000 | 861,000 | 418,000 | 87,000 |
| Liabilities | -442,000 | -184,000 | -1,024,000 | -2,090,000 | -136,000 | 0 | -194,000 |
| Derivatives | 0 | -1,000 | -2,000 | -7,000 | -1,000 | 0 | 0 |
| Gap | 39,000 | 27,000 | -418,000 | -299,000 | 724,000 | 418,000 | -107,000 |
| 31/12/2013 | |||||||
| Assets | 658,000 | 265,000 | 640,000 | 1,917,000 | 761,000 | 396,000 | 83,000 |
| Liabilities | -576,000 | -268,000 | -1,230,000 | -1,938,000 | -142,000 | 0 | -179,000 |
| Derivatives | -1,000 | -1,000 | -3,000 | -2,000 | 3,000 | 0 | 0 |
| Gap | 81,000 | -4,000 | -593,000 | -23,000 | 622,000 | 396,000 | -96,000 |
The table above takes the internal assumptions on the stability of balances for products without maturity date (e.g. current and savings accounts) into account.
Interest rate risk can be defined as the extent to which the results or value of a financial transaction are affected by a change in market interest rates. Applied to a financial institution, interest rate risk is the extent to which the (interest) earnings and/or fair value of this institution is liable to be adversely affected by a change in market interest rates.
The bank opts to keep the interest rate risk at a relatively low level:
• The bank uses hedging instruments to correct the mismatch. This is done with a combination of interest rate swaps (which convert variable interest rate commitments into fixed rate commitments) and options (which provide protection against a rise in interest rates above given levels).
• Equity value sensitivity is the exposure of the company's economic value to unfavourable interest rate fluctuations. Earnings sensitivity is the exposure of the bank's (interest) earnings to those same unfavourable interest rate fluctuations. Its intensity can be seen in the duration gap. By this is meant the difference in duration of all assets and duration of all liabilities (mismatch), the duration being the weighted average of the maturities of a set of fixed-interest securities.
Equity value sensitivity and earnings sensitivity are monitored by means of scenario analyses that take account of changing market conditions, enabling the impact of stress scenarios to be analysed. This equity value and earnings sensitivity is measured using the Basis Point Value (BPV) methodology which shows the value change of the portfolio being analyzed when confronted with an increase in interest rates over the entire curve. For the interest rate sensitivity of products without maturity, the assumptions described by the National Bank of Belgium (NBB) are used. Those assumptions are periodically reviewed. The assumptions have not changed in comparison with 2013.
The increase in the yield curve with 100 base points has a positive impact on the interest result at 1 year. The increase in interest cost of the deposits is smaller than the increase in interest income of the assets due to the substantial cash position and the short duration of the investment portfolio. All interest rate risk limits were more than adequately observed during 2014.
| (€ 1,000) | Earnings sensitivity |
Equity value sensitivity |
Impact of an immediate increase of the yield curve with 100 base points (1%) on: |
2014 | 2013 | |
|---|---|---|---|---|---|---|
| Rate non-sensitive current accounts | 60 months | The interest result (earnings sensitivity) | 2,475 | 1,788 | ||
| Rate sensitive current accounts | 1 day | |||||
| Rate semi-sensitive current accounts | 6 months | 2 years | The fair value of the equity | |||
| Regulated savings accounts | 6 months | 2 years | (equity value sensitivity) (= BPV) | -9,983 | -16,195 |
For the interest gap analysis both balance sheet and off balance sheet products are grouped together per period of maturity. In this way the mismatch structure of the bank becomes visible.
| (€ 1,000) | ≤ 1 month | 1-3 months | 3-12 months | 1-5 years | 5-10 years | > 10 years | indefinite |
|---|---|---|---|---|---|---|---|
| 31/12/2014 | |||||||
| Assets | 601,000 | 477,000 | 803,000 | 1,946,000 | 372,000 | 179,000 | 91,000 |
| Liabilities | -412,000 | -180,000 | -1,617,000 | -1,618,000 | -131,000 | 0 | -58,000 |
| Derivatives | 241,000 | 44,000 | -68,000 | -122,000 | -95,000 | 0 | 0 |
| Gap | 430,000 | 341,000 | -882,000 | 206,000 | 146,000 | 179,000 | 33,000 |
| 31/12/2013 | |||||||
| Assets | 753,000 | 485,000 | 836,000 | 2,044,000 | 382,000 | 128,000 | 87,000 |
| Liabilities | -552,000 | -265,000 | -1,809,000 | -1,464,000 | -136,000 | 0 | -53,000 |
| Derivatives | 329,000 | 32,000 | -65,000 | -176,000 | -120,000 | 0 | 0 |
| Gap | 530,000 | 252,000 | -1,038,000 | 404,000 | 126,000 | 128,000 | 34,000 |
The interest rate risk within the CFE group is managed according to the type of activity. As far as the concessions are concerned, the interest rate risk is managed on the basis of two policy approaches: a long-term approach aimed at ensuring and optimizing the economic stability of the concession, and a short-term approach aimed at optimizing the average debt charges. Interest rate swaps are used to hedge the interest rate risk. DEME faces substantial financing levels for the acquisition of dredging vessels. DEME uses interest rate swaps to achieve the best possible balance between financing costs and the volatility of the financial results.
Since the Rent-A-Port group is financed primarily by equity and shareholder loans, the interest rate risk has, by definition, no material impact on the consolidated financial statements of Ackermans & van Haaren.
The financial debts at Van Laere are hedged against rising interest rates by financial instruments (interest rate swap, collar, cap) or loans were taken out at fixed interest rates.
NMP is only to a limited extent subject to any interest rate risk as the interest charges are passed on in full to the users when the pipelines are made available to third parties.
The hedging policy of Leasinvest Real Estate is to ringfence the interest rate risks for approximately 75% of the financial debt for a period of 4-5 years and approximately 50% for the following 5 years. As Leasinvest Real Estate's debt financing is based on a variable interest rate, there is a risk of an increase in financial costs if interest rates escalate. This interest rate risk is covered by financial instruments such as spot & forward interest rate collars and interest rate swaps. The expiration dates of the interest rate coverage fall between 2015 and 2024. The duration amounted to 6.13 years at the end of 2014 (2013: 5.63 years).
Extensa bought cap options in 2010 for a total notional amount of 50 million euros over a 7-year period (2010-2017). This covers at least 30% of the short-term credits, which have increased as a result of a major new residential development in Luxembourg. The study of potential new projects may give rise to a further increase in credits, which means that the hedging policy will probably have to be reviewed in the course of 2015.
Anima Care covers its interest rate risk by borrowing against a fixed interest rate to the maximum extent. At the end of 2014, the outstanding balance in loans with a variable interest rate represented 5.4% of the total financial debt.
The Development Capital segment reported financial debts are entirely attributable to the lease debt of Egemin for the main building. Egemin's interest rate risk is limited to the five-yearly review of the lease debt maturing in 2018.
The financial debts of the AvH & subholdings segment consist of the long-term debt of 60 million euros as a result of the acquisition of 3,066,440 CFE shares from Vinci, and the commercial paper issued by AvH (29.9 million euros). At year-end 2014, there were no outstanding interest rate hedging instruments.
