Annual Report • Mar 30, 2016
Annual Report
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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, John-Eric Bertrand, 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 E-mail [email protected]
| Mission statement | 6 | ||
|---|---|---|---|
| 2015 at a glance | 8 | ||
| Key events 2015 | 10 | ||
| Annual report | 13 | Message from the chairmen | 14 |
| Annual report on the statutory annual accounts | 18 | ||
| Annual report on the consolidated annual accounts | 20 | ||
| Corporate governance statement | 27 | ||
| Remuneration report | 36 | ||
| Daily management and supervision | 39 | ||
| Corporate social responsibility | 40 | ||
| Activity report | 44 | Group structure | 45 |
| Marine | 46 | DEME | 48 |
| Engineering & | CFE | 52 | |
| Infrastructure | Algemene Aannemingen Van Laere | 54 | |
| Rent-A-Port | 56 | ||
| NMP | 57 | ||
| Private Banking | 58 | Delen Investments | 60 |
| Bank J.Van Breda & C° | 64 | ||
| ASCO-BDM | 67 | ||
| Real Estate & | 68 | Extensa | 70 |
| Senior Care | Leasinvest Real Estate | 73 | |
| Anima Care | 76 | ||
| Residalya | 78 | ||
| Groupe Financière Duval | 79 | ||
| Energy & Resources | 80 | Sipef | 82 |
| Sagar Cements | 85 | ||
| Oriental Quarries & Mines | 86 | ||
| Telemond Group | 87 | ||
| Development Capital | 88 | ||
| Financial statements | 107 | Consolidated annual accounts 108 | |
| Statutory annual accounts 175 | |||
| General information regarding the company and the capital 180 | |||
| Key figures 2015 | 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.
• Both Delen Investments (+14.3%) and Bank J.Van Breda & Co (+14.0%) continued their trend of increasing results in 2015, and made a combined record contribution of 104.7 million euros to AvH's group result. The strong inflow of new assets under management at Delen Private Bank, the generally favourable development of the financial markets in 2015, and the acquisition of Oyens & Van Eeghen in the Netherlands at the end of 2015 enabled Delen Investments to increase its assets under management to 36,885 million euros (+12.2% compared with 32,866 million euros at year-end 2014). Bank J.Van Breda & C° realized a 1.1 billion euros growth in client assets with a solid commercial performance in each of its three activities: asset management for entrepreneurs and liberal professionals (Bank J.Van Breda & C°), asset management for private clients (ABK bank), and car finance and leasing (Van Breda Car Finance).
• The contribution of the Real Estate & Senior Care segment increased substantially in 2015 to 35.6 million euros (59.2 million euros including the full remeasurement income on the historical participation in Tour & Taxis). This result is primarily explained by i) the breakthrough that Extensa was able to achieve in the development of the Cloche d'Or site in Luxembourg and of Tour & Taxis (Brussels) after acquiring control over the latter at the beginning of 2015; ii) the solid performance of Leasinvest Real Estate, and iii) the growth in the senior care activities of Anima Care in Belgium (1,127 beds and 183 service flats) and of Residalya in France (2,153 beds).
• For Sipef, the favourable weather conditions in the second half of 2015 contributed to the increase of palm oil production volumes by 8.4% compared with the previous year. Due to low world market prices for palm oil and rubber, Sipef's profit decreased to 19.2 million USD, which is 61% down on 2014.
• In the Development Capital segment, Agidens (formerly Egemin) sold its Handling Automation division, contributing 31.7 million euros to AvH's group profit. In 2015, the participations in Hertel and Trasys were sold, but with only a limited impact on the group result. In 2015, a number of portfolio companies from this segment made a negative contribution due to difficult market conditions, which led to impairments (Groupe Flo, Distriplus), project losses (CKT Offshore) and restructuring costs (Euro Media Group).
| (€ mio) | 2015 | 2014(1) |
|---|---|---|
| Marine Engineering & Infrastructure | 110.8 | 106.2 |
| Private Banking | 104.0 | 91.4 |
| Real Estate & Senior Care | 35.6 | 14.7 |
| Energy & Resources | 4.2 | 18.0 |
| Development Capital | 8.7 | -6.7 |
| Result of the participations | 263.3 | 223.6 |
| Capital gains / impairments development capital | -1.2 | -15.4 |
| Result of the participations (incl. capital gains / impairments) | 262.1 | 208.2 |
| AvH & subholdings | -7.9 | -7.1 |
| Other non-recurrent results (2015: mainly remeasurement income on Tour & Taxis) |
29.9 | 12.5 |
| Consolidated net result | 284.1 | 213.6 |
(1) The comparable numbers of 2014 have been restated following the early application, as of 2015, by Sipef of the amendments to IAS16 and IAS41 - property, plant and equipment and bearer plants.
| (€ mio) | 31.12.2015 | 31.12.2014 |
|---|---|---|
| Net equity (part of the group - before allocation of profit) |
2,607.3 | 2,372.1 |
| Net cash position of AvH & subholdings | 76.3 | 21.3 |
Euro Media Group acquires Broadcast RF in the United Kingdom.
DEME obtains new orders worth a total of 1.6 billion euros, a.o. the Tuas project in Singapore.
Mediahuis finalizes the acquisition of the Dutch newspaper group NRC Media.
Leasinvest Real Estate concludes a forward sale agreement for the Royal20 office project (Luxembourg).
• Leasinvest Real Estate sells phase 2 of the logistics property Canal Logistics.
• DEME and CFE were nominated as preferred bidders for three contracts for the Fehmarnbelt Fixed Link project.
• The renewed Suez Canal (Egypt) is officially opened.
• GeoSea wins a contract for the construction of 56 offshore wind turbines on the Galloper project in the United Kingdom.
Ladies and gentlemen,
The growth of the economy worldwide decreased to 3.1% in 2015 (compared with 3.4% in 2014) and the growth in world trade slowed down from 3.4% to 2.6% in 2015 (source: IMF). Clearly, we are witnessing a transition to a more moderate growth model.
Weak demand and oversupply brought commodity prices down and led to a major depreciation of the currencies of the most vulnerable economies against the US dollar to nearly 50% of their value over a five-year period (source: Thomson Reuters). The weakening of the euro against the US dollar, low and even negative interest rates, low oil prices, the unrelenting quantitative easing of the money supply, and the paradoxical deflation in the euro zone also took us into unknown economic territory.
In this situation of economic instability, the Ackermans & van Haaren group must constantly review its position and adapt to its economic environment. This means a regular strategic review of the group's investment policy. In consultation with the board of directors, opportunities are tested against our economic environment.
Despite the prolonged financial crisis and the limited economic growth, Ackermans & van Haaren ended the 2015 financial year with a consolidated net profit of 284.1 million euros compared with 213.6 million euros in 2014. This 33% growth is supported by historic current record results in three of our major industrial cornerstones: marine engineering, banking and real estate.
This led to a further increase in the consolidated equity to 2,607 million euros (2014: 2,372 million euros).
Thanks in part to the sale of Egemin's Handling Automation division, the group will have a substantial net cash reserve of around 150 million euros in the course of 2016.
Although the current economic context does not offer much scope to reinvest those resources, we are confident that these complex times also offer great possibilities, and that Ackermans & van Haaren - as in the past - will be able to achieve further opportunistic growth.
2015 was a year of distinction for DEME. Following the completion of the projects in Australia, the company's focus stabilized in Western Europe and continued to develop around the major contracts in Egypt, Singapore, Russia, the Middle East, and around renewable energy. Notwithstanding a slight decrease in turnover to 2,351 million euros in 2015 compared with 2,587 million euros in 2014, DEME's efficiency investments showed a significant added value with an operating margin on turnover of 23.8%. This gave an EBITDA of 558 million euros in 2015 (compared with 502 million euros in 2014). This result supports the renewal and expansion of DEME's fleet with six vessels and an investment of 373 million euros in 2015. Nevertheless, the net financial debt increased only moderately to 267 million euros (compared with 213 million euros in 2014). With an order book of 3,185 million euros (2,420 million euros in 2014), DEME looks ahead to 2016 with confidence.
DEME is close to CFE, which also owns 100% of its shares (Ackermans & van Haaren owns 60.4% of CFE). CFE's results came under considerable pressure in 2015 with a loss of 26 million euros (-14 million euros in 2014). For that reason, its operations were restructured. At the end of 2015, DEME set up a new division comprising two new entities, specializing in marine civil engineering: DISS (DEME Infra Sea Solutions) and DIMCO (DEME Infra Marine Contractor). CFE Nederland and GEKA Bouw were acquired from CFE; at the same time, part of the workforce of the civil engineering division of CFE Belgium was taken over.
With the recent announcement of a potential new contract connected with the Fehmarnbelt, this new division could make a flying start when those large-scale works begin.
The CFE Contracting division is now led by a new CEO, Raymund Trost. The division will also incorporate the multitechnics and rail infra activities, as well as the general contracting activities in Belgium, Luxembourg, Poland and Tunisia. The remaining international operations have been largely scaled down and will be managed by the parent company CFE, as will the 60 million euros claim against Chad. We expect CFE Contracting to return to profit in 2016. Finally, the real estate activities have been brought together under BPI.
Both Delen Investments (+14.3%) and Bank J.Van Breda & Co (+14.0%) continued the trend of increasing results in 2015, and together made a record contribution of 73 million euros and 32 million euros respectively, or a total of 105 million euros, to the group result of Ackermans & van Haaren (92 million euros in 2014).
A record organic growth and a positive impact of the increasing value of the assets has led to a record level of assets under management of 36,885 million euros (32,866 million euros in 2014) at Delen Investments. At JM Finn & Co, the increase in assets to 10,758 million euros is primarily explained by the appreciation of the pound sterling and the increase in the client portfolios. Finally, a new market was opened up with the acquisition of the Dutch firm Oyens & Van Eeghen (572 million euros assets under management). The reinforcement of the Dutch team and the firm belief in the strategic strength of the Delen group will bear fruit in the future. The conservative approach to the balance sheet of the Delen group and its ample capitalization gives a solid position in terms of the main capital ratios.
2015 was also a record year for Bank J.Van Breda & C°, which realized a 1.1 billion euros growth in client assets with a solid commercial performance in each of its three activities: asset management
for entrepreneurs and liberal professionals (Bank J.Van Breda & C°), asset management for private clients (ABK bank), and car finance and leasing (Van Breda Car Finance). As with Delen Private Bank, the increased costs are primarily due to the higher bank tax (+49%) and to forward-looking investments in commercial strength and IT. Nevertheless, the cost-income ratio decreased to 56% (60% in 2014).
This makes Bank J.Van Breda & Co , along with Delen Private Bank, one of the best performing Belgian banks.
In the real estate segment, the investments and strategy of recent years are paying off. Excluding the residual remeasurement income on Tour & Taxis, a record result of 35.6 million euros was attained (14.7 million euros in 2014).
This result is due to the solid contribution of Leasinvest Real Estate with 9.9 million euros compared with 10.3 million euros in 2014, notwithstanding the renovation of two large buildings in the portfolio.
The full acquisition of Tour & Taxis means an accelerated development of the site. Along with the development of the Cloche d'Or site, these two major projects should ensure sustained profitability for Extensa for several years to come.
In the retirement home sector, the group reported a further growth in activity during 2015. Anima Care is fully in line with its budgets and has realized an EBITDA of 8.9 million euros last year. The acquisition of Residalya, together with Patrimoine & Santé, allows us to shift from our activities in Groupe Financière Duval to a more strategic activity of the group. Anima Care and Residalya together already realized an EBITDA of around 15 million euros, a figure they want to double in the future. If this target is achieved, it will allow the real estate segment to make a more recurrent and significant contribution in terms of operating profit.
The Energy & Resources segment made a diminished contribution of 4.2 million euros (compared with 18 million euros in 2014). This is primarily due to decreasing palm oil prices at Sipef and the recognition of an extraordinary capital gain of 6 million euros at Sagar Cements in 2014. We remain confident in the development of our strategic positions in the Far East.
2015 was also a particularly busy year for the Development Capital segment. The sale of Hertel for 86 million euros to Altrad gave Ackermans & van Haaren a modest capital gain. The activities of Hertel Offshore (now CKT Offshore) are continued together with co-shareholder NPM Capital and the management. The sale of Trasys generated 14 million euros in cash for GIB (AvH 50%). Finally, a capital gain of 31.7 million euros (our share) was recognized on the sale of Egemin's Handling Automation division. This has become a magnificent company, but it was clear to us that KION, with its Chinese network, had a greater capacity to make this firm grow faster. We thank the former CEO, Jan Vercammen, and his teams for their excellent performance. We are also confident that the new Agidens (processes, life sciences, infrastructure) will keep growing. By contrast, 2015 was a difficult year for Groupe Flo and Distriplus, which were affected by the temporary absence of customers in their markets. Nevertheless, the Development Capital segment ended the year with a profit of 7.5 million euros, compared with a loss of 22.1 million euros in 2014.
Most companies of the group are well positioned for the future. Vindicated by the growth in net profit to 284 million euros, the board of directors decided to propose to the general meeting a substantial increase in the gross dividend from 1.82 euros to 1.96 euros, or a 7.7% growth to 65.7 million euros.
We thank all the staff throughout the group for responding effectively and with such sense of responsibility in these highly volatile times.
March 21, 2016
Luc Bertrand Chairman of the executive committee
Jacques Delen Chairman of the board of directors
After a highly successful career of more than 30 years, first as CFO and then as CEO, Luc Bertrand will be succeeded as chairman of the executive committee by Jan Suykens at the forthcoming annual general meeting of May 23.
The board of directors is particularly grateful to Luc Bertrand for the dynamic way in which he shaped the group's diversification strategy over the past 30 years and translated this strategy into profitable growth. Under his leadership, the market capitalization of Ackermans & van Haaren has increased from 50 million euros to more than four billion euros over the past 30 years.
The board of directors is confident that Jan Suykens, who has led the group alongside Luc Bertrand and the other members of the executive committee for more than 25 years, will succeed in successfully continuing the strategy of sustainable growth.
Jan Suykens holds a master's degree in applied economic sciences from UFSIA and earned an MBA from Columbia University. Jan Suykens has been with AvH since November 1, 1990, after having started his career at Generale Bank (corporate & investment banking).
With effect from the annual general meeting of May 23, Luc Bertrand will take over from Jacques Delen as chairman of the board of directors. Luc Bertrand will continue as chairman and/or director of CFE, Delen Private Bank, Bank J.Van Breda & C°, DEME and Sipef.
The board of directors is also particularly grateful to Jacques Delen for the professionalism and effectiveness with which he has served as chairman since 2011.
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, 2015. 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 2015, 50,500 options were granted in the framework of the stock option plan. As at December 31, 2015, the options granted and not yet exercised entitled their holders to acquire an aggregate of 310,500 Ackermans & van Haaren shares (0.93%).
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 2015 financial year, we refer to the Message from the chairmen (p. 14) and to the Key events (p. 10).
The statutory annual accounts have been prepared in accordance with Belgian accounting principles.
The balance sheet total at year-end 2015 amounted to 2,453 million euros, which is an increase compared with the previous year (2014: 2,396 million euros). Besides the 10.8 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 71.1 million euros in investments and 2,336 million euros in financial fixed assets.
On the liabilities side of the balance sheet, the recording of the dividend of 66 million euros and the profit for the financial year of 68 million euros resulted in a shareholders' equity of 1,426 million euros (2014: 1,425 million euros). This amount does not include unrealized capital gains present in the portfolio of Ackermans & van Haaren and group companies. The 88 million euros debt which AvH had incurred at the end of 2013 in connection with the acquisition of control over CFE, was repaid in two instalments: 28 million euros in 2014 and the balance of 60 million euros in 2015. In 2015, 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 2015 financial year that is being proposed to the ordinary general meeting.
In the course of 2015, Ackermans & van Haaren purchased 619,580 treasury shares and sold 642,992. 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 |
1,239,188,436 |
|---|---|
| Profit for the financial year |
67,769,019 |
| Total for appropriation | 1,306,957,456 |
| Allocation to the legal reserve |
0 |
| Allocation to the non-distributable reserves |
8,201,844 |
| Allocation to the distributable reserves |
0 |
| Dividends | 65,653,932 |
| Directors' fees | 540,000 |
| Profit to be carried forward |
1,232,561,679 |
The board of directors proposes that a gross dividend of 1.96 euros per share be distributed. After deduction of withholding tax (27%), the net dividend will amount to 1.4308 euros per share.
If the annual general meeting approves this proposal, the dividend will be payable from June 1, 2016.
Following this distribution, shareholders' equity will stand at 1,426,184,648.33 euros and will be composed as follows:
| Capital | |
|---|---|
| Subscribed capital | 2,295,278 |
| Issue premium | 111,612,041 |
| Reserves | |
| Legal reserve | 248,081 |
| Non-distributable reserves |
23,997,314 |
| Tax-exempt reserves | 0 |
| Distributable reserves | 55,470,256 |
| Profit carried forward | 1,232,561,679 |
| Total | 1,426,184,648 |
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 owners have not made themselves known, after a notice to that effect has been published. In accordance with the legal procedure, Ackermans & van Haaren has publicly sold 10,872 shares in the course of 2015 and deposited the proceeds of the sale 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 2015 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 2015, neither Ackermans & van Haaren nor any other fully consolidated group company within the 'AvH & subholdings' segment had any such instruments outstanding.
The conflict of interest procedure under Article 523 of the Companies Code did not have to be applied within the board of directors in 2015.
Pursuant to Article 134, §§2 and 4 of the Companies Code, we inform you that an additional fee of 3,250 euros (excluding VAT) was paid to Ernst & Young Tax Consultants for tax advice and 107,350 euros (excluding VAT) to Ernst & Young Bedrijfsrevisoren for diverse activities.
On November 26, 2014, 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.
In the course of the 2015 financial year, Ackermans & van Haaren acquired 619,580 treasury shares to hedge its obligations under the stock option plan (62,500 shares) and its liquidity agreement with Kepler Cheuvreux. More details can be found in the financial statements (p. 167-168).
Taking into account the sale of 642,992 shares, the situation as at December 31, 2015 was as follows:
| Number of treasury shares |
307,832 (0.92%) |
|---|---|
| Par value per share | 0.07 euros |
| Average price per share | 77.84 euros |
| Total investment value | 23,962,561 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.
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.
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 for instance, 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 can result from that situation could lead to relatively greater risks; however, this is set off 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 in the course of 2014, and the balance in 2015. The other external financial debts of 'AvH & subholdings' primarily 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.
Risks at the level of the group companies
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, Ackermans & van Haaren 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 nec-
DEME - Mersin canal - Turkey CFE
essary 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. CFE's order book for Africa has diminished due to a greater selectivity in the acceptance of projects. At year-end 2015, the CFE group still had a net claim of around 60 million euros against the Chadian government. The recovery of those receivables will also be a major challenge in 2016. CFE is making every effort, together with the local authorities, to find financing to allow the settlement of the outstanding receivables. 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. 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. 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 bank. 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 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 limited shortterm investments, in Delen Investments' and Bank J.Van Breda & Co 's own name, 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 nonpayment. 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. 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 back up lines for their commercial paper programme to cover present and future investment needs. Those credit facilities and back up 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; this loan was already partly repaid following the sale of the Royal Warehouse. 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 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 production volumes and therefore the turnover and margins realized by Sipef are also 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).
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. Manuchar, 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, 2015 amounted to 12,253 million euros, which is an increase of 6.9% compared with 2014 (11,459 million euros). This balance sheet total is obviously impacted by the manner in which certain group companies are included in the consolidation. The full consolidation of the stake in Bank J.Van Breda & Co had a major impact on the consolidated balance sheet.
Shareholders' equity (group share) at the end of 2015 was 2,607 million euros, which represents an increase of 235 million euros compared with 2014 (2,372 million euros). In June 2015, AvH paid out a gross dividend of 1.82 euros per share, resulting in a decrease in equity by 60.4 million euros.
After fairly limited (dis)investment activity in 2014, AvH reported an active year again in 2015. At the beginning of 2015, AvH acquired control (87.42%) over Residalya, the French operator of residential care centres, as part of a phased exit from Groupe Holding Duval. Extensa acquired full control over the Tour & Taxis companies. Sofinim sold its stake in Hertel (48%) to the French Altrad group, while Egemin International (subsequently renamed Agidens International) sold its Handling Automation division to the German listed KION group. Sofinim also strengthened the capital of CKT Offshore, a division of the Hertel group that was not transferred to Altrad, while AvH made additional contributions to the capital of Anima Care, Rent-A-Port, Rent-A-Port Energy and Euroscreen. AvH also increased its stake in Sipef. Finally, AvH and partner NPM, through GIB, granted a subordinated loan to Groupe Flo and sold their participation in Trasys.
The net financial position of Ackermans & van Haaren stood at 76.3 million euros at year-end 2015, compared with the position at year-end 2014 (21.3 million euros). Besides cash and shortterm deposits, this cash position consisted of 69.5 million euros in short-term investments (including treasury shares) and 30.5 million euros in shortterm debt in the form of commercial paper.
An (economic) breakdown of the results for the group's various segments is set out in the 'Key Figures' appendix to the annual report.
closed a particularly active year 2015 with a net profit of 199.2 million euros, an 18% increase compared with 169.0 million euros in 2014.
Since DEME (AvH 60.40%) was able in the course of 2015 to finish a number of major projects (Wheatstone and Hay Point in Australia, Suez Canal in Egypt, Doha New Port in Qatar, Northwind and Gode Wind offshore wind farms), some of which extended over several financial years, and certain big new projects were still in their start up phase in 2015, the turnover (economic turnover, i.e. including the jointly controlled group companies on a proportional basis) for 2015 amounted to 2,351.0 million euros, or 9.1% down on the previous year. Nevertheless, the operating result that was realized on this turnover was excellent: the EBITDA increased from 501.5 million euros (19.4%) in 2014 to an exceptionally good 558.4 million euros (23.8%). The strong cash flow generation permitted DEME to end 2015 with only a moderate increase in the net financial debt to 266.7 million euros, after having invested 373.0 million euros in the expansion of its fleet (340.8 million euros net, including the sale of old assets). Several large-scale projects were successfully executed and/or completed in 2015, such as in Australia (Wheatstone and Hay Point), Belgium (Northwind wind farm), La Réunion (Port Est), and Egypt (Suez Canal). The Suez Canal project involved the realization of an additional 250-metre-wide, 24-metre-deep and 29.5-kilometre-long fairway through the Great Bitter Lake, and the widening of the access channels to 140 metres. The construction of a new port in Doha (Qatar) was completed as well. DEME subsidiary GeoSea was engaged on the construction of offshore wind farms, such as the Gode Wind and Nordsee One projects in Germany and the Galloper and Kentish Flats projects in the United Kingdom.
The order backlog at the end of December 2015 amounted to 3,185 million euros (2014: 2,420 million euros). New orders were won in 2015 in various regions and sectors, such as the large-scale Tuas project in Singapore. The construction of this mega port involves, among other things, the reclamation of 300 hectares of land, the construction of an 8.6-kilometre-long quay wall, and the dredging of the harbour channels. The works will take six years to complete. DEME Concessions (DEME 100%) entered into a joint venture to develop the large-scale Merkur offshore wind farm (400 MW) in Germany. GeoSea will begin the installation of the 66 offshore wind turbines in 2016. GeoSea also won a contract worth 340 million euros for the construction of 56 offshore wind turbines on the Galloper project in the United Kingdom, while new contracts were signed by DEME a.o. in Egypt, Panama, Turkey and Norway.
DEME continued in 2015 to invest in the renewal and expansion of its fleet with three environmentally friendly (dual fuel with LNG) trailing suction hopper dredgers with capacities of respectively 1,500, 3,500 and 8,000 m³. Also, from 2017, the self-propelled jack-up vessel Apollo, the multipurpose and cable-laying ship Living Stone, and the self-propelled DP2 crane vessel Rambiz 4000 (Scaldis) will serve the offshore energy market. On May 13, 2015, GeoSea also completed the acquisition of the offshore assets of HOCHTIEF. As a result of that transaction, representing a total investment of around 166 million euros (including assumption of debt), GeoSea acquired full control of jack-up vessels Innovation and Thor and pontoons Wismar, Bremen and Stralsund.
At the end of 2015, DEME set up a new division comprising two new entities, specializing in marine civil engineering: DEME Infra Sea Solutions (DISS) and DEME Infra Marine Contractor (DIM-CO). In this way, DEME wants to offer its customers global and integrated solutions in dredging and marine civil engineering. As part of this process, the entities CFE Nederland BV and GEKA Bouw BV were repositioned under DIMCO, along with part of the workforce of the civil engineering division of CFE Belgium. From now on, the group's marine and river civil engineering activities will be carried out exclusively by DISS and DIMCO (subsidiaries of DEME).
The turnover of CFE (AvH 60.40%) amounted to 953.3 million euros in 2015, compared with 1,090.9 million euros in 2014 (excluding the contributions of DEME and Rent-A-Port). This sharp decrease is attributable to the group's intention to limit its international exposure and to adopt a more selective approach in the Benelux area. Nevertheless, the net result (excl. DEME) remained negative as a result of losses in the civil engineering activity, international activities and the execution of some large-scale building projects in Brussels. The building activities in Flanders, multitechnics and rail infra as well as the real estate activities made a positive contribution, although not enough to offset the losses of the other activities and the substantial restructuring costs.
The CFE group still has a receivable of approximately 60 million euros on the Chadian government. CFE is making every effort, together with the local authorities, to find the necessary funding to enable payment of the receivables.
The order book (excl. DEME) has decreased considerably due to the transfer of the civil engineering activity in the Netherlands (CFE Nederland and GEKA) to DEME, and the more selective intake of new projects. CFE's order book (excl. DEME) amounted to 975.3 million euros at year-end 2015, compared with 1,145.8 million euros at year-end 2014.
A major reorganization took place in 2015 within the CFE group. CFE Contracting, which since 4Q15 has been controlled by an executive committee led by the newly appointed CEO Raymund Trost, comprises the building activities in the Benelux area, Poland and Tunisia, multitechnics and rail infra. BPI, led by Jacques Lefèvre, brings together all real estate development activities in Belgium, Luxembourg and Poland. At the same time, CFE NV remains in charge of the other international building activities, and the nonmarine civil engineering activities.
Private Banking: Both Delen Investments (+14.3%) and Bank J.Van Breda & Co (+14.0%) continued their trend of increasing results in 2015, and made a combined record contribution of 104.7 million euros to AvH's group result.
In December 2015, Delen Investments (AvH 78.75%) finalized the previously announced acquisition of the renowned Dutch wealth management company Oyens & Van Eeghen, which has offices in Amsterdam and 's Hertogenbosch. Oyens & Van Eeghen manages assets for private clients and foundations (572 million euros), for local authorities under fixed-term mandates (680 million euros), and has 1.8 billion euros worth of assets under fiduciary management for mainly institutional clients.
The assets under management of Delen Investments attained a record high of 36,885 million euros at year-end 2015 (32,866 million euros at year-end 2014). Both Delen Private Bank and JM Finn & Co and the acquisition of Oyens & Van Eeghen contributed to this 12.2% growth. The vigorous growth at Delen Private Bank (up to 25,555 million euros) is the result of a positive impact of the increasing value of the client assets under management and of a record organic net growth in terms of both existing and new private clients. At JM Finn & Co, the increase in assets under management (up to 10,758 million euros, or 7,929 million £) is explained by the positive evolution of the value of the client portfolios and the appreciation of pound sterling against the euro. With the acquisition of Oyens & Van Eeghen at the end of December 2015, Delen Investments now incorporates 572 million euros worth of assets under management of that firm in the total assets un der management, which at the end of December 2015 stood at 36,885 million euros.
Primarily as a result of the higher level of assets under management, the gross revenues increased to 314.1 million euros (2014: 278.5 million euros). The cost-income ratio remained highly competitive at 54.9% (only 42.6% for Delen Private Bank, 86.1% for JM Finn & Co). The net profit increased in 2015 to 92.4 million euros (compared with 80.8 million euros in 2014), which includes the contribution of JM Finn & Co of 5.5 million euros (2014: 6.4 million euros).
The consolidated equity of Delen Investments stood at 582.6 million euros as at December 31, 2015 (compared with 517.4 million euros at yearend 2014). The Core Tier1 capital ratio of 26.0% is well above the industry average.
Bank J.Van Breda & C° - Antwerp
Residalya
2015 was an excellent year for Bank J.Van Breda & C° with a record result for the third year in a row. Total client assets increased in 2015 by 1.1 billion euros to more than 11.1 billion euros (+11%), of which 3.9 billion euros were client deposits (+4%) and 7.2 billion euros entrusted funds (+16%). Delen Private Bank manages more than 4.2 billion euros for clients of Bank J.Van Breda & C° and ABK bank. Provisions for loan losses remained limited to 0.01%, yet this cautious policy does nothing to inhibit the credit portfolio, which grew by 8% to more than 3.9 billion euros.
The renewed ABK bank also experienced a successful commercial relaunch in its transition to asset management for affluent private clients, with a growth in entrusted funds to 348 million euros.
The solid commercial performance in all activities is reflected in a 14% increase in the consolidated net profit to 40.5 million euros. The costs increased in 2015 by 4% to 74 million euros as a result of the higher bank tax (+49%) and of investments in IT and efforts to enhance the bank's future commercial strength. High operational efficiency and commercial effectiveness led to a decrease in the cost-income ratio to 56%, compared with 60% in 2014.
The equity of the bank increased to 502 million euros (2014: 475 million euros), allowing the bank to sustain the rate of commercial growth without losing the healthy leverage, which is the best protection for the depositors. This represents a Core Tier1 capital ratio of 14.5% and a Basel III leverage ratio of 9.5%.
Real Estate & Senior Care: The contribution of the Real Estate & Senior Care segment increased substantially in 2015 to 35.6 million euros (59.2 million euros including the full remeasurement income on the participation in Tour & Taxis).
The acquisition of the Royal Warehouse office building on the Tour & Taxis site in Brussels for the sum of 108 million euros was a unique opportunity for Leasinvest Real Estate (LRE, AvH 30.01%) to acquire this iconic building with a very good occupancy rate.
In the course of 2015, LRE also sold several properties, such as an office building in Strassen (Luxembourg) for 6.3 million euros, phase 2 of the logistics property Canal Logistics in Neder-over-Heembeek for 16.75 million euros, and a smaller storage building in Meer for 1.5 million euros. On April 20, 2015, LRE also concluded a future sales agreement (subject to the completion) for the Royal20 office project in Luxembourg for an amount of 62.5 million euros.
At year-end 2015, the fair value of the consolidated real estate portfolio, including project developments, amounted to 869 million euros (compared with 756 million euros at year-end 2014). The 15% increase is primarily the result of the acquisition of the Royal Warehouse. The overall real estate portfolio comprises 42% retail (2014: 45%), 42% offices (2014: 35%), and 16% logistics (2014: 20%).
The rental income (50.5 million euros) and the average duration of the portfolio (4.8 years) remained stable in 2015 with the conclusion of several long-term leases (such as the Monnet building in Luxembourg). The occupancy rate (2015: 96.0%, 2014: 96.2%) and the rental yield calculated on the fair value (2015: 6.89%, 2014: 7.23%) decreased slightly in relation to the previous year. As at 31/12/2015, the equity (group share) stood at 362 million euros (2014: 336 million euros). The financial debt increased to 532 million euros (441 million euros at 31/12/2014) as a result of the investment in the Royal Warehouse, while the debt ratio increased to 58.03% (2014:
Sipef Tour & Taxis
54.27%). The debt ratio will decrease again to around 53% following the sale for 62.5 million euros of the Royal20 office project in Luxembourg, which is due for completion in the second quarter of 2016.
Due to the vacancy of a number of properties due for renovation (Monnet and Square de Meeûs), LRE ended its 2015 financial year as expected with a lower net result (group share) of 30.6 million euros (32.6 million euros at year-end 2014).
The net result of Extensa Group (AvH 100%) for the 2015 financial year amounted to 54.6 million euros (3.4 million euros in 2014), of which 23.5 million euros is part of the remeasurement income of 42.1 million euros (which had to be recognized following the acquisition of full control over the Tour & Taxis site), which does not relate to the assets that were disposed of in the meantime or were valued mark-to-market in accordance with the ordinary accounting principles. The Tour & Taxis site contributed to Extensa's results through the rental of properties, the recognition of a partial result (according to percentage of completion) of the Meander project (renamed Herman Teirlinck building), and the sale of the Royal Warehouse. The Cloche d'Or project in Luxembourg contributed 9.8 million euros with the start up of the residential project and the sale of a land position to Auchan.
On December 17, 2015, Extensa sold all the shares of the company that owns the Royal Warehouse to Leasinvest Real Estate. The sale put the value of the Royal Warehouse at 108 million euros. The proceeds enabled Extensa to repay a substantial part of the 75 million euro bridge loan which it had taken to acquire the 50% stake in Tour & Taxis.
Thanks to the new residential care centres that opened in 2014 and 2015, Anima Care (AvH 92.5%) realized a 24% turnover increase to 47.0 million euros in 2015. The residential care centres 'Zonnesteen' in Zemst and 'Au Privilège' in Haut-Ittre made a full year's contribution to the figures for 2015. The newly built residence 'Aquamarijn' in Kasterlee, with a total capacity of 206 residential units and 25 places in the day care centre, opened at the end of March 2015. 'Home Scheut' in Anderlecht, that was acquired on December 1, 2015, made only a limited contribution to the 2015 result. The profit amounted to 1.1 million euros in 2015 (0.5 million euros in 2014) and was adversely affected by the start up costs for the new project in Kasterlee. At year-end 2015, Anima Care had a portfolio of more than 1,400 residential units, of which 1,127 retirement home beds, 37 convalescent home beds and 183 service flats were in operation, spread over 12 residential care centres (6 in Flanders, 2 in Brussels, 4 in Wallonia).
At the end of 2015, CEO Johan Crijns exercised his stock options and acquired 7.5% of the share capital of Anima Care.
Groupe Financière Duval (AvH 31.1%) confirmed the gradual improvement in its activities in 2015, despite a difficult French market. The turnover increased by 17% to 455 million euros, compared with 390 million euros in 2014, primarily as a result of a recovery in the real estate and tourism activities.
