Earnings Release • Feb 27, 2015
Earnings Release
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CFE's board of directors met on 26 February 2015 to finalize the financial statements for the year ended 31 December 2014, which will be submitted to the forthcoming general meeting of shareholders on 7 May 2015.
The financial statements for the 2014 financial year have been restated to take account of changes in accounting methods following the implementation of IFRS 10 and 11. Following that restatement, DEME's income statement was consolidated using the equity method at 31 December 2013, with CFE owning 50% of its dredging entity until 24 December 2013. For the sake of readability, a pro forma 2013 column shows the key figures of DEME's income statement at 100% for the 2013 financial year.
| In million € | 2014 | 2013 (1) | Pro Forma 2013 (1) |
Change 2014/2013 Pro Forma |
|---|---|---|---|---|
| DEME at 50% |
DEME at 100% |
|||
| Revenue | 3,510.5 | 984.9 | 3,346.1 | +4.9% |
| Self-financing capacity (EBITDA) % of revenue |
479.5 13.7% |
-9.8 -1.0% |
460.9 13.8% |
+4.0% |
| Operating income on activities (2) % of revenue |
220.4 6.3% |
-35.0 -3.6% |
241.2 7.2% |
-8.6% |
| Operating income (including earnings from associates and joint ventures) (2) % of revenue |
240.5 6.9% |
16.3 1.7% |
166.4 5.0% |
+44.5% |
| Net result part of the group (2) % of revenue |
159.9 4.6% |
7.9 0.8% |
61.7 1.8% |
+159.2% |
| Net result share of the group (3) Earnings per share (in €) Gross dividend per share (in €) |
159.9 6.32 2.00 |
-81.2 -3.21 1.15 |
-27.4 - - |
n.s. n.s. +73.9% |
| Order book at 31 December (4) | 3,565.8 | 4,387.9 | 4,387.9 | -18.7% |
(*) Amount to be submitted for approval to the annual general meeting of 7 May 2015.
(1) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
(2) Before non-recurrent items incurred in 2013 by the treatment of the consolidation of the additional 50% stake in DEME arising from the
contribution in kind. (3) After non-recurrent items incurred in 2013 by the treatment of the consolidation of the additional 50% stake in DEME arising from the contribution in kind.
(4) Amounts also including the order book of equity accounted companies as of 1 January 2014 following the implementation of IFRS 10 and 11.
The amounts stated in this section relating to DEME are at 100%.
| In million € | 2014 | 2013 (*) | Change 2014/2013 |
||||
|---|---|---|---|---|---|---|---|
| DEME | Restatements (****) |
Total | DEME | Restatements (****) |
Total | ||
| Revenue | 2,419.7 | - | 2,419.7 | 2,361.2 | - | 2,361.2 | +2.5% |
| EBITDA | 443.6 | 2.2 | 445.8 | 475.4 | -4.6 | 470.7 | -5.3% |
| Operating income (**) | 248.9 | -7.8 | 241.1 | 206.8 | -4.6 | 202.2 | +19.2% |
| Net result share of the group |
168.9 | 2.4 | 171.3 | 109.1 | -3.2 | 105.9 | +61.8% |
| Investments | 165.4 | - | 165.4 | 98.8 | - | 98.8 | +67.4% |
| Net financial debt | 126.8 | 7.3 | 134.1 | 533.5 | 9.0 | 542.5 | -75.3% |
| Order book (***) | 2,420.0 | - | 2,420.0 | 3,049.0 | - | 3,049.0 | -20.6% |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
(**) Including results of associated companies and joint ventures.
(***) Amounts also including the order book of equity accounted companies as of 1 January 2014 following the implementation of IFRS 10 and 11.
(****) See comments on page 4.