If Euribor rises by 50 BP this will mean an interest charge increase of 1.1 million euros (CFE-DEME), 0.7 million euros (Extensa), 0.4 million euros (Leasinvest Real Estate), 0.02 million euros (Anima Care) and 0.4 million euros (AvH & subholdings). At Van Laere the impact is virtually zero due to hedging or fixed interest rates. However, this does not take into account the impact we would observe on the assets.
| (€ 1,000) I. Interest rate hedges |
Notional amount 2014 |
Book value 2014 |
Notional amount 2013 |
Book value 2013 |
|---|---|---|---|---|
| Assets | ||||
| Fair value hedges - Bank J.Van Breda & C° | 156,364 | 664 | ||
| Cash flow hedges | 234,018 | 12,169 | ||
| Hedging instruments that do not meet the requirements of cash flow hedging | 176,750 | 2,296 | 212,750 | 647 |
| Accrued interest | 71 | 83 | ||
| Total | 2,367 | 13,563 | ||
| Liabilities | ||||
| Fair value hedges - Bank J.Van Breda & C° | 309,052 | -12,029 | 243,519 | -3,617 |
| Cash flow hedges | 891,806 | -59,808 | 1,074,250 | -42,509 |
| Hedging instruments that do not meet the requirements of cash flow hedging | 30,273 | -294 | 105,364 | -3,882 |
| Accrued interest | -338 | -858 | ||
| Total | -72,469 | -50,866 |
| Assets | 283,547 | 6,333 | 35,405 | 926 |
|---|---|---|---|---|
| Liabilities | 467,543 | -10,784 | 330,245 | -6,443 |
| -4,450 | -5,517 |
| Activa | 0 | |
|---|---|---|
| Passiva | -7,624 | |
| -7,624 |
| Reconciliation with consolidated balance sheet | Asset side | Asset side |
|---|---|---|
| Non-current hedging instruments | 2,946 | 2,340 |
| Current hedging instruments | 5,754 | 12,150 |
| 8,700 | 14,490 | |
| Liability side | Liability side | |
| Non-current hedging instruments | -66,308 | -38,933 |
| Current hedging instruments | -24,569 | -18,376 |
| -90,877 | -57,309 |
The interest rate risk of Bank J.Van Breda & C° and the other fully consolidated participations is discussed on pages 171 - 172.
See page 161 for a description of the currency risk. The financial instruments to hedge this risk are used primarily by the fully consolidated participations DEME and Bank J.Van Breda & C°. The currency positions which Bank J.Van Breda & C° holds through forward exchange transactions arise from the activities of its clients. The bank hedges outstanding positions on an interbank basis so that no material exchange rate risk can arise.
The table below gives an overview of the relevant financial instruments used at DEME:
| (€ 1,000) | Notional value | Fair value | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| USD | Other linked to USD |
GBP Pound | Other | Total | USD | Other linked to USD |
GBP Pound | Other | Total | |
| Term purchases | 141,535 | 92,811 | 9,009 | 12,125 | 255,480 | 3,382 | (98) | 168 | 177 | 3,629 |
| Term sales | 307,438 | 50,194 | 4,709 | 69,524 | 431,866 | (8,773) | (395) | (77) | 1,095 | (8,150) |
Commodity risks are also linked to DEME, which hedges against oil price fluctuations by entering into forward contracts.
I. Recognized deferred tax assets and liabilities
| (€ 1,000) | Assets 2014 | Liabilities 2014 | NET 2014 | Assets 2013 | Liabilities 2013 | NET 2013 |
|---|---|---|---|---|---|---|
| Intangible assets | 112 | 33,189 | -33,077 | 22 | 35,394 | -35,372 |
| Tangible assets | 9,544 | 96,145 | -86,602 | 15,312 | 112,390 | -97,078 |
| Investment property | 0 | 247 | -247 | 0 | 282 | -282 |
| Investments | -688 | 2,034 | -2,722 | -1,960 | 1,263 | -3,223 |
| Employee benefits | 12,731 | 3,301 | 9,431 | 13,198 | 2,491 | 10,707 |
| Provisions | 2,564 | 29,520 | -26,956 | 3,282 | 31,385 | -28,104 |
| Financial derivative instruments | 5,619 | -807 | 6,426 | 8,448 | -1,196 | 9,644 |
| Working capital items | 41,513 | 18,743 | 22,771 | 31,306 | 18,065 | 13,241 |
| Tax losses and tax credits / deduction for investment | 82,710 | -1,029 | 83,739 | 106,725 | -2,188 | 108,914 |
| Set-off | -24,118 | -24,118 | 0 | -34,616 | -34,616 | 0 |
| Total | 129,988 | 157,226 | -27,238 | 141,717 | 163,269 | -21,553 |
The allocation of the goodwill on DEME (See Note 5 'Business Combinations') gave rise to the recognition of deferred tax liabilities on Intangible and tangible assets to a total amount of 45.1 million euros at year-end 2013. The item 'Set-off' reflects the set-off between deferred tax assets and liabilities per entity at DEME.
| Unrecognized receivables following tax losses | 72,412 | 72,412 | 65,676 | 65,676 |
|---|---|---|---|---|
| Other unrecognized deferred tax assets (*) | 21,279 | 21,279 | 23,196 | 23,196 |
| Total | 93,691 | 93,691 | 88,872 | 88,872 |
(*) The other unrecognized deferred tax assets principally concern amounts whose recuperation is restricted in time and dependent upon the extent to which taxable results can be achieved within this period. Claims which stem from the reclamation of unapplied taxable fixed income surplus are not mentioned in this overview.
| III. Current and deferred tax expenses (income) | 2014 | 2013 |
|---|---|---|
| Current income tax expense, net | ||
| Current period tax expense | -77,953 | -13,543 |
| Adjustments to current tax of prior periods | 1,251 | 49 |
| Total | -76,702 | -13,495 |
| Deferred taxes, net | ||
| Origination and reversal of temporary differences | -10,369 | -1,640 |
| Additions (use) of tax losses | -995 | -5,850 |
| Other deferred taxes | -269 | 0 |
| Total | -11,633 | -7,491 |
| Total current and deferred tax expenses (income) | -88,335 | -20,985 |
| IV. Reconciliation of statutory tax to effective tax | ||
| Profit (loss) before taxes | 417,611 | 368,676 |
| Profit (loss) of participations accounted for using the equity method (-) | -128,299 | -153,333 |
| Profit (loss) before taxes, excluding result from participations accounted for using the equity method | 289,312 | 215,343 |
| Statutory tax rate (%) | 33.99% | 33.99% |
| Tax expense using the statutory tax rate | -98,337 | -73,195 |
| Tax effect of rates in other jurisdictions | 7,161 | -999 |
| Tax effect of tax-exempt revenues | 21,204 | 64,913 |
| Tax effect of non-deductible expenses | -13,854 | -7,991 |
| Tax effect of tax losses | -14,638 | -554 |
| Tax effect from (under) or over provisions in prior periods | 2,511 | 96 |
| Other increase (decrease) | 7,620 | -3,255 |
| Tax expense using the effective tax rate | -88,335 | -20,985 |
| Profit (loss) before taxes | 417,611 | 368,676 |
| Profit (loss) of participations accounted for using the equity method (-) | -128,299 | -153,333 |
| Profit (loss) before taxes, excluding result from participations accounted for using the equity method | 289,312 | 215,343 |
| Effective tax rate (%) | 30.53% | 9.75% |
As a result of the full consolidation of the interests in DEME, CFE, Rent-A-Port and Rent-A-Port Energy, the income taxes of those companies are from now onwards reflected in AvH's consolidated financial statements; consequently, this item now gives a truer picture of the taxes borne by the group. However, since Delen Investments, Sipef and most of the Development Capital participations are accounted for using the equity method, the real tax cost in this configuration is still underestimated. The tax-exempt revenues mainly relate to (exempt) capital gains and dividends.