An agreement was reached with Mr Eric Duval to swap AvH's 50% interest in Holding Groupe Duval (which owns 82.28% of Groupe Financière Duval) for a 53.5% stake in the French company Patrimoine & Santé, which owns the real estate of 22 retirement homes operated by Residalya. At the end of October, AvH had already converted a 12.2% interest in Holding Groupe Duval into a 22.5% stake in Patrimoine & Santé, so that AvH, together with its partner Hervé Hardy, now already controls 51.5% of Patrimoine & Santé. Under the agreements with the Duval family, AvH will gradually increase its stake to a controlling interest of 71% by the end of January 2017. The 37.8% stake which AvH still held in Holding Groupe Duval at year-end 2015 was reclassified to 'assets held for sale', and its value was impaired to the contractually defined value. The impact of the stake in Groupe Financière Duval on the 2015 group result of AvH was -8.0 million euros.
At the same time as the agreement on the Groupe Financière Duval - Patrimoine & Santé swap, AvH acquired the 87.42% stake of Groupe Financière Duval in Residalya (with rights to increase to 93.43%) at the beginning of 2015. The other shares are held by founder and CEO Hervé Hardy and the management. Three residences were added to the portfolio in 2015, so that the group now operates 30 retirement homes across France, of which 28 consolidated (2,153 beds) and 2 in franchise (120 beds). The turnover increased to 91.6 million euros in 2015, thanks to the new and extended residences, a higher occupancy rate, and an increase in the average rent. The net result amounted to 1.9 million euros (2014: 1.5 million euros).
Energy & Resources: For Sipef, the favourable weather conditions in the second half of 2015 contributed to the increase of palm oil production volumes.
Sipef (AvH 27.65%) recorded an 8.4% increase in total palm oil production to 290,907 tonnes in 2015, primarily as a result of the favourable conditions of palm oil production in the second half of the year.The two new extraction mills in Papua New Guinea and North Sumatra also contributed to the increased palm oil production volumes.
Nevertheless, the turnover decreased by 21% to 225.9 million USD, mainly due to the sharp decrease in world market prices for palm oil and rubber. Despite the fact that the depreciation of local currencies (IDR, PGK and EUR) helped the constant efforts to control production costs, the lower selling prices led to a decrease in the net result to 19.2 million USD (2014: 49.0 million USD). The net result was also affected by a 2.6 million USD charge as a result of an unexpected change in the export tax system in Indonesia, which now also imposes a flat tax of USD 50/tonne on all exports of crude palm oil.
The main investments during the year concerned, besides the usual replacement investments, the payment of additional land compensations, planting of additional oil palms (1,592 hectares in the new project in South Sumatra and 593 hectares in Papua New Guinea), and maintaining the approximately 10,000 hectares of immature plantations.
If prices for the main products - palm oil, rubber and tea - are maintained at current market levels, Sipef expects the results for 2016 to be slightly lower than the 2015 annual results, despite higher production volumes for palm oil.
Development Capital: In the Development Capital segment, Agidens (formerly Egemin) sold its Handling Automation division, contributing 31.7 million euros to AvH's group profit.
The results of the other participations are described in detail from page 46 onwards.
In February 2016, DEME announced the commissioning of 'Bonny River', a new trailing suction hopper dredger capable of dredging to a depth of 100 metres, a PPP contract for the remediation and development of the Petroleum Zuid site in Antwerp, and a contract for the construction of the foundations for 'Hohe See', a new offshore wind farm (497 MW) 90 km off the German coast. At the beginning of March, DEME and CFE were nominated as preferred bidders for three contracts for the Fehmarnbelt Fixed Link project, which links up Denmark and Germany.
At the publication of the 2015 annual results, the board of directors announced that Luc Bertrand will be succeeded by Jan Suykens as chairman of the executive committee, and that Jacques Delen will be succeeded by Luc Bertrand as chairman of the board of directors, with effect from the general meeting of May 23, 2016.
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. Sipef is involved in the development of high-yielding oil palms through a stake in Verdant Bio Science.
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, 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.
The board of directors believes that the companies in which AvH participates are generally well positioned, although major uncertainties in the economic situation and on the financial markets call for caution when making specific profit projections. Nevertheless, the board of directors is confident about the group's development in 2016.
(February 26, 2016)
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'.
Jacques Delen (°1949, Belgian) Chairman of the board of directors (since 2011) Non-executive director (since 1992)
Mandate end 2016
Non-executive director (since 2013)
Mandate end 2017
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 2019
Thierry van Baren (°1967, French / Dutch) Independent, non-executive director (since 2006)
Mandate end 2018
Non-executive director (since 1993)
Mandate end 2017
The mandates of Jacques Delen, Pierre Macharis and Pierre Willaert expire at the ordinary general meeting of May 23, 2016. The board of directors will propose to the ordinary general meeting to renew their mandates for a period of four years. The mandate of Teun Jurgens, who has been a director since 1996, expires at the forthcoming annual general meeting. The board of directors wishes to thank Theun Jurgens for his long and constructive engagement as a director and his involvement with the group.
The board of directors will also propose to the ordinary general meeting of May 23, 2016, to appoint Marion Debruyne and Valérie Jurgens for a period of four years as independent directors, given that they both meet the independence criteria set forth in Article 526ter of the Companies Code and in Article 2.2.4 of the company's Corporate Governance Charter.
Professor Marion Debruyne holds a degree in civil engineering (1995) and a doctorate degree from the Faculty of Applied Economic Sciences (2002), both at Ghent University. She lectured at Wharton School, Kellogg Graduate School of Management, and Goizueta Business School, all in the USA. Marion Debruyne is currently dean of Vlerick Business School. Her fields of expertise include innovation management, marketing & sales, and strategy.
Valérie Jurgens earned a doctorate degree from the School of Oriental and African Studies of London University (2010), where she is currently working as a research associate. Valérie Jurgens is also on advisory bodies of several institutions that work to improve the condition of man and the environment in the United Kingdom and in the Caribbean.
Pierre Macharis (until the annual general meeting of May 23, 2016), 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 directors 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.
Frederic van Haaren was unable to attend the board meeting of March 25, 2015.
In 2015, the board of directors 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, examined the off-balancesheet commitments, and discussed the recommendations of the advisory committees.
Several (dis)investments were discussed in the course of 2015, such as the acquisition of Residalya and Patrimoine & Santé in exchange for the phased exit from Holding Groupe Duval, the sale of the Handling Automation division by Egemin to the German KION group, the sale of Hertel to the French Altrad group, the acquisition of the Dutch wealth management company Oyens & Van Eeghen by Bank Delen, the sale by Extensa of the Royal Warehouse on the Tour & Taxis site to Leasinvest Real Estate, the sale of Trasys Group to NRB, and the financing of Groupe Flo.
At the board meeting of June 22, 2015, Julien Pestiaux explained the possible implications of the growing scarcity of commodities for the group.
In 2015, the board of directors invited the management of Anima Care, Bank Delen, D.E.M.E., Extensa Group, Leasinvest Real Estate and Sipef to give a presentation on the general state of affairs of their respective companies or on particular investments.
Finally, the board of directors appointed John-Eric Bertrand to the executive committee with effect from July 1, 2015.
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 25, 2015. 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.
For the sake of completeness, it should be mentioned that the members of the executive committee attend the meetings of the board of directors.
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 2015, no decisions had to be made to which this policy applied.
The board of directors published its policy on the prevention of market abuse in the Charter (Section 5).
| President | 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:
On February 23 and August 24, 2015, 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 18, 2015 focused on the financial reporting, as published in the annual report of 2014, and the review of the 'one-on-one' rule related to the non-audit services provided by Ernst & Young. The off-balance-sheet commitments and the report of Ernst & Young on the effectiveness of the internal control measures concerning staff remuneration were also discussed.
At its meeting of January 15, 2016, the audit committee discussed the annual reporting on internal audit and risk management with, among other things, the external IT audit report.
The audit committee members attended a Guberna seminar on how to optimize the audit committee procedures.
The audit committee reported systematically and extensively to the board of directors on the performance of its duties.
Frederic van Haaren was unable to attend the meeting of the remuneration committee of March 25, 2015.
At its meeting of March 25, 2015, 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 variable remuneration to the members of the executive committee against the recommendations it had made on this subject at its meeting of November 14, 2014.
At the meeting of November 17, 2015, 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 2016, the remuneration of the directors, and the number of stock options to be granted to the members of the executive committee. The committee also recommended increasing the attendance fee for directors (for meetings of the board of directors and of the audit and remuneration committees) to 2,500 euros for the 2015 financial year as planned. The committee based this recommendation on a report by PricewaterhouseCoopers entitled 'Non-Executive Directors' Remuneration Survey' (edition 2015) and on a comparison with the remuneration of the boards of directors of the other BEL20 companies, which revealed that the total remuneration of the board of directors of Ackermans & van Haaren ranks among the lowest quarter of the BEL20 companies.
On January 19, February 24 and March 25, 2015, the board of directors deliberated as the nomination committee on the future composition of the board of directors and the succession of the CEO and decided, in accordance with the procedure of Article 2.2.2 of the Charter, to propose to the ordinary general meeting of May 26, 2015, to reappoint Julien Pestiaux.
On October 7, 2015, the nomination committee again deliberated on the succession of the CEO and the chairmanship and the future composition of the board of directors.
On November 17, 2015, the board of directors proposed to appoint Jan Suykens to succeed Luc Bertrand as chairman of the executive committee, and to appoint Luc Bertrand to succeed Jacques Delen as chairman of the board of directors, with effect from the ordinary general meeting of May 23, 2016. The board of directors believes it is in the interest of the company and the group that the board of directors is presided over by a person who has an intimate knowledge of the group's activities and has the necessary skill and experience to lead meetings of governing bodies.
Jacques Delen, chairman of the board of directors, attends the meetings of the executive committee as an observer.
Luc Bertrand (°1951, Belgian) Chairman of the executive committee
Since 1986 at Ackermans & van Haaren
Jan Suykens (°1960, Belgian) Member of the executive committee
• Master's degree in applied economic sciences (UFSIA - 1982); MBA (Columbia University - 1984)
• He worked for a number of years at Generale Bank in Corporate and Investment Banking.
Since 1990 at Ackermans & van Haaren
Piet Bevernage (°1968, Belgian) Secretary general and member of the executive committee
Since 1995 at Ackermans & van Haaren
Piet Dejonghe (°1966, Belgian) Member of the executive committee
Since 1995 at Ackermans & van Haaren
Tom Bamelis (°1966, Belgian)
CFO and member of the executive committee
Since 1999 at Ackermans & van Haaren
Koen Janssen (°1970, Belgian)
Member of the executive committee
Since 2001 at Ackermans & van Haaren
Since 1997 at Ackermans & van Haaren
John-Eric Bertrand (°1977, Belgian) Member of the executive committee since July 1, 2015
Since 2008 at Ackermans & van Haaren
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.
On the recommendation of the audit committee of January 15, 2016, the board of directors will propose to the ordinary general meeting of May 23, 2016, to renew the statutory auditor's mandate of Ernst & Young Bedrijfsrevisoren BCVBA, represented by Patrick Rottiers and Wim Van Gasse for a three-year term.
In 2015, a statutory annual fee for auditing the statutory and consolidated Ackermans & van Haaren annual accounts of 48,358 euros (excluding VAT) was paid to the auditor. In addition, a fee of 3,250 euros (excluding VAT) was paid to Ernst & Young Tax Consultants for tax advice and 107,350 euros (excluding VAT) to Ernst & Young Bedrijfsrevisoren for various activities.
The total fees for audit activities paid in 2015 by Ackermans & van Haaren and its consolidated subsidiaries to Ernst & Young amounted to 927,593 euros (including the abovementioned 48,358 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, back up 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 back up 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'.
Ackermans & van Haaren holds 307,832 treasury shares as at December 31, 2015. 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.
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 will propose to the ordinary general meeting of May 23, 2016, to appoint Marion Debruyne and Valérie Jurgens as independent directors. Subject to the approval of this proposal, the company will comply as of May 23, 2016 with the conditions of Article 518bis of the Companies Code regarding the representation of women on the boards of directors of listed companies.
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 2015, 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 25, 2015, 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 variable remuneration to the members of the executive committee against the recommendations it had made on this subject at its meeting of November 14, 2014.
At its meeting of November 17, 2015, the committee discussed the fixed and variable remuneration of the members of the executive committee for 2016, the remuneration of the directors, and the number of stock options to be granted to the members of the executive committee. The committee also recommended increasing the attendance fee for directors (for meetings of the board of directors and of the audit and remuneration committees) to 2,500 euros as from the 2015 financial year as planned. The committee based this recommendation on a report by PricewaterhouseCoopers entitled 'Non-Executive Directors' Remuneration Survey' (edition 2015) and on a comparison with the remuneration of the boards of directors of the other BEL20 companies, which revealed that the total remuneration of the board of directors of Ackermans & van Haaren ranks among the lowest quarter of the BEL20 companies.
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 2015, the relative share of each component in the overall remuneration paid to members of the executive committee was as follows:
| Fixed remuneration | 40.95% |
|---|---|
| Bonus | 38.20% |
| Stock options | 6.80% |
| Group and hospitalisation insurance |
13.37% |
| Company car and smartphone |
0.68% |
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 2015 compared with 2014, except for the appointment of John-Eric Bertrand as member of the executive committee with effect from July 1, 2015.
The board of directors does not expect to make any fundamental changes to the remuneration policy in the current and next financial years, except that the mandate of Luc Bertrand as chairman of the executive committee expires at the ordinary general meeting of May 23, 2016, and that he will be succeeded on that date and in that post by Jan Suykens. This change of position and change in responsibilities will have an impact on the fixed and variable remuneration of the individuals concerned.
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 2015 can be broken down as follows:
| Status | self-employed |
|---|---|
| Fixed remuneration | € 694,320 |
| Variable remuneration(1) | € 668,995 |
| Stock options (taxable basis) |
€ 168,386 |
| Group insurance ('fixed contribution' type) and hospitalization insurance (contributions paid by the company) |
€ 467,681 |
| Benefits in kind (company car and smartphone) |
€ 12,325 |
(1) Including the director's fee from Sipef to the amount of € 25,000 (see 3. below)
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 2015 can be broken down as follows, with the reminder that John-Eric Bertrand has been a member of the executive committee since July 1, 2015:
| Status | self-employed |
|---|---|
| Fixed remuneration | € 2,064,360 |
| Variable remuneration | € 1,891,760 |
| Stock options (taxable basis) |
€ 289,414 |
| Group insurance ('fixed contribution' type) and hospitalization insurance (contributions paid by the company) |
€ 432,798 |
| Benefits in kind (company car and smartphone) |
€ 33,570 |
2.8 Options exercised by and granted to the members of the executive committee in 2015
Certain members of the executive committee exercised a total of 78,000 options in 2015.
| Name | Num- ber | Exercise price |
Year granted |
|---|---|---|---|
| Luc Bertrand |
16,000 | € 37.02 | 2009 |
| Jan Suykens |
5,500 | € 27.08 | 2005 |
| Jan Suykens |
5,500 | € 46.09 | 2006 |
| Jan Suykens |
5,500 | € 37.02 | 2009 |
| Jan Suykens |
5,500 | € 52.05 | 2010 |
| Piet Dejonghe |
4,000 | € 46.09 | 2006 |
| Piet Dejonghe |
4,000 | € 52.05 | 2010 |
| Tom Bamelis |
4,000 | € 62.12 | 2007 |
| Tom Bamelis |
4,000 | € 66.05 | 2008 |
| Tom Bamelis |
4,000 | € 60.81 | 2011 |
| Piet Bevernage |
4,000 | € 46.09 | 2006 |
| Piet Bevernage |
4,000 | € 37.02 | 2009 |
| Piet Bevernage |
4,000 | € 52.05 | 2010 |
| Koen Janssen |
2,000 | € 37.02 | 2009 |
| Koen Janssen |
2,000 | € 52.05 | 2010 |
| John-Eric Bertrand |
2,000 | € 52.05 | 2010 |
| John-Eric Bertrand |
2,000 | € 60.81 | 2011 |
| Expiration date | January 5, 2023 |
|---|---|
| Exercise price | € 100.23 |
| Luc Bertrand | 16,000 |
| Jan Suykens | 5,500 |
| Tom Bamelis | 4,000 |
| Piet Bevernage | 4,000 |
| André-Xavier Cooreman | 4,000 |
| Piet Dejonghe | 4,000 |
| Koen Janssen | 4,000 |
| John-Eric Bertrand | 2,000 |
| Total | 43,500 |
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, June 27, 2014, and July 3, 2015 with Koen Janssen, André-Xavier Cooreman and John-Eric Bertrand respectively with respect to their mandates on the executive committee, of which they have been members since April 1, 2012, July 1, 2014, and July 1, 2015 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, André-Xavier Cooreman and John-Eric Bertrand, 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 John-Eric Bertrand will be presented for approval by the annual general meeting of May 23, 2016 in accordance with Article 554, fourth paragraph of the Companies Code.
The contracts between the company and the members of the executive committee also contain provisions regarding the criteria for granting variable 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 chairman 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 general 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 decided 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.
Each director received a director's fee in 2015 (for financial year 2014).
The amounts paid directly or indirectly by Ackermans & van Haaren and its subsidiaries in the form of individual remuneration and other benefits to the respective directors in 2015 (for financial year 2014) are limited to the director's fees and attendance fees below:
| Director's fees |
Attend- ance fees | |
|---|---|---|
| Alexia Bertrand | € 30,000 | € 14,400 |
| Luc Bertrand | € 30,000 | € 14,400 |
| Jacques Delen | € 60,000 | € 14,400 |
| Teun Jurgens | € 30,000 | € 11,200 |
| Pierre Macharis | € 32,500 | € 19,200 |
| Julien Pestiaux | € 35,000 | € 22,400 |
| Thierry van Baren | € 37,500 | € 27,200 |
| Frederic van Haaren |
€ 32,500 | € 19,200 |
| Pierre Willaert | € 40,000 | € 22,400 |
| Total | € 327,500 | € 164,800 |
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 performance-related remuneration.
For the sake of completeness it should be noted that in 2015 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 (25,000 euros) (see 2.6 above). Jacques Delen also received, directly and indirectly, remuneration in 2015 in his capacity as chairman of the board of directors of Bank Delen and as manager of Delen Investments to the amount of 404,000 euros (including pension insurance) and has a company car at his disposal. In 2015, he also received director's fees from Sipef (25,000 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 financial year 2015.
Since Luc Bertrand will retire as chairman of the executive committee after the ordinary general meeting of May 23, 2016, and from that date will take the role of chairman of the board of directors and additionally, in the interest of the group, will become or remain chairman and/or director of CFE, DEME, Delen Private Bank, Bank J.Van Breda & Co and Sipef, the remuneration committee proposed to grant him a fixed remuneration of 350,000 euros per year (with effect from June 1, 2016).
On behalf of the board of directors, March 21, 2016.
Luc Bertrand Chairman of the executive committee
Jacques Delen Chairman of the board of directors
President Luc Bertrand Members Tom Bamelis John-Eric Bertrand Piet Bevernage André-Xavier Cooreman Piet Dejonghe Koen Janssen Jan Suykens
(Together with the members of the executive commitee) Marc De Pauw Matthias De Raeymaeker An Herremans Jens Van Nieuwenborgh
Tom Bamelis Financial director Hilde Delabie Group controller Ben De Voecht Group controller Marc De Groote Accountant Bart Bressinck Accountant Jean-Claude Janssens Treasurer
Katia Waegemans Communication & 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 Petra Van de Velde Management assistant
Ernst & Young Bedrijfsrevisoren BCVBA, represented by Marnix Van Dooren
Patricia Bielen Management assistant Chantal Dille Management assistant Sarah Franssens Management assistant Sonja Goossens Personnel administration Lydie Makiadi Management assistant Brigitte Stockman Management assistant
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 22,077 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. Safety is an important aspect too.
Anima Care stands for quality. It focuses on the continuous improvement of its working methods and operating systems, and pays special heed to the selection, coaching and development of its staff, who put the quality vision and values of Anima Care into practice day after day. The staff are continuously coached and are regularly given in-service training so that they can grow in their job and become ready to take on greater responsibility. Using well thought-out and clearly defined processes, the teams are encouraged to work more efficiently so that more time remains for what really counts: high-quality care for the residents.
In 2015, DEME stepped up its efforts in the area of health by strongly investing in the online health platform Energy@DEME, which is available on a 24/7 basis. Employees who register receive a Vivofit Garmin pedometer that counts their steps and automatically synchronizes them with the platform as part of a worldwide 'DEME Step Challenge'. In 2015, more than 2,000 employees worldwide were persuaded to take exercise, eat a healthy diet and adopt a healthier lifestyle. A distance of more than one million kilometres was synchronized on the Energy@DEME platform in less than 12 months.
Figures show that DEME's proactive approach to safety works, with a marked improvement in the seriousness of incidents in recent years. In 2015, DEME won 'Bechtel's Safety Excellent Contractor Award' and five 'Safety Subcontractor of the Month' awards for its exemplary compliance with safety regulations on the challenging Wheatstone project (Australia). On this project, 2.6 million man-hours were worked without lost-time incidents. DEME was also accoladed with Chevron's prestigious 'Contractor Recognition Award' for its significant contribution to the safety performance on the whole project.
Agidens and its partners received the 'Fire Forum Award' in 2015 for the project in the Liefkenshoek rail tunnel where they built a safety system that complies with the SIL II standards. A unique project in Belgium.
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 solutiondriven approach as reflected in a clear stepby-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).
Sipef's customers set great store by traceability and visibility of the origins of the products they buy. Sipef therefore attaches great importance to transparent value chains, with full traceability of the palm products, rubber, bananas and tea that are supplied. Traceability was introduced from the field, both on Sipef's own plantations and those of small suppliers, to the port. All incoming raw materials are fully identified and will not be processed if their provenance is uncertain. The small farmers form part of the value chain and are actively encouraged and supported to obtain certification by providing free training and coaching. Improving skills and livelihood not only creates stable and transparent value chains but, even more importantly, builds stable and harmonious communities and partnerships.
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.
In 2015, DEME organized an 'Innovation Contest' for all its employees worldwide for the first time. The purpose of the contest was to scout for innovative ideas, whether fully or partially realized or still in the conceptual phase. There were more than 415 entries from individuals and teams. This multidisciplinary philosophy and cooperative approach already resulted in some remarkable outcomes in 2015. An innovative, second-generation cutter head was designed specially for hard substrates. Another outcome is the use of a state-of-the-art wireless system for on-board data collection providing an insight into the relation between motor, pump and duct when pumping very rough mixes over very long distances.
The further optimization of the use of fertilizers and pesticides, where drones will make a substantial contribution in the future, remains one of the key issues in the tropical agro-inliminary topographic investigation in Sipef's
In recent years renewable energy has become an increasingly important element of Ackermans & van Haaren's strategy. Many group renewable energy, energy savings or co-generation. Most group companies have also
For Agidens, the environment is an important part of its service. The consulting department helps businesses to chart their energy conaudit. After such an audit, the group helps areas (for instance by automation processes).
BREEAM is the world's leading assessment method for the sustainability of master planning projects, infrastructure and buildings. The focus on sustainable value creation and efficiency makes BREEAM-certified developments attractive real estate investments and generates sustainable environments that promote the well-being of the people who live and work there. At Leasinvest Real Estate, the BREAAM In-Use score of the Crescent office building in Anderlecht was improved in 2015 from 'very good' to 'excellent'. For the Royal20 office building in Luxembourg, the target is a score of 'very good' or 'excellent'.
Sipef Biodiversity Indonesia (SBI) holds a 60-year licence for the management of a forest area of 12,672 hectares in Sumatra. This licence to restore the ecosystem was issued to SBI in 2013 and is the only type of licence that allows private-sector entities to manage forests for conservation purposes. Sipef is the first plantation group to start up such a project. The project site is located next to the Kerinci Seblat National Park (KSNP) and acts as a buffer for the park. It is a semi-mountainous area, varying in height from 300 to 650 metres, and forms a front line for deforestation and is under intense pressure from illegal logging and poaching. Since the local authorities and KSNP do not have the resources to guard the area, active management by a project such as SBI is the only alternative.
Top left: Agidens - Bottom left: Anima Care Top right: DEME - Bottom right: Leasinvest Real Estate - The Crescent
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.
BPI Luxembourg (CFE) has acquired a property which, for as long as the necessary permits have not been issued, it makes available to the local authority to accommodate max. 500 refugees. The first refugees arrived at the beginning of December 2015.
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. These organizations are less well known to the general public and therefore find it more difficult to secure funding. Through Doctors Without Vacation, some 400 doctors and nurses spend their holidays treating patients in African hospitals. In the past few years, Entrepreneurs Without Borders planted more than 4.5 million trees in Burkina Faso to stem the desertification process in the Sahel belt. In this way, they improve local living conditions and remove the need to emigrate from the region.
Each year, Delen Private Bank selects a number of 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.
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 2015, AvH supported, among others, the following institutions, organizations and projects to a total amount of 335,000 euros:
AvH supported Europalia again in 2015, and for this edition Luc Bertrand took on the post of General Commissioner.
From October 2015 to January 2016, Europalia turned the spotlight on Turkey for the 25th edition of the arts festival. Turkey is known as a cradle of cultures. Since early prehistoric times, Anatolia played a major pivotal role between Europe and Asia. There are few other countries with so many different succeeding or coexisting civilizations. The result was a fascinating intercultural cross-fertilization through the ages. As a crossroads between the cultures of Asia and Europe, Turkey was an ideal candidate for this Europalia edition.
Europalia Turkey organized 19 exhibitions and 248 other events in 118 days and across 44 cities. For this purpose, the festival worked together with 127 cultural partners.
Three main exhibitions covered the festival period. 'Anatolia' exhibited more than 200 exceptional works of art from 40 museums in Turkey; 'Imagine Istanbul' presented Ara Güller, grand master of photography, to the Belgian public; and finally, 'Istanbul. Antwerp. Two ports.Two cities' in the MAS museum splendidly showed the similarities between these two port cities.
Besides art from the past, Europalia Turkey also wanted to offer a platform for the contemporary Turkish art scene. This was
Luc Bertrand - General Commissioner of Europalia Turkey
already showcased at the two main exhibitions, 'Imagine Istanbul' and 'Istanbul. Antwerp. Two ports.Two cities', where 14 Turkish artists created new works. There were also exhibitions of three internationally renowned artists: the first Belgian retrospective exhibition of Hüseyin Bahri Alptekin at the MHKA (Antwerp); Ayşe Erkmen in dialogue with Ann-Veronica Janssens at the S.M.A.K. (Ghent); Gülsün Karamustafa with Koen Theys and with Kasper Bosmans at the CENTRALE for Contemporary Art (Brussels) and in Argos (Brussels).
Europalia Turkey was also a fascinating laboratory for young artists, with 22 residencies being organized before or during the festival.
(31/12/2015)
DEME closed a particularly active year 2015 with a net profit of 199.2 million euros, an 18% increase compared with 169.0 million euros in 2014.
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.
Since DEME was able in the course of 2015 to finish a number of major projects (Wheatstone and Hay Point in Australia, Suez Canal in Egypt, Doha New Port in Qatar, Northwind and Gode Wind offshore wind farms), some of which extended over several financial years, and certain big new projects were still in their start up phase in 2015, the turnover (economic turnover, i.e. including the jointly controlled group companies on a proportional basis) for 2015 amounted to 2,351.0 million euros, or 9.1% down on the previous year. Nevertheless, the operating result that was realized on this turnover was excellent: the EBITDA increased from 501.5 million euros (19.4%) in 2014 to an exceptionally good 558.4 million euros (23.8%).
The strong cash flow generation permitted DEME to end 2015 with only a moderate increase in the net financial debt to 266.7 million euros, after having invested 373.0 million euros in the expansion of its fleet (340.8 million euros net, including the sale of old assets).
The order backlog at the end of December 2015 amounted to 3,185 million euros (2014: 2,420 million euros). New orders were won in 2015 in various regions and sectors, such as the largescale Tuas project in Singapore. DEME Concessions (DEME 100%) entered into a joint venture to develop the large-scale Merkur offshore wind farm (400 MW) in Germany. GeoSea will begin the installation of the 66 offshore wind turbines in 2016. GeoSea also won a contract worth 340 million euros for the construction of 56 offshore wind turbines on the Galloper project in the United Kingdom, while new contracts were signed by DEME a.o. in Egypt, Panama, Turkey and Norway.
2015 saw the continuation of several long-term dredging contracts.
In Belgium, dredging contracts in the ports of Zeebrugge, Ostend and Blankenberge continued. In January 2015, a new five-year contract was awarded for maintenance dredging on the river Scheldt. In the port of Antwerp, DEME continued to operate Amoras, the largest dewatering plant for dredged material in Europe. In the Netherlands, 2015 was dominated by the ongoing coastal protection works as part of the 290 ha Waterdunen project in Breskens. Other projects by de Vries & van de Wiel include a tulip-shaped archipelago for the town of Zeewolde, the widening of the Juliana Canal, dike reinforcement along the river Lek, the replacement of the Rubis jetty, and dredging of the 'Donauhaven' in the port of Rotterdam. In Germany, Nordsee Nassbagger- und Tiefbau secured a two-year maintenance contract on the Weser. The maintenance contracts with water injection on the river Elbe and the Kiel Canal were extended for another year. The UK team won several contracts, such as the project for maintenance dredging in Belfast, which started in December 2015, and the project for the Medway Access Channel in the Thames estuary. In France, DEME carried out maintenance dredging in Bayonne and Gravelines, a dredging campaign with water injection on the Gironde for the Grand Port Maritime de Bordeaux, and dredging, land reclamation and treatment of contaminated sediments for the Grand Port Maritime de Dunkerque. The spectacular projects in La Réunion involved the extension of Port Est and the construction of the Nouvelle Route du Littoral, a 13-km offshore coastal road.
The project for the new Suez Canal was completed successfully and well ahead of schedule. In October 2014, the Suez Canal Authority awarded a contract to the DEME (75%) - Great Lakes (25%) consortium for the realization of an additional 250-metre-wide, 24-metre-deep and 29.5-kmlong fairway through the Great Bitter Lake. The access channels to the lake have been widened to 140 metres. For this project, DEME deployed
a rarely seen fleet of 4 cutter suction dredgers, 6 suction hopper dredgers and 42 auxiliary vessels, dredging 40 million m³. DEME also landed another contract to dredge the eastern access channels to Port Said. Mersin International Port Management awarded DEME a major contract in Southern Turkey to widen and deepen the fairway, turning basin, harbour basin and approach channel to the jetties. In Algeria, DEME carried out maintenance dredging works in the port of Annaba.
The large contract for the port of Sabetta on the Yamal peninsula, which was carried out by Mordraga, DEME's Russian subsidiary, involved the widening and deepening of a maritime canal in the river Ob, deepening of the access channel and port basin for the new LNG terminal, and dredging works for two new jetties and the extension of the existing jetty. Mordraga has also successfully completed a maintenance dredging project in St. Petersburg.
In February 2015, Dredging International Asia Pacific won Phase 1 of the Tuas Terminal Project, in a joint venture with the South Korean company Daelim Industrial. This huge project involves the construction of a brand-new logistic hub that is due for completion by 2021. The Jurong Island Westward Extension project is progressing according to plan and will be finished by 2018. It involves the reclamation of around 38 million m³ of new land on Jurong Island, Singapore's petrochemical hub. In Papua New Guinea, the long-term contract for the removal of mine-derived sediments from the Lower OK Tedi River was extended for a five-year period. Dredging International Australia completed the Wheatstone project for Chevron's LNG export terminal in Onslow, Western Australia.
DEME reported its busiest year ever on the African continent. At the beginning of 2015, the company secured the three remaining phases of the Atlantic City project, a prestigious development in Lagos. Another long-term project in Nigeria is being carried out through a PPP agreement under the Bonny Channel Company, a joint venture with the National Ports Authority. DEME was also involved in the extension of the service port of Intels in Onne, land reclamation for the Ilubirin Island (Lagos) Lagoon project, deepening works in Cotonou (Benin), extension of the TIL Lomé Container Terminal (Togo), a new fishing port in Abidjan (Ivory Coast), coastal protection works in Ada (Ghana) and maintenance dredging contracts for the ports of Conakry (Guinea) and Soyo (Angola).
In the Middle East, the New Port project in Doha, Qatar, which was awarded in 2012, has been completed, and the first merchant vessels entered the port in December 2015. The works involved dredging the fairway and land reclamation for the economic zone and the new naval base. The other major project in the region that started in 2015 is the real estate development 'La Mer', owned by Dubai-based Meraas Development. The new 2.9 million m² land reclamation will comprise residential, commercial and recreational areas.
The most important dredging project to be completed in South America in 2015 was Porto Sudeste in Brazil, where DEME dredged the turning basin and the access channel. In 2016, DEME will carry out maintenance dredging in the inner and outer fairways of the Rio Grande in Brazil, and will further widen and deepen the Pacific access channel of the Panama Canal.
2015 was a good year for International Seaport Dredging (ISD), a subsidiary of DEME, which realized a record turnover, in particular with port extension projects in India. Examples include the projects for Jawaharlal Nehru Port in Mumbai, India's biggest container port, the Kamarajar port project, the maintenance dredging works in the port of Dhamra, and land reclamation in the port of Kakinada. DEME returned to the Maldives for the second phase of the land reclamation project on the island of Hulhumalé. The aim is to build accommodation for around 100,000 people on the 244 ha of land.
DEME is active in most European countries with an important offshore wind industry.
DEME's presence and fleet in Germany were stepped up considerably in 2015. In May, DEME formally acquired the assets and personnel of its long-time partner Hochtief Solutions. DEME executed the Transport & Installation (T&I) contract for the foundations of the Gode Wind and Nordsee One offshore wind farms. DEME completed the Engineering, Procurement, Construction & Installation (EPCI) contract for Baltic 2, while DEME subsidiary GeoSea was chosen as exclusive EPCI contractor for the Merkur offshore wind farm. In the United Kingdom, DEME was awarded the EPCI contract for the foundations of the Galloper offshore wind farm of RWE Innogy. In addition, DONG Energy awarded the T&I contract for the Race Bank offshore wind farm to DEME. The EPCI contract for the Kentish Flats Extension offshore
Suez Canal - Egypt
wind farm of Vattenfall was completed. Tideway, a subsidiary of DEME, carried out the rock placement works for the Gwynt-y-Môr wind farm.
In Belgium, DEME is preparing the offshore installation works for the Rentel offshore wind farm, which is partly owned by DEME Concessions. Work is expected to begin in 2017.