The key figures shown below are presented according to the economic approach whereby the jointly controlled companies are proportionally consolidated (accounting rules applicable before 1 January 2014).
| In million € (excluding restatements for DEME) |
2014 | 2013 | Change 2014/2013 |
|---|---|---|---|
| Revenue | 2,586.9 | 2,531.6 | +2.2% |
| EBITDA | 501.5 | 437.8 | +14.6% |
| Operating income on activities | 259.1 | 216.5 | +19.7% |
| Net result share of the group | 168.9 | 109.1 | +54.8% |
| Net financial debt | 212.8 | 711.3 | -70.1% |
DEME's revenue amounted to €2,419.7 million, i.e. up 2.5% on the previous year. According to the economic approach, the revenue would have amounted to €2,586.9 million (+ 2.2%).
While the first phase of the dredging works in Yamal were successfully completed in October 2014, the Wheatstone and New Doha Port projects are progressing steadily and are due to finish at the beginning of the 2015 financial year.
In Egypt, DEME started work on widening and deepening the Suez Canal. Activity in the rest of Africa was also particularly buoyant with several projects in progress, more particularly in Ghana and Nigeria.
In the field of renewable energy, GeoSea continued to work on numerous projects, including the installation of 80 wind turbines in the Baltic Sea.
| In % | 2014 | 2013 |
|---|---|---|
| Capital dredging | 55% | 50% |
| Maintenance dredging | 11% | 11% |
| Fallpipe and landfalls | 9% | 9% |
| Environnement | 7% | 7% |
| Marine works | 18% | 23% |
| Total | 2,587 | 2,532 |
| In % | 2014 | 2013 |
|---|---|---|
| Europe (EU) | 34% | 43% |
| Europe (non-EU) | 7% | 2% |
| Africa | 14% | 9% |
| Americas | 6% | 5% |
| Asia-Pacific | 30% | 31% |
| Middle East | 8% | 8% |
| India and Pakistan | 1% | 2% |
| Total | 2,587 | 2,532 |
EBITDA in 2014 amounted to €443.6 million, compared to €475.4 million in 2013. According to the economic approach, EBITDA would have been up 14.6%, reaching €501.5 million, or 19.4% of economic revenue.
Operating income soared to €248.9 million, compared to €206.8 million in 2013.
The contraction of DEME's order book was expected due to the very high level of activity in Australia and Qatar. Nevertheless, DEME won several major contracts during the year, such as in Russia (Yamal), Egypt (Suez Canal), South America, as well as offshore wind projects.
DEME also won around €1.6 billion worth of new orders in the first two months of 2015 (not included in the order book as of 31 December 2014). Those contracts are primarily for phase 1 of the Tuas terminal in Singapore, maintenance dredging of the river Scheldt in Belgium, extension of the EKO Atlantic peninsula in Nigeria, and several contracts in India and La Réunion.
Investments in 2014 amounted to €165.4 million. Apart from capitalized expenses connected with major ship repairs and maintenance (according to IAS 16), this amount includes the conversion of an operating lease into a finance lease for one of the vessels.
In the second half of 2014, GeoSea concluded an agreement with the German company Hochtief for the acquisition of its offshore assets. The transaction, which is to be finalized in the first half of 2015, will give GeoSea 100% ownership of Innovation I, one of the biggest jack-up vessels in the world. GeoSea has also undertaken to take over certain commitments relating to staff and other assets. Those commitments will have only a limited impact on DEME's balance sheet.
DEME also decided to invest in two new green vessels for the offshore energy market, which will be operational in 2017. The Living Stone is a multipurpose vessel that will be used for deep-sea rock dumping and for laying submarine cables.
The second investment is a self-propelled jack-up vessel (Apollo) which will join the GeoSea fleet for the installation of offshore wind turbines and for contracts for the oil and gas industry, such as the decommissioning of oil platforms.
No disbursements were made in 2014 for the Living Stone, the Apollo or the acquisition of the offshore assets of Hochtief.
Other investments are currently being investigated.
It should also be pointed out that DEME continues to invest, while at the same time selling off older vessels.
The substantial decrease in working capital requirement, coupled with a high operating cash flow, allowed to reduce the net financial debt (€126.8 million compared to €533.5 million at year-end 2013). According to the economic approach, DEME's net financial debt would have stood at €212.8 million, or €498.5 million down on year-end 2013. However, bearing in mind the investments decided in 2014, DEME's net financial debt will be higher at year-end 2015.