| Grant date | Number options granted |
Number options exercised |
Number options expired |
Balance | Exercise price (€) |
Exercise period |
|---|---|---|---|---|---|---|
| 2005 | 44,500 | -39,000 | 5,500 | 27.08 | 01/01/2009 - 24/01/2013 + 5y | |
| 2006 | 46,000 | -32,500 | 13,500 | 46.09 | 01/01/2010 - 03/01/2014 + 5y | |
| 2007 | 45,000 | -20,000 | 25,000 | 62.12 | 01/01/2011 - 08/01/2015 + 5y | |
| 2008 | 46,500 | -4,000 | -2,000 | 40,500 | 66.05 | 01/01/2012 - 02/01/2016 + 5y |
| 2009 | 49,500 | -18,500 | -2,000 | 29,000 | 37.02 | 01/01/2013 - 05/01/2017 |
| 2010 | 49,000 | -7,500 | -2,000 | 39,500 | 52.05 | 01/01/2014 - 04/01/2018 |
| 2011 | 49,000 | -2,500 | 46,500 | 60.81 | 01/01/2015 - 04/01/2019 | |
| 2012 | 47,000 | 47,000 | 56.11 | 01/01/2016 - 03/01/2020 | ||
| 2013 | 49,500 | 49,500 | 61.71 | 01/01/2017 - 03/01/2021 | ||
| 2014 | 49,500 | 49,500 | 82.32 | 01/01/2018 - 02/01/2022 | ||
| 475,500 | -121,500 | -8,500 | 345,500 | |||
AvH's stock option plan, which was approved in March 1999, is intended to provide long-term motivation for executive directors, members of the executive committee and management whose activities are essential to the success of the group. The options give them the right to acquire a corresponding number of shares in Ackermans & van Haaren.
The remuneration committee is responsible for monitoring this plan and selecting the beneficiaries. The options are provided free of charge and their exercise period is 8 years. Within the limits of the Economic Recovery law of 27 March 2009, the company took advantage of the possibility to extend by at most 5 years and at no additional cost the exercise period of the options it had offered between 2 November 2002 and 31 August 2008.
The total value of the outstanding options of 2005-2014 (measured at the fair value when granted) amounts to 5.1 million euros and is calculated by an external party according to an adjusted Black & Scholes model of which the main components are:
| Year of grant |
Share price (€) |
Dividend yield |
Volatility | Interest rate |
Estimated expected lifetime |
Black & Scholes Value (€) |
Beneficiaries turnover |
|---|---|---|---|---|---|---|---|
| 2005 | 28.06 | 1.92% | 20.36% | 3.16% | 6.24 | 6.79 | 1.33% |
| 2006 | 47.60 | 1.37% | 18.10% | 3.23% | 5.95 | 11.94 | 1.33% |
| 2007 | 66.90 | 1.35% | 22.05% | 4.04% | 5.75 | 21.74 | 1.33% |
| 2008 | 65.85 | 1.75% | 20.24% | 4.34% | 5.90 | 17.78 | 1.33% |
| 2009 | 37.02 | 2.66% | 42.84% | 3.39% | 6.50 | 15.47 | 1.33% |
| 2010 | 52.23 | 2.66% | 34.34% | 3.28% | 7.29 | 16.53 | 1.33% |
| 2011 | 63.80 | 2.26% | 23.42% | 2.82% | 7.22 | 15.77 | 1.33% |
| 2012 | 58.99 | 3.26% | 31.65% | 2.14% | 7.40 | 15.13 | 1.33% |
| 2013 | 63.62 | 3.26% | 25.00% | 1.27% | 7.84 | 11.26 | 1.33% |
| 2014 | 83.69 | 2.27% | 21.00% | 1.78% | 7.79 | 15.35 | 1.33% |
In 2014, 49,500 new stock options were granted with an exercise price of 82.32 euros per share. The fair value when granted was fixed at 0.8 million euros and is recorded in the profit and loss account over the vesting period of 4 years.
To cover the outstanding option obligations, AvH (& subholdings) has a total of 380,000 treasury shares in portfolio.
The beneficiaries of the option plans of Van Laere, Delen Private Bank, Bank J.Van Breda & C°, BDM, ASCO and Anima Care have a put option on the respective parent companies Anfima, Delen Investments, Finaxis and AvH (these companies have call options and a pre-emption right to prevent the shares from being transferred to third parties).
These option plans concern shares which are not listed on a stock exchange and whose value is determined in the option plan. The valuation of the option price is (depending on the option plan) based on the growth of the equity, a multiple on the growth of the consolidated profit or a market valuation of the company.
In conformity with IFRS 2, the impact of these option and warrant plans are included in the debts based on the best possible assessment. These debts are reviewed as a result of an exercise, a regranting or modification of the parameters. These in- or decreases of the debt result respectively in a loss or profit in the income statement.
The total debt of the option and warrant plans of the fully consolidated subsidiaries as of 31 December 2014 amounts to 10.1 million euros, included in the other long-term debts.
In 2014, AvH sold 34,500 treasury shares and purchased 56,000 shares as part of the stock option plan for its personnel. As at December 31, 2014, there were a total of 345,500 stock options outstanding. To hedge that obligation, AvH (together with subsidiary Brinvest) had a total of 380,000 shares in portfolio.
In addition, 694,218 AvH shares were purchased and 694,699 AvH shares sold in 2014 as part of the agreement that AvH had concluded with Kepler Cheuvreux to support the liquidity of the AvH share. Kepler Cheuvreux acts entirely autonomously in those transactions, but as they are carried out on behalf of AvH, the net sale of 481 AvH shares in this context has an impact on AvH's equity.
| Treasury shares as part of the stock option plan |
2014 | 2013 |
|---|---|---|
| Opening balance | 358,500 | 355,500 |
| Acquisition of treasury shares | 56,000 | 75,000 |
| Disposal of treasury shares | -34,500 | -72,000 |
| Ending balance | 380,000 | 358,500 |
| Treasury shares as part of the liquidity contract |
2014 | 2013 |
|---|---|---|
| Opening balance | 3,025 | 0 |
| Acquisition of treasury shares | 694,218 | 183,287 |
| Disposal of treasury shares | -694,699 | -180,262 |
| Ending balance | 2,544 | 3,025 |
| I. Rights and commitments not reflected in the balance sheet, excluding CFE-DEME | ||
|---|---|---|
| (€ 1,000) | 2014 | 2013 |
| Amount of personal guarantees, given or irrevocably promised by the enterprises included in the consolidation, as security for debts or commitments |
182,388 | 130,997 |
| Amount of real guarantees, given or irrevocably promised by the enterprises included in the consolidation on their own assets, as security for debts and commitments of enterprises included in the consolidation |
379,945 | 331,427 |
| Goods and values, not disclosed in the balance sheet, held by third parties in their own name but at risk to and for the benefit of the enterprise | 16,516 | 13,870 |
| Commitments to acquire fixed assets | 34,952 | 29,175 |
| Commitments to dispose of fixed assets | 239,482 | 241,713 |
| Rights and commitments not reflected in the balance sheet of banks (Bank J.Van Breda & C°) | ||
| - Loan commitments | 323,883 | 328,530 |
| - Financial guarantees | 62,266 | 51,150 |
| - Repo transactions + collateral | 101,835 | 179,565 |
The personal guarantees in 2014 are represented by 37.2 million euros in guarantees for Extensa real estate projects, 72.4 million euros in guarantees for construction sites of Algemene Aannemingen Van Laere, 7.9 million euros in guarantees for Egemin projects and 8.5 million euros in the scope of Rent-A-Port development projects. The balance of 56.4 million euros concerns guarantees entered into by AvH & subholdings (including development capital) relating to the sale of participations.