In the Netherlands, DEME's subsidiary EverSea, which is specialized in complex offshore marine engineering projects, successfully completed a T&I project on two gas platforms of GDF Suez E&P Nederland. DEME also landed a first T&I contract for the unmanned gas platform with minimal facilities for Oranje-Nassau Energie. Installation is scheduled for mid-2016.
DEME carried out the seabed levelling and erosion protection works for the gas export pipeline of the Wheatstone project (Australia). In the summer, the Rollingstone arrived in Mexico to start rock placement works for several contractors in preparation for pipeline laying for PEMEX. At the beginning of 2015, DEME signed a contract with Saipem for a second project in Venezuela – the 'PDVSA Dragon' project.
In 2015, DEME was busy with rock placement works up to 600 metres on the Norwegian plateau while DEME's subsidiary Tideway worked on several infrastructure projects such as a contract for the protection of a water pipeline crossing over the River Scheldt in Belgium and the Netherlands. In 2016, DEME will perform rock placement works on the Lower Churchill Project in Canada, for the NordBalt project between Sweden and Lithuania and in the Strait of Gibraltar in Spain.
Offshore & Wind Assistance (OWA) executed a maintenance campaign for Senvion on the offshore wind farms Thornton Bank (Belgium), Ormonde (UK), Alpha Ventus and NorseeOst (both in Germany). OWA also provided monitoring and inspection services on the Thornton Bank as part of a long-term framework agreement for services with C-Power. OWA also continued to provide maritime logistics services on the Belgian and German coasts with the maintenance vessels Aquata and Arista. OWA will manage and maintain the infrastructure, except for the turbine, of the future Gemini wind farm in the Dutch North Sea.
The joint venture Combined Marine Terminal Operations (CTOW) continued its contract for the provision of harbour towage services in the port of Onne in Nigeria. In Luanda, Angola, CTOW installed temporary navigation aids to demarcate the deepest section of the access channel in the port.
In view of a weakening oil and gas industry, heavylift contractor Scaldis is now focusing on the offshore wind industry (transport and installation works for Luchterduinen, Gemini, Nordsee One, Rampion and Nobelwind) and on the decommissioning of oil and gas platforms. Rambiz 3000, the heavy-duty crane vessel, will remove three platforms in the southern North Sea for Perenco, and 11 platforms for ConocoPhillips over the next three years, in a joint venture.
Kentish Flats - United Kingdom
With several soil and sediment recycling centres in Belgium and the Netherlands, DEME's environmental firms (DEC, de Vries & van de Wiel, and Ecoterres) remediated more than 1.25 million tonnes of polluted soil and dredged sediments in 2015, which makes them market leaders in this field in Belgium and the Netherlands. In addition to those recycling centres, Ecoterres opened a new treatment plant in France (Bruyères-sur-Oise).
DEC worked on several brownfield projects in Belgium (Bekaert in Zwevegem and Hemiksem, and Bayer in Ghent) and treated dredged sediments at its centres in Belgium for NV Waterwegen en Zeekanaal (the Belgian inland waterways authority). Ecoterres and its specialist dredging subsidiary Kalis completed a four-year maintenance contract for the Walloon waterways. In Balen, DEC is currently involved in a project to dehydrate process residues of Nyrstar.
DEC won its first contract from ExxonMobil. Together with the Norwegian company Veidekke Entreprenør AS, DEC will remediate the site of a former refinery. Completion is due by 2019.
At the end of 2015, DEME set up a new division comprising two new entities, specializing in marine civil engineering: DEME Infra Sea Solutions (DISS) and DEME Infra Marine Contractor (DIMCO). In this way, DEME wants to offer its customers global and integrated solutions in dredging and marine civil engineering. As part of this process, the entities CFE Nederland BV and GEKA Bouw BV were repositioned under DIMCO, along with part of the workforce of the civil engineering division of CFE Belgium. From now on, the group's marine and river civil engineering activities will be carried out exclusively by DISS and DIMCO (subsidiaries of DEME).
At the beginning of 2016, DIMCO won a contract in a joint venture with a local contractor for the construction of a 400-metre-long seawall for a new offshore terminal in the Rotterdam Maasvlakte. The work will be finished by the beginning of 2017.
Despite the continuing recession in the European construction industry, 2015 was a busy year for DEME Building Materials. Several major projects in the Benelux area were successfully completed, such as the supply of sand and gravel for the construction of the new Kieldrecht lock in the port
Innovation - Antwerp
of Antwerp, the largest lock in the world. The construction market in the United Kingdom was remarkably buoyant, and demand is expected to continue in 2016. In 2015, DBM brought the new and unique treatment plant in Boulogne-sur-Mer in France into use.
OceanflORE is a 50/50 joint venture between IHC Merwede and DEME which focuses on valuable deep-sea mining solutions. In 2015, OceanflORE carried out research and design work for the excavation of the deposits, their vertical transportation to the surface, and on board processing.
DEME Concessions provides resources, including venture capital and project-specific knowledge, to carry out DEME's marine activities, and supports the different entities of the group.
DEME Concessions holds a stake in the second Coentunnel project in Amsterdam, including a 24-year maintenance contract. In the Democratic Republic of Congo, a PPP agreement was signed with Congolaise des Voies Maritimes for a tenyear concession for dredging works on the Congo River.
Together with the other shareholders of Otary, DEME Concessions Wind holds three Belgian concessions for offshore wind farms: Rentel, SeaStar and Mermaid. Rentel will finalize the funding for its project by the summer of 2016. Power@Sea (a joint venture with SRIW/SOCOFE) is also one of the founding partners of the first Belgian offshore wind farm, C-Power. DEME Concessions has a 12.5% stake in the 400 MW Merkur offshore wind farm in the German part of the North Sea. Funding is expected to be finalized by mid-2016. DEME Blue Energy (DBE; DEME 70%, PMV 30%) focuses primarily on the development of tidal and wave energy. In Scotland and Ireland, DBE, in a 50/50 joint venture with NUHMA (DEME's partner in C-Power and Otary), and together with a local partner, holds two concessions for tidal energy: the West Islay Tidal Energy project and Fair Head Tidal Energy Park.
Global Sea Mineral Resources (GSR) is the subsidiary of DEME that specializes in the development of sustainable deep-sea mining. In January 2013, the International Seabed Authority and GSR signed a 15-year contract for prospecting and exploration for polymetallic nodules. After GSR's first expedition in the Central Pacific in 2014, a second campaign in 2015 made a careful study of three smaller areas.
A well-filled order book puts DEME in a good position for 2016.
| (€ 1,000) | 2015 | 2014 | ||
|---|---|---|---|---|
| (1) | (2) | (1) | (2) | |
| Turnover | 2,286,124 | 2,351,020 | 2,419,656 | 2,586,920 |
| EBITDA | 489,215 | 558,389 | 443,634 | 501,494 |
| EBIT | 269,211 | 318,364 | 223,524 | 259,067 |
| Net result (group share) | 199,196 | 199,196 | 168,991 | 168,991 |
| Shareholders' equity (group share) | 1,132,860 | 1,132,860 | 986,736 | 986,736 |
| Net financial position | -269,465 | -266,747 | -126,841 | -212,792 |
| Balance sheet total | 3,149,769 | 3,233,452 | 2,901,499 | 3,132,733 |
| Order book (€ mio) | 3,185 | 2,420 | ||
| Capex (€ mio) | 373 | 176 | ||
| Personnel | 4,186 | 4,311 |
(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.
From left to right: Bernard Paquot, Martin Ockier, Dirk Poppe, Christel Goetschalckx, Bart Verboomen, Eric Tancré, Theo Van De Kerckhove, Wim Biesemans, Tom Lenaerts, Pierre Catteau, Pierre Potvliege, Philip Hermans, Harry Mommens, Luc Vandenbulcke, Els Verbraecken, Hugo Bouvy, Alain Bernard, Lucas Bols, Lieven Durt
CFE
on several major projects in 2015, such as the rail tunnel in Delft and the Nelson Mandela bridge in Alkmaar. GEKA carried out a large number of marine engineering projects, such as a sea and river jetty in Rotterdam and various contracts for public
The activities of CFE Contracting that were restructured at the end of 2015 showed a profit in 2015, despite increased competition on various markets. The outlook for 2016 and the following
2015 was a very good year for MBG and Atro, which reported a vigorous growth, while Groep Terryn refocused on its core business. BPC Brabant recorded a stable level of activity, while Amart, which saw a slight downturn, produced some prestigious projects, such as the Marks & Spencer store in the beautiful mixed-use Toison d'Or building in the centre of Brussels, which was realized by BPC Brabant. CFE Brabant realized several
and private sector customers.
Contracting
years is favourable.
Construction
CFE is a Belgian industrial group, listed on Euronext Brussels, active in three major areas: Dredging and Marine Engineering, Contracting, and Real Estate Development. The group operates worldwide, primarily with its dredging and marine engineering works, which are carried out by DEME (CFE 100%).
The turnover of CFE (excluding the contributions of DEME and Rent-A-Port) amounted to 953.3 million euros in 2015, compared with 1,090.9 million euros in 2014. This sharp decrease is attributable to the group's intention to limit its international exposure and to adopt a more selective approach in the Benelux area. The net result (excl. DEME) remained negative as a result of losses in the civil engineering activity, international activities and the execution of some largescale building projects in Brussels. However, the building activities in Flanders, multitechnics and rail infra as well as the real estate activities made a positive contribution, although not enough to offset the losses of the other activities and the substantial restructuring costs. After recovering an amount of 6 million euros during the second half of 2015, the CFE group still has a net claim of around 60 million euros against Chad. CFE is making every effort, together with the local authorities, to find the necessary funding to enable payment of the receivables.
The order book (excl. DEME) has decreased considerably due to the transfer of the civil engineering activity in the Netherlands (CFE Nederland and GEKA) to DEME, and the more selective intake of new projects. CFE's order book (excl. DEME) amounted to 975.3 million euros at year-end 2015, compared with 1,145.8 million euros at year-end 2014.
A major reorganization took place in 2015 within the CFE group. CFE Contracting, which since 4Q15 has been controlled by an executive committee led by the newly appointed CEO Raymund Trost, comprises the building activities in the Benelux area, Poland and Tunisia, multitechnics and rail infra. BPI, led by Jacques Lefèvre, brings together all real estate development activities in Belgium, Luxembourg and Poland. At the same time, CFE NV remains in charge of the other international building activities, and the non-marine civil engineering activities. 2015 saw the completion of several projects of CFE International in Chad, Sri Lanka and Algeria.
In civil engineering, CFE Nederland and GEKA were incorporated at the end of the year in DEME's new Infra Sea Solutions division, which also took over the personnel of the former MBG Civil Engineering. CFE Nederland continued work
CFE (excluding DEME): Breakdown by division
(€ million) Turnover Net result 2015 2014 2015 2014 Civil engineering 91.8 116.3 Buildings - Benelux 530.7 523.1 Buildings - International 118.2 165.9 Multitechnics & Rail Infra 204.4 268.0 Contracting 945.1 1,073.3 -34.1 -14.5 Real estate 27.2 45.6 7.0 4.3 PPP-Concessions (excl. RAP/RAP Energy) 1.4 0.8 1.7 -0.3 Holding & non-recurring items -20.4 -28.8 -0.3 -3.5 Total 953.3 1,090.9 -25.7 -14.0
Toison d'Or - Brussels
public and private renovation and new construction projects. There was solid growth for Leloup, which increased its turnover by 40%, and for BPC Hainaut-Liège-Namur, which started work on the CHC-MontLégia hospital project in Liège, and also completed two data centres for BNP.
In Luxembourg, CLE reported a high level of order intake and completed three projects in the tertiary sector. In Poland, CFE Polska ended the year with highly satisfactory margins. In Tunisia, CTE was active in several regions and was awarded two substantial contracts, including the renovation of Amilcar Hotel at the port of Sidi Bou Said.
VMA was active in the health care sector, the tertiary sector and in civil engineering, as well as on the automation market, more particularly for the new Scania plant in Sweden. Nizet Entreprise continued to develop, and realized several projects in Belgium, Sri Lanka and Vietnam.
In HVAC (heat, ventilation, air conditioning), Druart and its subsidiary Procool executed several major contracts, such as the renovation of Nestlé's office in Anderlecht. be.Maintenance consolidated its market position with concession contracts for periods of 25 to 30 years for a.o. Charleroi police station. Voltis successfully opened a third store in Wallonia.
In a market characterized by decreasing investments by Infrabel, ENGEMA was still able to realize several projects in signalling and in electrification and replacement of overhead lines. Louis Stevens & Co worked for Brussels Airport and for several wind farms. Remacom continued its rapid growth and strengthened its position on the Belgian rail market. ETEC, under the leadership of its new management team, consolidated its firm position in Hainaut.
Oosteroever - Ostend
BPI now encompasses all the real estate activities of the group. In the course of the financial year, sales progressed at a steady pace, which is reflected in substantially better results.
In Belgium, BPI completed the first phases of the urban redevelopment projects Solvay in Elsene and Oosteroever in Ostend and continued the construction of other projects. The Erasmus Garden project in Anderlecht was launched successfully, and several building lots have already been sold. In Luxembourg, CLi, which became BPI Luxembourg following the reorganization of the Real Estate Development division, completed the last residential projects Eden Green and Château de Beggen. A land position at the 'Route d'Esch' was acquired with a partner.
In Poland, BPI Polska successfully launched the sale of the new projects Wola Libre in Warsaw and Pacific in Gdansk. In Wroclaw, planning permission was requested for the emblematic Ksieca Witolda project, so that sales can start in the spring of 2016.
The Contracting and Real Estate divisions should contribute positively to the operating result of the group in 2016. The result of the holding (including PPP-Concessions activities and activities that have not been transferred) will be strongly dependent on the reimbursement of the outstanding receivables in Chad.
| (€ 1,000) | 2015(1) | 2014(1) | 2013(1,2) |
|---|---|---|---|
| Turnover | 3,239,406 | 3,510,548 | 2,267,257 |
| EBITDA | 504,925 | 479,485 | 213,221 |
| EBIT | 228,905 | 220,399 | 67,194(3) |
| Net result (group share) | 174,961 | 159,878 | 7,929(3) |
| Net result (group share) (incl. entries related to contribution DEME) |
-81,235 | ||
| Shareholders' equity (group share) | 1,423,277 | 1,313,627 | 1,193,153 |
| Net financial position | -322,719 | -188,130 | -781,389 |
| Balance sheet total | 4,302,159 | 4,215,452 | 4,160,919 |
| Order book (€ mio) | 4,160 | 3,566 | 4,388 |
| Personnel | 8,160 | 8,021 | 8,310 |
(1) 2015-2014: DEME 100%; 2013: results DEME 100%, balance sheet and order book 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
From left to right: Raymund Trost, Frédéric Claes, Piet Dejonghe, Renaud Bentégeat, Gabriel Marijsse, Fabien De Jonge, Jacques Lefèvre, Yves Weyts
Van Laere Group is a contractor operating across Belgium, focused on large-scale sustainable and innovative projects in civil engineering and in industrial construction, offices, care sector and residential projects.
Van Laere equalled the high level of activity in 2014 with a consolidated turnover of 170 million euros. This was accompanied by a strong improvement in the consolidated net profit. Van Laere thus confirms the trend of constantly improving results, despite losses on a Van Laere project and in Anmeco, which again weighed heavily on the results. The consolidated order book at year-end 2015 amounted to 199 million euros (2014: 176 million euros).
Targeted commercial work, combined with high-quality execution and respectful collaboration with the stakeholders, is the main reason why Van Laere was again able to report a very good turnover this year.
On July 1, 2015, the foundation stone was laid of a new workplace for 2,600 civil servants of the Flemish government on the Tour & Taxis site in Brussels. The 66,500 m² Herman Teirlinck building will be Belgium's biggest passive office building, and another example of Van Laere's knowhow in the area of innovative buildings. Another eye-catching project was the Gateway office building for CODIC / Immobel at Zaventem airport, which will be brought into use in 2016. As part of the Design & Build project Imalso, another office building was refurbished and built in Antwerp for the Flemish government.
In the education sector, Van Laere already completed five of the 15 schools in 2015 for the DBM (Design, Build and Maintain) programme 'Scholen van Morgen' (Schools of Tomorrow). The scale of the programme means that Van Laere is still learning. In the last few years, PPP (Public-Private Partnership) projects have become a fixture in Van Laere's portfolio. Projects are carefully selected, given the considerable research costs involved. Those costs were substantial in 2015, and did not lead to a major contract. The Hardenvoort and Plantijn College campuses in Antwerp were completed.
In the care sector, construction work continued on the 120,000 m² AZ Delta hospital in Roeselare and the Acacia residential care centre on the Regatta
site in Antwerp. In Zoutleeuw, Van Laere, together with Anima Care, won the PPP project for the Ravelijn residential care centre.
In the car park segment, an underground car park for 191 vehicles was completed on the Tour & Taxis site.
In the area of high-rise residential buildings, a 172-apartment tower block was completed in Evere for Bouygues Immobilier, which also awarded a project in Uccle to Van Laere. On the Tour & Taxis site, a start was made on the first of a series of apartment projects, with 115 apartments due to be finished in 2016. The partnership with Vooruitzicht continues to be a success, with follow-up projects Hemixveer and Regatta.
In the manufacturing industry, Van Laere is a valued partner for its safety culture. In 2015, Van Laere was engaged in work for BASF in Antwerp and for Imec in Leuven (construction of a cleanroom).
Scholen van Morgen - Arendonk Gateway - Zaventem
Hardenvoort Campus - Antwerp
Thiran is a general contractor operating in the French-speaking part of Belgium. In line with expectations, Thiran reported a turnover of 36 million euros, which is 9% up on 2014, and confirms the trend of recent years. The reinforcement of the executive management is beginning to bear fruit, and keeping up the present turnover level becomes a realistic proposition. The last units of a development project were sold with success, resulting in substantial cash generation at Thiran. An impairment on a building let by Thiran and of which part will be sold in 2016 weighed on the net result.
Despite stiff competition, Thiran has the prospect of a fair number of contracts for 2016, and can therefore look ahead to a satisfactory 2016.
Arthur Vandendorpe realized an operating profit of 3% of the turnover, which is a reasonable performance. The contractor, specializing in renovation and restoration work, moved in 2015 to a new building in Zedelgem. In 2016, Arthur Vandendorpe continues to work on a steady and controlled growth, coupled with a further expansion of its workforce.
The capital-intensive business in which this car park operator is active weighs on the results. The figures are however going in the right direction, and the future looks promising. A number of new SLAs (service level agreements) were concluded with major groups, such as Kortrijk Expo. This growth helps to cover overhead costs. New arrangements with the local authority concerning parking policy in Roeselare also improved the occupation. The construction of a new car park in Liège has run into considerable delays due to problems with planning permission.
2016 should show an increase in the results as Alfa Park focuses on making the existing assets cost-effective, winning new car park operation contracts, and controlling costs.
Subsidiary Anmeco, a steel construction company, reported another difficult year, despite the restructuring measures that were implemented at the beginning of 2015. A new future was sought, with preservation of as many jobs as possible, and with a healthier cost structure. In mid-November 2015, the Anmeco division was transferred to the company Anmeco SBP, so that those activities will now develop further outside the Van Laere group, although cooperation with Van Laere will continue on a regular basis. In this way, a structural solution was found for this activity. These restructuring operations weighed heavily on the group's results.
The future of the Van Laere Group looks very good for 2016. Van Laere expects to exceed the 200 million euros turnover threshold for the first time, despite the stiff competition.
(€ 1,000) 2015 2014 2013 Turnover 170,491 166,861 122,267 EBITDA 5,893 4,989 4,336 EBIT 3,258 2,490 2,206 Net result (group share) 2,084 856 704 Shareholders' equity (group share) 39,277 37,014 36,624 Net financial position 17,851 8,129 6,110 Balance sheet total 104,775 100,920 94,074 Personnel 465 460 463
From left to right: Geert De Kegel, Veerle Vercruysse, Johan Vanhaleweyk, Rudi De Winter, Natalie Verheyden, Jean Marie Kyndt
Rent-A-Port Group develops greenfield port projects and port-linked industrial zones, while Rent-A-Port Energy focuses on renewable energy and energy storage projects.
Rent-A-Port has its own engineering department to support its port and energy-related activities, and hence, it can act as an independent consultant for third parties.
In the area of consultancy, several projects were started up in 2015 for customers in Qatar and Oman and will be completed in 2016. Those projects are mainly related to the feasibility, design, operation and optimization of loading and unloading of gas, liquids and bulk goods (cement, aggregates, coal, iron ore). In mid-2015, several new tenders for consultancy projects were submitted to port authorities in Nigeria, Gabon, Guinea, Namibia, Kuwait and Qatar.
In the field of port investments, there is a twofold growth axis with projects in Oman and Vietnam. The concession for the port of Duqm (Oman) was officially approved in July 2015 by His Majesty the Sultan. It was awarded to P.D.C, a jointly controlled subsidiary of the Omani government and Consortium Antwerp Port, a joint venture between Rent-A-Port and the Port of Antwerp. The usufruct agreement for the equipment and development of industrial land was confirmed in September 2015.
From left to right: Geert Dom, Marc Stordiau, Lutgart Devillers, Marcel Van Bouwel, Valentijn Maussen
In Vietnam, several industrial sites and the adjoining terminals and jetties have been given in concession for 50 years to Infra Asia Investment, a subsidiary of Rent-A-Port, BMI (Belgian government) and financial partners since December 2014. This project will be fully operational from mid-2017 onwards when the protective dike of Nam Dinh Vu, the bridge to Lach Huyen and the first two port terminals have been completed. Once those three milestones have been reached, those concessions in Vietnam will make a significant contribution to the result of Rent-A-Port.
Rent-A-Port Energy holds stakes in offshore wind farms in Belgium and focuses on several energy storage projects. These projects combine two techniques: pumped hydroelectric energy storage and high-voltage batteries. The first projects are planned and actively prepared in Luxembourg province (Belgium) and in Oman, near the port of Duqm. In October 2015, the Province of Quang Ninh (Vietnam) awarded Rent-A-Port Energy a contract for a feasibility study with an evaluation of the methods and budgets for the remediation of the prestigious Halong Bay in Northern Vietnam. Floating waste has to be collected, brought onto land and converted into energy. This contract has now attracted the attention of several international organizations.
In the consolidated financial statements of AvH, the contributions from Rent-A-Port and Rent-A-Port Energy are restated in order to arrive at a uniform valuation of certain projects throughout the group and to bring it into agreement with the accounting principles used by AvH.
Rent-A-Port NV - Rent-A-Port Energy NV
| (€ 1,000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Rent-A-Port | |||
| Turnover | 4,386 | 5,981 | 6,792 |
| EBITDA | -2,040 | -2,173 | 7,531 |
| EBIT | -2,073 | -2,208 | 5,196 |
| Net result (group share) | 2,599 | 5,927 | 12,339 |
| Shareholders' equity (group share) | 41,551 | 33,530 | 25,901 |
| Net financial position | -9,372 | -8,914 | 526 |
| Balance sheet total | 60,045 | 53,708 | 43,383 |
| Personnel | 10 | 11 | 14 |
| Rent-A-Port Energy | |||
| Turnover | 37 | 0 | 0 |
| EBITDA | -321 | -302 | -43 |
| EBIT | -354 | -302 | -43 |
| Net result (group share) | -375 | -322 | -50 |
| Shareholders' equity (group share) | 4,342 | 2,117 | 2,439 |
| Balance sheet total | 7,197 | 4,985 | 4,626 |
| Personnel | 2 | 2 | 0 |
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. This system was updated in 2015 to be able to answer planning requests from third parties digitally in accordance with the new Flemish KLIP decree (Cable and Pipeline Information Portal). NMP is closely involved in discussions on a review of safety regulations relating to pipeline transportation of gases and other products.
In 2015, Nitraco (joint venture between NMP and Praxair) finished the construction of a new oxygen pipeline between the existing Praxair plant in Zwijndrecht and the new plant in Lillo. The pipeline along Scheldelaan, which was acquired in 2013, will be integrated into this project.
In 2015, Nitraco also finished the extension of the existing Lommel-Beringen nitrogen pipeline to the Vynova site in Tessenderlo. The project for additional extensions of the existing nitrogen network in the Antwerp port area was started up.
Antwerp-Kempen pipeline
Negotiations are in progress for several projects that may be carried out in the medium term.
The result for financial year 2015 is in line with expectations. A similar result is projected for 2016.
Nationale Maatschappij der Pijpleidingen NV
| (€ 1,000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Turnover | 13,739 | 13,641 | 13,870 |
| EBITDA | 5,088 | 5,444 | 4,978 |
| EBIT | 2,872 | 3,145 | 2,718 |
| Net result (group share) | 2,129 | 2,294 | 2,028 |
| Shareholders' equity (group share) | 28,899 | 28,204 | 27,516 |
| Net financial position | 19,577 | 17,218 | 13,465 |
| Balance sheet total | 43,328 | 43,984 | 44,360 |
| Personnel | 5 | 5 | 5 |
From left to right: Gert Van de Weghe, Roger De Potter, Guy De Schrijver
Both Delen Investments (+14.3%) and Bank J.Van Breda & Co (+14.0%) continued the trend of increasing results in 2015, and jointly made a record contribution of 104.7 million euros to AvH's group result.
79%
50%
Delen Investments (Delen Private Bank, JM Finn & Co, Oyens & Van Eeghen) is specialised in asset management and patrimonial advice for a wide range of private clients.
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.
Contribution to the AvH consolidated net result
| (€ million) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Finaxis - Promofi | -0.8 | -0.6 | -0.4 |
| Delen Investments | 72.8 | 63.6 | 59.9 |
| Bank J.Van Breda & Co | 31.9 | 28.0 | 24.8 |
| ASCO-BDM | 0.1 | 0.4 | 0.2 |
| Total | 104.0 | 91.4 | 84.5 |
Delen Investments Comm. VA specializes in asset management and general financial advice for a wide range of 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 36,885 million euros under management at year-end 2015.
In 2015, Delen Investments made its way into the Dutch market with the acquisition of Oyens & Van Eeghen, one of the country's oldest independent financial institutions, with 572 million euros worth of assets under management (as of December 31, 2015) for private clients.
The assets under management of the Delen Investments group attained a record high of 36,885 million euros at year-end 2015. Both Delen Private Bank and JM Finn & Co and the acquisition of Oyens & Van Eeghen contributed to this 12.2% growth (year-end 2014: 32,866 million euros).
The vigorous growth at Delen Private Bank, where the assets under management increased from 22,808 million euros (2014) to 25,555 million euros (2015), is the result of a positive impact of the increasing value of the client assets under management and of a record 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 10,058 million euros (7,834 million £) at year-end 2014 to 10,758 million euros (7,929 million £) at year-end 2015. This growth is explained by the positive trend in the value of the client portfolios and the appreciation of the pound sterling against the euro.
As of December 31, 2015, the assets under management at Oyens & Van Eeghen are consolidated by Delen Investments. They consist on that date of 572 million euros worth of assets under management for private clients and foundations. Oyens & Van Eeghen will only start contributing to the consolidated results of Delen Investments in 2016. Oyens & Van Eeghen also manages 680 million euros for local authorities under fixed-term mandates. Its fiduciary activities comprise 1.8 billion euros worth of assets under management, mainly for institutional clients.
The gross revenues of the Delen Investments group increased to 314.1 million euros, in which the share of JM Finn & Co amounted to 81.0 million euros. Compared to the previous financial year, the group's gross revenues increased by 12.8% (14.8% excluding JM Finn & Co), primarily due to the higher level of assets under management. The operating costs increased by 12.5% (12.4% excluding JM Finn & Co). At Delen Private Bank, the increased costs connected with the constant developments in IT, the recruitment of staff, and the organization of client events is a direct result of the growing activity. At year-end 2015, the group had 641 employees (FTE), of whom 308 at Delen Private Bank, 310 at JM Finn & Co, and 23 at Oyens & Van Eeghen. The constant investment in own buildings and in-house IT development also led to higher depreciation costs. At JM Finn & Co, the increase in costs in local currency terms is limited and the result of the recruitment of staff in the audit departments and higher depreciation costs due to refurbishment works at the London offices. The cost-income ratio remained highly competitive at 54.9% (only 42.6% for Delen Private Bank, 86.1% for JM Finn & Co) and in line with the previous year (55.0%). The net profit increased in 2015 to 92.4 million euros (compared with 80.8 million euros in 2014). The contribution of JM Finn & Co to the net result of the group was 5.5 million euros (after depreciation of the activated client base and 26% minority interests of 2.2 million euros, contribution 2014: 6.4 million euros).
The consolidated equity of Delen Investments stood at 582.6 million euros as at December 31, 2015 (compared with 517.4 million euros as at December 31, 2014), and already takes into account the option of the JM Finn & Co management to sell the remaining shares (valued at 39.6 million euros) to the Delen Investments group in the future. The group's Core Tier1 capital (taking into account the intangible assets of 246.9 million euros, of which 51.6 million euros is from clients of JM Finn & Co and 7 million euros from clients of Oyens & Van Eeghen) amounted to 284.9 million euros at the year-end (compared with 237.9 million euros at year-end 2014). 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 26.0% 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 short-term commercial paper from blue-chip companies, or in short-term deposits with highly
respected banks. The impact of the Basel III requirements is 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 16.8%.
In 2015, Delen Private Bank applied its traditional investment principles to let the assets of its clients, within the limits of their risk profile, benefit from the opportunities in the markets. In a difficult environment, with interest on government securities in euros fluctuating around the zero mark, 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.
In 2015, Delen Private Bank invested its clients' assets in highly diversified portfolio shares, with the emphasis on Europe. The maturity of bonds was shortened further (less than one year) to hedge against the risk of rising interest rates. As far as currencies are concerned, the wide diversification outside the euro zone was maintained, but is gradually being reduced. During the year, Delen Private Bank diminished its exposure to shares from emerging markets and reoriented the Chinese shares from manufacturing to consumption. The bank remains underweight in energy and commodity 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 the policy for several years now. That position is now gradually being reduced. In 2015, 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 long-term bonds of riskier issuers. Delen Private Bank, however, stands by its philosophy
Delen Private Bank - Ghent
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 2015, 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 2015, 74% (19,025 million euros) of the assets entrusted to Delen Private Bank were being managed through direct discretionary man-
Delen Private Bank - Antwerp
agement or through its own financial BEVEKs (open-ended investment trusts). This now represents more than 20,000 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 and in Luxembourg. This encourages Delen Private Bank to carry on investing in staff and infrastructure in order to receive and serve its clients even better. In 2015, major refurbishments were carried out in Luxembourg and Hasselt. The refurbished office in Liège is due to open in 2016. More investments are planned in West Flanders and Antwerp.
Through its offices, Bank J.Van Breda & C° again contributed substantially to the result of Delen Private Bank. At December 31, 2015, Delen Private Bank was managing 4,236 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° (750 million euros). Bank J.Van Breda & C° thus represents approximately 19.5% of the total assets managed by Delen Private Bank.
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 2015, JM Finn & Co had 10,758 million euros (7,929 million £) assets under management, of which 66% under discretionary manage-
| (€ 1.000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Gross revenues | 314,094 | 278,546 | 255,211 |
| Net result (group share) | 92,417 | 80,825 | 76,033 |
| Shareholders' equity (group share) | 582,554 | 517,390 | 464,072 |
| Assets under management | 36,884,917 | 32,866,141 | 29,535,684 |
| Cost-income ratio | 54.9% | 55.0% | 54.8% |
| Return on equity | 16.8% | 16.5% | 17.3% |
| Core Tier1 capital ratio(1) | 26.0% | 27.8% | 25.3% |
| Personnel (FTE) | 641 | 563 | 552 |
(1) Core Tier1 = solvency ratio.
Delen Private Bank - Brussels
ment. The increase in assets under management and in the share of discretionary management in relation to year-end 2014 confirms JM Finn & Co is a healthy firm with growth potential. JM Finn & Co's position in the 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.
2015 was another busy year for JM Finn & Co in operational terms: implementing the new 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. Emphasis is also on further increasing commercial activity by receiving clients more often at the branch office. JM Finn & Co continues to invest in the expansion of its commercial organization and the start up of asset planning services. 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.
In the summer of 2015, Delen Private Bank reached an agreement with the shareholders and management of Oyens & Van Eeghen on the acquisition of all the shares of one of the Netherlands' oldest independent financial institutions. The transaction was approved in December by the regulatory authorities in the Netherlands and Belgium. In this way, Delen Private Bank strengthens its position in the Benelux area. Over the past few years, Oyens & Van Eeghen has increasingly and successfully focused on the segment of specialized asset management and fiduciary advice for private clients and institutional parties. At year-end 2015, Oyens & Van Eeghen had 572 million euros worth of assets under management for private clients, of which 93% under discretionary management. Oyens & Van Eeghen also manages 680 million euros for local authorities under fixed-term mandates. Its fiduciary activities comprise another 1.8 billion euros worth of assets under management, mainly for institutional clients. The position of Oyens & Van Eeghen is a high-quality platform on which to develop the Delen model in the Dutch onshore asset management market.
In operational terms, 2016 will bring many developments for Oyens & Van Eeghen. Several ad hoc teams made up of staff from Delen Private Bank and Oyens & Van Eeghen will ensure that the expertise and systems which Delen Private Bank developed in Belgium can also be deployed in the Netherlands. By broadening its range of services based on Delen's efficient organization, Oyens & Van Eeghen will be able to serve a larger clientele from its branch offices in Amsterdam and Den Bosch. There are also plans to recruit talented commercial staff to support and accelerate growth. Delen Investments fully supports the management and staff of Oyens & Van Eeghen in this challenge of implementing a successful growth strategy.
Delen Private Bank - From left to right: Top: Bernard Woronoff, Arnaud van Doosselaere, Eric Lechien, Alexandre Delen, Bottom: Christian Callens, Paul De Winter, Filips De Ferm, René Havaux
Delen Private Bank (Belgium, Luxembourg and Switzerland), JM Finn & Co (United Kingdom) and Oyens & Van Eeghen (the Netherlands) 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 2015 to support the growth will contribute to these efforts. Delen Private Bank enters 2016 with caution, as low commodity prices will continue to frustrate the emerging markets, as will the tightened monetary policy in the USA. The bank will endeavour to make the most of these new market conditions and to keep track of developments in order to ensure the long-term protection and profitability of its clients' assets.
Along with the successful implementation of the strategic initiatives to strengthen the JM Finn & Co model and the integration of Oyens & Van Eeghen in the group, the Delen Investments group will also continue to 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.
www.delen.be
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
Bank J.Van Breda & C° is a specialized advisory bank focusing exclusively on entrepreneurs and liberal professionals. ABK bank positions itself as an asset manager for private clients. Van Breda Car Finance offers car finance and leasing services through car dealers.