DEME's net income (group share) of €168.9 million was adjusted by €2.4 million in CFE's consolidated accounts. This adjustment primarily concerns:
CFE's board of directors decided to set up a Contracting division, which contains the construction, multitechnics and rail activities.
Key figures
| In million € | 2014 | 2013 (*) | Change 2014/2013 |
|---|---|---|---|
| Revenue | 1,073.3 | 971.0 | +10.5% |
| Operating income (**) | -7.5 | -29.5 | +74.6% |
| Net result share of the group | -14.5 | -37.7 | +61.5% |
| Order book (***) | 1,127.2 | 1,310.3 | -14.0% |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
(**) Including results of associated companies and joint ventures.
(***) Amounts also including the order book of equity accounted companies as of 1 January 2014 following the implementation of IFRS 10 and 11.
| In million € | 2014 | 2013 (*) | Change in % |
|---|---|---|---|
| Construction | 805.3 | 705.4 | +14.2% |
| Civil Engineering | 116.3 | 137.2 | -15.2% |
| Buildings, Benelux | 523.1 | 442.5 | +18.2% |
| Buildings, International | 165.9 | 125.7 | +32.0% |
| Multitechnics and Rail Infra | 268.0 | 265.6 | +0.9% |
| Total Contracting | 1,073.3 | 971.0 | +10.5% |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
Revenue saw a marked increase in 2014. However, performance varied within the division:
The division's operating income (€-7.5 million compared to €-29.5 million in 2013) made a substantial recovery, but is still negative.
The loss resulted from:
Nevertheless, buoyed by VMA, Engema and Stevens, the Multitechnics & Rail Infra activity turned back to profit despite the reorganization of two loss-making subsidiaries.
Concerning the Antwerp ring road project (Oosterweel), the Flemish Region eventually decided not to award the contract for the Left Bank and the tunnel under the Scheldt to Noriant. In line with that decision, Noriant was paid a lump-sum indemnity of €42.3 million in February 2015.
On 25 February 2015, CFE sold its interest in Aannemingen Van Wellen NV to ASWEBO, the road construction subsidiary of the Willemen Group. Prior to this sale, the Building division of Aannemingen Van Wellen was transferred to a subsidiary of the group and has been operating in Flanders since 1 December 2014 under the name 'Atro Bouw'.
The capital gain, estimated at around €10 million, will be recognized during the first half of 2015.
| In million € | 31 December 2014 | 31 December 2013 | Change in % |
|---|---|---|---|
| Construction | 945.3 | 1.077.4 | -12.3% |
| Civil Engineering | 169.3 | 200.6 | -15.6% |
| Buildings, Benelux | 651.0 | 640.0 | +1.7% |
| Buildings, International | 125.1 | 236.8 | -47.2% |
| Multitechnics and Rail Infra | 181.8 | 232.9 | -21.9% |
| Total Contracting | 1,127.2 | 1,310.3 | -14.0% |
The main trends observed are as follows:
| In million € | 2014 | 2013 (*) | Change 2014/2013 |
|---|---|---|---|
| Revenue | 45.6 | 18.8 | +142.6% |
| Operating income (including earnings from associates and joint ventures) |
7.1 | 3.7 | +91.9% |
| Net result share of the group | 4.3 | 1.8 | +138.9% |
| In million € | 31 December 2014 | 31 December 2013 (*) |
|---|---|---|
| Properties being marketed | 16 | 18 |
| Properties under construction | 57 | 61 |
| Properties in development | 61 | 77 |
| Total | 134 | 156 |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
The sale of the office building in the Belview project and the on going sales of the residential projects Belview and Oosteroever in Belgium, Greenhill and Evergreen in Luxembourg, and Ocean's Four and Wola in Poland led to a reduction in the real estate portfolio.
In Poland, BPI acquired a first position in Wroclaw city centre for the development of a residential and retail project.
2014 was also marked by the start of the marketing of the Ernest project in Ixelles and by the granting of allotment permits for two major projects (Erasmus Gardens in Anderlecht and phase 2 of Les Hauts Prés in Uccle).