The real guarantees concern 87.7 million euros in guarantees put up by Extensa in relation to its activities in land and real estate development. In addition, there are 187.7 million euros in guarantees from Anima Care for real estate financing and 9.3 million euros from NMP in pledge for transport agreements. The balance is for guarantees from Algemene Aannemingen Van Laere (18.3 million euros) and AvH & subholdings (pledging of Hertel shares for 77.0 million euros).
The subcontractors of Algemene Aannemingen Van Laere have provided guarantees totalling 16.5 million euros.
The commitments to acquire fixed assets concern among others options as part of stock option plans with AvH & subholdings, Development Capital and Private Banking or options as part of shareholders' agreements within Development Capital.
The commiments to dispose of fixed assets are for call options on the assets of AvH & subholdings (including Development Capital) for the amount of 176.3 million euros. The agreed purchase options on lease contracts and on investment property for Extensa Group and Leasinvest Real Estate explain the remaining 63.2 million euros.
| (€ 1,000) | 2014 | 2013 * |
|---|---|---|
| Commitments | ||
| Performance guarantees and performance bonds (a) | 903,231 | 821,118 |
| Bid bonds (b) | 9,916 | 30,977 |
| Repayment of advance payments (c) | 19,731 | 17,453 |
| Retentions (d) | 22,365 | 58,132 |
| Deferred payments to subcontractors and suppliers (e) | 5,220 | 29,596 |
| Other commitments given - including 132,587 ('000) of corporate guarantees at DEME | 239,354 | 209,410 |
| Amount of real guarantees, given or irrevocably promised by the enterprises included in the consolidation on their own assets, as security for debts and commitments of enterprises included in the consolidation (f) |
354,054 | 483,391 |
| Total | 1,553,871 | 1,650,077 |
| Rights | ||
| Performance guarantees and performance bonds | 61,403 | 36,994 |
| Other commitments received | 43,346 | 12,029 |
| Total | 104,749 | 49,023 |
* restated in line with the amended IFRS standards IFRS10/IFRS 11.
(a) Guarantees given in relation to the performance of works contracts. If the construction entity fails to perform, the bank (or insurance company) undertakes to compensate the customer to the extent of the guarantee.
(b) Guarantees provided as part of tenders.
(c) Guarantees provided by a bank to a customer guaranteeing the repayment of advance payments in relation to contracts (mainly at DEME).
(d) Security provided by a bank to a client to replace the use of retention money.
(e) Guarantee covering the settlement of a liability to a supplier or subcontractor.
(f) Collateral security worth 354 million euros recognized by DEME as part of the financing for the fleet.
| I. Average number of persons employed | 2014 | 2013 |
|---|---|---|
| Employees and management personnel | 5,326 | 1,515 |
| Workers | 4,770 | 456 |
| II. Personnel charges |
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| Remuneration and social charges | -704,746 | -119,297 |
| Pension expenses (defined contribution and defined benefit plans) | -14,953 | -4,892 |
| Share based payment | -4,096 | -1,984 |
| Total | -723,794 | -126,172 |
The full consolidation of DEME, CFE and, to a lesser extent, Rent-A-Port accounts for the significant increase in the headcount. At the headquarters of Ackermans & van Haaren 32 persons are employed.
| Total pension assets | 3,624 | 2,261 | |
|---|---|---|---|
| Total pension obligations | -46,664 | -44,743 | |
| Other pension obligations (early retirement) | -4,009 | -3,269 | |
| Defined benefit pension plans | -42,654 | -41,474 | |
| (€ 1,000) | 2014 | 2013 |
| I. Defined benefit pension plans | 2014 | 2013 |
|---|---|---|
| 1. Components of defined benefit plan assets and liabilities | ||
| Net funded defined benefit plan obligation (asset) | -39,030 | -39,213 |
| Present value of wholly or partially funded obligation (-) | -167,125 | -145,208 |
| Fair value of plan assets | 128,095 | 105,995 |
| Defined benefit plan obligation (asset), total | -39,030 | -39,213 |
| Liabilities (-) | -42,654 | -41,474 |
| Assets | 3,624 | 2,261 |
| Movements in defined benefit plan assets (obligations) as recorded in the balance sheet | ||
| Net defined benefit plan asset (obligation) recorded in the balance sheet, opening balance | -39,213 | -1,029 |
| Increase from business combinations | -39,458 | |
| Net defined benefit cost recorded in the income statement | -6,905 | -1,055 |
| Net defined benefit cost recorded in 'Other Comprehensive Income' | -561 | 1,985 |
| Contributions from employer / employee | 7,897 | 235 |
| Other increase (decrease) | -248 | 109 |
| Net defined benefit plan asset (obligation) recorded in the balance sheet, ending balance | -39,030 | -39,213 |
| 2a. Net defined benefit cost recorded in the income statement | -6,905 | -1,055 |
| Current service cost | -5,417 | -510 |
| Interest cost on the defined benefit obligation | -4,768 | -245 |
| Interest income on plan assets (-) | 3,713 | 423 |
| Past service cost | -434 | -723 |
| 2b. Net defined benefit cost recorded in 'Other Comprehensive Income' | -561 | 1,985 |
| Actuarial (gains)/losses recognised in 'Other Comprehensive Income' | -20,298 | 457 |
| Return on plan assets, excluding interest income (-) | 17,930 | 260 |
| Exchange differences | 0 | 0 |
| Other | 1,807 | 1,268 |
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| 3a. Movements in defined benefit plan obligations | ||
| Defined benefit plan obligations recorded in the balance sheet, opening balance | -145,208 | -7,508 |
| Increase from business combinations | -136,782 | |
| Current service cost | -5,417 | -510 |
| Interest cost | -4,768 | -245 |
| Contributions from employee | -987 | -20 |
| Benefit payments (-) | 10,464 | 121 |
| Remeasurement (gains)/losses (net) | -20,298 | 457 |
| of which: actuarial (gains)/losses on DBO arising from changes in demographic assumptions | 0 | 0 |
| of which: actuarial (gains)/losses on DBO arising from changes in financial assumptions | -20,788 | 415 |
| of which: actuarial (gains)/losses on DBO arising from experience | 491 | 42 |
| Past service cost | -1,641 | -723 |
| Other increase (decrease) | 728 | 3 |
| Defined benefit plan obligations recorded in the balance sheet, ending balance | -167,125 | -145,208 |
| 3b. Movements in plan assets | ||
| Fair value of the plan assets, opening balance | 105,995 | 6,479 |
| Increase from business combinations | 97,324 | |
| Return on plan assets excluding interest income | 17,930 | 260 |
| Interest income on plan assets | 3,713 | 423 |
| Contributions from employer / employee | 8,203 | 255 |
| Benefit payments (-) | -9,017 | -121 |
| Other increase (decrease) | 1,272 | 1,375 |
| Fair value of the plan assets, ending balance | 128,095 | 105,995 |
| 4. Principal actuarial assumptions | ||
| Discount rate used | 2.3% | 3.4% |
| Expected rate of salary increase | 2.8%<60j - 1.8% > 60j | 3%<60j - 2% > 60j |
| Inflation | 1.8% | 2.0% |
| Mortality tables | MR/FR | MR/FR |
| 5. Other information | ||
| Term (in years) | 12.60 | 11.62 |
| Average actual return on plan assets | 22.0% | 4.8% |
| Expected contribution in next financial year | 7,789 | 8,657 |
| 6. Sensitivity analysis | ||
| Discount rate | ||
| 25 base point increase | -3.3% | -2.9% |
| 25 base point decrease | +3.6% | +2.9% |
| Expected rate of salary increase | ||
| 25 base point increase | +2.5% | +2.0% |
| 25 base point decrease | -0.3% | -1.8% |
The defined benefit pension plans increased substantially following the acquisition of control over CFE (and DEME) at the end of 2013. Like the other pension plans (primarily AvH and ABK bank), the pension plans of CFE are virtually all underwritten by insurers in class 21 (life insurance policies with guaranteed interest rate). The contribution from CFE/DEME prevails over the aforementioned actuarial assumptions. The high return on the pension assets is partly explained by the change of measurement method: from now on, the pension assets are measured as the minimum of the mathematical reserves and the actuarially discounted value of the reserves outstanding at the insurer.