2015 was an excellent year for Bank J.Van Breda & C° with a record result for the third year in a row. The consolidated net profit increased by 14% to 40.5 million euros. This result is due to the solid commercial performance in each of the three activities.
Client assets increased by 1.1 billion euros, confirming client confidence in the bank. This is reflected in the Net Promoter Score, where clients, who are advised on the accumulation, management and protection of their assets, are asked whether they would recommend the bank to their friends.
The cost-income ratio decreased from 60% in 2014 to 56% in 2015 as a result of increasing volume growth, limited margin decrease and further efficiency improvements.
The bank's equity increased to 502 million euros (2014: 475 million euros), representing a Core Tier1 capital ratio of 14.5% and a return on equity (ROE) of 8%. Increase in bank product with
Bank J.Van Breda & C° - Antwerp
(1) Including ABK bank (since 2011) and Van Breda Car Finance
The consolidated bank product increased by 12% to 134 million euros.
The growth in fee income (+18%) was driven by a solid growth of off-balance-sheet investments (+16%) with a slight increase in margin and an increase in fees from deposits and loans (+13%).
The capital gains in the securities portfolio, dividends and the results of hedging instruments amounted to 1.4 million euros, or just 1% of the bank product, which is almost entirely commercially driven.
investments from 35 locations. ABK bank currently has four branches of its own in the province of Antwerp. It has also been decided to open an ABK branch in Ghent.
Total client assets increased in 2015 by 1.1 billion euros to more than 11.1 billion euros (+11%), of which 3.9 billion euros were client deposits (+4%) and 7.2 billion euros entrusted funds (+16%). Delen Private Bank manages more than 4.2 billion euros for clients of Bank J.Van Breda & C° and ABK bank.
Provisions for loan losses (net) remained limited to 0.01% of the average loan portfolio, or 0.3 million euros, yet this cautious policy has done nothing to inhibit lending, as the loan portfolio grew to more than 3.9 billion euros (+8%).
The cautious approach guarantees a comfortable liquidity position at all times. The Liquidity Coverage Ratio (LCR) and the Net Stable Funding Ratio (NSFR) stood at 197% and 128% respectively, which is well above the requisite lower limit of 100%. The loan portfolio is financed entirely from client deposits, making the bank independent from external funding on the international markets.
The bank has an investment portfolio which it keeps as a liquidity buffer. In light of this objective, the risk profile is deliberately kept low by investing mainly in gilt-edged government securities with limited maturity. As at 31/12/2015, the consolidated investment portfolio contained only 0.3% shares, 13.3% financial and corporate bonds and commercial paper, and 86.4% government bonds issued by European institutions, Germany, the Netherlands, Belgium, Austria, Sweden and Finland.
The equity (group share) increased from 475 million euros to 502 million euros, allowing the bank to sustain the rate of commercial growth without losing a healthy leverage, itors. The Basel III leverage ratio stood at 9.5%, well above the 3% which the regulator wants to introduce by 2018. The growth of the loan portfolio led to a slight decrease in the risk-weighted solvency ratio to 15.9% (16.8% in 2014), which is still well above the minimum requirement of 8%. The core capital ratio was 14.5% (14.9% in 2014), whereas the minimum requirement currently stands at 4.5%.
Since its takeover in 2011, ABK bank, a 99.9% subsidiary of Bank J.Van Breda & C°, has repositioned itself as an asset manager for private clients. This successful transition is confirmed by returning to an, albeit modest, growth of assets under management to 348 million euros (+2%), of which 284 million euros in deposits (-4%) and 64 million euros in client assets (+41%).
The loan portfolio decreased to 144 million euros (-13%). This decrease is almost entirely attributable to the decrease of professional loans, which has ceased to be the strategic focus since the takeover.
The bank's external image building was reinforced by the conclusion of a sponsorship agreement with the Belgian Bullets, the successful Belgian women's bobsleigh team, for a period up to the 2018 Winter Olympics.
The portfolio grew to 297 million euros (+3%) as a result of a recovery in the number of applications, which at a like-for-like degree of approval and realization led to a 17% increase in the production volume. Loan impairments remained low. The operating costs decreased by more than 5%, while there was a slight increase in commissions paid. Fee income increased by 9%. This means that Van Breda Car Finance reported a very good result in 2015 as well.
It is difficult to make profit projections in the present climate of uncertainty. The underlying reasons are a flat yield curve, low interest rates, an at best hesitant economic growth in the euro zone and
| (€ 1,000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Bank product | 133,872 | 119,377 | 117,716 |
| Net result (group share) | 40,479 | 35,494 | 31,546 |
| Shareholders' equity (group share) | 501,633 | 474,981 | 447,907 |
| Balance sheet total | 4,717,833 | 4,487,430 | 4,410,294 |
| Client assets | 11,134,393 | 10,018,353 | 9,017,851 |
| Loan portfolio | 3,932,237 | 3,639,208 | 3,455,495 |
| Net loan loss provision | 0.01% | 0.01% | 0.04% |
| Cost-income ratio | 55.6% | 59.7% | 58.9% |
| Return on equity | 8.3% | 7.7% | 7.2% |
| Core Tier1 capital ratio | 14.5% | 14.9% | 13.7% |
| Solvency ratio (RAR) | 15.9% | 16.8% | 15.6% |
| Personnel | 465 | 459 | 466 |
diminished growth in China, low inflation, volatile oil prices, and geopolitical tensions.
The pressure on the interest margin, the decrease in income from refinancing, an increase in the bank taxes and the necessary investments will affect future results. Nevertheless, Bank J.Van Breda & C° is well equipped for the future in each of its three areas of activity.
The bank remains cost-conscious, but will also continue to invest in commercial strength and efficiency. The digitization process, with a modern and integrated IT platform, will continue to play a crucial role here.
The bank's own portfolio is conservatively invested. Although this affects performance, it makes the result less volatile.
Over the last few years, the bank has proven that it can produce good results, even in difficult or uncertain conditions. The goodwill, reputation, positioning, constant investments and sound financial structure of the bank constitute a solid basis for a long-term financial growth.
Women's bobsleigh team Belgian Bullets
www.bankvanbreda.be
From left to right:
Dirk Wouters, Marc Wijnants, Peter Devlies, Vic Pourbaix
The insurance group ASCO-BDM provides marine and industrial insurance via brokers. BDM is an insurance underwriting agency offering risk coverage in niche markets. The close collaboration between BDM and ASCO within the same group assures BDM of a substantial underwriting capacity and offers ASCO a powerful commercial distribution channel.
BDM offers risk coverage on behalf of the insurer ASCO and a number of major international insurers. In 2015 BDM continued to focus on the development of niche products in both Property & Casualty and Marine through a network of large provincial insurance brokers. To this end, some new staff members were recruited.
The Property & Casualty segment reported further growth in the niche products. As a result of reorganizations of some large and less profitable contracts, the overall Property & Casualty portfolio eventually showed a slight decrease (-1%) in underwritten premiums. In the Marine segment, the Pleasure Cruising portfolio continued the growth trend of previous years. The other Marine portfolios were adversely affected by the continuing effect of past reorganizations. The overall premium volume decreased from 60 million euros in 2014 to 54 million euros in 2015, which was reflected in a disappointing net result of 0.1 million euros.
ASCO's gross premiums saw a substantial increase compared to 2014 (+10%), despite the effect of the reorganizations in Marine (-18%). This growth
ASCO-BDM
is entirely the result of ASCO's growth in the Property & Casualty segments of BDM. ASCO now accounts for 56% of BDM's receipts (compared with 44% in 2014). During the second half of the year, however, ASCO's portfolio experienced some major claims, which had a substantial negative impact on the technical result and were compounded by disappointing investment results and increased overheads (primarily as a result of Solvency II reporting). This led to a decrease in net profit to 0.2 million euros, compared with 0.6 million euros in 2014.
In 2015, ASCO continued with the practical implementation of the third pillar of Solvency II, which focuses on various disclosure and transparency requirements. 2016 promises to be an interesting year, both in terms of ever increasing prudential requirements and in commercial terms.
BDM NV - Continentale Verzekeringen NV (ASCO NV)
(€ 1,000) 2015 2014 2013 BDM Premiums earned 53,631 60,217 65,421 Operating results 6,155 6,753 7,945 Net result (group share) 72 202 797 Shareholders' equity (group share) 5,177 5,437 5,748 ASCO Gross premiums 32,175 29,260 29,505 Net result (group share) 248 577 -451 Shareholders' equity (group share) 10,614 10,352 9,760 Personnel (ASCO-BDM) 55 68 67
From left to right: Luc De Backer, Bart Dewulf, Wilfried Van Gompel, Michel de Lophem, Jos Gielen, Sofie Lins
Tour & Taxis - Brussels
The contribution of the Real Estate & Senior Care segment increased substantially in 2015 to 35.6 million euros (59.2 million euros including the full remeasurement income on the participation in Tour & Taxis).
(1) As indicated on page 133, the stake that was acquired in Patrimoine & Santé at the end of 2015 will start contributing to the consolidated results in 2016.
Extensa is a real estate developer focused on residential and mixed projects in Belgium and the Grand Duchy of Luxembourg.
The net result of Extensa Group for the 2015 financial year amounted to 54.6 million euros (3.4 million euros in 2014), of which 23.5 million euros is part of the remeasurement income of 42.1 million euros (which had to be recognized following the acquisition of full control over the Tour & Taxis site), which does not relate to the assets that were disposed of in the meantime or were valued mark-to-market in accordance with the ordinary accounting principles.
The Tour & Taxis site contributed to Extensa's results through the rental of properties, the recognition of a partial result (according to percentage of completion) of the margin on the Meander project (renamed Herman Teirlinck building), and the sale of the Royal Warehouse. The Cloche d'Or project in Luxembourg contributed 9.8 million euros with the start up of the residential project and the sale of a land position to Auchan.
Primarily as a result of the full consolidation of Tour & Taxis since 2015, the balance sheet total increased from 331.3 million euros at year-end 2014 to 559.1 million euros at year-end 2015. The equity increased from 135.3 million euros at yearend 2014 to 205.2 million euros.
On January 19, 2015, Extensa Group acquired full ownership of the companies that control the Tour & Taxis site in Brussels through the acquisition of the 50% shares which were held by IRET and STAK REI since the establishment of the joint venture in 2001. For this acquisition, a bridge loan of 75 million euros was taken out. The acquisition of full control enabled Extensa to immediately start up several projects, and at the same time, in
Tour & Taxis - Herman Teirlinck (artist impression)
consultation with the Brussels authorities, to determine the further layout of the 30 ha site. The procedure for drawing up a special zoning plan was initiated with a view to final approval in 2016.
Construction work on the Herman Teirlinck office building (gross 48,096 m²) began in April 2015 and will be completed in 2017. This highly energy-efficient building (four stars according to the Flemish manual) has been pre-let to the Flemish Community and will be the new Flemish Administrative Centre in Brussels. Participatiemaatschappij Vlaanderen (PMV) took a 49% stake in the project company as planned. The contribution of this project is recognized according to percentage of completion, the execution of which is scheduled from 2015 to 2017.
Extensa also started the construction of a first apartment building on the Tour & Taxis site. This project comprises 115 apartments, part of which will be transferred to the Property Management Agency of the city of Brussels in payment of urban planning charges. Provisional sale agreements were signed for the other 84 apartments.
This first building is part of a large residential zone that will be developed as a matter of priority. To this end, the consortium 'AWG – Sergison Bates architects – noAarchitecten' was selected in consultation with the Master Architect of the Brussels Region. This zone will be arranged along a new green avenue linking up with the park (10 ha), of which the first phase was opened in 2015. The programme for this zone comprises some 700 apartments, along with a residential care centre and a public car park (350 parking places). The new public car park under the forecourt (300 places) was also opened in 2015.
On December 17, 2015, Extensa sold all the shares of the company that owns the Royal Warehouse to Leasinvest Real Estate. Since this iconic building has for the past 10 years been virtually entirely let on a permanent basis to some 50 firms, entrusting it to a professional investment company makes sense. The public can now also invest in Tour & Taxis through Leasinvest Real Estate. The sale put the value of the Royal Warehouse at 108 million euros. The proceeds enabled Extensa to repay a substantial part of the 75 million euros bridge loan which it had taken out to acquire the 50% stake in Tour & Taxis.
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 major routes that structure the area are currently under construction by Luxembourg city.
Off-plan sales of apartments in the first phase (206 units) began in October 2014. By the end of 2015, 113 notarial deeds of sale had already been executed for those apartments. This allowed construction work to begin on this first phase, which is due for completion at the beginning of 2018. The off-plan sale of the second phase was launched in October 2015.
In the second quarter, a long-term lease was signed with Alter Domus for a 10,500 m² office building that has yet to be erected on the site. Planning permission is expected in the second quarter of 2016, and completion is scheduled for the end of 2018.
Planning permission for the new head office of Deloitte Luxembourg (30,000 m²) was granted in December 2015, and construction work began in the first quarter of 2016. Completion is also scheduled for 2018.
These projects will contribute to the results of 2016, 2017 and 2018 according to the 'percentage of completion' method.
At the end of 2015, final planning permission was received for the regional shopping centre project (75,000 m² + 25,000 m² residential). Consequently, the building lot could be transferred to the Auchan group, which will start the construction immediately.
Tour & Taxis - Residential development on corner of Picardstraat (artist impression) Cloche d'Or - Deloitte office building (artist impression)
In the inner-city project 'De Munt' in Roeselare (Extensa 50%), the fourth and last phase of the 145 apartments in total is being finished. A food retailer was attracted which will open in 2016, and this will help the shopping street take shape.
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.
In Trnava, Slovakia, Top Development (Extensa 50%) consolidated its retail park (7,730 m²) by adding a petrol station. Further developments on the available building lots are under investigation.
In view of market conditions, no special progress was made in the development of the Romanian land positions. Various market opportunities in the property market in Istanbul were examined with a view to the realization of a new project in 2016.
The Royal Warehouse on Tour & Taxis, the principal asset in this part of the portfolio, was sold at the end of 2015. An old office building (3,300 m²) in Evere was transferred to Citydev. At the beginning of 2016, four buildings with a total carrying value of 14 million euros are all that remains in the real estate lease portfolio.
The various office and residential projects will support the results of the coming years. In 2016, the results will keep pace with the progress of the construction works.
| (€ million) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Balance sheet | |||
| Leasinvest Real Estate (LRE)(1) | 106.1 | 98.4 | 98.1 |
| Tour & Taxis | 240.0 | 52.8 | 56.8 |
| Cloche d'Or | 91.1 | 100.2 | 13.0 |
| Other positions | 58.2 | 59.8 | 70.1 |
| Cash & equivalent | 38.3 | 11.5 | 13.2 |
| Other assets | 25.4 | 8.4 | 15.8 |
| Total assets | 559.1 | 331.3 | 267.0 |
| Shareholders' equity (group share) | 205.2 | 135.3 | 125.1 |
| Minority interests | 8.4 | 2.2 | 0.0 |
| Financial debt(2) | 266.1 | 166.2 | 125.9 |
| Other liabilities | 79.4 | 27.6 | 16.0 |
| Total liabilities | 559.1 | 331.3 | 267.0 |
(1) Number of shares 1,444,754 (29.3%); shares through AvH: 37,211
(2) Net financial debt: € 227.9 mio (2015), € 154.7 mio (2014), € 112.6 mio (2013)
From left to right: Top: Kris Verhellen, Ward Van Gorp, Laurent Jacquemart Bottom: Michel De Bièvre, Peter De Durpel, Filip Dumalin
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 in 2015 evolved favourably in the Grand Duchy of Luxembourg, whereas in Belgium and Switzerland it was less positive (primarily due to the stronger position of the Swiss franc against the euro and a decline in domestic consumption since the beginning of 2015). By diversifying into Luxembourg and Switzerland, LRE is turning towards countries with AAA rating, a healthy economy with low unemployment, high per capita GNP, and a steady growth.
In the Grand Duchy of Luxembourg, where LRE has been the prime foreign property investor since 2013, a record volume of office rentals was realized in 2015, whereas retail remained on the same level as 2014. In Belgium, the office market witnessed one of the lowest rental volumes in the last 15 years, while rents and the vacancy rate remained on the same level (10%) as last year. The rental volume in the retail market showed a positive trend, however, with a 10% increase. The retail rental market in Switzerland remained stable.
The acquisition of the Royal Warehouse office building on the Tour & Taxis site in Brussels at the end of 2015 - based on a fair value of 108 million euros - was a unique investment opportunity for LRE to acquire an iconic building. Nevertheless, LRE continues its strategic reorientation towards more retail and less office space, and its geographical diversification.
At year-end 2015, the fair value of the consolidated real estate portfolio, including project developments, amounted to 869 million euros (compared with 756 million euros as at 31/12/2014). The 15% increase is primarily the result of the acquisition of the Royal Warehouse. The overall real estate portfolio comprises 42% retail (2014: 45%), 42% offices (2014: 35%), and 16% logistics (2014: 20%). There are 16 sites in Luxembourg (54% based on the fair value of the portfolio), 14 sites in Belgium (41%) and 3 sites in Switzerland (5%).
In terms of rental income (50.5 million euros), 2015 was comparable with peak year 2014. The average duration of the portfolio remained stable at 4.8 years with the conclusion of several longterm leases (such as the Monnet building in Luxembourg). The occupancy rate (2015: 95.96%, 2014: 96.24%) and the rental yield calculated on the fair value (2015: 6.89%, 2014: 7.23%) decreased slightly in relation to the previous year.
As at 31/12/2015, the equity (group share) stood at 362 million euros (2014: 336 million euros). The revalued net assets stood at 73.4 euros per share based on the fair value of the real estate (68.1 euros at 31/12/2014), and 76.9 euros (71.0 euros at 31/12/2014) based on the investment value. The financial debt increased to 532 million euros (441 million euros at 31/12/2014) as a result of the investment in the Royal Warehouse. The debt ratio (calculated according to the Belgian Royal Decree of 12/05/2014) temporarily increased to 58.03% (2014: 54.27%). The debt ratio will decrease again to around 53% following the contractually planned sale for 62.5 million euros of the Royal20 office project in Luxembourg city, which is due for completion in the second quarter of 2016. The balance sheet total amounted to 976 million euros at the end of the financial year (2014: 837 million euros).
LRE: Real estate portfolio (% based on fair value)
Littoral park Etoy - Switzerland
Due to the vacancy of a number of properties due for renovation (Monnet and Square de Meeûs), LRE ended its 2015 financial year as expected with a lower net result (group share) of 30.6 million euros (32.6 million euros at year-end 2014), or a 6% decrease compared with the previous year, or 6.20 euros per share (6.60 euros at 31/12/2014). The net current result decreased by 2% to 25.6 million euros.
The price of the LRE share fluctuated in 2015 between 79.40 euros and 97.85 euros. The closing price at the end of the year was 93.09 euros. The gross dividend per share for the 2015 financial year will amount to 4.70 euros, or a gross dividend yield (based on the closing price) comparable with 2014 of 5.05% (2014 financial year: 4.96%).
In March, June and October, an office building situated in Rue de Kiem in Strassen in the Grand Duchy of Luxembourg (6.3 million euros), phase 2 of the logistics property Canal Logistics in Neder-over-Heembeek (16.75 million euros), and a warehouse building in Wenenstraat in Meer (1.5 million euros) were sold.
In mid-April, the Royal20 office project under construction, situated at Boulevard Royal 20 in Luxembourg city, was sold under a forward sale agreement (62.5 million euros) after it was entirely pre-let at the end of 2014. The project is proceeding according to plan and is expected to be finished in the second quarter of 2016.
The Square de Meeûs office building has been completely empty since the end of April. The idea is to demolish this building and put up a sustainable office building in its place, and to have it ready by the fourth quarter of 2017.
Pré Neuf Villeneuve - Switzerland
At the end of May, the public regulated real estate company Retail Estates, in which LRE holds a 10% stake, successfully placed a public capital increase of 76 million euros. LRE subscribed for 10%, or 7.6 million euros, to avoid a dilution of its stake.
By the end of October, the full replacement of the technical installations in the Monnet office building in Avenue Kennedy (Kirchberg, Luxembourg) was successfully completed, and the building was entirely let sooner than expected, and at higher rents than in 2014.
In mid-December, 100% of the shares were acquired of Tour & Taxis Royal Warehouse, leaseholder of the eponymous iconic building. The residual rights in rem were acquired at the beginning of 2016 (total: 108 million euros).
During the year, and just after the closing of the financial year, several leases were concluded in Luxembourg, Belgium and Switzerland.
Despite the start in 2016 of the projected demolition and reconstruction of two new buildings in Brussels (Square de Meeûs and Montoyer 63), and except for extraordinary circumstances, the company expects to realize a higher net result and net current result in 2016 than in 2015 thanks to the acquisition of the Royal Warehouse on the Tour & Taxis site. The dividend over 2016 can be maintained at minimum the same level.
From left to right: Piet Vervinckt, Jean-Louis Appelmans, Michel Van Geyte
Leasinvest Real Estate Comm. VA
| (€ 1,000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Net result (group share) | 30,618 | 32,572 | 26,928 |
| Shareholders' equity (group share) | 362,405 | 336,410 | 335,331 |
| Real estate portfolio (fair value) | 869,361 | 756,327 | 718,234 |
| Rental yield (%) | 6.89 | 7.23 | 7.31 |
| Occupancy rate (%) | 95.96 | 96.24 | 96.90 |
| Per share (in €): | |||
| Net asset value | 73.40 | 68.10 | 67.90 |
| Closing price | 93.09 | 91.61 | 73.60 |
| Gross dividend | 4.70 | 4.55 | 4.50 |
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.
At year-end 2015, Anima Care had a portfolio of more than 1,400 residential units, of which 1,127 retirement home beds, 37 convalescent home beds and 183 service flats were in operation, spread over 12 residential care centres (6 in Flanders, 2 in Brussels, 4 in Wallonia).
With the opening of the new residential care centres, Anima Care's turnover increased in 2015 by 24% to 47.0 million euros. The residential care centres 'Zonnesteen' in Zemst and 'Au Privilège' in Haut-Ittre were brought into use in the second and fourth quarter of 2014 respectively. Both are fully occupied and made a full year's contribution to the figures for 2015. The newly built residence 'Aquamarijn' in Kasterlee, with a total capacity of 206 residential units and 25 places in the day care centre, opened at the end of March 2015. 'Home Scheut' in Anderlecht, which was acquired on December 1, 2015, made only a limited contribution to the 2015 result.
The profit amounted to 1.1 million euros in 2015, which is 0.6 million euros up on 2014. Since the results are negatively affected by the start up costs for the new residential project in Kasterlee, the turnover increase does not yet fully translate into a profit improvement.
euros at year-end 2014 to 40.0 million euros at year-end 2015. In 2015, the capital was paid up to the amount of 2 million euros, leaving at year-end 2015 9.2 million euros of capital still to be paid up. The net financial debt increased from 60.2 million euros at 31/12/2014 to 69.2 million euros at 31/12/2015. This increase is largely attributable to the financing of the new construction projects and is also partly explained by the acquisition of 'Home Scheut', which also owns its buildings. This acquisition and the investments in the new construction projects led to an increase in the balance sheet total from 122.0 million euros at year-end 2014 to 140.2 million euros at year-end 2015.
The group's equity increased from 35.7 million
At the end of 2015, CEO Johan Crijns exercised his stock options and acquired 7.5% of the share capital of Anima Care.
Aquamarijn - Kasterlee
'Aquamarijn' in Kasterlee opened at the end of March 2015. This residential care centre, which has 106 retirement home beds, 37 convalescent home beds, 63 service flats and a day care centre for 25 users, is the largest care facility of Anima Care. By operating a day care centre and a convalescent home, Anima Care has added two new forms of care to its range of services. 'Home Scheut' (56 beds) in Anderlecht was acquired on December 1, 2015 by Anima Care.
The PPP project in the centre of Zoutleeuw, which involves a residential project as well as the development of a care project, was awarded in 2015 to the consortium comprising Anima Care, Extensa and Van Laere. On this site, Anima Care will start construction work on a new residential care centre in the second half of 2016.
In September 2015, Anima Care obtained a final and enforceable building permit for the construc-
Aquamarijn - Kasterlee
tion of 22 service flats in Blegny. These will be built next to the existing residential care centre, which opened in October 2013. The works will start in the first half of 2016.
Besides investigating and preparing various acquisition and development projects, a great deal of attention went in 2015 into developing and improving the operation of the new care centres.
As well as building new residential care centres, Anima Care continues to invest in improving the quality of life in its existing residential care centres in order to meet even better the expectations of its residents. In 2016, Anima Care will start renovation works in Berlare and Awans.
Anima Care will continue to grow by acquisitions, the development of new residential care centres, the extension of existing residential care centres, and the expansion of its range of services. This growth, bolstered by a first-rate service, forms the basis for a
further improvement of 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 development and acquisition opportunities.
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From left to right: Peter Rasschaert, Luc Devolder, Olivier Fassin, Ingrid Van de Maele, Johan Crijns, Jeroen Versnick
| (€ 1,000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Turnover | 46,981 | 37,927 | 27,409 |
| EBITDA | 8,890 | 5,388 | 3,376 |
| EBIT | 4,539 | 2,423 | 1,749 |
| Net result (group share) | 1,075 | 463 | 632 |
| Shareholders' equity (group share) | 40,039 | 35,744 | 32,406 |
| Net financial position | -69,242 | -60,232 | -40,806 |
| Balance sheet total | 140,180 | 121,957 | 97,111 |
| Personnel | 824 | 659 | 583 |
Residalya is a French group specializing in accommodation and care of dependent elderly, with emphasis on human relations between residents and staff. As of December 31, 2015, the group managed 30 residences across France, of which 28 consolidated (2,153 beds) and 2 in franchise (120 beds).
Résidence Valois
The consolidated turnover increased to 91.6 million euros in 2015, compared with 80.8 million euros in 2014, thanks to the new and extended residences, a higher occupancy rate, and an increase in the average rent. This takes into account part of the allocations for care and dependence that are managed for the French health insurance and the 'Conseils Départementaux'.
The net result (group share) amounted to 1.9 million euros, compared with 1.5 million euros in 2014. Following the acquisition of shares of the company Patrimoine et Santé, Residalya will eventually own more than 80% of its real estate. At year-end 2015, Residalya had a net debt of 22 million euros, a rescheduling of which will be examined in the course of the 2016 financial year.
Residalya's residences had an average occupancy rate of 95.7% over 2015. The occupancy rate at year-end 2015 was 97.2%. Four residences that were opened in 2014 – Marguerite (+10 beds), La Lande Saint-Martin (+24 beds), Les Rives d'Allier (+20 beds) and Les Jardins de Saintonge – increased their capacity after extension and renovation works. Finally, the new residences included in the scope, Les Cinq Sens (Gard) from April 1, 2015, Le Clos Caychac (Gironde) from April 17, 2015 and Aloha (Gironde) from June 1, 2015, reported a good occupancy rate. At year-end 2015, the group had 2,217 residents.
In the early days of the 2016 financial year, two residences were added to the network: one in Saint-Lô (76 beds) and another in Lyon (60%, in association with a local operator, 88 beds). Besides the integration of these two residences, Residalya expects to acquire new residential care centres, depending on the opportunities and the financial prospects. The group also hopes to extend some of its residences by obtaining new licences. By the end of the 2016 financial year, the Residalya network will have an operational capacity of more than 2,500 beds in new or renovated centres. Residalya looks to the future with confidence.
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Turnover | 91,576 | 80,819 |
| EBITDA | 6,369 | 5,379 |
| EBIT | 2,868 | 2,280 |
| Net result (group share) | 1,875 | 1,454 |
| Shareholders' equity (group share) | 25,604 | 23,729 |
| Net financial position | -22,238 | -23,268 |
| Balance sheet total | 96,267 | 83,754 |
| Personnel | 1,445 | 1,322 |
www.residalya.com
From left to right: Marie-José Le Roy Raynal, Frédéric Hoepffner, Hervé Hardy, Christophe Fabre
Shareholding percentage AvH
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, Golf).
Groupe Financière Duval confirmed the gradual improvement in its activities in 2015, despite a difficult French market. The turnover increased by 17% to 455 million euros, compared with 390 million euros in 2014, primarily as a result of a recovery in the real estate and tourism activities. The net result (group share) increased from 2.5 million euros to more than 8.0 million euros.
An agreement was reached with Mr Eric Duval to swap AvH's 50% interest in Holding Groupe Duval (which owns 82.28% of Groupe Financière Duval) for a 53.5% stake in the French company Patrimoine & Santé, which owns the real estate of 22 retirement homes operated by Residalya. At the end of October, AvH had already converted a 12.2% interest in Holding Groupe Duval into a 22.5% stake in Patrimoine & Santé, so that AvH, together with its partner Hervé Hardy, now already controls 51.5% of Patrimoine & Santé.
At the same time as the agreement on the Groupe Financière Duval - Patrimoine & Santé swap, AvH acquired the 87.42% stake of Groupe Financière Duval in Residalya (with rights to increase to 93.43%) at the beginning of 2015. The other shares are held by founder and CEO Hervé Hardy and the management.
In 2015, property developer CFA completed more than 43,000 m² and reported a substantial increase in construction projects (+35%). Its level of activity, like that of Alamo, was still depressed by temporary delays in certain projects, due mainly to the hesitancy of prospective buyers and investors, and appeals against commercial licences and planning permissions.
Yxime, specializing in property & facility management of industrial and commercial real estate, realized a turnover in line with 2014.
In 2015, the activity of Odalys, the second largest French operator of holiday residences with 120,000 beds spread over 350 residences, was also stimulated by the development of business residences in city centres (Odalys City) and student residences (Odalys Campus). Financially, the company strengthened its equity in April 2015 by a capital increase in cash of 25.5 million euros and a rescheduling of its bank debt at the end of the year.
NGF Golf operated 47 golf courses in France at year-end 2015, and remained the number one in the Paris area with 20 golf courses. The economic turnover remained stable, which is an excellent performance, given the unfavourable general economic situation.
Under the agreements with the Duval family, AvH will gradually increase its stake in Patrimoine & Santé to a controlling interest of 71% by the end of January 2017. The 37.8% stake which AvH still held in Holding Groupe Duval at year-end 2015 was reclassified to 'assets held for sale', and its value was impaired to the contractually defined value. The impact of the stake in Groupe Financière Duval on the 2015 group result of AvH was -8.0 million euros.
| (€ 1,000) | 2015 | 2014(1) | 2013(2) |
|---|---|---|---|
| Turnover | 454,653 | 389,079 | 417,570 |
| EBITDA | 25,796 | 24,884 | 24,255 |
| EBIT | 11,587 | 10,885 | 11,204 |
| Net result (group share) | 8,142 | 2,485 | 4,722 |
| Shareholders' equity (group share) | 116,031 | 108,330 | 107,055 |
| Net financial position | -72,349 | -101,221 | -73,267 |
| Balance sheet total | 602,431 | 639,532 | 612,703 |
| Personnel | 1,877 | 1,853 | 1,845 |
(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)
NGF - Garden Golf de Chantilly ®
Sipef - Nursery with young tea plants in Cibuni - Java
For Sipef, the favourable weather conditions for palm oil production in the second half of 2015 contributed to the increase of palm oil production volumes by 8.4% compared with the previous year.
Sipef is an agro-industrial group, specialized in tropical agriculture, with plantations for palm oil, rubber and tea in the Far East.
The listed Indian company Sagar Cements produces a wide range of cement.
OQM is active in the exploitation and production of aggregates in India, intended for road construction and for the production of concrete.
Telemond Group is primarily a supplier to the crane and automotive industry, with complex steel structures as its core competency.
Contribution to the AvH consolidated net result
50%
| (€ million) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Sipef | 4.6 | 9.9(1) | 11.2 |
| Sagar Cements | 1.2 | 6.0 | -0.4 |
| Telemond Group | -1.6 | 1.8 | 3.0 |
| Others(2) | 0.0 | 0.3 | -5.1 |
| Total | 4.2 | 18.0 | 8.7 |
(1) Restated in accordance with IAS41R
(2) Including Max Green that was taken over by Electrabel at the end of 2015. Since AvH had already reduced the value of its stake in Max Green to zero, this transaction had no more impact on the 2015 results.
Sipef, a listed agro-industrial group, is active in tropical agriculture, primarily the production of sustainable crude palm oil in Southeast Asia.
The group's core activities are historically situated on the island of Sumatra in Indonesia, where a total of 44,762 hectares have been planted with oil palms and 6,248 hectares with rubber trees over a period of more than 90 years. In the hills near Bandung, on the island of Java, lies Cibuni, a high-quality tea plantation of 1,777 hectares. The Indonesian operations are the most important for the group, representing 64% of the gross operating profit.
A second growth centre has been developed in Papua New Guinea since the 1970s. Especially in recent years this location has grown into an operation with 13,558 hectares of oil palms and 3,283 hectares of rubber trees. These activities, combined with harvests purchased from neighbouring farmers, generate 24% of the gross operating profit.
The historically more important interests in African agricultural businesses have been gradually reduced over the years due to a lack of recurrent contribution, and are now confined to the profitable production of bananas and tropical flowers for the European export market on a total area of 672 planted hectares, which in 2015 represented 9% of the gross operating profit.
Sipef had a good year in operational terms, with increasing production volumes on most of its oil palm plantations and stable costs, but was confronted with considerably lower world market prices for palm oil and rubber. As a result, the turnover decreased by 21% and the gross operating profit by 44% compared to 2014. Despite the improvement in the group's general expenses, the operating result amounted to 22.0 million USD compared with 60.8 million USD in 2014.
As the long-term investments in the agricultural sector are financed entirely from the company's equity, the financial costs are very limited. After
Production (in tonnes)(1) and planted areas (in hectares)
(1) Own + outgrowers
an effective tax rate of 29.7%, Sipef realized a net result (group share) of 19.2 million USD, which is 61% down on 2014. The net result was also affected by a 2.6 million USD charge as a result of an unexpected change in the export tax system in Indonesia, which now also imposes a flat tax of USD 50/tonne on all exports of crude palm oil. Due to the early implementation of the new IAS41 regulations for biological assets, the annual restatements no longer apply. The figures for 2014 were restated on the basis of this new standard, which has been applied since January 1, 2015.