In July 2014, CFE and its partners announced the sale of the Luxembourg project 'Galerie Kons' to an institutional investor. The transfer has no impact on the 2014 income statement as it is conditional upon the delivery of the building, scheduled for 2016.
Despite the recognition of an impairment on a position in the Grand Duchy of Luxembourg, the net income (group share) was up 138.9% on the previous year.
| In million € | 2014 | 2013 (*) | Change 2014/2013 |
|---|---|---|---|
| Revenue | 0.8 | 0.7 | +14.3% |
| Operating income (including earnings from associates and joint ventures) |
2.5 | 0.7 | +257.1% |
| Net result share of the group | 2.2 | 0.9 | +144.4% |
| Order book | 2.6 | 0.0 | - |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
The operating income of this division has grown as a result of the good performance of Rent-A-Port, which is continuing to develop its activities in Vietnam by securing, together with its partners, several extensions of the concession in the port area of Dinh Vu.
In the Benelux area, the four DBFM projects in portfolio have now entered the maintenance phase and are making a positive contribution to the division's results. The stake which CFE held in the Turnhout car park was sold to our partner at year-end 2014.
Several projects are under study, such as the Renaix ring road in Belgium and the Ijmuiden lock in the Netherlands.
| Year ended 31 December (in thousands €) |
2014 | 2013 (*) |
|---|---|---|
| (DEME at 100%) | (DEME at 50%) | |
| Revenue | 3,510,548 | 984,883 |
| Revenue from auxiliary activities | 80,518 | 71,641 |
| Purchases | -2,093,355 | -739,730 |
| Wages, salaries & social charges | -583,211 | -209,278 |
| Other operating charges | -449,834 | -124,327 |
| Depreciations | -243,746 | -14,439 |
| Business combination - acquisition DEME | - | 111,624 |
| Goodwill Impairment - DEME | - | -207,411 |
| Goodwill Impairment - Others | -521 | -3,795 |
| Operating income on activities | 220,399 | -130,832 |
| Earnings from associates and joint ventures | 20,124 | 51,356 |
| Operating income | 240,523 | -79,476 |
| Gross financial cost | -31,909 | -143 |
| Other financial expenses and income | 16,156 | -2,551 |
| Financial result | -15,753 | -2,694 |
| Result before taxes | 224,770 | -82,170 |
| Income tax expense | -65,249 | -5,793 |
| Result of the year | 159,521 | -87,963 |
| Non-controlling interests | 357 | 6,728 |
| Result – share of the group | 159,878 | -81,235 |
| Year ended 31 December (in thousands €) |
2014 (DEME at 100%) |
2013 (*) (DEME at 50%) |
|---|---|---|
| Result of the year | 159,521 | -87,963 |
| Financial instruments – change in fair values | -8,750 | 10,397 |
| Currency translation differences | -2,126 | -3,590 |
| Deferred taxes | 2,974 | -3,534 |
| Acquisition DEME – reserves to be reclassified | 0 | 7,902 |
| Other elements of the comprehensive income to be reclassified to profit or loss in subsequent period |
-7,902 | 11,175 |
| Remeasurement on defined benefit plans | -2,676 | -3,538 |
| Other elements of the comprehensive income not to be reclassified to profit or loss in subsequent period |
-2,676 | -3,538 |
| Total elements of the comprehensive income directly accounted in equity |
-10,578 | 7,637 |
| Comprehensive income - attributable to the group - attributable to non-controlling interests |
148,943 149,586 -643 |
-80,326 -73,544 -6,782 |
| Net result per share (€) (basic and diluted) Comprehensive income per share (€) (basic and diluted) |
6.32 5.91 |
-3.21 -2.91 |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
| Year ended 31 December | 2014 | 2013 (*) |
|---|---|---|
| (in thousands €) | (DEME at 100%) | (DEME at 100%) |
| Intangible assets | 98,491 | 105,500 |
| Goodwill | 177,082 | 177,003 |
| Property, plant and equipment | 1,503,275 | 1,563,351 |
| Property investments | 0 | 0 |
| Associates and joint ventures | 159,290 | 155,877 |
| Other non-current financial assets | 109,341 | 115,396 |