| II. Defined contribution pension plans | 2014 | 2013 |
|---|---|---|
| Total charges recognized in the income statement | -9,261 | -4,400 |
The higher costs of the 'defined contribution' pension plans are also explained by the acquisition of control over CFE (and DEME) at year-end 2013. These 'defined contribution' pension plans were taken out primarily for the benefit of employees of DEME, CFE, Bank J.Van Breda & C°, Egemin, and AvH & subholdings.
These plans are underwritten by insurers in class 21 (life insurance policies with guaranteed interest rate). Belgian law requires employers under the defined contribution plans to guarantee a minimum interest rate of 3.25% on their own contributions to the plans and of 3.75% on the contributions of the beneficiaries. Based on the latest information from the insurers, the guaranteed minimum reserves are entirely in line with the accumulated (mathematical) reserves and the pension plan assets amounted to an accumulated total of 68.8 million euros.
| I. Related parties, excluding CFE - DEME | ||||||||
|---|---|---|---|---|---|---|---|---|
| (€ 1,000) | Financial year 2014 | Financial year 2013 | ||||||
| Subsidiaries | participations Associated |
related parties Other |
TOTAL 2014 | Subsidiaries | participations Associated |
related parties Other |
TOTAL 2013 | |
| 1. Assets with related parties - balance sheet | ||||||||
| Financial fixed assets | 23,994 | 0 | 0 | 23,994 | 32,621 | 19 | 0 | 32,640 |
| Receivables and warranties: gross amount | 28,994 | 28,994 | 32,621 | 19 | 32,640 | |||
| Receivables and warranties: impairment | -5,000 | -5,000 | ||||||
| Amounts receivable | 76,894 | 11,460 | 0 | 88,354 | 63,742 | 0 | 0 | 63,742 |
| Trade debtors | 2,191 | 1,955 | 4,147 | 5,297 | 5,297 | |||
| Other receivables: gross amount | 74,703 | 9,504 | 84,207 | 58,445 | 58,445 | |||
| Other receivables: impairment | 0 | 0 | ||||||
| Banks - receivables from credit institutions & clients | 2,678 | 1,854 | 0 | 4,532 | 3,172 | 1,016 | 0 | 4,188 |
| Deferred charges & accrued income | 2,266 | 155 | 0 | 2,422 | 2,362 | 58 | 0 | 2,420 |
| TOTAL | 105,833 | 13,469 | 0 | 119,302 | 101,898 | 1,093 | 0 | 102,990 |
| 2. Liabilities with related parties - balance sheet | ||||||||
| Financial debts | 1,004 | 307 | 0 | 1,311 | 3,390 | 0 | 0 | 3,390 |
| Subordinated loans | 0 | 0 | ||||||
| Other financial debts | 1,004 | 307 | 1,311 | 3,390 | 3,390 | |||
| Other debts | 5,454 | 794 | 0 | 6,248 | 7,392 | 19 | 0 | 7,411 |
| Trade payables | 898 | 269 | 1,166 | 2,842 | 19 | 2,861 | ||
| Other amounts payable | 4,556 | 526 | 5,082 | 4,549 | 4,549 | |||
| Banks - debts to credit institutions, clients & securities |
33,561 | 1,527 | 0 | 35,088 | 31,151 | 1,492 | 0 | 32,643 |
| Accrued charges and deferred income | 14 | 61 | 0 | 75 | 17 | 96 | 0 | 113 |
| TOTAL | 40,033 | 2,689 | 0 | 42,722 | 41,949 | 1,607 | 0 | 43,557 |
| 3. Transactions with related parties - income statement | ||||||||
| Revenue | 37,443 | 3,464 | 3 | 40,911 | 45,202 | 92 | 3 | 45,297 |
| Rendering of services | 211 | 3,459 | 3 | 3,674 | 1,285 | 3 | 1,288 | |
| Real estate revenue | 340 | 340 | 494 | 494 | ||||
| Interest income of banking activities | 98 | 40 | 138 | 117 | 37 | 154 | ||
| Commissions receivable of banking activities | 19,349 | -35 | 19,314 | 16,098 | -33 | 16,065 | ||
| Revenue from construction contracts | 17,445 | 17,445 | 27,207 | 27,207 | ||||
| Other operating revenue | 0 | 88 | 88 | |||||
| Other operating income | 621 | 108 | 0 | 729 | 676 | 72 | 409 | 1,157 |
| Interest on financial fixed assets - receivables | 612 | 612 | 667 | 667 | ||||
| Dividends | 0 | 409 | 409 | |||||
| Other operating income | 9 | 108 | 117 | 9 | 72 | 81 | ||
| Operating expenses (-) | -5,166 | -5,085 | 0 | -10,251 | -185 | -4,670 | 0 | -4,855 |
| Interest expenses Bank J.Van Breda & C° (-) | -29 | -107 | -136 | -26 | -58 | -84 | ||
| Impairment losses (-) | -5,000 | -5,000 | 0 | |||||
| Other operating expenses (-) | -137 | -4,978 | -5,115 | -159 | -4,612 | -4,771 | ||
| Finance income | 2,742 | 87 | 0 | 2,829 | 2,802 | 0 | 0 | 2,802 |
| Interest income | 2,632 | 87 | 2,720 | 2,618 | 2,618 | |||
| Other finance income | 110 | 110 | 184 | 184 | ||||
| Finance costs (-) | -100 | -20 | 0 | -120 | -121 | 0 | 0 | -121 |
| Interest expenses | -100 | -20 | -120 | -121 | -121 |
The loans that AvH (and subholdings) and Sofinim have granted to participations that are not fully consolidated are included in the table on page 179. The interest rate charged for these intra-group loans is at arm's length. The same applies for financing loans that Extensa (and to a lesser amount) Van Laere grant to its equity-method subsidiaries.
Through the full consolidation of Bank J.Van Breda & C° and the inclusion of Delen Investments using the equity method, the commercial paper of Bank J.Van Breda & C° held by Delen Private Bank totalling 27.0 million euros is reported as a debt of Bank J.Van Breda & C° to a related party. The loan that Bank J.Van Breda & C° granted to Anima Care (0.7 million euros) in the context of its activities in residential care centres is included in both the receivables and the payables to related parties. The construction work carried out by Van Laere for Anima Care and Tour & Taxis is contained in the item "Revenue from construction contracts".
-Ackermans & van Haaren (AvH) owns 15,289,521 shares of CFE and as a result is the primary shareholder of CFE with 60.40% of the total number of shares.
-D.E.M.E. NV concluded a service contract with Ackermans van Haaren NV on November 26, 2001. The amounts due by DEME, subsidiary of CFE at 100%, in accordance with this contract amounts to 1.1 million euros and are fully paid for 2014.