Despite relatively low palm oil production volumes at the beginning of the year due to the delayed effects of the drought in early 2014, substantial production increases were recorded in the second half of 2015, so that overall annual production increased by 8.4% to 290,907 tonnes of palm oil. In the mature plantations in North Sumatra, the relatively new mature areas in particular saw increasing yields by hectare (+5.2%). In the Agro Muko plantations in Bengkulu province, total production volumes remained the same as a result of the intensive replanting programme that started two years ago and will only come into full production in a few years. The biggest increase in production volumes (+54.9%) was reported in the young plantations of the UWM/TUM group, where the growth-promoting measures produced higher yields in the more mature plantations. The difficult start to the year in Papua New Guinea due to heavy rainfall in the first quarter was more than compensated for in the second half of the year, allowing the year to end with a production growth of around 13% in Sipef's own plantations. As a result of an additional support programme, palm oil volumes from harvests purchased from neighbouring farmers were 7.2% higher than in 2014. Despite the annual increase in labour costs imposed by the local government, production costs in USD terms remained well under control. The general decrease in fertilizer and fuel prices, and especially the weakening of the local currencies in relation to the USD, entirely compensated for the inflation-driven increases in local labour costs.
World market prices of palm oil decreased very strongly in 2015. In the first quarter, market prices still remained fairly stable due to the relatively low production volumes in the two main production countries, Malaysia and Indonesia; nevertheless, as soon as production recovered, combined with very good soya bean and rapeseed harvests, sales prices were recorded in the second half of the year that have not been seen in years. Weak demand from a volatile China and low crude oil prices did little to bolster export, and resulted in large stocks in all producing countries in the fourth quarter, while world market prices kept fluctuating below the threshold of USD 600/tonne CIF Rotterdam.
Despite increasing production volumes (+4.8%) in the rubber plantations in Indonesia, the contribution of rubber to the gross profit turned negative. The low world market prices for natural rubber were driven by a temporary decrease in demand from China and an additional supply from young plantations in Vietnam and the African continent. For most production countries, the prices applied since the second half of the year are below their production costs and mainly prompted the small rubber producers to suspend their activities.
The black tea which Sipef grows in Indonesia is similar in quality to Kenyan tea, of which sales were considerably lower from the second quarter of 2015 onwards because of the drought. This meant that markedly better prices were offered, and that the gross profit contribution of the Cibuni plantation could recover in 2015. The bananas grown by Sipef are supplied from Ivory Coast at contractually fixed prices and volumes to mainly British and French customers, thereby limiting the impact of the volatile banana markets, driven by fluctuating volumes from Central and South America.
In view of the generally lower sales prices and margins in palm oil and rubber, the oil palm expansion programmes were already adjusted during the 2015 financial year. In that respect, the proposed planting plan in Papua New Guinea was reduced to 593 hectares. In South Sumatra (Indonesia), more than 7,800 hectares have been compensated, and more than 3,300 hectares have already been planted or prepared for planting, of which 1,592 hectares in 2015. The total expansion for the group came to 2,369 hectares, putting the current total planted area at 70,358 hectares, of which 19% has yet to reach the production stage. In this expansion of operations, the sustainability aspects under the Roundtable on Sustainable Palm Oil (RSPO) certification remain paramount.
Freshly harvested latex in rubber plantation in Bandar Pinang - North Sumatra Bunches with ripe (orange) and unripe (green) fruit
Despite the generally lower palm oil production volumes in Indonesia and Malaysia at the beginning of 2016, the volume projections for the group are positive in view of the organic growth related to the increasing yields of the young plantations in UMW/TUM in North Sumatra and in Papua New Guinea. The large world stocks that depressed market prices towards the end of 2015 have now shrunk sufficiently to give a fresh boost to palm oil prices, despite a lack of demand from the biodiesel industry and a projected production increase of soya beans in South America. The constant growth in world palm oil consumption, driven by the food industry and the energy markets, and the production cost advantage over the main competitors mean that the long-term future of palm oil as the main carrier of the vegetable oil markets remains positive.
Because of the slight oversupply of natural rubber in relation to the temporary stagnation in demand from the Chinese tyre industry, Sipef expects fairly low world market prices in 2016.
Sipef has already sold more than a quarter of its anticipated palm oil and rubber production volumes for 2016. If prices for palm oil, rubber and tea are maintained at the average levels achieved so far, Sipef expects results for 2016 to be slightly lower than the recurrent results of 2015. The end result will to a large extent depend on the projected production volumes being attained, the level of market prices for the rest of the year, the maintenance of current export tax levies on palm oil in Indonesia, and the evolution of costs, which despite compulsory increases in workers' wages are still favourably influenced by the persistently weak currencies of Indonesia and Papua New Guinea.
Sipef NV
From left to right: Thomas Hildenbrand, Charles De Wulf, Johan Nelis, Robbert Kessels, François Van Hoydonck
| (USD 1,000) | 2015 | 2014(1) | 2013(2) |
|---|---|---|---|
| Turnover | 225,936 | 285,899 | 286,057 |
| EBITDA | 50,131 | 82,307 | 72,587 |
| EBIT | 21,992 | 60,819 | 66,436 |
| Net result (group share) | 19,226 | 48,967 | 55,627(3) |
| Shareholders' equity (group share) | 413,862 | 410,946 | 508,058 |
| Net financial position | -50,521 | -24,617 | -35,077 |
| Balance sheet total | 577,108 | 571,383 | 703,721 |
(1) Restated following the early application, as of 2015, by Sipef of the amendments to IAS16 and IAS41 - property, plant and equipment and bearer plants
(2) Restated in accordance with the new IFRS11 standard
(3 Incl. net impact IAS41 'Change in fair value of biological assets': 9,002 KUSD
Sagar Cements is a listed manufacturer of cement, based in Hyderabad (India). The plants in the states Telangana and Andhra Pradesh, in the south of India, have a total cement capacity of 3.75 million tonnes per year.
2015 was characterized by a general improvement in the business climate in India. The government of Prime Minister Modi initiated reforms by liberalizing foreign investment, improving the competitiveness of the manufacturing industry, and reinitiating large infrastructure projects. Stable inflation figures and a sharp decrease in oil prices also stimulated the economy.
Although overcapacity in the southern region of India persisted, prices increased as a result of a gradual recovery of demand, a stable capacity level, and the prospect of new infrastructure investments in the new state capital, following the split of the Andhra Pradesh state. The diversification of Sagar Cements outside its core markets, Andhra Pradesh and Telangana, which were affected by an unfavourable dynamic of supply and demand, helped to improve margins. In 2011, those two states still accounted for around 70% of the turnover, compared to just around 40% in 2015. The profitability of Sagar Cements was positively influenced by substantially lower coal, electricity and freight costs following a sharp decrease in worldwide raw material prices.
The acquisition of BMM Cements, based in the south of Andhra Pradesh, with an annual capacity
Sagar Cements
of 1 million tonnes of cement and its own 25 MW power plant, was finalized in August 2015. This acquisition expands the total annual production capacity of Sagar Cements to 3.75 million tonnes. Moreover, it puts Sagar closer to its markets, allowing it to reduce transport costs. In the fourth quarter of 2015, the government of Andhra Pradesh granted BMM Cements a lease for limestone mining. This should reduce raw material costs. In the past, Sagar sold cement from the BMM plant under its brand name 'Sagar', and sourced limestone from external suppliers.
Sagar not only reduced its transport distances by acquiring a second plant, it also invested in the construction of a railway line linking the production plant in Matampally to the nearby national railway. The line became operational in September 2015. The switch from transport by road to rail should reduce the costs of sales to other states as well as inbound transport costs for raw materials such as coal.
Sagar Cements realized a one-off high profit of 32.7 million euros in 2014 as a result of the capital gain on the sale of its 47% stake in the joint venture with Vicat (AVH share: 6 million euros).
The states of Andhra Pradesh and Telangana are currently engaged in major infrastructure projects such as seaports, airports and industrial corridors. Since no extra capacity is expected to be brought into operation in southern India until 2018, the utilization level for the region are expected to increase significantly from 55% today to more than 65% in 2018.
www.sagarcements.in
Sagar Cements LTD
| (€ 1,000) | 2015(1) | 2014 | 2013 |
|---|---|---|---|
| Turnover | 105,341 | 65,920 | 61,748 |
| EBITDA | 19,689 | 46,348 | 3,733 |
| EBIT | 15,849 | 43,580 | 267 |
| Net result (group share) | 6,415 | 32,686 | -2,382 |
| Shareholders' equity (group share) | 75,581 | 65,269 | 29,660 |
| Net financial position | -60,229 | -475 | -25,005 |
| Balance sheet total | 176,554 | 128,578 | 78,474 |
| Exchange rate INR/€ | |||
| P&L | 71.43 | 80.65 | 77.52 |
| Balance sheet | 72.12 | 77.29 | 85.04 |
(1) 2015 key figures based on provisional estimate
Oriental Quarries & Mines (OQM), a joint venture between AvH and Oriental Structural Engineers headquartered in New Delhi (India), is active in the exploitation and production of aggregates for the construction of roads, airfields, railways, racing circuits and buildings, and for the production of ready-made concrete in the Bangalore and Gwalior regions. The products are marketed under the brand name 'Oriental Aggregates'.
Oriental Quarries & Mines
OQM was operating three quarries at the end of 2015: in Mau and Bilaua (in the Gwalior region in northern India) and in Bidadi (Bangalore, southern India). Aggregates from OQM's quarries in northern India are used for infrastructure works such as the large-scale National Highway Project, railways and airfields. The Bidadi quarry focuses primarily on the market of ready-made concrete and major real estate projects.
2015 was a challenging year for OQM in a difficult market environment. The company was confronted with a weak infrastructure market in Mau and Bilaua as a result of the limited progress of road-building projects and a temporary state-wide ban on the use of explosives. This led to a major production downtime for both stone crushers. Operations in the Bidadi quarry were adversely affected by a temporary breakdown of the stone crusher and by exceptional rainfall in the last quarter of the year. Despite the significant decrease in sales, OQM realized a break-even result, while the working capital requirement was kept under control.
Oriental Quarries & Mines Pvt LTD
The company expects a positive impact from the increased infrastructure investments by the central government in 2016 and from the implementation of the Land Acquisition Bill, which should accelerate road-building activity. OQM will further improve its operational performance in 2016 and continue to build on the progress made in the past few years. The group will also further diversify its customer base and continue to focus on the acquisition of land stock.
www.orientalaggregates.com
From left to right: Sandeep Aiyappa, Manoj Mishra, Parijat Mondal, Sunil Sharma
| (€ 1,000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Turnover | 6,230 | 8,015 | 4,905 |
| EBITDA | 500 | 738 | 178 |
| EBIT | -84 | 462 | -161 |
| Net result (group share) | -34 | 662 | 60 |
| Shareholders' equity (group share) | 7,770 | 7,281 | 5,990 |
| Net financial position | 1,705 | 1,362 | 1,462 |
| Balance sheet total | 9,455 | 8,912 | 7,252 |
| Exchange rate INR/€ | |||
| P&L | 71.43 | 80.65 | 77.52 |
| Balance sheet | 72.12 | 77.29 | 85.04 |
Telemond Group is primarily a supplier to the crane and automotive industry, with production sites in Poland. 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.
2015 was a challenging year for Telemond. Sales were more than 10% down on 2014. Telemond's principal customers were confronted with a sharp downturn in the hoisting business, a slowdown in the construction industry in several key markets, such as China, South America and Russia. The overcapacity was offset by a reduction in the workforce. The effects of those cost savings will begin to be noticeable in 2016. A loss of 2.6 million euros was recorded in 2015.
Despite the negative market trends and the decrease in revenue, both Teleskop and Montel were able to maintain their strong market position and their long-standing relations with important customers.
Following a successful relocation, Teleyard was able to step up production at its new plant in the port of Stettin (Poland). Its aim is to become European market leader in the production of components for highly complex steel structures for large-scale infrastructure projects. From day one of production, Teleyard was able to guarantee high quality and 100% punctual delivery. The difficult market conditions as a result of decreasing oil and gas prices led to a slowdown in investments in the offshore industry. Telemond will therefore
Production of offshore crane - Stettin - Poland
continue to diversify into the infrastructure and industrial construction markets.
Henschel Engineering Automotive has secured an additional contract from VW for loading platforms with flip-down sides. Delivery will start in 2016 to the VW plant near Poznan (Poland) where the new model of the Crafter van will be built. The additional sales should substantially increase the turnover of Henschel Engineering Automotive.
For 2016, 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 constant pursuit of excellence in the premium segments is to the advantage of high-quality suppliers.
| (€ 1,000) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Turnover | 69,869 | 79,588 | 78,731 |
| EBITDA | 1,724 | 7,789 | 10,129 |
| EBIT | -2,065 | 4,610 | 6,233 |
| Net result (group share) | -2,623 | 3,826 | 6,571 |
| Shareholders' equity (group share) | 47,225 | 49,735 | 48,089 |
| Net financial position | -17,781 | -17,209 | -10,946 |
| Balance sheet total | 74,397 | 81,199 | 69,570 |
| Personnel | 818 | 957 | 827 |
From left to right: Tobias Müller, Christopher Maas, Reiner Maas, Dieter Schneider, Frank Ceuppens
www.telemond.be
CAPITAL
In the Development Capital segment, Agidens (formerly Egemin) sold its Handling Automation division, contributing 31.7 million euros to AvH's group profit.
| (€ million) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Sofinim | -1.8 | -2.9 | -2.8 |
| Contribution participations Sofinim | 23.8 | 3.0 | -6.3 |
| Contribution participations GIB | -13.3 | -6.8 | 2.5 |
| Development Capital | 8.7 | -6.7 | -6.6 |
| Capital gains / impairments | -1.2 | -15.4 | 29.5 |
| Total (including capital gains / impairments) |
7.5 | -22.1 | 22.9 |
In 2015, the market was characterized by the successful exits from private equity funds. This is still done primarily by sales to strategic players, the stock market or other private equity players. Those proceeds were paid out to their shareholders, who actually wished to maintain or increase their allocations to private equity. They continue to be attracted by the good returns throughout the cycle and the lack of real alternatives.
Those private equity funds were cautious buyers of companies, prompted by the constantly increasing valuations and the high economic and political volatility. They have not forgotten the consequences of their investments during the 2005-2007 period. Many of those investments are still being held and prove difficult to sell, with or without a profit.
The result of both trends is the growing availability of cash to buy companies, driving the price for successful businesses up to levels of before the financial crisis in 2008. This leaves little room for mistakes or economic downturns. On the other hand, investors remain selective when it comes to companies or sectors in difficulty, with long acquisition processes as a result. There is a renewed interest in venture capital, particularly in ICT and/or the medical sector, aided by low interest rates and successful examples. There also seems to be more interest in growth capital. Finally, we also observe an extension of the average investment horizon in the participations of private equity funds, urging them to become more closely involved.
More funding channels are becoming available to businesses, such as private placements or crowdfunding, or new players. This is in response to a demand from wealthy private investors who are looking for a return on their investment, and opens up opportunities for businesses. This disintermediation, however, holds a greater risk for final investors.
In this climate, emphasis remains on the success formula of private equity, in particular the focus on operational improvements, increasing market share or finding new markets, coupled with good corporate governance. The business model sought by long-term investors is precisely what AvH offers in Development Capital. The group focuses on a limited number of portfolio companies, where indepth knowledge of their markets is developed in close cooperation with the management. This gives AvH expert knowledge to help formulate, shape and where necessary adjust the strategy to be followed. The investment horizon is longer than is customary in the sector, thus allowing a stable corporate policy and investments. AvH takes a selective look at new projects when justified by the growth prospects and valuations. At the same time, the team keeps a steady lookout for good opportunities, also for its portfolio companies, on the basis of trends in sectors, technology and geographical markets.
The results in 2015 were strongly influenced by the substantial capital gain on the sale of a division of Egemin. The impairments at two companies (Distriplus and Groupe Flo), the substantial project losses at CKT Offshore and restructuring costs at Euro Media Group cancelled out the better results reported by most other portfolio companies. There were also a number of divestments, such as those of Hertel and Trasys.
The capital gains that are realized on a regular basis are proof that AvH is succeeding in restoring or 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 2015 was focused on helping the management teams with various aspects such as market analyses, operational improvements, legal advice and corporate finance.
At 106.2 million euros (including capital gains and receivables), the level of divestments in 2015 was substantially lower than in 2014 (39.3 million euros). 35.8 million euros was invested, exclusively in the form of follow-up investments, which is also higher than the previous year. This was done to support existing participations or in the context of sales transactions. Various opportunities were examined, without this leading to new investments.
The contribution (excluding capital gains) of the Development Capital segment to the group's results in 2015 amounted to 8.7 million euros, compared with -6.7 million euros in 2014. The capital gain on the sale of Egemin's Handling Automation division accounts for a substantial part of that figure. In 2015, the capital gains amply offset the capital losses, impairments and administrative costs, putting the overall contribution of Development Capital at 7.5 million euros. The adjusted net asset value of the Development Capital portfolio amounted to 536.4 million euros at year-end 2015 (compared with 508.7 million euros at year-end 2014).
Euro Media Group Manuchar
Turbo's Hoet Groep - Hooglede
AvH's partnership with the Frère group is through GIB, which is jointly controlled by AvH and NPM (Nationale Portefeuillemaatschappij/ National Portfolio Company). In addition, Sofinim holds a 50/50 stake with NPM in Distriplus.
The GIB portfolio changed in 2015 following the sale of Trasys to NRB. This gave rise to one of the biggest ICT companies in Belgium, with a turnover of more than 300 million euros. A limited capital loss was recorded on that sale in 2015. AvH realized an IRR of 7.4% on its investment in Trasys, which was acquired in 2006 by an MBO.
The difficult market conditions in France, partly as a result of the terrorist attacks and the accompanying terrorist threat, led again to a substantial decrease in Groupe Flo's operating results. Consequently, an impairment was recognized. As part of the agreements with the banks, GIB supported Groupe Flo with additional shareholder loans.
Shareholding percentage AvH Shareholding percentage AvH
For Sofinim, the successful sale of Egemin's Handling Automation division had a significant impact. The activities of the five remaining divisions are continued under the new brand name Agidens. Another important event was the sale of Hertel to the French Altrad group, which had been seeking a partnership for many years and recognized Hertel's potential. Many years of effort to get Hertel back on track began to pay off last year and formed the basis for this transaction. In this way, Sofinim was able to get a return on the investment it made in 1997, and realized an IRR of 0.2%. As part of the transaction, the shareholders of Hertel acquired the former Hertel Offshore, which changed its name to CKT Offshore. This was Sofinim's biggest investment in 2015.
As far as Sofinim's participations are concerned, the strong improvement in the results of Corelio and Turbo's Hoet Groep in difficult markets is worth noting. The restructuring at Euro Media Group continues to weigh on the results, although the outlook for 2016 is much better. At Distriplus, which otherwise would have ended the year with a positive result, a goodwill impairment weighed heavily on the figures. Given the development of the oil and gas industry in 2015, CKT Offshore was confronted with a number of setbacks and necessary restructuring, which led to an unexpectedly large loss. The other participations evolved in line with previous years. Finally, NMC, which was sold in 2014, ceased to make a contribution, while Transpalux, which was acquired at the end of 2014, ended slightly in the red due to non-operational elements. As regards divestments, there was the repayment of a vendor loan which had been granted in connection with the earlier sale of AR Metallizing.
Overall, Sofinim's participations made a substantially higher contribution to the group result in 2015.
Despite potential new portfolio acquisitions being examined, investments were mostly limited to CKT Offshore and the acquisition of additional shares in Egemin / Agidens as part of the disposal of the Handling Automation division.
| (€ million) | 2015 | 2014 |
|---|---|---|
| Equity development capital (incl. third parties) |
522.6 | 512.1 |
| Unrealized capital gain (loss) in relation to share price |
||
| - Atenor | 13.8 | 10.8 |
| - Groupe Flo | 0.0 | -14.2 |
| Total | 536.4 | 508.7 |
Agidens provides consultancy, automation and maintenance services for five focus markets: Life Sciences, Tank Terminals, Food & Beverage, Infrastructure and Chemicals. The company employs more than 500 people and is based in Antwerp.
For Agidens, 2015 was a historic year in which the group repositioned itself. The sale of the logistics automation division of the former Egemin to the German KION Group yielded a capital gain of around 60 million euros, and made 2015 one of the most remarkable years in the company's 70 year history. By focusing on further growth of the business, Agidens, the new brand name without Handling Automation, achieved a record order book of around 65 million euros.
The Life Sciences division continued in 2015 to build on its successful key account management strategy and realized strategic automation projects for major players in the pharmaceutical industry. The division also won an important contract for validation support for a customer with branches in Belgium and the Netherlands. In addition to its existing sites in Switzerland and the Netherlands, Agidens also opened branches in France and Germany to support its international growth.
In the sector of Tank Terminals, Agidens consolidated its leading market position in the ARA area (the area between the ports of Amsterdam, Rotterdam and Antwerp). LBC Tank Terminals requested support at three sites in Belgium and the Netherlands, which means that the Agidens division is now active at 15 storage terminals. In
From left to right: Jo Janssens, Marc Bocxstael, Geert Stienen, Arnoud Den Hoedt, Pieter Tilkens, Steven Peeters
Heumen floodgate
collaboration with several partners, the division is developing an innovative software package for Tank Terminals, whose roll out will start in 2016.
In the Food & Beverage industry, Agidens helped Nestlé in 2015 with the extension of a baby food plant in the Netherlands. It also realized projects for the Trappist Brewery in Westmalle, Spa Monopole, and Findus Sweden. In this way, Agidens strengthens its position as a process specialist for high-quality food and drinks.
The Infrastructure division expanded its market to the Netherlands, where it won the contracts for the large-scale works on the Beatrix lock and the construction of the new floodgate in Limmel (together with Besix). Agidens has also become an absolute specialist in the remote control of automated civil engineering works such as tunnels, bridges and locks.
A new division was started up in 2015 that will focus on the (fine) chemical industry.
Agidens has developed a renewed strategy, '20/20 Vision', for the next five years and wants to grow further with focus on product innovation, market differentiation, internationalization, and key account and key partner management. This strategy should enable Agidens to continue its historic growth.
| (€ 1,000, IFRS) | 2015(1) | 2014(2) | 2013(2) |
|---|---|---|---|
| Turnover | 61,930 | 128,356 | 105,040 |
| EBITDA | 62,898 | 10,170 | 6,753 |
| Net result (group share) | 58,504 | 4,335 | 2,363 |
| Shareholders' equity (group share) | 88,074 | 26,376 | 21,914 |
| Net financial position(3) | 71,100 | 5,911 | 12,586 |
(1) Agidens without Handling Automation (except capital gain)
(2) Egemin International (incl. Handling Automation)
(3) 2015: Including the proceeds of the sale of Handling Automation
Atenor Group is a listed real estate developer specializing in large-scale urban projects - offices, mixed and residential units - in outstanding locations and 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 2015 financial year with a positive net result of 20.0 million euros, a figure that has been increasing for the past five consecutive years.
The 2015 result was realized primarily by the further development of the projects in portfolio, whose profit is recognized according to the percentage of completion, and for those projects for which an off-plan sale to a final investor was realized. This is the case with the projects Trebel (Brussels), AIR (Luxembourg), Port du Bon Dieu (Namur), Les Brasseries de Neudorf (Luxembourg) and, to a lesser extent, Les Grands Prés, La Sucrerie and City Docks. Atenor also had rental income from the projects in Budapest (Hungary) and in Bucharest (Romania).
The further development of the projects in Central Europe benefited from a more favourable economic climate. Two buildings in Budapest are now fully let, while the third building, which was completed in January 2016, is 60% let. In Bucharest, the first building is fully let, while the other two, still under construction, are 85% and 60% let. The ultimate objective, however, is to sell the buildings in both cities.
The One - Brussels (artist impression) Trebel - Brussels (artist impression)
Atenor continues to invest in the expansion of its portfolio. Control was regained over the company Hexaten, which owns the Nysdam building in La Hulpe. This office building, with a floor area of 16,000 m², was developed by Atenor at the beginning of the years 2000. Atenor intends to redevelop this site in the long run.
Notwithstanding the uncertainties inherent in the property development sector, Atenor started 2016 with a positive outlook on the results in the coming years, based on a consistent policy of value creation.
From left to right: Olivier Ralet, Stéphan Sonneville, William Lerinckx, Laurent Collier, Sidney D. Bens
| (€ 1,000, IFRS) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Turnover | 116,748 | 110,801 | 110,133 |
| EBITDA | 34,612 | 30,795 | 24,016 |
| Net result (group share) | 19,958 | 15,333 | 12,028 |
| Shareholders' equity (group share) | 126,799 | 112,904 | 104,786 |
| Net financial position | -339,342 | -199,572 | -174,932 |
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 Agidens (the new name of the former Egemin divisions Process Automation, Life Sciences, Infra Automation, and Consulting & Services), and in the energy company REstore. Axe Investments also owns part of the Ahlers building on Noorderlaan in Antwerp.
Xylos is a leading ICT service provider which together with its subsidiary INIA sells and implements Intelligent Cloud, Social, Mobile and e-learning solutions. Xylos further extended its range of services in the course of 2015 by setting up IntoApps Belgium, a joint venture with the innovative Dutch app developer IntoApps Nederland. This now enables Xylos to serve the Belgian market with mobile business applications.
REstore is a European energy technology firm specializing in automated demand response. REstore supplies interruptible power to energy suppliers and grid managers in the form of a virtual peak plant. In 2015, Axe Investments invested in a new capital round of REstore, which will be employed primarily to finance the further European expansion and ongoing development of REstore's own software platform FlexpondTM.
Ahlers building
Also in 2015, Axe Investments launched the LOGIN initiative (Logistics & Mobility Innovation) in association with iMinds and Antwerp Management School. Besides supporting (financing, coaching and training) innovative projects in logistics and mobility, LOGIN aims to encourage cross-pollination between new and existing players through special events and networking moments.
Due to lower occupancy and renovation works, the contribution of the real estate portfolio of Axe Investments was lower than in previous years.
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.
| (€ 1,000, IFRS) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Turnover | 614 | 553 | 587 |
| EBITDA | 184 | 107 | 123 |
| Net result (group share) | 402 | 277 | 267 |
| Shareholders' equity (group share) | 15,582 | 15,530 | 15,613 |
| Net financial position | 4,920 | 5,120 | 5,157 |
www.axe-investments.com
(1) The figures of Agidens / Egemin are not consolidated by Axe Investments.
CKT Offshore is an EPC contractor specializing in the design, construction, maintenance and repair of (modular) accommodation, technical modules, architectural finishing and insulation on a turnkey basis.
In June 2015, CKT Offshore was spun off by a carve out from Hertel, a former portfolio company of Sofinim which was sold in June 2015. CKT Offshore is active through its own sites in the Netherlands, Britain, Romania and China.
In 2015, CKT Offshore was primarily engaged on the Aasta Hansteen project for Statoil in Norway. For this project worth more than 100 million euros, CKT Offshore is building the accommodation of an offshore platform in association with Hyundai Heavy Industries. This projected is expected to be completed in the first half of 2016.
The former shareholders of Hertel, including Sofinim, gave CKT Offshore the necessary financial support in 2015 for the spin-off. Unfortunately, the group was confronted in 2015 with a number of (financial) setbacks in the Netherlands and the United Kingdom, so that restructuring operations had to be carried out. Due to difficult market conditions and losses that were incurred on the finalization of some major projects, CKT Offshore reported a loss of 19.8 million euros. This takes into account the losses that were projected for the final completion of those contracts.
2016 is set to be another challenging year. From 2016 onwards, and in view of the carve out from Hertel, the group will focus on smaller projects through CKT Projects.
Accommodation for Aasta Hansteen platform
www.cktprojects.com
From left to right: Willem de Ronde, Max Timmer
| (€ 1,000, IFRS) | 2015 |
|---|---|
| Turnover | 76,262 |
| EBITDA | -15,750 |
| Net result (group share) | -19,799 |
| Shareholders' equity (group share) | 3,466 |
| Net financial position | 4,169 |
Shareholding percentage Sofinim
Through its interest in Mediahuis, media group Corelio is the number one player on the Flemish print and digital newspaper market, and with NRC Handelsblad it also owns a publication that ranks as the prime reference in journalism in the Netherlands. The group is also active in the audiovisual media and the free local press, and has two separate printing divisions.
Corelio was able in 2015 to reap the full benefits of a number of strategic initiatives that were implemented in recent years.
The joint venture Mediahuis (Corelio 62% - Concentra 38%) fully lived up to the high expectations. On the readership market, Het Nieuwsblad / De Gentenaar, Gazet van Antwerpen, De Standaard and Het Belang van Limburg were able to increase their combined market share and launch additional digital innovations. In combination with virtually stable advertising revenue and firm cost control, this led to a significantly better operating result. The major acquisition which Mediahuis was able to finalize with NRC Media in the Netherlands at the beginning of 2015 also contributes to the group's positive results.
At the beginning of 2015, the European competition authority gave its final approval to the entry of Telenet (50%) in De Vijver Media. Production company Woestijnvis can once again count public broadcaster VRT among its customers, alongside Telenet and Proximus. The investments in SBS channels Vier and Vijf generated a satisfactory
From left to right: Bruno de Cartier, Geert Steurbaut, Gert Ysebaert
Corelio - NRC
increase in advertising revenue. The Loft International, however, did not appeal to American cinemagoers, and weighed heavily on the results.
In line with previous years, radio station Nostalgie succeeded in enlarging its market share in both the northern and southern parts of Belgium, and reported good commercial and financial figures.
Despite persistently difficult market conditions, the printing divisions made substantial progress. Printing Partners managed to realize a strong annual result at both sites. Corelio Printing reaped the benefits of a reorganization process that started in 2014 to centralize all its operations at the site in Erpe-Mere. In a market characterized by overcapacity, pressure on prices and margin erosion, the management continues its efforts to optimize production and costs.
The impact of the restructuring that was implemented in 2014 became fully apparent in 2015. In combination with the favourable development of the Mediahuis publications and the acquisition of NRC Media, this led to a significant improvement in the EBITDA (67.6 million euros compared with 27.3 million euros in 2014). The net profit increased to 11.4 million euros (1.8 million euros in 2014), but was negatively impacted by Corelio's share in the loss recorded on The Loft. The increase in the net financial debt is attributable to the acquisition of NRC.
| (€ 1,000, IFRS) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Turnover | 521,898 | 398,274 | 299,939 |
| EBITDA | 67,573 | 27,328 | 21,339 |
| Net result (group share) | 11,379 | 1,773(1) | -42,319(1) |
| Shareholders' equity (group share) | 66,044 | 59,313 | 37,763 |
| Net financial position | -162,171 | -89,492 | -72,824 |
(1) After exceptional impairments, provisions and restructuring costs
Distriplus is a retail group active in the beauty & care sector through the Di and Planet Parfum chains.
With 81 stores in Belgium and Luxembourg, Planet Parfum maintained its turnover in 2015 at 96 million euros in a highly competitive market environment. Stores were opened in Mechelen and Genval, and the new retail concept was further refined. In the first year of activity of the e-shop, focus was on offering a wide product range. This was fully integrated with the check out system, so that products not available in the store can be ordered directly from the e-shop and delivered the next day at home or at the store. In this way, the customer is offered a total multichannel retail experience. Turnover for a first year was substantial.
More than before, Planet Parfum will concentrate on upgrading the service at its outlets. In that connection, it was decided to implement a renewed approach and refurbishment of the beauty parlours. Planet Parfum is the only player in the selective perfume market to have an extensive network of 35 beauty parlours.
Di continued along its growth path and expanded its network to 118 stores, opening new outlets in Genk, Bruges, Eeklo, Arlon and Genval. The new NEO make up concept, which gives a more orderly presentation of the products and entices customers to try out products, was rolled out to 17 more stores.
Di - Mons
Di also entered into a partnership with MIVB (Brussels public transport company) to open outlets in the Brussels underground stations, starting with Madou, Schuman and Montgomery. This is in keeping with the wish of MIVB to upgrade its retail park in the stations with a small number of partners.
The turnover of Di increased to 105 million euros, particularly as a result of the growth in make up products. Di continues to focus on further differentiation and the development of its own exclusive brands in the different product groups in which it is active.
Partly due to an impairment on goodwill of 15 million euros, prompted by the impact of difficult market conditions on expected profitability, Distriplus realized a loss of 13.1 million euros.
| www.planetparfum.com | |
|---|---|
| www.di.be |
From left to right: Marc Boumal, Inge Neven, Matthias De Raeymaeker, Veerle Hoebrechs, Philippe Crepin
| (€ 1,000, IFRS) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Turnover | 203,226 | 199,927 | 247,230 |
| EBITDA | 8,399 | 12,019 | 13,728 |
| Net result (group share) | -13,127 | 3,717 | -39 |
| Shareholders' equity (group share) | 53,256 | 66,382 | 62,665 |
| Net financial position | -50,556 | -54,199 | -61,267 |
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 develops its activity as a technical service provider by aiming to control all the stages of production, from image processing to transmission.
Euro Media Group's fleet of mobile units and studio capacity are among the biggest in Europe.
2015 was an important year, with Euro Media Group recording a REBITDA of 46.7 million euros, compared with 47.2 million euros in 2014. Given that 2015 was a year without major international sporting events, such as the Olympic Games or the World Cup, EMG's financial performance was satisfactory, even though it was negatively affected by the restructuring of French operations.
The most vigorous growth in 2015 was in Italy (3Zero2), with a nice increase in the number of (co)productions for Mediaset (Colorado) and Disney (Alex&co), and a growth in outside broadcasts. The United Kingdom (CTV) and Belgium (Videohouse) made again a very solid contribution to the group's results, whereas Germany and the Netherlands were confronted with challenging market conditions due to stiff local competition. In France, the group completed its restructuring operations by further reducing its studio capacity and adapting the organization to the exit from film and fiction activities. The organization was restructured under the direction of the new general manager for France, Lionel Vialaneix. The actions that were taken resulted in a slightly higher EBITDA in 2015 and will make a significant contribution to the 2016 results.
EMG continued its acquisition and growth strategy in 2015. In May, 100% of the shares of Broadcast RF (UK) were acquired, giving EMG an even stronger leadership position in the specialist market of wireless transmission. In September, EMG acquired 67% of the shares of Netco Sports in France. Netco Sports develops 'second screen' solutions and is active in the field of connected stadiums. With this acquisition, Euro Media Group further extends its range of digital services. Finally, the group also acquired the 30% minority share of the founders of 3Zero2 in Italy.