| Non-current derivative instruments | 674 | 612 |
| Other non-current assets | 20,006 | 10,725 |
| Deferred tax assets | 115,322 | 120,428 |
| Total non-current assets | 2,183,481 | 2,248,892 |
| Inventories | 105,278 | 116,012 |
| Trade receivables and other operating receivable | 1,082,504 | 1,106,034 |
| Other current assets | 104,554 | 100,781 |
| Current derivative instruments | 0 | 0 |
| Current financial assets | 4,687 | 6,447 |
| Assets held for sale | 31,447 | 0 |
| Cash and cash equivalents | 703,501 | 437,334 |
| Total current assets | 2,031,971 | 1,766,608 |
| Total assets | 4,215,452 | 4,015,500 |
| Issued capital | 41,330 | 41,330 |
| Share premium | 800,008 | 800,008 |
| Retained earnings | 488,890 | 358,124 |
| Defined benefits plans | -8,350 | -5,782 |
| Consolidated reserves and reserve related to hedging | -6,127 | -351 |
| instruments | ||
| Translation differences | -2,124 | -176 |
| Equity – part of the group CFE | 1,313,627 | 1,193,153 |
| Non-controlling interests | 7,238 | 8,064 |
| Equity | 1,320,865 | 1,201,217 |
| Pensions and employee benefits | 41,806 | 40,543 |
| Provisions | 40,676 | 25,655 |
| Other non-current liabilities | 80,665 | 92,898 |
| Bond | 306,895 | 208,621 |
| Financial debts | 378,065 | 496,654 |
| Non-current derivative instruments | 12,922 | 16,352 |
| Deferred tax liabilities | 139,039 | 144,505 |
| Total non-current liabilities | 1,000,068 | 1,025,228 |
| Provisions for other current risks | 48,447 | 48,181 |
| Trade payables & other operating liabilities | 1,099,309 | 983,806 |
| Tax liability due for payment | 80,264 | 65,855 |
| Current financial debts | 206,671 | 346,118 |
| Current derivative instruments | 24,948 | 16,499 |
| Liabilities held for sale | 19,164 | 0 |
| Other current liabilities | 415,716 | 328,596 |
| Total current liabilities | 1,894,519 | 1,789,055 |
| Total equity and liabilities | 4,215,452 | 4,015,500 |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11, and restated following the allocation of goodwill arising from the acquisition of an additional 50% stake in DEME, in pursuance of IFRS 3 – Business combinations.
CFE's financial structure was further strengthened in 2014, with equity after payment of the dividend for the 2013 financial year (€29.1 million) amounting to €1,320.9 million compared to €1,201.2 million at year-end 2013.
The net financial debt(*) amounted to €188.1 million at 31 December 2014 or, on a like-for-like basis, down €426 million on 31 December 2013. This debt breaks down into a long-term debt of €685 million and a positive net cash position of €497 million.
CFE has, for its part, confirmed medium-term credit facilities for its general financing needs totalling €125 million, of which €65 million had not been drawn down at year-end 2014. Both CFE and DEME are in compliance with the 'banking covenants'.
(*) Net financial debt does not include the fair value of derivative instruments which at 31 December 2014 amounted to a liability of €37.2 million.
| Year ended 31 December (in thousands €) |
2014 (DEME at 100%) |
2013 (*) (DEME at 50%) |
|---|---|---|
| Cash flows relating to operating activities | 606,725 | -104 |
| Cash flows relating to investing activities | -163,607 | -18,360 |
| Cash flows relating to the acquisition of DEME | 0 | 317,911 |
| Cash flows relating to financing activities | 177,548 | -6,420 |
| Net increase/decrease in cash position | 265,570 | 293,027 |
| Shareholders' equity (excluding non-controlling interests) at start of period |
1,193,153 | 524,612 |
| Shareholders' equity (excluding non-controlling interests) at end of period | 1,313,627 | 1,193,153 |
| Net result share of the group for the period | 159,878 | 7,929 (**) |
| ROE | 13.4% | 1.5% (***) |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
(**) Net income (group share) before items specific to the capital increase of 2013 and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase.