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| Assets with related parties CFE-DEME | 240,276 | 292,167 |
| Non current financial assets | 107,389 | 70,338 |
| Trade and other receivables | 126,468 | 183,022 |
| Other current assets | 6,419 | 38,807 |
| Liabilities with related parties CFE-DEME | 61,244 | 44,146 |
| Other non current liabilities | 6,276 | 3,052 |
| Trade and other liabilities | 54,968 | 41,094 |
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| Revenues and expenses with related parties CFE-DEME | 98,731 | 96,282 |
| Revenue and revenue from auxiliary activities | 128,004 | 107,111 |
| Purchases and other operating expenses | (32,464) | (13,760) |
| Net financial income/(expense) | 3,191 | 2,931 |
| III. Remuneration (€ 1,000) | 2014 | 2013 |
|---|---|---|
| Remuneration of the directors | ||
| Tantièmes at the expense of AvH | 400 | 278 |
| Remuneration of the members of the executive committee | ||
| Fixed remuneration | 2,469 | 2,309 |
| Variable remuneration | 1,938 | 1,829 |
| Share based payment | 341 | 243 |
| Group and hospitalisation insurance | 845 | 506 |
| Benefits in kind (company car) | 42 | 43 |
| AvH | Subsidiaries(1) | AvH | Subsidiaries(1) | |||
|---|---|---|---|---|---|---|
| (€ 1,000) | Total 2014 | Total 2013 | ||||
| The statutory mandate | 46 | 737 | 784 | 46 | 656 | 703 |
| Special missions | ||||||
| - other control missions | 10 | 10 | 23 | 23 | ||
| - tax advice | 8 (2) | 94 | 102 | 7 | 197 | 203 |
| - other missions than statutory | 39 (2) | 54 | 93 | 18 | 146 | 164 |
| Total | 93 | 895 | 989 | 71 | 1,022 | 1,093 |
(1) Including jointly controlled subsidiaries accounted for using the equity method.
(2) An additional fee of 8,090 euros (excl. VAT) was paid to Ernst & Young Tax Consultants CV for tax advice and 38,820 euros (excl. VAT) to Ernst & Young Bedrijfsrevisoren for various other missions, primarily in connection with the acquisition of control over CFE-DEME by Ackermans & van Haaren.
| I. Continued and discontinued operations | 2014 | 2013 |
|---|---|---|
| Net consolidated profit, share of the group (€ 1,000) | 215,125 | 293,901 |
| Weighted average number of shares (1) | 33,124,870 | 33,138,392 |
| Basic earnings per share (€) | 6.49 | 8.87 |
| Net consolidated profit, share of the group (€ 1,000) | 215,125 | 293,901 |
| Weighted average number of shares (1) | 33,124,870 | 33,138,392 |
| Impact stock options | 144,427 | 63,128 |
| Adjusted weighted average number of shares | 33,269,297 | 33,201,520 |
| Diluted earnings per share (€) | 6.47 | 8.85 |
| II. Continued activities | 2014 | 2013 |
| Net consolidated profit from continued activities, share of the group (€ 1,000) | 215,125 | 293,901 |
| Weighted average number of shares (1) | 33,124,870 | 33,138,392 |
| Basic earnings per share (€) | 6.49 | 8.87 |
| Net consolidated profit from continued activities, share of the group (€ 1,000) | 215,125 | 293,901 |
| Weighted average number of shares (1) | 33,124,870 | 33,138,392 |
| Impact stock options | 144,427 | 63,128 |
| Adjusted weighted average number of shares | 33,269,297 | 33,201,520 |
| Diluted earnings per share (€) | 6.47 | 8.85 |
(1) Based on number of shares issued, adjusted for treasury shares in portfolio.
| (€ 1,000) i. Determined and paid out during the year |
2014 | 2013 |
|---|---|---|
| Dividend on ordinary shares: | ||
| - Final dividend 2013: 1.70 euros per share (2012: 1.67 euros per share) (1) | -56,361 | -55,349 |
| ii. Proposed for approval by the general meeting | ||
| Dividend on ordinary shares: | ||
| - Final dividend 2014: 1.82 euros per share (1) | -60,268 | |
| III. Dividend per share (€) | ||
| Gross | 1.8200 | 1.7000 |
| Net | 1.3650 | 1.2750 |
(1) Excluding dividend disbursement to treasury shares held by AvH & subholdings.
Statutory auditor's report to the general meeting of shareholders of Ackermans & van Haaren NV ON THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2014
In accordance with the legal requirements, we report to you in the context of our statutory auditor's mandate. This report includes our opinion on the consolidated balance sheet as at 31 December 2014, the consolidated income statement and the consolidated of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year ended 31 December 2014 and the notes ( all elements together "the Consolidated Financial Statements"), and includes as well our report on other legal and regulatory requirements.
We have audited the Consolidated Financial Statements of Ackermans & van Haaren NV ("the Company") and its subsidiaries (together "the Group") as of and for the year ended 31 December 2014, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, which show a consolidated balance sheet total of 11,489,375,(000) euros and of which the consolidated income statement shows a profit for the year (attributable to the owners of the Company) of 215,125,(000) euros.
The Board of Directors is responsible for the preparation of Consolidated Financial Statements that give a true and fair view in accordance with the International Financial Reporting Standards as adopted by the European Union. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation of Consolidated Financial Statements that give a true and fair view and that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the given circumstances.
Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the Group's preparation and presentation of the Consolidated Financial Statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. An audit also includes evaluating the appropriateness of accounting policies used, the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.
We have obtained from the Board of Directors and the Company's officials the explanations and information necessary for performing our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the Consolidated Financial Statements of the Group as at 31 December 2014 give a true and fair view of the consolidated net equity and financial position, as well as its consolidated results and its consolidated cash flows for the year then ended in accordance with the International Financial Reporting Standards as adopted by the European Union.
The Board of Directors is responsible for the preparation and the content of the Board of Director's report on the Consolidated Financial Statements, in accordance with article 119 of the Belgian Company Code.
In the context of our mandate and in accordance with the additional standard issued by the 'Instituut van de Bedrijfsrevisoren/Institut des Réviseurs d'Entreprises' as published in the Belgian Gazette on 28 August 2013 (the "Additional Standard"), it is our responsibility to perform certain procedures to verify, in all material respects, compliance with certain legal and regulatory requirements, as defined in the Additional Standard. On this basis, we make the following additional statement, which does not modify the scope of our opinion on the Consolidated Financial Statements:
• The Board of Director's report to the Consolidated Financial Statements includes the information required by law, is consistent with the Consolidated Financial Statements and does not present any material inconsistencies with the information that we became aware of during the performance of our mandate.
Antwerp, 27 March 2015
Ernst & Young Bedrijfsrevisoren BCVBA Statutory auditor represented by
Marnix Van Dooren Partner
* Permanent representative of Marnix Van Dooren & Co BVBA
In accordance with article 105 of the Company Law, the statutory annual accounts of Ackermans & van Haaren, are presented in short form. In accordance with article 98 and 100 of the Company Law, the full annual accounts, the annual report of the board of directors and the report of the statutory auditor are filed with the National Bank of Belgium. The statutory auditor has given an unqualified opinion regarding the statutory accounts.
The annual accounts, the annual report of the board of directors and the report of the statutory auditor are available at the registered office of the company upon simple request.
The statutory annual accounts are prepared in accordance with the Belgian General Accounting Principles.