The negative net result of -18.8 million euros is mainly accounted for by 9.0 million euros restructuring costs in France and by the recognition of an interest charge of 8.3 million euros on the convertible bonds of Financière EMG.
2016 will be a very strong year for Euro Media Group, with the contribution of the internation-
Euro Media Group
al sporting events (Olympic Games in Brazil and Euro 2016 in France), the positive effects for the full year of the measures taken in France, and the contribution for the full year of the acquisitions in 2015.
| (€ 1,000, IFRS) | 2015 | 2014 |
|---|---|---|
| Turnover | 294,000 | 317,848 |
| REBITDA | 46,743 | 47,168 |
| EBITDA | 38,094 | 39,250 |
| Net result (group share) | -18,803 | -9,873 |
| Shareholders' equity (group share)(2) | 96,143 | 180,695 |
| Net financial position (without convertible bonds)(3) | -71,546 | -67,847 |
(1) Financière EMG was set up in 2014 following the entry of PAI (and acquisition of control) in the ownership of Euro Media Group. Financière EMG owns 100% of the capital of Euro Media Group and has no activities besides its participation in Euro Media Group. The income statement of Financière EMG, however, is influenced by the financing structure at Financière EMG, which consists of cumulative preference shares and includes 72.2 million euros in convertible bonds.
(2) In these figures, 72.2 million euros worth of convertible bonds, issued by Financière EMG for the benefit of the shareholders of Financière EMG, are included in the equity but not in the net financial position.
(3) Before Purchase Price Allocation following the entry of PAI
www.euromediagroup.com
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, Taverne de Maître Kanter) and world-renowned brasseries (La Coupole, Bofinger, Le Bœuf sur le Toit). These businesses are spread across France, though mainly in Paris and its environs.
2015 was marked primarily by the two major terrorist attacks in Paris, which created a climate of great fear, with a strong impact on the leisure industry and the catering business in particular. In line with the further deterioration of the French economic situation, the restaurant market failed to make a recovery, but instead declined by another 3%.
In this context of a general downturn in restaurant visits, Groupe Flo declined further, even though the first positive signs were observed. Turnover was 6% down on 2014. This decrease in the number of visits and turnover is reported in all chains. Nevertheless, the closure of a number of locations needs to be taken into account. The brasseries held their ground until the end of 2014, but were hard hit by the terrorist attacks in January. Their activity has not yet returned to the level before 'Charlie'. After four years of strong decline, the market appears to be recovering for Hippopotamus since July. Although the November attacks had an impact on sales, the basic trend is positive. At Tablapizza, the first positive signs at the end of 2015 have yet to be confirmed in 2016, but the new concept that was launched in Sens in December is up to expectations. Finally, the concessions continue to be profitable.
As a result, the improved activity trends reported in the second half of the year had only a limited impact on the EBITDA for the full year 2015, which
Groupe Flo - Tablapizza
is considerably lower than in 2014. The group's net result amounted to -51.5 million euros at yearend 2015, of which 34.9 million euros as a result of impairments.
In this context of recovery, Groupe Flo completed the renewal of its management team. The group now has a highly experienced management team that will further implement the strategic plan. This strategic four-year plan, which was formulated at the end of 2014 in close consultation with the board of directors, will promote the group's recovery and restore its long-term profitability. Nevertheless, certain chains will have to be disposed of to help finance and reposition the operations. In order for the 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. Groupe Flo started negotiations with its bankers to adapt its financing to the new strategic plan.
2016 will be the second key year for the recovery of activity.
www.groupeflo.com
From left to right: Alain Postic, Frédéric Dupuis, René Colin, Vincent Lemaitre, Mélanie Farcot-Gigon, Jean-François Valentin, Paul-François Houvion
Groupe Flo SA
| (€ 1,000, IFRS) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Turnover | 294,555 | 313,605 | 346,843 |
| EBITDA | 7,869 | 20,188 | 35,347 |
| Net result (group share) | -51,494 | -35,724 | 7,966 |
| Shareholders' equity (group share) | 75,991 | 126,728 | 165,824 |
| Net financial position | -73,803 | -68,487 | -57,702 |
Manuchar is internationally active in buying and selling a wide range of products, with special focus on chemicals and steel. Manuchar also offers added value in the logistics, distribution and financing of those products. Manuchar focuses on growth markets and has more than 1,800 people working in 41 countries in Latin America, Africa and Asia.
The overseas branches are mainly active in the logistics services and distribution of chemicals. There was a general improvement in the profitability of the branches, despite worsening market conditions in countries such as Brazil, Colombia and South Africa. In 2015, Manuchar continued its strategy of maintaining control and of controlling costs throughout the value chain by using its own warehouses. Construction began of new warehouses in Brazil, Vietnam and Honduras. At the same time, Manuchar keeps expanding its own product portfolio in order to gain a top three position in the distribution of chemicals. In 2015, some profitable distribution agreements were concluded for the African continent. Plans were also finalized to open offices in Turkey and Canada, as well as joint ventures in Saudi Arabia and Pakistan.
Manuchar Steel reported a strong year in steel trading, with turnover and margin increasing in a difficult market with sharply declining prices. Steel for international trading is increasingly sourced from China, where Manuchar has already its own purchasing office since the 1990s. This steel is sold and delivered to the growth markets in Latin America, Africa, the Middle East and Asia.
www.manuchar.com
Manuchar
Manuchar also actively trades in other commodities such as polymers, paper, pharmaceuticals, cement, automotive parts, and wood. Although paper remains a relatively small operation in comparison to chemicals and steel, this activity saw the strongest growth in 2015. Trading in wood products recorded a disappointing result, primarily due to decreasing prices, leading to impairments on the European wood concessions that had been acquired. Full provisions were made for those risks.
Although Manuchar saw its activities increase over 2015, it managed to control its net debt. Twothirds of the net debt is actually attributable to 'back-to-back' trading - a self-liquidating activity that is 90% hedged by credit insurance.
The sodium sulphate production plant in Mexico, which was due to start up in 2015, suffered a slight delay and was brought into operation in February 2016. 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. Manuchar keeps investing to improve its customer service. With the gradual implementation of an ERP system, the company responds to the growing demand for transparency throughout the value chain.
| (€ 1,000, BGAAP) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Turnover | 1,196,725 | 1,084,583 | 1,010,521 |
| EBITDA | 57,164 | 43,364 | 41,967 |
| Net result (group share) | 8,245 | 8,263 | 4,558 |
| Shareholders' equity (group share) | 76,873 | 70,269 | 56,410 |
| Net financial position | -314,139 | -297,925 | -257,521 |
The French Transpalux group, with headquarters near Paris and 7 regional agencies spread across France, rents out lighting equipment, cameras, recording studios, generators and other accessories for professional recordings of images, both outdoors and in the studio.
Transpalux is involved in the production of French and international feature films that are shot in France, and is also increasingly involved in television productions, events, and lighting of museums and their interiors.
Until 2014, Transpalux was part of the Euro Media Group (EMG), but regained its independence in 2014 when it was taken over by the EMG shareholders, including Sofinim.
In 2015, Transpalux realized a turnover of 24.6 million euros (+8% compared with 2014) and an operating cash flow (EBITDA) of 3.0 million euros. As a result of a non-recurring cost of 0.9 million euros (group share), for which Transpalux is still conducting legal proceedings, the net result for the financial year finished slightly in the red (-0.1 million euros).
In operational terms, 2015 was more of a transition year. During the first six months of the year, Transpalux was confronted with difficult market conditions, partly as a result of the persistent competition from countries (including Belgium and several Eastern European countries) which offer special tax incentives to attract film productions which otherwise would be made in France. In 2015, certainty has been obtained about a change in French tax law that should partly neutralize that kind of competitive disadvantage from 2016 onwards. A higher turnover was already recorded in the second half of 2015.
Transpalux
Since it became independent in 2014, Transpalux has concentrated on expanding its range of services to other market segments, such as the production of television series and films, and lighting equipment for museums and rental of materials for events. The investments in new equipment and the acquisition of the operation of the renowned studio complex of Bry-sur-Marne, which was about to disappear, further reinforced the prominent position of the Transpalux group in the world of French fiction production.
Transpalux looks ahead to 2016 with confidence. The change in the French tax regime that applies to the production of fiction should lead to good occupation of the group's studios and equipment.
www.transpalux.com
From left to right: Didier Diaz, Thierry Masurel
| (€ 1,000, French GAAP) | 2015 | 2014 |
|---|---|---|
| Turnover | 24,570 | 22,681 |
| EBITDA | 2,966 | 2,732 |
| Net result (group share) | -100 | 409 |
| Shareholders' equity (group share) | 7,104 | 7,204 |
| Net financial position | -3,554 | -2,605 |
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 and turbochargers 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 four divisions.
TH Trucks (sales and maintenance of trucks, light commercial vehicles and trailers) has 29 sites in Belgium (11), France (6), Russia (7), Bulgaria (4) and Belarus (1), and is one of the biggest DAF dealers worldwide. TH Trucks is also a dealer for Iveco, Dongfeng, Nissan, Mitsubishi and Kögel. In this division, 350 mechanics are at the service of customers every day.
The European market for new heavy-duty trucks (+16T) showed a 12% increase in 2015. On the other hand, the Russian market, in which TH is active in sales of trucks and parts, came under considerable pressure.
TH Lease (long and short-term rental of trucks, light commercial vehicles and trailers) is the largest independent leasing company for commercial vehicles in Belgium with a fleet of more than 3,300 units.
From left to right: Serge Van Hulle, Peter Tytgadt, Filip Matthijs, Bart Dobbels, Kristof Derudder, Piet Wauters
Turbo's Hoet Groep - Hooglede
TH Parts is a key player for parts for trucks, light commercial vehicles and trailers in the countries where TH is active. More than 200 specialists advise customers on the right choice of parts. The large stock of parts also guarantees ready availability.
TH Turbos is one of the biggest distributors worldwide of turbochargers for the aftermarket. TH's sites in six countries (Belgium, France, the Netherlands, Bulgaria, Poland and Romania) have very large stocks of new and revised turbochargers for cars, trucks and industrial applications. The technical support, repair service and warranty conditions also make for an impeccable customer service.
The turnover decrease in Russia could only be partly compensated by higher sales in Bulgaria, France and Belgium; as a result, the group's turnover decreased by 4% to 351 million euros (2014: 367 million euros). On that turnover, THG managed to realize an EBITDA of 21.4 million euros (+42%) and a net profit of 8.4 million euros due to solid contributions from the dealerships, leasing and renting activity, and from the turbo division.
In 2015, the group opened a new garage and the new head office in Hooglede (Roeselare). At the same time, a thorough renovation and extension of the garage in Strépy (close to La Louvière) was started. In 2016, a new garage will be built in Sofia (Bulgaria), while the construction of new service points in Le Havre (France) and Minsk (Belarus) is also under study.
| (€ 1,000, BGAAP) | 2015 | 2014 | 2013 |
|---|---|---|---|
| Turnover | 350,573 | 366,514 | 405,553 |
| EBITDA | 21,366 | 14,989 | 17,870 |
| Net result (group share) | 8,425 | 355 | 5,638 |
| Shareholders' equity (group share) | 86,885 | 81,009 | 88,109 |
| Net financial position | -85,291 | -96,212 | -95,955 |
| Income statement 108 Statement of comprehensive income 109 Balance sheet 110 Cash flow statement 112 Statement of changes in consolidated equity 113 Notes to the financial statements 1. Valuation rules 114 |
|
|---|---|
| 2. Restated financial statements 2014 119 |
|
| 3. Subsidiaries and jointly controlled subsidiaries 123 |
|
| 4. Associated participating interests 129 |
|
| 5. Business combinations and disposals 131 |
|
| 6. Segment information 133 |
|
| 7. Intangible assets 145 |
|
| 8. Goodwill 146 |
|
| 9. Tangible assets 146 |
|
| 10. Investment property at fair value 148 |
|
| 11. Participations accounted for using the equity method 149 |
|
| 12. Financial assets 150 |
|
| 13. Banks - receivables from credit institutions and clients 156 |
|
| 14. Inventories and construction contracts 157 |
|
| 15. Minorities 158 |
|
| 16. Lease 160 |
|
| 17. Provisions 160 |
|
| 18. Financial debts 161 |
|
| 19. Banks - debts to credit institutions, clients & securities 162 |
|
| 20. Financial instruments 164 |
|
| 21. Taxes 166 |
|
| 22. Share based payment 167 |
|
| 23. Rights and commitments not reflected in the balance sheet 168 |
|
| 24. Employment 169 |
|
| 25. Pension liabilities 169 |
|
| 26. Related parties 171 |
|
| 27. Earnings per share 173 |
|
| 28. Proposed and distributed dividends 173 |
|
| Statutory auditor's report 174 | |
| Statutory annual accounts 175 | |
| Comments on the statutory annual accounts 179 |
| (€ 1,000) | Note | 2015 | 2014(1) |
|---|---|---|---|
| Revenue | 4,011,231 | 4,159,261 | |
| Rendering of services | 146,344 | 57,599 | |
| Lease revenue | 8,607 | 9,462 | |
| Real estate revenue | 119,053 | 104,160 | |
| Interest income - banking activities | 116,083 | 122,797 | |
| Fees and commissions - banking activities | 44,663 | 32,020 | |
| Revenue from construction contracts | 3,463,769 | 3,748,384 | |
| Other operating revenue | 112,712 | 84,839 | |
| Other operating income | 7,869 | 5,014 | |
| Interest on financial fixed assets - receivables | 869 | 815 | |
| Dividends | 6,881 | 4,106 | |
| Government grants | 0 | 0 | |
| Other operating income | 118 | 92 | |
| Operating expenses (-) | -3,702,275 | -3,888,812 | |
| Raw materials and consumables used (-) | -1,989,833 | -2,256,432 | |
| Changes in inventories of finished goods, raw materials & consumables (-) | -13,281 | 6,736 | |
| Interest expenses Bank J.Van Breda & C° (-) | -38,986 | -48,461 | |
| Employee expenses (-) | 24 | -725,540 | -723,794 |
| Depreciation (-) | -275,012 | -260,295 | |
| Impairment losses (-) | -21,275 | -39,782 | |
| Other operating expenses (-) | -630,028 | -564,905 | |
| Provisions | -8,319 | -1,878 | |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss | 82,463 | 4,001 | |
| Financial assets held for trading | 20 | 0 | 0 |
| Investment property | 10 | 82,463 | 4,001 |
| Profit (loss) on disposal of assets | 97,281 | 36,342 | |
| Realised gain (loss) on intangible and tangible assets | 19,037 | 7,642 | |
| Realised gain (loss) on investment property | 3,231 | 2,518 | |
| Realised gain (loss) on financial fixed assets | 73,846 | 24,603 | |
| Realised gain (loss) on other assets | 1,167 | 1,579 | |
| Profit (loss) from operating activities | 496,569 | 315,806 | |
| Finance income | 50,709 | 57,019 | |
| Interest income | 10,492 | 14,268 | |
| Other finance income | 40,216 | 42,751 | |
| Finance costs (-) | -108,603 | -89,973 | |
| Interest expenses (-) | -42,970 | -44,179 | |
| Other finance costs (-) | -65,633 | -45,794 | |
| Derivative financial instruments designated at fair value through profit and loss | 20 | -4,348 | -346 |
| Share of profit (loss) from equity accounted investments | 11 | 110,549 | 126,819 |
| Other non-operating income | 1,566 | 6,806 | |
| Other non-operating expenses (-) | 0 | 0 | |
| Profit (loss) before tax | 546,442 | 416,132 | |
| Income taxes | 21 | -108,046 | -88,335 |
| Deferred taxes | -50,447 | -11,633 | |
| Current taxes | -57,599 | -76,702 | |
| Profit (loss) after tax from continuing operations | 438,395 | 327,797 | |
| Profit (loss) after tax from discontinued operations | 5 | -1,141 | 0 |
| Profit (loss) of the period | 437,254 | 327,797 | |
| Minority interests | 153,175 | 114,152 | |
| Share of the group | 284,079 | 213,645 | |
| Earnings per share (€) | |||
| 1. Basic earnings per share | |||
| 1.1. from continued and discontinued operations | 8.58 | 6.45 | |
| 1.2. from continued operations | 8.59 | 6.45 | |
| 2. Diluted earnings per share | |||
| 2.1. from continued and discontinued operations | 8.54 | 6.42 | |
| 2.2. from continued operations | 8.56 | 6.42 |
(1) We refer to Note 2 for more details regarding the Restated financial statements 2014 and to the segment information on pages 133 to 144 for more comments on the consolidated results.
| (€ 1,000) | 2015 | 2014(1) |
|---|---|---|
| Profit (loss) of the period | 437,254 | 327,797 |
| Minority interests | 153,175 | 114,152 |
| Share of the group | 284,079 | 213,645 |
| Other comprehensive income | 28,706 | -19,168 |
| Items that may be reclassified to profit or loss in subsequent periods | ||
| Changes in revaluation reserve: financial assets available for sale | 14,934 | -5,649 |
| Taxes | 1,532 | -401 |
| 16,466 | -6,050 | |
| Changes in revaluation reserve: hedging reserves | -19 | -30,882 |
| Taxes | -684 | 3,098 |
| -703 | -27,784 | |
| Changes in revaluation reserve: translation differences | 10,770 | 17,524 |
| Items that cannot be reclassified to profit or loss in subsequent periods | ||
| Changes in revaluation reserve: actuarial gains (losses) defined benefit pension plans | 904 | -1,678 |
| Taxes | 1,270 | -1,179 |
| 2,174 | -2,858 | |
| Total comprehensive income | 465,960 | 308,628 |
| Minority interests | 163,277 | 104,288 |
| Share of the group | 302,683 | 204,340 |
(1) We refer to Note 2 for more details regarding the Restated financial statements 2014.
The recognition at fair value of financial assets available for sale results in a 16.5 million euros unrealized profit. It involves unrealized (i.e. only in the accounts) adjustments to the value of assets that were still in portfolio as at December 31, 2015 (but are available for sale). This increasing value is explained mainly by the stock market price gains on the investments of Leasinvest Real Estate (such as Retail Estates shares) and by the favourable development of AvH's investment portfolio, which consists primarily of funds managed by Delen Private Bank, less limited decreases in value at Bank J.Van Breda & C° (primarily on bonds) and Delen Investments.
Hedging reserves arise from fluctuations in the fair value of hedging instruments taken out by group companies to hedge against certain risks. Several group companies have hedged against a rise in interest rates. The trend over 2015 is explained primarily by the increase in fair value (less negative) of the interest rate hedges that were taken out by Leasinvest Real Estate.
The positive trend in the item 'Translation differences' in 2015 is attributable to:
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. This item was favourably influenced in 2015 by the derecognition of Hertel's pension liabilities when this participation was sold.
| (€ 1,000) | Note | 2015 | 2014(1) |
|---|---|---|---|
| I. Non-current assets | 7,952,062 | 7,256,261 | |
| Intangible assets Goodwill |
7 8 |
157,012 333,882 |
119,091 319,358 |
| Tangible assets | 9 | 1,945,772 | 1,695,661 |
| Land and buildings | 231,112 | 218,698 | |
| Plant. machinery and equipment | 1,587,959 | 1,436,646 | |
| Furniture and vehicles | 32,120 | 19,453 | |
| Other tangible assets | 4,100 | 4,484 | |
| Assets under construction and advance payments | 90,174 | 16,031 | |
| Operating lease - as lessor (IAS 17) | 306 | 349 | |
| Investment property | 10 | 955,090 | 730,161 |
| Participations accounted for using the equity method | 11 | 1,137,249 | 1,169,019 |
| Financial fixed assets | 12 | 261,386 | 284,345 |
| Available for sale financial fixed assets | 101,491 | 148,847 | |
| Receivables and warranties | 159,894 | 135,498 | |
| Non-current hedging instruments | 20 | 4,228 | 2,946 |
| Amounts receivable after one year | 12 | 138,445 | 146,176 |
| Trade receivables | 1,845 | 0 | |
| Finance lease receivables | 16 | 113,956 | 110,989 |
| Other receivables | 22,644 | 35,187 | |
| Deferred tax assets | 21 | 113,272 | 129,988 |
| Banks - receivables from credit institutions and clients after one year | 13 | 2,905,726 | 2,659,517 |
| II. Current assets | 4,261,397 | 4,153,408 | |
| Inventories | 14 | 98,981 | 126,271 |
| Amounts due from customers under construction contracts | 14 | 370,095 | 249,020 |
| Investments | 636,083 | 634,727 | |
| Available for sale financial assets | 12 | 636,073 | 634,713 |
| Financial assets held for trading | 10 | 14 | |
| Current hedging instruments | 20 | 9,455 | 5,754 |
| Amounts receivable within one year | 12 | 1,365,992 | 1,255,386 |
| Trade debtors | 1,149,540 | 1,044,280 | |
| Finance lease receivables | 16 | 43,750 | 43,359 |
| Other receivables Current tax receivables |
21 | 172,703 11,748 |
167,747 8,327 |
| Banks - receivables from credit institutions and clients within one year | 13 | 994,336 | 910,351 |
| Banks - loans and advances to banks | 85,220 | 64,722 | |
| Banks - loans and receivables (excluding leases) | 879,746 | 842,978 | |
| Banks - cash balances with central banks | 29,370 | 2,651 | |
| Cash and cash equivalents | 704,987 | 922,226 | |
| Time deposits for less than three months | 204,333 | 139,160 | |
| Cash | 500,654 | 783,066 | |
| Deferred charges and accrued income | 69,720 | 41,347 | |
| III. Assets held for sale | 10-11 | 39,587 | 49,584 |
| Total assets | 12,253,045 | 11,459,253 |
(1) We refer to Note 2 for more details regarding the Restated financial statements 2014.
| (€ 1,000) | Note | 2015 | 2014(1) |
|---|---|---|---|
| I. Total equity | 3,815,612 | 3,469,247 | |
| Equity - group share | 2,607,339 | 2,372,075 | |
| Issued capital | 113,907 | 113,907 | |
| Share capital | 2,295 | 2,295 | |
| Share premium | 111,612 | 111,612 | |
| Consolidated reserves | 2,496,006 | 2,276,983 | |
| Revaluation reserves | 21,817 | 3,213 | |
| Financial assets available for sale | 32,153 | 25,322 | |
| Hedging reserves | -17,821 | -16,646 | |
| Actuarial gains (losses) defined benefit pension plans | -3,912 | -5,290 | |
| Translation differences | 11,397 | -173 | |
| Treasury shares (-) | 22 | -24,392 | -22,029 |
| Minority interests | 15 | 1,208,273 | 1,097,172 |
| II. Non-current liabilities | 2,617,200 | 2,601,546 | |
| Provisions | 17 | 103,191 | 99,881 |
| Pension liabilities | 25 | 45,600 | 46,403 |
| Deferred tax liabilities | 21 | 217,986 | 157,226 |
| Financial debts | 18 | 1,336,904 | 1,231,127 |
| Bank loans | 812,546 | 752,219 | |
| Bonds | 417,040 | 404,110 | |
| Subordinated loans | 2,200 | 3,287 | |
| Finance leases | 104,083 | 70,607 | |
| Other financial debts | 1,035 | 904 | |
| Non-current hedging instruments | 20 | 85,145 | 66,308 |
| Other amounts payable after one year | 46,230 | 102,900 | |
| Banks - non-current debts to credit institutions. clients & securities | 19 | 782,144 | 897,701 |
| Banks - deposits from credit institutions | 0 | 0 | |
| Banks - deposits from clients | 719,359 | 832,418 | |
| Banks - debt certificates including bonds | 3 | 8 | |
| Banks - subordinated liabilities | 62,782 | 65,275 | |
| III. Current liabilities | 5,820,233 | 5,369,297 | |
| Provisions | 17 | 34,392 | 31,963 |
| Pension liabilities | 25 | 246 | 261 |
| Financial debts | 18 | 438,892 | 451,759 |
| Bank loans | 274,998 | 242,377 | |
| Bonds | 0 | 0 | |
| Finance leases | 17,776 | 8,986 | |
| Other financial debts | 146,118 | 200,395 | |
| Current hedging instruments | 20 | 36,188 | 24,569 |
| Amounts due to customers under construction contracts | 14 | 212,179 | 246,723 |
| Other amounts payable within one year | 1,582,065 | 1,422,970 | |
| Trade payables | 1,281,046 | 1,181,419 | |
| Advances received on construction contracts | 4,138 | 1,617 | |
| Amounts payable regarding remuneration and social security | 188,642 | 139,022 | |
| Other amounts payable | 108,239 | 100,911 | |
| Current tax payables | 21 | 49,603 | 60,963 |
| Banks - current debts to credit institutions. clients & securities | 19 | 3,395,076 | 3,068,832 |
| Banks - deposits from credit institutions | 42,007 | 12,432 | |
| Banks - deposits from clients | 3,183,127 | 2,903,509 | |
| Banks - debt certificates including bonds | 166,179 | 138,653 | |
| Banks - subordinated liabilities | 3,763 | 14,238 | |
| Accrued charges and deferred income | 71,593 | 61,257 | |
| IV. Liabilities held for sale | 0 | 19,164 | |
| Total equity and liabilities | 12,253,045 | 11,459,253 |
(1) We refer to Note 2 for more details regarding the Restated financial statements 2014.
| (€ 1,000) | 2015 | 2014(1) |
|---|---|---|
| I. Cash and cash equivalents - opening balance | 922,226 | 767,009 |
| Profit (loss) from operating activities | 496,569 | 315,806 |
| Reclassification 'Profit (loss) on disposal of assets' to cash flow from divestments | -97,281 | -36,342 |
| Dividends from participations accounted for using the equity method | 42,548 | 38,696 |
| Other non-operating income (expenses) | 1,566 | 6,806 |
| Income taxes | -131,986 | -82,136 |
| Non-cash adjustments | ||
| Depreciation | 275,012 | 260,295 |
| Impairment losses | 21,183 | 39,797 |
| Share based payment | 2,194 | 3,291 |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss | -82,463 | -4,001 |
| (Decrease) increase of provisions | 7,056 | 1,877 |
| (Decrease) increase of deferred taxes | 50,447 | 11,633 |
| Other non-cash expenses (income) | -6,989 | 1,727 |
| Cash flow | 577,855 | 557,449 |
| Decrease (increase) of working capital | -163,854 | -2,420 |
| Decrease (increase) of inventories and construction contracts | 3,082 | -20,039 |
| Decrease (increase) of amounts receivable | -111,537 | -19,688 |
| Decrease (increase) of receivables from credit institutions and clients (banks) | -332,534 | -190,911 |
| Increase (decrease) of liabilities (other than financial debts) | 71,259 | 172,894 |
| Increase (decrease) of debts to credit institutions. clients & securities (banks) | 213,169 | 47,838 |
| Decrease (increase) other | -7,294 | 7,485 |
| Cash flow from operating activities | 414,001 | 555,029 |
| Investments | -912,027 | -890,673 |
| Acquisition of intangible and tangible assets | -308,165 | -219,760 |
| Acquisition of investment property | -36,223 | -43,983 |
| Acquisition of financial fixed assets | -209,509 | -18,824 |
| New amounts receivable | -19,444 | -13,611 |
| Acquisition of investments | -338,685 | -594,496 |
| Divestments | 603,454 | 723,370 |
| Disposal of intangible and tangible assets | 32,568 | 14,035 |
| Disposal of investment property | 23,974 | 13,906 |
| Disposal of financial fixed assets | 206,975 | 74,547 |
| Reimbursements of amounts receivable | 8,593 | 410 |
| Disposal of investments | 331,344 | 620,473 |
| Cash flow from investing activities | -308,573 | -167,303 |
| Financial operations | ||
| Interest received | 9,830 | 13,970 |
| Interest paid | -54,954 | -57,747 |
| Other financial income (costs) | -24,964 | -5,746 |
| Decrease (increase) of treasury shares | -4,110 | -3,454 |
| (Decrease) increase of financial debts | -169,852 | -91,478 |
| Distribution of profits | -60,363 | -56,361 |
| Dividends paid to minority interests | -49,172 | -37,853 |
| Cash flow from financial activities | -353,586 | -238,670 |
| II. Net increase (decrease) in cash and cash equivalents | -248,158 | 149,056 |
| Change in consolidation scope or method | 27,857 | 4,620 |
| Capital increases (minorities) | 1,799 | 0 |
| Impact of exchange rate changes on cash and cash equivalents | 1,263 | 1,540 |
| III. Cash and cash equivalents - ending balance | 704,987 | 922,226 |
(1) The amended IAS41 has no impact on the cash flow statement.
A detailed cash flow statement per segment is presented on page 139 of this report.
| (€ 1,000) | Revaluation reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Issued capital & share premium |
Consolidated reserves |
Financial assets available for sale |
Hedging reserves |
benefit pension plans (losses) defined Actuarial gains |
differences Translation |
Treasury shares |
group share Equity - |
interests Minority |
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 |
| Restatement IAS 41 Revised - Sipef | -25,545 | -3,098 | -28,643 | -28,643 | ||||||
| Restated opening balance, 1 January 2014 |
113,907 | 2,115,160 | 39,780 | -6,361 | -3,582 | -17,319 | -18,692 | 2,222,894 | 1,025,823 | 3,248,717 |
| Profit | 213,645 | 213,645 | 114,152 | 327,797 | ||||||
| Unrealised results | -14,458 | -10,286 | -1,708 | 17,146 | -9,305 | -9,864 | -19,168 | |||
| Total of realised and unrealised results |
0 | 213,645 | -14,458 | -10,286 | -1,708 | 17,146 | 0 | 204,340 | 104,288 | 308,628 |
| 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 | 2,276,983 | 25,322 | -16,646 | -5,290 | -173 | -22,029 | 2,372,075 | 1,097,172 | 3,469,247 |
| (€ 1,000) | Revaluation reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Issued capital & share premium |
Consolidated reserves |
Financial assets available for sale |
Hedging reserves |
benefit pension plans (losses) defined Actuarial gains |
differences Translation |
Treasury shares |
group share Equity - |
Minority interests |
equity Total |
|
| Opening balance, 1 January 2015 | 113,907 | 2,276,983 | 25,322 | -16,646 | -5,290 | -173 | -22,029 | 2,372,075 | 1,097,172 | 3,469,247 |
| Profit | 284,079 | 284,079 | 153,175 | 437,254 | ||||||
| Unrealised results | 6,831 | -1,175 | 1,378 | 11,569 | 18,604 | 10,102 | 28,706 | |||
| Total of realised and unrealised results |
0 | 284,079 | 6,831 | -1,175 | 1,378 | 11,569 | 0 | 302,683 | 163,277 | 465,960 |
| Distribution of dividends of the previous financial year |
-60,363 | -60,363 | -49,172 | -109,535 | ||||||
| Operations with treasury shares | -2,363 | -2,363 | -2,363 | |||||||
| Other (a.o. changes in consol. scope / beneficial interest %) |
-4,693 | -4,693 | -3,004 | -7,697 | ||||||
| Ending balance, 31 December 2015 | 113,907 | 2,496,006 | 32,153 | -17,821 | -3,912 | 11,397 | -24,392 | 2,607,339 | 1,208,273 | 3,815,612 |
The note to the revaluation reserves, which in accordance with IFRS rules are recognized directly in the equity, can be found on page 109 of this report.
In 2015, AvH sold 85,500 treasury shares and purchased 62,500 shares as part of the stock option plan for its personnel. As at December 31, 2015, there were a total of 310,500 stock options outstanding. To hedge those obligations and the options that were offered at the beginning of 2016, AvH (together with subsidiary Brinvest) had a total of 357,000 treasury shares in portfolio.
In addition, 557,080 AvH shares were purchased and 557,492 AvH shares sold in 2015 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 412 AvH shares in this context has an impact on AvH's equity.
The item 'Other' includes a.o. the results realized on transactions in treasury shares (-1.7 million euros), the neutralization of the costs that were charged to the income statement for AvH's equity-settled stock option plan (0.7 million euros), the periodical value adjustment in the commitment that Delen Investments has made to acquire the minority interest in JM Finn & Co (1.3 million euros), as well as the (negative) goodwill on the acquisition of additional shares in subsidiaries over which the group already had exclusive control (a.o. Agidens, CFE's controlling interest in Groep Terryn, etc).
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 180 for more details regarding AvH's authorised capital.
AvH (including Sofinim and subholdings) had a net cash position of 76.3 million euros at year-end 2015, compared with 21.3 million euros at year-end 2014. We refer to page 140 for more information on the net cash position of AvH (including Sofinim and subholdings).
In addition to the commercial paper programs that allow AvH to issue commercial paper in an aggregate amount of 250 million euros, AvH has, as of 31/12/2015, confirmed credit lines of 265 million euros spread over different banks. As at 31/12/2015, those credit lines had not been drawn down yet. As a rule, AvH does not make commitments or grant securities with respect to liabilities of the group companies. The same rule applies vice versa. Exceptions to this rule are made in special cases only.
The consolidated annual accounts are prepared in accordance with the International Financial Reporting Standards and IFRIC interpretations effective on 31 December 2015, 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 2015:
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:
IFRIC 21 clarifies the accounting for levies when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached.
In November 2015, the amendments to IAS 16 (Property, plant and equipment) and IAS 41 (Agriculture – bearer plants) were approved for implementation within the European Union, as from January 1, 2016, at the latest. Consequently, 'bearer plants' must again be measured at historical cost instead of at fair value.
Sipef has opted for the early adoption of this standard to the financial statements of the 2015 financial year, and to restate its financial statements of the previous period. Sipef also chose not to measure 'Agricultural produce' at fair value less the projected costs to sell, since Sipef holds the view that all the parameters for an alternative calculation method are unreliable. Consequently, Sipef measures its agricultural produce at fair value at point of harvest in accordance with IAS 41.32.
The early implementation by Sipef has an impact on its income statement, equity and consolidated balance sheet. Since Ackermans & van Haaren recognises its participating interest in Sipef according to the equity method, this adjustment also has an impact on its own consolidated income statement and consolidated balance sheet. AvH has therefore restated its financial statements for 2014 accordingly. We refer to Note 2 for more details regarding the Restated financial statements 2014.
The new standards (or amendments) that apply as of financial year 2015 and which the group reasonably expects will have a future impact on the notes, financial position or results of the group are:
sation, effective as from January 1, 2016
• Annual Improvements to IFRSs, 2012-2014 cycle (published in September 2014), effective as from January 1, 2016
The impact has not been determined yet.