(***) ROE based on net income (group share) before items specific to the capital increase of 2013 and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase.
| (Thousands €) | Share capital | Share premium | Retained earnings | Defined benefits plans |
Reserves related to hedging instruments |
Translation differences |
Equity attributable to owners of the parent |
Equity attributable to non-controlling interests |
Total |
|---|---|---|---|---|---|---|---|---|---|
| December 2013 (*) | 41,330 | 800,008 | 358,124 | (5,782) | (351) | (176) | 1,193,153 | 8,064 | 1,201,217 |
| Comprehensive income for the period |
159,878 | (2,568) | (5,776) | (1,948) | 149,586 | (643) | 148,943 | ||
| Dividends paid to shareholders |
(29,112) | (29,112) | (29,112) | ||||||
| Dividends paid to non controlling interests |
(2,329) | (2,329) | |||||||
| Change in consolidation scope |
2,146 | 2,146 | |||||||
| December 2014 | 41,330 | 800,008 | 488,890 | (8,350) | (6,127) | (2,124) | 1,313,627 | 7,238 | 1,320,865 |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
| 31 December 2014 | 31 December 2013 (*) | |
|---|---|---|
| Total number of shares | 25,314,482 | 25,314,482 |
| Operating result after deduction of the net financial charges per share |
8.88 | 0.54 (**) |
| Net result part of the group per share | 6.32 | -3.21 (***) |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
(**) Amounts before items specific to the capital increase and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase.
(***) Amounts after items specific to the capital increase and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase.
| (in thousands €) | 2014 | 2013 |
|---|---|---|
| Turnover and other income | 376,996 | 381,040 |
| Operational result | 505 | -32,389 |
| Net financial result | 47,561 | 16,974 |
| Current result | 48,066 | -15,415 |
| Exceptional revenues | 4 | 124 |
| Exceptional costs | -11,131 | -9,376 |
| Result before taxes | 36,939 | -24,667 |
| Taxes | 113 | -33 |
| Result of the year | 37,052 | -24,700 |
| (in thousands €) | 31 December 2014 | 31 December 2013 |
|---|---|---|
| Assets | ||
| Fixed assets | 1,408,686 | 1,403,091 |
| Current assets | 330,753 | 289,147 |
| Total assets | 1,739,439 | 1,692,238 |
| (in thousands €) | 31 December 2014 | 31 December 2013 |
| Equity and liabilities | ||
| Equity | 1,129,891 | 1,148,532 |
| Provisions and deferred taxes | 61,553 | 54,738 |
| Non-current liabilities | 113,439 | 308 |
| Current liabilities | 434,556 | 488,660 |
| Total equity and liabilities | 1,739,439 | 1,692,238 |
The outlook remains favourable for the Dredging and Environment division, while recovery of the Contracting activities is expected to continue in 2015.
CFE's board of directors has decided to set up a Contracting division, which will contain all the construction, multitechnics and rail activities. A similar restructuring process will be undertaken for the real estate development activities, which will be headed by BPI.
CFE's board of directors has also decided, in agreement with Renaud Bentégeat, to appoint Piet Dejonghe as second managing director.
Renaud Bentégeat, who will continue to represent CFE in all external relations, will oversee DEME, Rent-A-Port and the real estate development activities, and will head the operations of CFE International in Central Europe, Africa and Sri Lanka.
Piet Dejonghe will be in charge of the Contracting division. In that capacity, he will take charge of several cross-divisional projects aimed at improving the operational excellence of the Contracting activities.
At the general meeting of shareholders on 7 May 2015, CFE's board of directors will propose a gross dividend of €2.00 per share, representing a net dividend of €1.50, or a total distribution of €50,628,964.
At the end of the financial year, CFE's share capital amounted to €41,329,482.42, divided into 25,314,482 shares, with no declared par value. The Company's shares are registered or in electronic form.
The shares are registered until fully paid up. Once fully paid up, they may be converted into shares in electronic form, at the choice and expense of the shareholder.