Address: Begijnenvest 113 - 2000 Antwerp, Belgium - Phone: +32 3 231 87 70 - Fax: +32 3 225 25 33 - E-mail: [email protected]
| (€ 1,000) | Note | 2014 | 2013 | 2012 |
|---|---|---|---|---|
| Assets | ||||
| Fixed assets | 2,319,157 | 2,323,153 | 2,360,286 | |
| I. Formation expenses | ||||
| II. Intangible assets | 74 | 96 | 0 | |
| III. Tangible assets | (1) | 11,324 | 11,772 | 12,382 |
| A. Land and buildings | 7,707 | 8,042 | 8,378 | |
| C. Furniture and vehicles | 1,167 | 1,180 | 1,324 | |
| D. Leasing and other similar rights | 0 | 0 | 32 | |
| E. Other tangible assets | 2,450 | 2,549 | 2,648 | |
| F. Assets under construction and advanced payments | ||||
| IV. Financial assets | 2,307,759 | 2,311,286 | 2,347,905 | |
| A. Affiliated enterprises | (2) | 2,127,037 | 2,129,936 | 2,166,225 |
| 1. Participating interests | 2,123,818 | 2,121,779 | 2,163,151 | |
| 2. Amounts receivable | 3,219 | 8,157 | 3,073 | |
| B. Other enterprises linked by participating interests | 172,861 | 172,840 | 172,417 | |
| 1. Participating interests | 172,861 | 172,840 | 172,417 | |
| 2. Amounts receivable | 0 | 0 | 0 | |
| C. Other financial assets | 7,861 | 8,510 | 9,263 | |
| 1. Shares | 7,854 | 8,508 | 9,261 | |
| 2. Amounts receivable and cash guarantees | 8 | 2 | 2 | |
| Current assets | 77,158 | 57,421 | 64,110 | |
| V. Amounts receivable after more than one year | ||||
| A. Trade receivables | ||||
| B. Other amounts receivable | ||||
| VI. Stocks and contracts in progress | ||||
| A. Stocks | ||||
| 1. Raw materials and consumables | ||||
| 2. Work in progress | ||||
| 3. Finished goods | ||||
| 4. Goods purchased for sale | ||||
| 5. Immovable property acquired or constructed for resale | ||||
| 6. Advance payments | ||||
| B. Contracts in progress | ||||
| VII. Amounts receivable within one year | (3) | 27,416 | 8,563 | 8,011 |
| A. Trade receivables | 3,682 | 3,461 | 3,282 | |
| B. Other amounts receivable | 23,734 | 5,102 | 4,729 | |
| VIII. Investments | (4) | 44,724 | 44,217 | 50,243 |
| A. Treasury shares | 21,600 | 18,262 | 16,225 | |
| B. Other investments and deposits | 23,124 | 25,955 | 34,018 | |
| IX. Cash at bank and in hand | 4,670 | 4,366 | 5,530 | |
| X. Deferred charges and accrued income | 348 | 275 | 326 | |
| total assets |
2,396,315 | 2,380,575 | 2,424,397 |
| (€ 1,000) | Note | 2014 | 2013 | 2012 |
|---|---|---|---|---|
| Liabilities | ||||
| Equity | (5) | 1,424,610 | 1,425,789 | 1,638,622 |
| I. Capital | 2,295 | 2,295 | 2,295 | |
| A. Issued capital | 2,295 | 2,295 | 2,295 | |
| B. Uncalled capital (-) | ||||
| II. Share premium account | 111,612 | 111,612 | 111,612 | |
| III. Revaluation surplus | ||||
| IV. Reserves | 71,514 | 66,054 | 60,113 | |
| A. Legal reserve | 248 | 248 | 248 | |
| B. Reserves not available for distribution | 21,634 | 18,297 | 16,260 | |
| 1. Own shares | 21,600 | 18,262 | 16,225 | |
| 2. Other | 35 | 35 | 35 | |
| C. Untaxed reserves | ||||
| D. Reserves available for distribution | 49,631 | 47,509 | 43,605 | |
| V. Profit carried forward | 1,239,188 | 1,245,829 | 1,464,602 | |
| Loss carried forward (-) | ||||
| VI. Investment grants | ||||
| Provisions and deferred taxation | 4 | 118 | 157 | |
| VII. A. Provisions for liabilities and charges | 4 | 118 | 157 | |
| 1. Pensions and similar obligations | 4 | 118 | 157 | |
| 2. Taxation | ||||
| 3. Major repairs and maintenance | ||||
| 4. Other liabilities and charges | ||||
| B. Deferred taxation | ||||
| Creditors | 971,701 | 954,667 | 785,618 | |
| VIII. Amounts payable after more than one year | 60,000 | 87,990 | 19 | |
| A. Financial debts | (6) | 60,000 | 87,990 | 19 |
| B. Trade debts | ||||
| C. Advances received on contracts in progress | ||||
| D. Other amounts payable | ||||
| IX. Amounts payable within one year | 909,739 | 864,185 | 782,422 | |
| A. Current portion of amounts payable after more than one year | 0 | 0 | 17 | |
| B. Financial debts | (7) | 844,687 | 803,248 | 722,856 |
| 1. Credit institutions | ||||
| 2. Other loans | 844,687 | 803,248 | 722,856 | |
| C. Trade debts | 429 | 697 | 404 | |
| 1. Suppliers | 429 | 697 | 404 | |
| E. Taxes, remuneration and social security | 2,632 | 2,313 | 2,124 | |
| 1. Taxes | 156 | 153 | 173 | |
| 2. Remuneration and social security | 2,476 | 2,160 | 1,951 | |
| F. Other amounts payable | (8) | 61,991 | 57,927 | 57,021 |
| X. Accrued charges and deferred income | 1,962 | 2,493 | 3,177 | |
| TOTAL LIABILITIES | 2,396,315 | 2,380,575 | 2,424,397 |
| (€ 1,000) | Note | 2014 | 2013 | 2012 |
|---|---|---|---|---|
| Charges | ||||
| A. Interests and other debt charges | (9) | 7,237 | 6,649 | 8,556 |
| B. Other financial charges | (10) | 1,246 | 2,633 | 1,073 |
| C. Services and other goods | 8,686 | 7,068 | 6,615 | |
| D. Remuneration, social security costs and pensions | 2,373 | 2,359 | 2,457 | |
| E. Other operating charges | 260 | 240 | 263 | |
| F. Depreciation of and other amounts written off on formation expenses, intangible and tangible assets |
657 | 640 | 686 | |
| G. Amounts written off | 5,419 | 3,357 | 0 | |
| 1. Financial assets | 5,011 | 3,357 | 0 | |
| 2. Current assets | 408 | 0 | 0 | |
| H. Provisions for liabilities and charges | 0 | 0 | 0 | |
| I. Loss on disposal of | 515 | 189,001 | 1,358 | |
| 1. Intangible and tangible assets | 0 | 1 | 6 | |
| 2. Financial assets | 20 | 187,788 | 745 | |
| 3. Current assets | 495 | 1,212 | 607 | |
| J. Extraordinary charges | 0 | 0 | 839 | |
| K. Income taxes | 4 | 4 | 5 | |
| L. Profit for the period | 60,278 | 0 | 40,122 | |
| M. Transfer to the untaxed reserves | ||||
| N. Profit for the period available for appropriation | 60,278 | 0 | 40,122 | |
| Appropriation account | ||||
| A. Profit to be appropriated | 1,306,107 | 1,309,115 | 1,520,820 | |
| 1. Profit for the period available for appropriation | 60,278 | -155,488 | 40,122 | |
| 2. Profit brought forward | 1,245,829 | 1,464,602 | 1,480,698 | |
| (€ 1,000) Note |
2014 | 2013 | 2012 |
|---|---|---|---|
| Income | |||
| A. Income from financial assets | 78,199 | 46,943 | 49,784 |
| 1. Dividends (11) |
76,535 | 45,535 | 47,927 |
| 2. Interests | 310 | 273 | 694 |
| 3. Tantièmes | 1,354 | 1,134 | 1,164 |
| B. Income from current assets | 1,289 | 1,219 | 1,478 |
| C. Other financial income | 4 | 0 | 0 |
| D. Income from services rendered | 4,599 | 4,344 | 4,338 |
| E. Other operating income | 361 | 447 | 338 |
| F. Write back to depreciation of and to other amounts written off | |||
| intangible and tangible assets | |||
| G. Write back to amounts written off (12) |
219 | 3,184 | 5,745 |
| 1. Financial assets | 116 | 313 | 1,027 |
| 2. Current assets | 103 | 2,871 | 4,718 |
| H. Write back to provisions for liabilities and charges | 113 | 39 | 157 |
| I. Gain on disposal of (12) |
1,890 | 288 | 133 |
| 1. Tangible and intangible assets | 7 | 0 | 0 |
| 2. Financial assets | 836 | 86 | 133 |
| 3. Current assets | 1,047 | 202 | 0 |
| J. Extraordinary income | 0 | 0 | 0 |
| K. Regularisation of income taxes and write back to tax provisions | |||
| L. Loss for the period | 0 | 155,488 | 0 |