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.
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.
(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.
(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 other comprehensive income 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
When a decline in the fair value of an available-for-sale financial asset had been recognized directly in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative losses that had been recognized directly in other comprehensive income 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 other comprehensive income for the effective part. The ineffective part is recorded directly in the profit and loss account. The hedging results are recorded out of other comprehensive income 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 irrecoverable 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 other comprehensive income.
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:
except when the deferred tax liability arises from the original recognition of goodwill or the initial recording of assets and liabilities in a transaction that is not a business combination and that at the time of the transaction has no impact on the taxable profit;
except with regard to investments in subsidiaries, joint and associated companies, where the group is able to control the date when the temporary difference will be reversed, and it is not likely that the temporary difference will be reversed in the foreseeable future.
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 on the employers' contributions and 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 ac-
counts 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.
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:
The segment information in the financial statements of AvH is published in line with IFRS 8.
| (€ 1,000) | 2014 | Impact IAS 41R | 2014 Revised |
|---|---|---|---|
| Revenue | 4,159,261 | 4,159,261 | |
| Rendering of services | 57,599 | 57,599 | |
| Lease revenue | 9,462 | 9,462 | |
| Real estate revenue | 104,160 | 104,160 | |
| Interest income - banking activities | 122,797 | 122,797 | |
| Fees and commissions - banking activities | 32,020 | 32,020 | |
| Revenue from construction contracts | 3,748,384 | 3,748,384 | |
| Other operating revenue | 84,839 | 84,839 | |
| Other operating income | 5,014 | 5,014 | |
| Interest on financial fixed assets - receivables | 815 | 815 | |
| Dividends | 4,106 | 4,106 | |
| Government grants | 0 | 0 | |
| Other operating income | 92 | 92 | |
| Operating expenses (-) | -3,888,812 | -3,888,812 | |
| Raw materials and consumables used (-) | -2,256,432 | -2,256,432 | |
| Changes in inventories of finished goods, raw materials & consumables (-) | 6,736 | 6,736 | |
| Interest expenses Bank J.Van Breda & C° (-) | -48,461 | -48,461 | |
| Employee expenses (-) | -723,794 | -723,794 | |
| Depreciation (-) | -260,295 | -260,295 | |
| Impairment losses (-) | -39,782 | -39,782 | |
| Other operating expenses (-) | -564,905 | -564,905 | |
| Provisions | -1,878 | -1,878 | |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss | 4,001 | 4,001 | |
| Financial assets held for trading | 0 | 0 | |
| Investment property | 4,001 | 4,001 | |
| Profit (loss) on disposal of assets | 36,342 | 36,342 | |
| Realised gain (loss) on intangible and tangible assets | 7,642 | 7,642 | |
| Realised gain (loss) on investment property | 2,518 | 2,518 | |
| Realised gain (loss) on financial fixed assets | 24,603 | 24,603 | |
| Realised gain (loss) on other assets | 1,579 | 1,579 | |
| Profit (loss) from operating activities | 315,806 | 315,806 | |
| Finance income | 57,019 | 57,019 | |
| Interest income | 14,268 | 14,268 | |
| Other finance income | 42,751 | 42,751 | |
| Finance costs (-) | -89,973 | -89,973 | |
| Interest expenses (-) | -44,179 | -44,179 | |
| Other finance costs (-) | -45,794 | -45,794 | |
| Derivative financial instruments designated at fair value through profit and loss | -346 | -346 | |
| Share of profit (loss) from equity accounted investments | 128,299 | -1,480 | 126,819 |
| Other non-operating income | 6,806 | 6,806 | |
| Other non-operating expenses (-) | 0 | 0 | |
| Profit (loss) before tax | 417,611 | -1,480 | 416,132 |
| Income taxes | -88,335 | -88,335 | |
| Deferred taxes | -11,633 | -11,633 | |
| Current taxes | -76,702 | -76,702 | |
| Profit (loss) after tax from continuing operations | 329,276 | -1,480 | 327,797 |
| Profit (loss) after tax from discontinued operations | 0 | 0 | |
| Profit (loss) of the period | 329,276 | -1,480 | 327,797 |
| Minority interests | 114,152 | 114,152 | |
| Share of the group | 215,125 | -1,480 | 213,645 |
| Earnings per share (€) | |||
| 1. Basic earnings per share | |||
| 1.1. from continued and discontinued operations | 6.49 | -0.04 | 6.45 |
| 1.2. from continued operations | 6.49 | -0.04 | 6.45 |
| 2. Diluted earnings per share | |||
| 2.1. from continued and discontinued operations | 6.47 | -0.05 | 6.42 |
2.2. from continued operations 6.47 -0.05 6.42
| (€ 1,000) | 2014 | Impact IAS 41R | 2014 Revised |
|---|---|---|---|
| Profit (loss) of the period | 329,276 | -1,480 | 327,797 |
| Minority interests | 114,152 | 0 | 114,152 |
| Share of the group | 215,125 | -1,480 | 213,645 |
| Other comprehensive income | -19,168 | 0 | -19,168 |
| Items that may be reclassified to profit or loss in subsequent periods | |||
| Net changes in revaluation reserve: financial assets available for sale | -6,050 | -6,050 | |
| Net changes in revaluation reserve: hedging reserves | -27,784 | -27,784 | |
| Net changes in revaluation reserve: translation differences | 17,524 | 17,524 | |
| Items that cannot be reclassified to profit or loss in subsequent periods | |||
| Net changes in revaluation reserve: actuarial gains (losses) defined benefit pension plans | -2,858 | -2,858 | |
| Total comprehensive income | 310,108 | -1,480 | 308,628 |
| Minority interests | 104,288 | 0 | 104,288 |
| Share of the group | 205,820 | -1,480 | 204,340 |
In November 2015, the amendments to IAS 16 (Property, plant and equipment) and IAS 41 (Agriculture – bearer plants) were approved for implementation within the European Union, as from January 1, 2016, at the latest. Consequently, 'bearer plants' must again be measured at historical cost instead of at fair value.
Sipef has opted for the early adoption of this standard to the financial statements of the 2015 financial year, and to restate its financial statements of the previous period. Sipef also chose not to measure 'Agricultural produce' at fair value less the projected costs to sell, since Sipef holds the view that all the parameters for an alternative calculation method are unreliable. Consequently, Sipef measures its agricultural produce at fair value at point of harvest in accordance with IAS 41.32. The early implementation by Sipef has an impact on its income statement, equity and consolidated balance sheet. Since Ackermans & van Haaren recognises its participating interest in Sipef according to the equity method, this adjustment also has an impact on its own consolidated income statement and consolidated balance sheet. AvH has therefore restated its financial statements for 2014 accordingly.
| (€ 1,000) | 2014 | Impact IAS 41R | 2014 Revised |
|---|---|---|---|
| I. Non-current assets | 7,286,383 | -30,122 | 7,256,261 |
| Intangible assets | 119,091 | 119,091 | |
| Goodwill | 319,358 | 319,358 | |
| Tangible assets | 1,695,661 | 1,695,661 | |
| Land and buildings | 218,698 | 218,698 | |
| Plant. machinery and equipment | 1,436,646 | 1,436,646 | |
| Furniture and vehicles | 19,453 | 19,453 | |
| Other tangible assets | 4,484 | 4,484 | |
| Assets under construction and advance payments | 16,031 | 16,031 | |
| Operating lease - as lessor (IAS 17) | 349 | 349 | |
| Investment property | 730,161 | 730,161 | |
| Participations accounted for using the equity method | 1,199,141 | -30,122 | 1,169,019 |
| Financial fixed assets | 284,345 | 284,345 | |
| Available for sale financial fixed assets | 148,847 | 148,847 | |
| Receivables and warranties | 135,498 | 135,498 | |
| Non-current hedging instruments | 2,946 | 2,946 | |
| Amounts receivable after one year | 146,176 | 146,176 | |
| Trade receivables | 0 | 0 | |
| Finance lease receivables | 110,989 | 110,989 | |
| Other receivables | 35,187 | 35,187 | |
| Deferred tax assets | 129,988 | 129,988 | |
| Banks - receivables from credit institutions and clients after one year | 2,659,517 | 2,659,517 | |
| II. Current assets | 4,153,408 | 0 | 4,153,408 |
| Inventories | 126,271 | 126,271 | |
| Amounts due from customers under construction contracts | 249,020 | 249,020 | |
| Investments | 634,727 | 634,727 | |
| Available for sale financial assets | 634,713 | 634,713 | |
| Financial assets held for trading | 14 | 14 | |
| Current hedging instruments | 5,754 | 5,754 | |
| Amounts receivable within one year | 1,255,386 | 1,255,386 | |
| Trade debtors | 1,044,280 | 1,044,280 | |
| Finance lease receivables | 43,359 | 43,359 | |
| Other receivables | 167,747 | 167,747 | |
| Current tax receivables | 8,327 | 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 (excluding leases) | 842,978 | 842,978 | |
| Banks - cash balances with central banks | 2,651 | 2,651 | |
| Cash and cash equivalents | 922,226 | 922,226 | |
| Time deposits for less than three months | 139,160 | 139,160 | |
| Cash | 783,066 | 783,066 | |
| Deferred charges and accrued income | 41,347 | 41,347 | |
| III. Assets held for sale | 49,584 | 49,584 | |
| Total assets | 11,489,375 | -30,122 | 11,459,253 |
| (€ 1,000) | 2014 | Impact IAS 41R | 2014 Revised |
|---|---|---|---|
| I. Total equity | 3,499,369 | -30,122 | 3,469,247 |
| Equity - group share | 2,402,197 | -30,122 | 2,372,075 |
| Issued capital | 113,907 | 113,907 | |
| Share capital | 2,295 | 2,295 | |
| Share premium | 111,612 | 111,612 | |
| Consolidated reserves | 2,304,007 | -27,024 | 2,276,983 |
| Revaluation reserves | 6,312 | -3,098 | 3,213 |
| Financial assets available for sale | 25,322 | 25,322 | |
| Hedging reserves | -16,646 | -16,646 | |
| Actuarial gains (losses) defined benefit pension plans | -5,290 | -5,290 | |
| Translation differences | 2,926 | -3,098 | -173 |
| Treasury shares (-) | -22,029 | -22,029 | |
| Minority interests | 1,097,172 | 1,097,172 | |
| II. Non-current liabilities | |||
| 2,601,546 | 0 | 2,601,546 | |
| Provisions | 99,881 | 99,881 | |
| Pension liabilities Deferred tax liabilities |
46,403 157,226 |
46,403 157,226 |
|
| Financial debts | 1,231,127 | 1,231,127 | |
| Bank loans | 752,219 | 752,219 | |
| Bonds | 404,110 | 404,110 | |
| Subordinated loans | 3,287 | 3,287 | |
| Finance leases Other financial debts |
70,607 904 |
70,607 904 |
|
| Non-current hedging instruments | 66,308 | 66,308 | |
| Other amounts payable after one year | 102,900 | 102,900 | |
| Banks - non-current debts to credit institutions. clients & securities | 897,701 | 897,701 | |
| Banks - deposits from credit institutions | 0 | 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 | 5,369,297 | 0 | 5,369,297 |
| Provisions | 31,963 | 31,963 | |
| Pension liabilities | 261 | 261 | |
| Financial debts | 451,759 | 451,759 | |
| Bank loans | 242,377 | 242,377 | |
| Bonds | 0 | 0 | |
| Finance leases | 8,986 | 8,986 | |
| Other financial debts | 200,395 | 200,395 | |
| Current hedging instruments | 24,569 | 24,569 | |
| Amounts due to customers under construction contracts | 246,723 | 246,723 | |
| Other amounts payable within one year | 1,422,970 | 1,422,970 | |
| Trade payables | 1,181,419 | 1,181,419 | |
| Advances received on construction contracts | 1,617 | 1,617 | |
| Amounts payable regarding remuneration and social security | 139,022 | 139,022 | |
| Other amounts payable | 100,911 | 100,911 | |
| Current tax payables | 60,963 | 60,963 | |
| Banks - current debts to credit institutions. clients & securities | 3,068,832 | 3,068,832 | |
| 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 | 14,238 | 14,238 | |
| Accrued charges and deferred income | 61,257 | 61,257 | |
| IV. Liabilities held for sale | 19,164 | 19,164 | |
| Total equity and liabilities | 11,489,375 | -30,122 | 11,459,253 |
| Name of subsidiary | Registrationnr | Registered office |
Beneficial interest % 2015 |
Beneficial interest % 2014 |
Minority interest % 2015 |
Minority interest % 2014 |
|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure | ||||||
| CFE (1) | 0400.464.795 | Belgium | 60.40% | 60.40% | 39.60% | 39.60% |
| DEME (1) | 0400.473.705 | Belgium | 60.40% | 60.40% | 39.60% | 39.60% |
| 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 (2) | 0817.114.340 | Belgium | 64.96% | 35.04% | ||
| Infra Asia Consultancy and Project Management | 0891.321.320 | Belgium | 72.18% | 72.18% | 27.82% | 27.82% |
| Infra Asia Consultancy Ltd. | Hong Kong | 72.18% | 72.18% | 27.82% | 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 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% | 49.00% | 51.00% | 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% | 78.74% | 21.26% | 21.26% |
| Beherman Vehicle Supply | 0473.162.535 | Belgium | 63.00% | 63.00% | 17.00% | 17.00% |
| Axemia (merged with Bank J.Van Breda & C°) | 0884.718.390 | Belgium | 78.75% | 21.25% | ||
| Finaxis | 0462.955.363 | Belgium | 78.75% | 78.75% | 21.25% | 21.25% |
| Real Estate & 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% | ||
| 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% | ||
| Leasinvest Finance | 0461.340.215 | Belgium | 100.00% | 100.00% | ||
| Leasinvest Real Estate Management | 0466.164.776 | Belgium | 100.00% | 100.00% | ||
| RFD | 0405.767.232 | Belgium | 100.00% | 100.00% | ||
| RFD CEE Venture Capital | 801.966.607 | The Netherlands | 100.00% | 100.00% | ||
| Project T&T (5) | 0476.392.437 | Belgium | 100.00% | |||
| T&T Royal Warehouse (5) | 0863.090.162 | Belgium | ||||
| T&T Public Warehouse (5) | 0863.093.924 | Belgium | 100.00% | |||
| T&T Parking (5) | 0863.091.251 | Belgium | 100.00% | |||
| T&T Tréfonds (5) | 0807.286.854 | Belgium | 100.00% | |||
| T&T Services (5) | 0628.634.927 | Belgium | 100.00% | |||
| Beekbaarimmo (5) | 19.992.223.718 | Luxembourg | 100.00% | |||
| UPO Invest | 0473.705.438 | Belgium | 100.00% | 100.00% |
| Name of subsidiary | Registrationnr | Registered office |
Beneficial interest % 2015 |
Beneficial interest % 2014 |
Minority interest % 2015 |
Minority interest % 2014 |
|---|---|---|---|---|---|---|
| Real Estate & Senior Care (continued) | ||||||
| VAC De Meander | 0628.888.216 | Belgium | 51.00% | 49.00% | ||
| Vilvolease | 0456.964.525 | Belgium | 100.00% | 100.00% | ||
| Leasinvest Real Estate (6) | 0436.323.915 | Belgium | 30.01% | 30.01% | 69.99% | 69.99% |
| Anima Care (7) | 0469.969.453 | Belgium | 92.50% | 100.00% | 7.50% | |
| De Toekomst (merged with Anima Cura) | 0463.792.137 | Belgium | 100.00% | |||
| Gilman | 0870.238.171 | Belgium | 92.50% | 100.00% | 7.50% | |
| Anima Vera | 0452.357.718 | Belgium | 92.50% | 100.00% | 7.50% | |
| Engagement | 0462.433.147 | Belgium | 92.50% | 100.00% | 7.50% | |
| Le Gui | 0455.218.624 | Belgium | 92.50% | 100.00% | 7.50% | |
| Au Privilège | 0428.283.308 | Belgium | 92.50% | 100.00% | 7.50% | |
| Huize Philemon & Baucis | 0462.432.652 | Belgium | 92.50% | 100.00% | 7.50% | |
| Anima Cura | 0480.262.143 | Belgium | 92.50% | 100.00% | 7.50% | |
| Glamar | 0430.378.904 | Belgium | 92.50% | 100.00% | 7.50% | |
| Odygo (merged with Anima Vera) | 0892.606.074 | Belgium | 100.00% | |||
| Zorgcentrum Lucia | 0818.244.092 | Belgium | 61.67% | 66.67% | 38.33% | 33.33% |
| Résidence Parc des Princes | 0431.555.572 | Belgium | 92.50% | 100.00% | 7.50% | |
| Résidence St. James | 0428.096.434 | Belgium | 92.50% | 100.00% | 7.50% | |
| Château d'Awans | 0427.620.342 | Belgium | 92.50% | 100.00% | 7.50% | |
| Home Scheut | 0458.653.516 | Belgium | 92.50% | 7.50% | ||
| Residalya - HPA (8) | 480 081 397 | France | 87.42% | 12.58% | ||
| Residalya Real Estate | 480 081 819 | France | 87.42% | 12.58% | ||
| Residalya (merged with HPA) | 480 081 769 | France | ||||
| Residalya Résidences de France Exploitation (merge HPA) | 493 938 82 3 | France | ||||
| Inova | 450 720 883 | France | 43.89% | 56.11% | ||
| La Chenaie | 343 356 028 | France | 87.42% | 12.58% | ||
| Le Jardin Des Loges | 394 806 541 | France | 87.42% | 12.58% | ||
| Le Mont Des Landes | 401 600 481 | France | 87.42% | 12.58% | ||
| Les Alysés | 527 799 811 | France | 87.42% | 12.58% | ||
| Les Portes De Champagne | 338 568 389 | France | 87.42% | 12.58% | ||
| Les Portes De Nimes | 423 582 055 | France | 87.42% | 12.58% | ||
| Les Portes Du Jardin | 481 193 027 | France | 87.42% | 12.58% | ||
| Residalya Bésançon | 509 668 950 | France | 87.42% | 12.58% | ||
| Residalya BL | 534 425 574 | France | 87.42% | 12.58% | ||
| Residalya Courchelettes | 531 354 801 | France | 87.42% | 12.58% | ||
| Residalya Dijon | 522 014 059 | France | 87.42% | 12.58% | ||
| Residalya Garons | 534 425 608 | France | 87.42% | 12.58% | ||
| Residalya Haute Goulaine | 492 700 885 | France | 87.42% | 12.58% | ||
| Residalya Le Lavandou | 534 860 036 | France | 87.42% | 12.58% | ||
| Residalya Le Rove | 490 173 614 | France | 87.42% | 12.58% | ||
| Residalya Les Rives D'Allier | 491 818 779 | France | 87.42% | 12.58% | ||
| Residalya Orléans | 534 476 536 | France | 87.42% | 12.58% | ||
| Residalya Résidence Automne | 501 535 371 | France | 87.42% | 12.58% | ||
| Residalya Séolanes | 501 479 638 | France | 87.42% | 12.58% | ||
| Residalya St. Marcel | 531 418 564 | France | 87.42% | 12.58% | ||
| Residalya Villers Semeuse | 527 736 441 | France | 87.42% | 12.58% | ||
| Residalya Projet 7 | 815 347 711 | France | 87.42% | 12.58% | ||
| Résidence Du Littoral | 482 162 542 | France | 87.42% | 12.58% | ||
| Résidence Marguerite | 950 537 233 | France | 87.42% | 12.58% | ||
| Sogécom | 343 296 760 | France | 87.42% | 12.58% | ||
| Serenalto | 344 503 545 | France | 52.45% | 47.55% | ||
| SRG | 398 710 921 | France | 87.42% | 12.58% | ||
| Villa Charlotte | 390 719 193 | France | 87.42% | 12.58% | ||
| Energy & Resources | ||||||
| Ligno Power | 0818.090.674 | Belgium | 70.00% | 70.00% | 30.00% | 30.00% |
| AvH Resources India | U74300DL2001 PTC111685 |
India | 100.00% | 100.00% |
| Name of subsidiary | Registrationnr | Registered office |
Beneficial interest % 2015 |
Beneficial interest % 2014 |
Minority interest % 2015 |
Minority interest % 2014 |
|---|---|---|---|---|---|---|
| Development Capital | ||||||
| Sofinim (9) | 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% |
| Agidens International (10) | 0468.070.629 | Belgium | 63.82% | 52.93% | 36.18% | 47.07% |
| Agidens Life Sciences (Egemin Consulting) | 0411.592.279 | Belgium | 63.82% | 52.93% | 36.18% | 47.07% |
| Agidens Infra Automation | 0630.982.030 | Belgium | 63.82% | 36.18% | ||
| Agidens Proces Automation (Egemin Prod. & Tech.) | 0465.624.744 | Belgium | 63.82% | 52.93% | 36.18% | 47.07% |
| Agidens Proces Automation BV (Egemin BV) | 005469272B01 | The Netherlands | 63.82% | 52.93% | 36.18% | 47.07% |
| Agidens Life Sciences BV (Egemin Consulting BV) | 850983411B01 | The Netherlands | 63.82% | 52.93% | 36.18% | 47.07% |
| Agidens Inc (Egemin Conveyor Inc) | USA | 63.82% | 52.93% | 36.18% | 47.07% | |
| Agidens SAS | 10.813.818.424 | France | 63.82% | 36.18% | ||
| Agidens GmbH | 76301 | Germany | 63.82% | 36.18% | ||
| Agidens AG (Egemin AG) | 539301 | Switserland | 63.82% | 52.93% | 36.18% | 47.07% |
| Egemin | 0404.636.389 | Belgium | 52.93% | 47.07% | ||
| Egemin Handling Automation BV | 821813638B01 | The Netherlands | 52.93% | 47.07% | ||
| Egemin Group Inc | USA | 52.93% | 47.07% | |||
| Egemin Automation Inc | USA | 52.93% | 47.07% | |||
| Egemin SAS | 09351754494 | France | 52.93% | 47.07% | ||
| Egemin GmbH | 811256456 | Germany | 52.93% | 47.07% | ||
| Egemin UK Ltd | 576710128 | UK | 52.93% | 47.07% | ||
| Egemin Shanghai Trading Company Ltd | China | 52.93% | 47.07% | |||
| Egemin Asia Pacific Automation Ltd | Hong Kong | 52.93% | 47.07% | |||
| 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% |
| Profimolux | 1992.2213.650 | Luxembourg | 100.00% | 100.00% |
(1) The annual report of CFE, a listed company, contains the list of subsidiaries. DEME is a wholly-owned subsidiary of CFE.
(2) In 2015, Rent-A-Port sold 30% of its stake in Consortium Antwerp Port to its partner Port of Antwerp International. As a result of the agreements made with Port of Antwerp International, this participation is recognized under the jointly controlled subsidiaries.
(3) The full consolidation of Galiliège NV (as part of a PPP project in Liège) is the result of the shareholder agreement, which gives Van Laere considerable decision-making power.
(4) Under the shareholder agreement, Extensa has a beneficial interest of only 50% in the results of this company.
(5) In January 2015, Extensa acquired full control over the companies that own the Tour&Taxis site in Brussels through the acquisition of the remaining 50% of the shares from its joint venture partners. At year-end 2015, T&T Royal Warehouse was sold to Leasinvest Real Estate.
(6) The management of Leasinvest Real Estate Comm.VA is taken care of by Leasinvest Real Estate Management NV, its statutory manager and a wholly owned subsidiary of Extensa Group NV, 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.
(7) Following the exercise of stock options by the CEO of Anima Care at the end of 2015, AvH's stake decreased to 92.5%. Anima Care simplified its organizational structure in 2015, and acquired the residential care centre 'Home Scheut' in Anderlecht at the beginning of December.
(8) In January 2015, AvH acquired the 87.42% stake which Groupe Financière Duval owned in the French retirement home operator Residalya. The management of Residalya has the option to sell its 6.1% stake to AvH under certain conditions.
(9) The 26% minority interest in Sofinim is held by NPM-Capital.
(10) In August 2015, Egemin Group sold its Handling Automation division to the German KION Group. The other activities of the Egemin group (Process Automation, Life Sciences, Infra Automation, and Consulting & Services) are continued under the new brand name Agidens.
| (€ 1,000) | Registration nr |
Registered office |
Beneficial interest % |
Minority interest % |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| Name of subsidiary | 2015 | 2015 | ||||||
| Marine Engineering & Infrastructure | ||||||||
| Rent-A-Port | ||||||||
| Consortium Antwerp Port (1) | 0817.114.340 | Belgium | 43.31% | 16.69% | 3,924 | 1,088 | 2,155 | 100 |
| Rent-A-Port Utilities | 0846.410.221 | Belgium | 36.09% | 13.91% | 2,693 | 2,877 | 0 | -205 |
| C.A.P. Industrial Port Land | 0556.724.768 | Belgium | 36.09% | 13.91% | 1,372 | 15 | 0 | -18 |
| S Channel Management Limited | Cyprus | 36.09% | 13.91% | 0 | 66 | 0 | -8 | |
| Infra Asia Investment (Dinh Vu) (USD 1,000) | Vietnam | 38.36% | 14.79% | 111,679 | 48,548 | 25,570 | 7,509 | |
| Algemene Aannemingen Van Laere | ||||||||
| Parkeren Roeselare | 0821.582.377 | Belgium | 50.00% | 9,219 | 8,863 | 1,856 | 77 | |
| Parkeren Asse | 0836.630.641 | Belgium | 50.00% | 162 | 156 | 341 | -13 | |
| Nationale Maatschappij der Pijpleidingen | ||||||||
| Napro | 0437.272.139 | Belgium | 37.50% | 12.50% | 653 | 244 | 208 | 134 |
| Nitraco | 0450.334.376 | Belgium | 37.50% | 12.50% | 12,204 | 10,353 | 1,608 | 232 |
| Private Banking | ||||||||
| Asco | 0404.454.168 | Belgium | 50.00% | 64,260 | 53,646 | 32,175 | 248 | |
| BDM | 0404.458.128 | Belgium | 50.00% | 14,746 | 9,569 | 53,631 | 72 | |
| Delen Investments cva (2) | 0423.804.777 | Belgium | 78.75% | 21.25% | 2,090,164 | 1,507,610 | 314,094 | 92,417 |
| Real Estate & Senior Care | ||||||||
| Extensa Group | ||||||||
| CBS Development | 0831.191.317 | Belgium | 50.00% | 27,803 | 24,427 | 606 | 1,868 | |
| CBS-Invest | 0879.569.868 | Belgium | 50.00% | 21,626 | 14,379 | 480 | -1,613 | |
| DPI | 0890.090.410 | Belgium | 50.00% | 1,012 | 223 | 50 | -5 | |
| Exparom I | 343.081.70 | The Netherlands | 50.00% | 13,066 | 14,220 | 0 | -455 | |
| CR Arcade | J02.2231.18236250 | Romania | 50.00% | 11,372 | 6,339 | 0 | -124 | |
| Exparom II | 343.081.66 | The Netherlands | 50.00% | 5,128 | 5,446 | 0 | -244 | |
| SC Axor Europe | J40.9671.21765278 | Romania | 50.00% | 8,251 | 9,841 | 0 | -115 | |
| Extensa Land I (liquidated) | 0465.058.085 | Belgium | ||||||
| Grossfeld PAP | 2005.2205.809 | Luxembourg | 50.00% | 55,419 | 57,603 | 383 | 1,296 | |
| Les Jardins d'Oisquercq | 0899.580.572 | Belgium | 50.00% | 2,446 | 2,828 | 23 | -176 | |
| Immobilière Du Cerf | 0822.485.467 | Belgium | 33.33% | 779 | 60 | 0 | -65 | |
| Project T&T (3) | 0476.392.437 | Belgium | ||||||
| T&T Royal Warehouse (3) | 0863.090.162 | Belgium | ||||||
| T&T Public Warehouse (3) | 0863.093.924 | Belgium | ||||||
| T&T Parking (3) | 0863.091.251 | Belgium | ||||||
| T&T Tréfonds (3) | 0807.286.854 | Belgium | ||||||
| Top Development | 35 899 140 | Slovakia | 50.00% | 12,667 | 2,819 | 675 | -73 | |
| TMT Energy (subs. Top Developm.) | 47 474 238 | Slovakia | 50.00% | 1,054 | 1,430 | 359 | 155 | |
| TMT RWP (subs. Top Developm.) | 47 144 513 | Slovakia | 50.00% | 8,907 | 6,318 | 940 | 87 | |
| Holding Groupe Duval (4) (5) | 522734144 | France | 37.80% | 71,880 | 6,636 | 0 | 97 | |
| Financière Duval (4) | 401922497 | France | 31.10% | 602,431 | 486,400 | 454,653 | 8,142 | |
| Energy & Resources | ||||||||
| Sipef (6) (USD 1,000) | 0404.491.285 | Belgium | 27.65% | 577,108 | 163,246 | 225,935 | 19,226 | |
| Telemond Consortium (7) | Belgium | 50.00% | 74,397 | 27,171 | 69,869 | -2,623 | ||
| Oriental Quarries & Mines (INR million) | U10100DL2008PTC181650 | India | 50.00% | 682 | 122 | 445 | -2 | |
| Max Green (8) | 0818.156.792 | Belgium | ||||||
| Development Capital (9) | ||||||||
| Amsteldijk Beheer | 33.080.456 | The Netherlands | 37.00% | 13.00% | 3,399 | 1,961 | 550 | 190 |
| Distriplus | 0890.091.202 | Belgium | 37.00% | 13.00% | 173,285 | 120,029 | 203,226 | -13,127 |
| Hertel (10) | 33.301.433 | The Netherlands | ||||||
| Hermes Finance BV (5) (11) | 63.135.906 | The Netherlands | 35.15% | 12.35% | 30,184 | 5,297 | 0 | -113 |
| CKT Offshore (11) | 63.140.101 | The Netherlands | 35.15% | 12.35% | 29,499 | 26,033 | 76,262 | -19,799 |
| Manuchar | 0407.045.751 | Belgium | 22.20% | 7.80% | 538,782 | 461,909 | 1,196,725 | 8,245 |
| Turbo's Hoet Groep | 0881.774.936 | Belgium | 37.00% | 13.00% | 247,639 | 160,754 | 350,573 | 8,425 |
| Financière Flo (5) | 39.349.570.937 | France | 33.00% | 80,341 | 111,615 | 0 | -61,861 | |
| Groupe Flo | 09.349.763.375 | France | 23.56% | 313,854 | 237,863 | 294,555 | -51,494 | |
| Trasys Group (12) | 0881.214.910 | Belgium | ||||||
| Subholdings AvH | ||||||||
| GIB-subgroup | 0404.869.783 | Belgium | 50.00% | 66,472 | 51,761 | 0 | -36,990 |
| (€ 1,000) Name of subsidiary |
Registration nr |
Registered office |
Beneficial interest % 2014 |
Minority interest % 2014 |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure | ||||||||
| Rent-A-Port | ||||||||
| Rent-A-Port Utilities | 0846.410.221 | Belgium | 36.09% | 13.91% | 2,383 | 455 | 0 | -61 |
| C.A.P. Industrial Port Land | 0556.724.768 | Belgium | 36.09% | 13.91% | 151 | 7 | 0 | -7 |
| S Channel Management Limited | Cyprus | 36.09% | 13.91% | 0 | 58 | 0 | -12 | |
| Infra Asia Investment (Dinh Vu) (USD 1,000) | Vietnam | 38.36% | 14.79% | 86,592 | 35,694 | 19,185 | 12,805 | |
| Algemene Aannemingen 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 (2) | 0423.804.777 | Belgium | 78.75% | 21.25% | 1,700,577 | 1,183,187 | 278,546 | 80,825 |
| Real Estate & Senior Care | ||||||||
| Extensa Group | ||||||||
| 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 | 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 Royal Warehouse | 0863.090.162 | Belgium | 50.00% | 112,002 | 61,680 | 6,082 | 9,309 | |
| T&T Public Warehouse | 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 (5) | 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 (6) (USD 1,000) | 0404.491.285 | Belgium | 26.78% | 571,383 | 160,437 | 285,899 | 48,967 | |
| Telemond Consortium (7) Oriental Quarries & Mines (INR miljoen) |
U10100DL2008PTC181650 | Belgium India |
50.00% 50.00% |
81,199 689 |
31,464 126 |
79,588 646 |
3,826 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 Netherlands | 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 Netherlands | 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 (5) | 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% | 98,610 | 46,908 | 0 | -15,751 | |
| (€ 1,000) Name of subsidiary |
Registration nr |
Registered office |
Beneficial interest % 2015 |
Reason for exclusion |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| Subholdings AvH | ||||||||
| BOS | 0422.609.402 | Belgium | 100.00% | (1) | 254 | 2 | 0 | -3 |
(1) Investment of negligible significance.
| (€ 1,000) Name of associated participating |
Registrationnr | Registered office |
Beneficial interest % |
Minority interest % |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| interest | 2015 | 2015 | ||||||
| Marine Engineering & Infrastructure | ||||||||
| Rent-A-Port | ||||||||
| Ontwikkelingsmaatschappij Zuiderzeehaven | The Netherlands | 12.03% | 4.64% | 10,492 | 4,656 | 25 | 19 | |
| Zuiderzeehaven | The Netherlands | 12.03% | 4.64% | 18 | 0 | 75 | 0 | |
| Port of Duqm (OMR 1,000) | Oman | 21.65% | 8.35% | 29,720 | 25,336 | 4,162 | -175 | |
| Duqm Industrial Land Company (OMR 1,000) | Oman | 25.23% | 9.72% | 1,671 | 1,244 | 70 | -1 | |
| Algemene Aannemingen Van Laere | ||||||||
| Lighthouse Parkings | 0875.441.034 | Belgium | 33.33% | 998 | 13 | 0 | 56 | |
| Private Banking | ||||||||
| Bank J.Van Breda & C° | ||||||||
| Finauto | 0464.646.232 | Belgium | 39.38% | 10.63% | 1,355 | 1,095 | 1,131 | -8 |
| Antwerpse Financiële Handelsmaatschappij | 0418.759.886 | Belgium | 39.38% | 10.63% | 748 | 226 | 631 | 269 |
| Financieringsmaatschappij Definco | 0415.155.644 | Belgium | 39.38% | 10.63% | 299 | 6 | 88 | 43 |
| Informatica J.Van Breda & C° | 0427.908.174 | Belgium | 31.50% | 8.50% | 7,325 | 6,128 | 9,502 | 5 |
| Promofi (1) | 1998 2205 878 | Luxembourg | ||||||
| Real Estate & Senior Care | ||||||||
| Residalya - HPA | ||||||||
| Cigma Holding | 789 479 185 | France | 29.72% | 4.28% | 2,168 | 1,616 | 0 | -13 |
| Cigma De Laval | 527 946 131 | France | 29.72% | 4.28% | 2,185 | 3,220 | 2,556 | -274 |
| Crèche du Tertre | 528 379 001 | France | 29.72% | 4.28% | 1,159 | 1,271 | 700 | 257 |
| Patrimoine & Santé (2) | 492902101 | France | 22.50% | |||||
| Energy & Resources | ||||||||
| Sagar Cements | L26942AP | |||||||
| (INR million) (3) | 1981PLC002887 | India | 18.55% | 12,733 | 7,282 | 7,524 | 458 | |
| Development Capital (4) | ||||||||
| Atenor | 0403.209.303 | Belgium | 7.79% | 2.74% | 552,208 | 425,409 | 116,748 | 19,958 |
| Axe Investments | 0419.822.730 | Belgium | 35.77% | 12.57% | 19,076 | 3,494 | 614 | 402 |
| Corelio (5) | 0415.969.454 | Belgium | 18.69% | 6.57% | 452,376 | 386,332 | 521,898 | 11,379 |
| Financière EMG (6) | 801.720.343 | France | 16.45% | 5.78% | 294,614 | 270,699 | 294,000 | -18,803 |
| MediaCore | 0428.604.297 | Belgium | 36.99% | 13.00% | 30,221 | 5,764 | 0 | 3,055 |
| Transpalux (7) | 582.011.409 | France | 33.31% | 11.71% | 22,307 | 15,203 | 24,570 | -100 |
| Agidens International | ||||||||
| E+ (reclass to 'Held for sale') | 0864.327.012 | Belgium |
(1) In December, AvH sold its 15% stake in Promofi to the majority shareholder. Promofi's portfolio consisted primarily of a 25% stake in Finaxis. As the AvH group, simul taneously with the sale of 15% in Promofi, directly repurchased its economic share of 3.75% (15% of 25%) in Finaxis from Promofi, the shareholding percentage in Finaxis remains unchanged.