The registry of registered shares is kept in electronic form and in hard copy. Management of the electronic registry has been entrusted to Euroclear Belgium (CIK SA).
Registered shares may be converted into shares in electronic form and vice-versa on request by their holder and at their expense.
Shares in electronic form are converted into registered shares by making the corresponding entry in the register of CFE shareholders.
Registered shares are converted into shares in electronic form by entering them into an account in the name of their owner or holder opened with an approved account-keeper or clearing house.
In accordance with the Act of 14 December 2005 on the abolition of bearer shares, CFE shares that had not yet been converted by law or by their holders on 1 January 2014 were automatically converted into shares in electronic form and registered in a securities account by CFE in its own name.
As of that date, the rights attached to the shares have been suspended until the holders of those shares come forward and arrange for them to be entered in their name in the registry of registered shares or in a securities account held by an approved account-keeper or clearing house.
The law requires that, as of 1 January 2015, shares of which the holder has not made himself known to the issuer should be sold automatically. The terms and conditions of those sales have been set forth in an implementing decree of 25 July 2014. There were 19,695 'unacknowledged' CFE shares as of 1 January 2015.
A notice prior to the sale calling upon the holder to assert his rights will be published in the 'Moniteur Belge' and on the Internet site of Euronext Brussels on which the shares will be sold.
The proceeds of the sale will immediately be deposited with the Caisse des Dépôts et Consignations on a voluntary basis and less certain minor costs incurred by CFE.
The owners of the shares may make themselves known to the Caisse des Dépôts et Consignations. The Caisse will start repaying the proceeds of the sale on 1 January 2016 at the earliest. Persons requesting repayment will be liable for a fine of 10% of the sum or value of the shares in question per year overdue from 1 January 2016. This means that after 2025 the shares in question will have lost all their value for their owners.
CFE's equity base as of 31 December 2014 was as follows :
| Shares with no par value | 25,314,482 |
|---|---|
| - registered shares | 18,404,946 |
| - shares in electronic form | 6,909,536 |
Shareholders owning 3% or more of the voting rights relating to the shares they hold :
Ackermans & van Haaren NV Begijnenvest, 113 B-2000 Antwerp (Belgium) 15,289,521 share or 60.40%
VINCI Construction SAS 5, cours Ferdinand-de-Lesseps F-92851 Rueil-Malmaison Cedex (France) 3,066,440 shares or 12.11%
There has been no issue of convertible bonds or warrants.
Banque Degroof has been appointed as the 'Main Paying Agent'.
Financial institutions with whom holders of financial instruments may exercise their financial rights are : Banque Degroof, BNP Paribas Fortis en ING België.
The board of directors will propose to the general meeting of shareholders to renew the director's mandate of Ciska Servais SPRL, represented by Ciska Servais, for a period of four (4) years, ending after the annual general meeting of May 2019. Ciska Servais SPRL, represented by Ciska Servais, meets the independence criteria defined in Article 526c of the Companies Code and in the 2009 Belgian Corporate Governance Code.
| | ordinary shareholders meeting: | 7 May 2015 |
|---|---|---|
| | publication of interim statements: | 20 May 2015 (before opening of the stock market) |
| | dividend payment: | 28 May 2015 |
| | publication of half-year financial statements: | 28 August 2015 (before opening of the stock market) |
| | publication of interim statements: | 20 November 2015 (before opening of the stock market) |
The Statutory Auditor, Deloitte, Reviseurs d'Entreprises, represented by Pierre-Hugues Bonnefoy, has confirmed that he has no reservations as to the accounting information reported in this press release and that it is in line with the financial statements as approved by the Board of Directors.
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CFE is an industrial Belgian Group active in 4 different activities : Dredging and Offshore Solutions, Contracting, Real Estate Development and PPP-Concessions.
The group is worldwide active, mainly across its dredging and marine activities executed by DEME, a 100% subsidiary, one of the world's leading dredging contractors. CFE is listed on Euronext Brussels and is 60.40% owned by Ackermans & van Haaren.
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This press release is available on our website at www.cfe.be
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