| M. Transfer from untaxed reserves | |||
| N. Loss for the period available for appropriation | 0 | 155,488 | 0 |
| Appropriation account | |||
| C. Transfers to capital and reserves | 5,460 | 5,941 | 0 |
| 3. To other reserves | 5,460 | 5,941 | 0 |
| D. Result to be carried forward | 1,239,188 | 1,245,829 | 1,464,602 |
| 1. Profit to be carried forward | 1,239,188 | 1,245,829 | 1,464,602 |
| F. Distribution of profit | 61,458 | 57,345 | 56,217 |
| 1. Dividends | 60,964 | 56,945 | 55,940 |
| 2. Tantièmes | 494 | 400 | 278 |
| Total | 1,306,107 | 1,309,115 | 1,520,820 |
Begijnenvest 113, 2000 Antwerp, Belgium VAT BE 0404.616.494 RPR Antwerp
The company was incorporated on 30 December 1924 by notarial deed, published in full in the Annexes to the Belgian Official Gazette of 15 January 1925 under number 566. The by-laws have been modified several times and for the last time by notarial deed of 26 November 2014, published by excerpt in the Annexes to the Belgian Official Gazette of 16 December 2014, under number 14223121.
Limited liability company under Belgian law, making or having made a public offering of securities within the meaning of article 438 of the Company Code.
The statutory purpose of the company includes the following:
tures, digging, and the general contracting of construction works, as well as the re-floating of boats and ships;
The company may carry out all civil, commercial, industrial and financial activities as well as activities relating to real and movable property that are linked, directly or indirectly, to its statutory purpose or that may enhance the realization thereof. The company may provide securities or guarantee in favor of companies, enterprises, businesses or associations in which it has a participation, act as representative or agent, provide advances, credit facilities and mortgages or other securities.
The company's activities may be carried out both abroad and in Belgium.
The statutory and consolidated annual accounts of the company are deposited with the National Bank of Belgium. A coordinated version of the company bylaws can be consulted with the clerk of the Commercial Court of Antwerp. The annual financial report is sent to the registered shareholders and to anyone who so requests. The coordinated version of the company bylaws and the annual financial report are also available on the company's website (www.avh.be).
The subscribed capital is 2,295,277.90 euros. The capital is fully paid-up and is represented by 33,496,904 shares without nominal value.
The most recent capital increase was decided upon on 11 October 1999, as part of the merger through acquisition of Belcofi NV by Ackermans & van Haaren NV.
In the events set out in the special report approved by the extraordinary general meeting of 26 November 2014, the board of directors is authorized to increase the company's capital during a period of five years as of 16 December 2014, once or several times, in a maximum amount of 500,000 euros.
The board of directors can also make use of the authorized capital, in case of a public take-over bid on securities issued by the company, in accordance with the provisions and within the limits of article 607 of the Company Code. The board of directors is allowed to use this authorization in case the notification of a public takeover bid by the Financial Services and Markets Authority (FSMA) to the company is given not later than three years as from 26 November 2014.
The capital increases decided by virtue of these authorizations may be carried out in accordance with the terms and conditions set by the board of directors, with or without the issue of new shares, by the issue of subordinated or unsubordinated convertible bonds or of warrants or other securities, whether or not attached to other securities of the company.
The authorization empowers the board of directors to proceed to:
(i) capital increases or issues of convertible bonds or warrants where the preferential right of the shareholders is limited or excluded;
(ii) capital increases or issues of convertible bonds where the preferential right of the shareholders is limited or excluded in favour of one or several specific persons, other than staff members of the company or its subsidiaries; and
(iii) capital increases involving capitalization of reserves.
The authorizations may be renewed in accordance with the law.
The fully paid shares as well as other securities of the company may exist as registered, bearer or dematerialized securities. Each holder may, at any time and at his own expenses, request the conversion of its paid in securities into another form, within the limits of the law and without prejudice to the provisions of the third paragraph of article 9 of the by-laws.
The securities are indivisible vis-à-vis the company which can suspend the rights of any share regarding which disputes would arise as to the ownership, usufruct or naked ownership. In case of usufruct, the naked owner of the share shall be represented vis-à-vis the company by the holder of the right of usufruct, unless the parties decide otherwise.
As from 1 January 2008, the company may no longer issue bearer shares and registered shares can no longer be converted into bearer shares.
We must remind the holders of bearer shares that bearer shares that had not been converted into registered shares or dematerialized shares by December 31, 2013 were automatically converted into dematerialized shares on January 1, 2014.
Those shares have been entered in a securities account in the name of Ackermans & van Haaren. The rights attached to those shares (voting right, dividend right, etc) have been suspended. As of January 1, 2015, Ackermans & van Haaren is entitled to publicly sell shares of which the owner has not made himself known, after a notice to that effect has been published. The proceeds of the sale will be deposited with the 'Deposito- en Consignatiekas'.
Questions can be asked by phone on +32 3 231 87 70 or by e-mail [email protected] to the attention of Luc Bertrand, Jan Suykens or Tom Bamelis.
Ackermans & van Haaren NV Begijnenvest 113 2000 Antwerp, Belgium Phone +32 3 231 87 70 Fax +32 3 225 25 33 RPM Antwerp VAT: BE 0404.616.494 E-mail: [email protected] Website: www.avh.be
Ackermans & van Haaren, Management teams Anima Care, Extensa, NMP, Rent-A-Port: © Nicolas van Haaren Ackermans & van Haaren personnel, CFE: © Philippe Van Gelooven Leasinvest Real Estate: © Atelier Christian de Portzamparc, © www.detiffe.com Groupe Financière Duval: © Infime, © Philippe Schuller, © Martine Savart, © Odalys Max Green: © Electrabel - Raf Beckers; © Electrabel - David Plas
The digital version of this annual report can be consulted at www.avh2014.be. Ce rapport annuel est également disponible en français. Dit jaarverslag is ook verkrijgbaar in het Nederlands. The Dutch version of this document should be considered as the official version.
FBD nv (www.fbd.be)
Ackermans & van Haaren NV Begijnenvest 113 2000 Antwerp - Belgium Tel. +32 3 231 87 70 [email protected] www.avh.be
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