(2) In pursuance of the agreement with the Duval family, AvH will swap its shares in Holding Groupe Duval (50%) for a stake in Patrimoine & Santé (owner of the real estate of 22 retirement homes of Residalya). At the end of October 2015, AvH sold the first portion of its interest (12.2% of a total stake of 50%) in Holding Groupe Duval (which owns 82.24% of Groupe Financière Duval) to a company of co-shareholder Eric Duval. This transaction was largely paid for with shares in the French company Patrimoine & Santé. As at December 31, 2015, AvH held a 22.5% stake in Patrimoine & Santé, which will be increased to 71% by the end of January 2017 at the latest. The audited consolidated financial statements of Patrimoine & Santé are currently not yet available as Patrimoine & Santé was (until recently) in private hands and did not have to publish consolidated figures. The measurement of the identifiable assets and liabilities has not yet been completed. IFRS 3 allows a period of 1 year for this.
(3) AvH's right to one 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 of activities, explain why it is included in the consolidation scope of AvH. 2015 key figures are based on a provisional estimate.
(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 December, MediaCore (of which Sofinim owns 49.99%) announced it had acquired the majority interest in Krantenfonds NV, which in turn owns 13.9% of Corelio's shares. As a result, Sofinim's economic share in Corelio increased to 25.3% at year-end 2015. The increased shareholding percentage will be accounted for in the income statement as of 2016.
(6) The acquisition by Euro Media Group (Sofinim 22.5%) of Netco Sports, a leading supplier of 'second screen' solutions in sports broadcasting, at the beginning of September, followed by a reinvestment by certain selling shareholders, resulted in a slight dilution to 22.2%.
(7) When the Euro Media Group shareholding was restructured in 2014, whereby PAI acquired control over EMG and Sofinim maintained its 22.5% stake, the rental activity Transpalux was taken over by the (former) EMG shareholders. Unlike in 2014, when this participation was classified as 'available for sale', it was accounted for at the beginning of 2015 using the equity method. Sofinim owns 45% of the Transpalux shares, half of which were acquired at a variable acquisition cost.
| (€ 1,000) Name of associated participating interest |
Registrationnr | Registered office |
Beneficial interest % 2015 |
Reason for exclusion |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure | ||||||||
| Algemene Aannemingen Van Laere | ||||||||
| Proffund (in liquidation) | 0475.296.317 | Belgium | 33.33% | (1) | 411 | 1,038 | 0 | 188 |
| Subholdings AvH | ||||||||
| Nivelinvest | 0430.636.943 | Belgium | 25.00% | (1) | 46,405 | 38,002 | 698 | 0 |
(1) Investment of negligible significance.
| (€ 1,000) Name of associated participating interest |
Registrationnr | 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 | |
| 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 (1) | 1998 2205 878 | Luxembourg | 15.00% | 81,074 | 375 | 0 | 10,447 | |
| Energy & Resources | ||||||||
| Sagar Cements (INR million) |
L26942AP 1981PLC002887 |
India | 18.55% | 9,938 | 4,894 | 5,316 | 2,636 | |
| Development Capital | ||||||||
| 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 |
| Financière EMG | 801.720.343 | France | 16.66% | 5.85% | 398,792 | 218,097 | 317,848 | -9,873 |
| 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) 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 partici pation Finaxis.
| (€ 1,000) Name of associated participating interest |
Registrationnr | Registered office |
Beneficial interest % 2014 |
Reason for exclusion |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure | ||||||||
| Algemene Aannemingen Van Laere | ||||||||
| Proffund (in liquidation) | 0475.296.317 | Belgium | 33.33% | (1) | 738 | 1,553 | 634 | -890 |
| Development Capital | ||||||||
| Transpalux | 582.011.409 | France | 33.31% | (1) | 22,095 | 14,891 | 22,681 | 409 |
| Subholdings AvH | ||||||||
| Nivelinvest | 0430.636.943 | Belgium | 25.00% | (1) | 43,433 | 35,030 | 678 | -1 |
(1) Investment of negligible significance.
| (€ 1,000) | Tour&Taxis | HPA/Residalya | HGO | 2015 |
|---|---|---|---|---|
| Non current assets | 341,173 | 70,366 | 214,650 | 626,189 |
| Current assets | 16,713 | 13,388 | 35,729 | 65,831 |
| Total assets | 357,886 | 83,754 | 250,379 | 692,019 |
| Equity - group share | 150,630 | 23,729 | 67,314 | 241,673 |
| Minorities | 0 | 634 | 0 | 634 |
| Non current liabilities | 187,420 | 22,616 | 148,062 | 358,097 |
| Current liabilities | 19,836 | 36,776 | 35,004 | 91,616 |
| Total equity and liabilities | 357,886 | 83,754 | 250,379 | 692,019 |
| Total assets | 357,886 | 83,754 | 250,379 | 692,019 |
| Total liabilities | -207,256 | -59,392 | -183,065 | -449,713 |
| Minorities | 0 | -634 | 0 | -634 |
| Net assets | 150,630 | 23,729 | 67,314 | 241,673 |
| Beneficial interest | 100.00% | 87.42% | 100.00% | |
| Net assets - group share | 150,630 | 20,744 | 67,314 | |
| Goodwill (post allocation) | 1,783 | 1,256 | ||
| 100% valuation | 150,630 | 22,527 | 68,570 | |
| - valuation initial 50% | 75,315 | 34,285 | ||
| - valuation additional interest 50% | 75,315 | 34,285 | ||
| Equity - group share (50%) (prior to fair value adjustments) | 33,218 | |
|---|---|---|
| Valuation initial 50%-interest | 75,315 | |
| Remeasurement gain | 42,097 |
In January 2015, Extensa acquired full control over the companies that own the Tour&Taxis site in Brussels through the acquisition of the remaining 50% of the shares from its joint-venture partners. As a result of this acquisition, Extensa had to remeasure its original (50%) interest in Tour&Taxis to the transaction value. This had a positive impact of 42.1 million euros net on Extensa's results for 2015. The goodwill that was generated as a result was allocated to the assets of the Tour&Taxis site, including the recognition of a (deferred) tax effect as a result of that allocation.
This transaction has given Extensa exclusive control over those companies, which, as a result, are now fully consolidated in the accounts of AvH with effect from 2015.
The fair value of the rented properties (Royal Warehouse 108 million euros, Sheds & car parks) was determined on the basis of yields in line with the market (between 5.6% and 7.5%), while an average goodwill of around 250 euros per m² (net) was allocated to the land portfolio.
In January 2015, AvH reached an agreement with Groupe Financière Duval on the acquisition of the latter's 87.42% stake in the French retirement home group Residalya for an amount of 31.7 million euros (including the acquisition of a current account to the amount of 9.1 million euros). The management of Residalya has the option to sell its 6.1% stake to AvH under certain conditions. At the end of October 2015, AvH converted a 12.2% interest in Holding Groupe Duval (of a total stake of 50% held by AvH) into a 22.5% stake in the French company Patrimoine & Santé, which owns most of the real estate operated by Residalya. Under the agreements with the Duval family, AvH will gradually increase its stake in Patrimoine & Santé to a controlling interest of 71% by the end of January 2017.
Residalya repaid the current account at year-end 2015.
The operating licences and goodwill resulting from acquisitions of residential care centres make up 60% of Residalya's balance sheet total. The fair value of the intangible assets was determined according to the 'multi-period excess earnings' method, based on the present value of the expected future cash flows to be generated by the intangible assets after accounting for the cash flows attributable to contributory assets. The fair value of the other assets and liabilities is based on the market value at which these assets or liabilities can be settled with a third, unrelated party.
The recognition of a residual goodwill of 15.0 million euros (including the 13.2 million euros of goodwill in the balance sheet of Residalya) in the financial statements of AvH is justified by the presence of intangible items – such as the personnel – which cannot be recognised separately.
In a transaction with the German Hochtief group on May 13, 2015, GeoSea, a wholly-owned subsidiary of DEME, acquired an additional 50% stake in HGO InfraSea Solutions GmbH & co KG (HGO), as a result of which GeoSea now owns 100% of HGO. As of December 31, 2015, the stake in HGO was fully consolidated, and the assets and liabilities were reported according to the accounting principles of DEME and CFE.
These assets and liabilities were determined and measured in the financial statements as at year-end 2015.
The following valuation methods were used:
In view of that, and of the consideration paid, a residual goodwill of 1.26 million euros was recognised.
The recognition of that residual goodwill is justified by future projects that HGO is working on, but which have not yet progressed sufficiently to be recognized separately in the financial statements.
On December 1, 2015, Anima Care acquired 'Home Scheut' (56 beds) in Anderlecht. The goodwill was largely allocated to the assets, so that the balance was limited to 1.4 million euros.
At year-end 2015, Residalya acquired 60% of the holding company Serenalto. In January 2016, this holding company became the owner of a residential care centre with 88 beds in Lyon, including the real estate.
Rent-A-Port sold 30% of its stake in Consortium Antwerp Port to its partner Port of Antwerp International with a limited capital gain.
| (€ 1,000) | 2015 |
|---|---|
| Non current assets | 3,740 |
| Current assets | 32,690 |
| Total assets | 36,430 |
| Equity - group share | 12,688 |
| Minorities | 0 |
| Non current liabilities | 1,403 |
| Current liabilities | 22,339 |
| Total equity and liabilities | 36,430 |
| Total assets | 36,430 |
| Total liabilities | -23,742 |
| Minorities | 0 |
| Net assets | 12,688 |
| Beneficial interest | 100% |
| Net assets - group share | 12,688 |
| Capital gain | 59,794 |
| Sales price | 72,482 |
Egemin Group announced in May 2015 that it had reached an agreement on the sale of its Handling Automation division to the German Kion group for an enterprise value of 72 million euros. The transaction was finalised on August 7, 2015, and resulted in a capital gain of 59.8 million euros for Agidens (AvH share 31.7 million euros). The other activities of the Egemin group (Process Automation, Life Sciences, Infra Automation, and Consulting & Services) are continued under the new name Agidens. At the time, Sofinim had a 71.5% stake (directly and indirectly through Axe Investments) in Egemin. The results of the Handling Automation division have been regrouped in the income statement under the heading 'Profit (loss) after tax from discontinued operations'.
DEME (global integration 60.40%), CFE (global integration 60.40%), Rent-A-Port (global integration 72.18%), Rent-A-Port Energy (global integration 73.15%), Van Laere (global integration 100%) and NMP (global integration 75%)
Delen Investments CVA (equity method 78.75%), Bank J.Van Breda & C° (global integration 78.75%), Finaxis (global integration 78,75%) and ASCO-BDM (equity method 50%)
• In December, AvH sold its 15% stake in Promofi to the majority shareholder. Promofi's portfolio consisted primarily of a 25% stake in Finaxis. As the AvH group, simultaneously with the sale of 15% in Promofi, directly repurchased its economic share of 3.75% (15% of 25%) in Finaxis from Promofi, the shareholding percentage in Finaxis remains unchanged.
Extensa (global integration 100%), Leasinvest Real Estate (global integration 30%), Holding Groupe Duval (held for sale 37.8%), Groupe Financière Duval (held for sale 31.1%), Anima Care (global integration 92.5%), HPA/Residalya (global integration 87.42%) and Patrimoine & Santé (equity method 22.5%)
Sipef (equity method 27.7%), Consortium Telemond (equity method 50%), AvH India Resources (global integration 100%), Sagar Cements (equity method 18.6%), Oriental Quarries and Mines (equity method 50%) and Ligno Power (global integration 70%)
Global integration and GIB (equity method 50%)
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | ||
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
Development Capital |
AvH & subholdings |
Eliminations between segments |
Total 2015 |
|
| Revenue | 3,530,273 | 171,412 | 244,739 | 243 | 64,373 | 4,915 | -4,724 | 4,011,231 |
| Rendering of services | 7,572 | 138,558 | 231 | 4,560 | -4,577 | 146,344 | ||
| Lease revenue | 7,016 | 1,591 | 8,607 | |||||
| Real estate revenue | 27,331 | 91,722 | 119,053 | |||||
| Interest income - banking activities | 116,083 | 116,083 | ||||||
| Fees and commissions - banking activities | 44,663 | 44,663 | ||||||
| Revenue from construction contracts | 3,401,839 | 61,930 | 3,463,769 | |||||
| Other operating revenue | 93,531 | 3,650 | 12,869 | 12 | 2,443 | 354 | -147 | 112,712 |
| Other operating income | 3,952 | 592 | 1,798 | 0 | 452 | 2,896 | -1,821 | 7,869 |
| Interest on financial fixed assets - receivables | 250 | 21 | 300 | 850 | -553 | 869 | ||
| Dividends | 3,703 | 592 | 1,777 | 91 | 720 | 6,881 | ||
| Government grants | 0 | |||||||
| Other operating income | 61 | 1,326 | -1,269 | 118 | ||||
| Operating expenses (-) | -3,321,317 | -114,329 | -188,126 | -246 | -74,900 | -9,349 | 5,992 | -3,702,275 |
| Raw materials and consumables used (-) | -1,929,773 | -32,735 | -27,325 | -1,989,833 | ||||
| Changes in inventories of finished goods, raw materials & consumables (-) |
-14,340 | 873 | 187 | -13,281 | ||||
| Interest expenses Bank J.Van Breda & C° (-) | -38,986 | -38,986 | ||||||
| Employee expenses (-) | -575,213 | -41,503 | -79,717 | -26,215 | -2,893 | -725,540 | ||
| Depreciation (-) | -257,742 | -5,592 | -8,771 | -2,211 | -696 | -275,012 | ||
| Impairment losses (-) | -16,285 | -760 | -1,566 | -7,664 | 5,000 | -21,275 | ||
| Other operating expenses (-) | -520,440 | -26,894 | -66,019 | -246 | -11,661 | -10,761 | 5,992 | -630,028 |
| Provisions | -7,524 | -594 | -191 | -11 | -8,319 | |||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
-397 | 0 | 82,860 | 0 | 0 | 0 | 0 | 82,463 |
| Financial assets held for trading | 0 | |||||||
| Investment property | -397 | 82,860 | 82,463 | |||||
| Profit (loss) on disposal of assets | 27,429 | 409 | 498 | 0 | 67,654 | 1,290 | 0 | 97,281 |
| Realised gain (loss) on intangible and tangible assets |
18,813 | 210 | 14 | 19,037 | ||||
| Realised gain (loss) on investment property | 2,746 | 485 | 3,231 | |||||
| Realised gain (loss) on financial fixed assets | 5,871 | -187 | 66,820 | 1,342 | 73,846 | |||
| Realised gain (loss) on other assets | 409 | -10 | 834 | -66 | 1,167 | |||
| Profit (loss) from operating | ||||||||
| activities | 239,942 | 58,084 | 141,770 | -3 | 57,578 | -249 | -553 | 496,569 |
| Finance income | 46,153 | 43 | 2,055 | 19 | 2,061 | 797 | -420 | 50,709 |
| Interest income | 8,370 | 43 | 1,227 | 7 | 925 | 340 | -420 | 10,492 |
| Other finance income | 37,783 | 828 | 13 | 1,135 | 457 | 40,216 | ||
| Finance costs (-) | -84,379 | 0 | -21,298 | 0 | -1,817 | -2,081 | 972 | -108,603 |
| Interest expenses (-) | -29,441 | -13,123 | -490 | -889 | 972 | -42,970 | ||
| Other finance costs (-) Derivative financial instruments designated at fair value through profit and loss |
-54,939 0 |
445 | -8,175 -4,793 |
0 | -1,327 0 |
-1,192 0 |
-65,633 -4,348 |
|
| Share of profit (loss) from equity accounted investments |
40,332 | 92,603 | -4,646 | 4,322 | -22,502 | 441 | 110,549 | |
| Other non-operating income | 0 | 1,566 | 0 | 0 | 0 | 0 | 1,566 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) before tax | 242,047 | 152,740 | 113,087 | 4,338 | 35,320 | -1,091 | 0 | 546,442 |
| Income taxes | -61,058 | -20,646 | -26,018 | -6 | -310 | -8 | 0 | -108,046 |
| Deferred taxes | -24,285 | -5,360 | -21,311 | 495 | 14 | -50,447 | ||
| Current taxes | -36,773 | -15,286 | -4,707 | -6 | -805 | -22 | -57,599 | |
| Profit (loss) after tax from continuing operations |
180,989 | 132,094 | 87,069 | 4,332 | 35,010 | -1,099 | 0 | 438,395 |
| Profit (loss) after tax from discontinued operations |
0 | 0 | 0 | 0 | -1,141 | 0 | -1,141 | |
| Profit (loss) of the period | 180,989 | 132,094 | 87,069 | 4,332 | 33,869 | -1,099 | 0 | 437,254 |
| Minority interests | 70,161 | 28,114 | 27,900 | 156 | 26,844 | 0 | 153,175 | |
| Share of the group | 110,828 | 103,980 | 59,169 | 4,176 | 7,025 | -1,099 | 284,079 |
In the "Real Estate & Senior Care" segment, the Tour&Taxis companies are included in full in the consolidation as of January 1, 2015. The full consolidation of Residalya and the expansion of Anima Care's retirement home portfolio also account for part of the increase in revenue (and corresponding operating costs) in this segment.
As a result of the successful completion in 2015 of some major projects, on which DEME had still realized a substantial turnover in 2014, the revenue from construction contracts was lower in 2015 than the previous year. This is also the case with CFE, which sold its road-building operations (Van Wellen) at the beginning of 2015, but also reports substantial turnover decreases in its 'Civil engineering' and 'International' operations. The decrease in revenue from construction contracts in the "Development Capital" segment is attributable to the sale of the Handling Automation division of Agidens in 2015.
The depreciation costs on tangible and intangible assets increased, which is in line with the increased assets in the balance sheet.
At 21.3 million euros, the impairment losses were lower than the previous year (39.8 million euros). In 2015, DEME recognized a.o. 3.1 million euros in goodwill impairments on companies in its environmental division and 3.8 million euros following the acquisition of full control over HGO. CFE reported impairments (2.3 million euros) on Terryn. In the Development Capital segment, impairments were recognized on the participations in Trasys and Groupe Flo.
The profit on assets/liabilities designated at fair value through profit and loss turned out substantially higher in 2015. Of the 82.5 million euros, 82.9 million euros relates to the segment "Real Estate & Senior Care". A large part of this amount is the remeasurement income of 42.1 million euros (net, after accounting for tax effects) which had to be recognized following the acquisition by Extensa of exclusive control over the Tour&Taxis site. The goodwill that corresponds to this remeasurement income was allocated to the various assets on the Tour&Taxis site and amounts to 60.8 million euros (before the effect of deferred taxes). The rest of this item relates to changes in the fair value of the real estate investments of Leasinvest Real Estate and Extensa.
The gain on disposal of assets amounted to 97.3 million euros in 2015 (2014: 36.3 million euros). In the "Marine Engineering & Infrastructure" segment, they essentially concerned capital gains which DEME realized on sales of old vessels from its fleet and on the sale by CFE of the road-building operations of Van Wellen. The capital gains in the real estate segment involved small amounts and included a.o. the results on the sale by LRE of its Kiem, Canal Logistics phase II, and Wenenstraat properties. Sofinim ("Development capital" segment) realized a capital gain on the sale of its participation in Hertel, while Agidens (formerly Egemin) earned a capital gain of 59.8 million euros (AvH share: 31.7 million euros) on the sale of Egemin Handling Automation.
The financial result (-57.9 million euros net) worsened in relation to 2014 as a result of higher other finance costs (such as hedging, guarantee costs and exchange differences).
The profit contribution from equity accounted companies was, on balance, 16.3 million euros lower than in 2014. This is due to several factors:
In the interpretation of the "Income taxes" item (108.0 million euros), account should be taken of the fact that i) 110.5 million euros profit is contributed from equity accounting, and that the taxes charged on that are not visible, and that ii) 18.7 million euros in deferred taxes were recognized as a result of the remeasurement following the acquisition of exclusive control over Tour&Taxis pursuant to IFRS 3.
contribution to AvH group results: 110.8 million euros
With 121.6 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%).
contribution to AvH group results: 104.0 million euros
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.
contribution to AvH group results: 59.2 million euros
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%), Anima Care (AvH 100%, 92.5% for 2016 results) and Residalya (AvH 87,42%) are fully consolidated.
In 1H 2015, a remeasurement of 42.1 million euros net was recognized in this segment following the acquisition of exclusive control over the companies that own the Tour&Taxis site.
contribution to AvH group results: 4.2 million euros
Sipef (27.7%), Oriental Quarries & Mines (50%) and the Consortium Telemond (50%) are all jointly controlled participations, and are therefore included according to the equity accounting method. The interest in Sagar Cements (18.6%) is also recognized in this way in AvH's consolidated accounts.
contribution to AvH group results: 7.0 million euros
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.
contribution to AvH group results: -1.1 million euros
Besides operating expenses, the contribution of AvH & subholdings in the group's consolidated financial statements is to a large extent affected by the realization or not of capital gains on sales of shares.
Further to the above please refer to the separate enclosure 'Key figures 2015' in which results by segment are discussed in detail.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | ||
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
Development Capital |
AvH & subholdings |
Eliminations between segments |
Total 2015 |
|
| I. Non-current assets | 2,463,493 | 3,777,568 | 1,291,208 | 168,502 | 213,637 | 40,937 | -3,283 | 7,952,062 |
| Intangible assets | 97,928 | 7,081 | 51,968 | 35 | 157,012 | |||
| Goodwill | 177,113 | 134,247 | 22,522 | 333,882 | ||||
| Tangible assets | 1,753,304 | 38,423 | 126,218 | 17,576 | 10,250 | 1,945,772 | ||
| Investment property | 2,419 | 952,671 | 955,090 | |||||
| Participations accounted for using the equity method |
168,025 | 593,935 | 22,109 | 168,502 | 173,827 | 10,850 | 1,137,249 | |
| Financial fixed assets | 138,874 | 364 | 89,692 | 21,586 | 14,153 | -3,283 | 261,386 | |
| Available for sale financial fixed assets | 7,729 | 3 | 86,372 | 26 | 7,361 | 101,491 | ||
| Receivables and warranties | 131,145 | 361 | 3,319 | 21,560 | 6,792 | -3,283 | 159,894 | |
| Non-current hedging instruments | 1,381 | 1,251 | 1,597 | 4,228 | ||||
| Amounts receivable after one year | 20,475 | 90,042 | 24,125 | 3,803 | 138,445 | |||
| Trade receivables | 945 | 900 | 1,845 | |||||
| Finance lease receivables | 90,042 | 23,914 | 113,956 | |||||
| Other receivables | 19,530 | 211 | 2,904 | 22,644 | ||||
| Deferred tax assets | 103,973 | 6,499 | 307 | 647 | 1,846 | 113,272 | ||
| Banks - receivables from credit institutions and clients after one year |
2,905,726 | 2,905,726 | ||||||
| II. Current assets | 2,021,640 | 1,668,997 | 382,832 | 4,101 | 343,265 | 105,709 | -265,147 | 4,261,397 |
| Inventories | 80,079 | 18,707 | 194 | 98,981 | ||||
| Amounts due from customers under construction contracts |
144,836 | 221,034 | 4,226 | 370,095 | ||||
| Investments | 10 | 594,926 | 1,465 | 39,681 | 636,083 | |||
| Available for sale financial assets | 594,926 | 1,465 | 39,681 | 636,073 | ||||
| Financial assets held for trading | 10 | 10 | ||||||
| Current hedging instruments | 8,765 | 690 | 9,455 | |||||
| Amounts receivable within one year | 1,197,722 | 66,318 | 76,104 | 3,680 | 253,336 | 33,724 | -264,893 | 1,365,992 |
| Trade debtors | 1,113,006 | 22,523 | 13,974 | 3,501 | -3,464 | 1,149,540 | ||
| Finance lease receivables | 43,226 | 524 | 43,750 | |||||
| Other receivables | 84,716 | 23,092 | 53,057 | 3,680 | 239,363 | 30,224 | -261,429 | 172,703 |
| Current tax receivables | 8,512 | 2,743 | 21 | 173 | 298 | 11,748 | ||
| Banks - receivables from credit institutions and clients within one year |
994,336 | 994,336 | ||||||
| Banks - loans and advances to banks | 85,220 | 85,220 | ||||||
| Banks - loans and receivables (excl. finance leases) |
879,746 | 879,746 | ||||||
| Banks - cash balances with central banks | 29,370 | 29,370 | ||||||
| Cash and cash equivalents | 523,971 | 7,292 | 58,691 | 400 | 83,227 | 31,406 | 704,987 | |
| Time deposits for less than three months | 97,655 | 4,610 | 368 | 74,830 | 26,870 | 204,333 | ||
| Cash | 426,316 | 7,292 | 54,081 | 31 | 8,398 | 4,536 | 500,654 | |
| Deferred charges and accrued income | 57,746 | 5,434 | 5,553 | 642 | 599 | -254 | 69,720 | |
| III. Assets held for sale | 39,462 | 125 | 39,587 | |||||
| Total assets | 4,485,133 | 5,446,565 | 1,713,502 | 172,603 | 557,027 | 146,646 | -268,430 | 12,253,045 |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | ||
|---|---|---|---|---|---|---|---|---|
| Segment information - pro forma turnover |
Marine Engineering & Infrastructure |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
Development Capital |
AvH & subholdings |
Eliminations between segments |
Total 2015 |
| Turnover EU member states | 1,833,568 | 496,092 | 297,467 | 64,934 | 569,529 | 4,613 | -4,577 | 3,261,626 |
| Other European countries | 244,114 | 157 | 4,960 | 12,563 | 21,776 | 283,570 | ||
| Rest of the world | 1,425,227 | 36,541 | 262,260 | 1,724,028 | ||||
| Total | 3,502,910 | 496,249 | 302,427 | 114,037 | 853,565 | 4,613 | -4,577 | 5,269,224 |
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 123 to 131. In this pro forma presentation, all (exclusive) control interests are incorporated in full and the other interests proportionally.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | ||
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
Development Capital |
AvH & subholdings |
Eliminations between segments |
Total 2015 |
|
| I. Total equity | 1,472,033 | 1,218,433 | 583,586 | 172,590 | 522,591 | -153,623 | 3,815,612 | |
| Shareholders' equity - group share | 907,073 | 990,154 | 315,751 | 171,479 | 376,507 | -153,627 | 2,607,339 | |
| Issued capital | 113,907 | 113,907 | ||||||
| Share capital | 2,295 | 2,295 | ||||||
| Share premium | 111,612 | 111,612 | ||||||
| Consolidated reserves | 921,605 | 981,544 | 312,604 | 158,924 | 377,919 | -256,590 | 2,496,006 | |
| Revaluation reserves | -14,532 | 8,610 | 3,147 | 12,555 | -1,411 | 13,448 | 21,817 | |
| Securities available for sale | 4,404 | 12,400 | 47 | 3,185 | 12,118 | 32,153 | ||
| Hedging reserves | -6,661 | -605 | -10,258 | -296 | -17,821 | |||
| Actuarial gains (losses) defined benefit pension plans |
-4,766 | 232 | -474 | -233 | 1,330 | -3,912 | ||
| Translation differences | -3,104 | 4,579 | 1,006 | 12,982 | -4,066 | 11,397 | ||
| Treasury shares (-) | -24,392 | -24,392 | ||||||
| Minority interests | 564,960 | 228,279 | 267,835 | 1,110 | 146,084 | 4 | 1,208,273 | |
| II. Non-current liabilities | 1,064,778 | 807,912 | 736,304 | 7,130 | 4,360 | -3,283 | 2,617,200 | |
| Provisions | 96,741 | 932 | 5,340 | 179 | 103,191 | |||
| Pension liabilities | 41,899 | 3,250 | 429 | 22 | 45,600 | |||
| Deferred tax liabilities | 155,334 | 488 | 60,631 | 546 | 987 | 217,986 | ||
| Financial debts | 719,720 | 614,084 | 6,384 | -3,283 | 1,336,904 | |||
| Bank loans | 314,559 | 497,987 | 812,546 | |||||
| Bonds | 305,216 | 111,824 | 417,040 | |||||
| Subordinated loans | 2,200 | 2,200 | ||||||
| Finance leases | 95,987 | 1,712 | 6,384 | 104,083 | ||||
| Other financial debts | 3,958 | 360 | -3,283 | 1,035 | ||||
| Non-current hedging instruments | 33,807 | 10,484 | 40,853 | 85,145 | ||||
| Other amounts payable after one year | 17,276 | 10,614 | 14,967 | 3,373 | 46,230 | |||
| Banks - debts to credit institutions, clients & securities |
782,144 | 782,144 | ||||||
| Banks - deposits from credit institutions | 0 | |||||||
| Banks - deposits from clients | 719,359 | 719,359 | ||||||
| Banks - debt certificates including bonds | 3 | 3 | ||||||
| Banks - subordinated liabilities | 62,782 | 62,782 | ||||||
| III. Current liabilities | 1,948,322 | 3,420,219 | 393,612 | 13 | 27,306 | 295,909 | -265,147 | 5,820,233 |
| Provisions | 34,339 | 54 | 34,392 | |||||
| Pension liabilities | 246 | 246 | ||||||
| Financial debts | 114,692 | 292,031 | 1,454 | 291,143 | -260,429 | 438,892 | ||
| Bank loans | 99,415 | 175,583 | 274,998 | |||||
| Bonds | 0 | |||||||
| Finance leases | 15,219 | 1,104 | 1,454 | 17,776 | ||||
| Other financial debts | 58 | 115,345 | 291,143 | -260,429 | 146,118 | |||
| Current hedging instruments Amounts due to customers |
35,146 210,870 |
995 | 47 | 1,309 | 36,188 212,179 |
|||
| under construction contracts Other amounts payable within one year |
1,473,260 | 15,336 | 70,353 | 13 | 21,094 | 4,478 | -2,469 | 1,582,065 |
| Trade payables | 1,241,493 | 7 | 28,983 | 13 | 11,515 | 504 | -1,469 | 1,281,046 |
| Advances received | 1,396 | 2,741 | 4,138 | |||||
| Amounts payable regarding remuneration and social security |
157,069 | 8,338 | 13,414 | 6,443 | 3,378 | 188,642 | ||
| Other amounts payable | 73,301 | 6,991 | 25,214 | 3,136 | 596 | -1,000 | 108,239 | |
| Current tax payables | 28,895 | 1,671 | 18,519 | 488 | 29 | 49,603 | ||
| Banks - debts to credit institutions, clients & securities |
3,395,076 | 3,395,076 | ||||||
| Banks - deposits from credit institutions | 42,007 | 42,007 | ||||||
| Banks - deposits from clients | 3,183,127 | 3,183,127 | ||||||
| Banks - debt certificates including bonds | 166,179 | 166,179 | ||||||
| Banks - subordinated liabilities | 3,763 | 3,763 | ||||||
| Accrued charges and deferred income | 51,120 | 6,896 | 12,608 | 2,960 | 258 | -2,249 | 71,593 | |
| IV. Liabilities held for sale | 0 | |||||||
| Total equity and liabilities | 4,485,133 | 5,446,565 | 1,713,502 | 172,603 | 557,027 | 146,646 | -268,430 | 12,253,045 |
The consolidated balance sheet total of the AvH group continued to grow also in 2015, amounting to 12,253.0 million euros at 31/12/2015 (+6.9% compared with year-end 2014).
An analysis of the consolidated balance sheet shows the significant weight of the interest in Bank J.Van Breda & C° (fully consolidated). The activity of a bank like Bank J.Van Breda & C° involves substantial receivables (loans) and payables (deposits), particularly when compared with the companies in other branches of industry that are also included in the consolidated financial statements. Neither the payables of Bank J.Van Breda & C° nor those of other participations are guaranteed by AvH or by other group companies.
The growth in the group's senior care activities accounts for most of the increase in intangible assets: Anima Care was able to acquire additional operating licences with a view to a further expansion of its operations, while the full consolidation of the French retirement home group Residalya in particular generated a significant increase (39.6 million euros). For the rest, this item consists largely of intangible assets which were reported in the consolidated balance sheet at year-end 2013 following the acquisition of control over DEME, and of software developments at Bank J.Van Breda & C°. The increase in 'Goodwill' is also largely explained by the full consolidation (as of 2015) of Residalya, whose own goodwill is also recognized.
It should be pointed out that an amount of 87.8 million euros of goodwill 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 239.8 million euros.
DEME spent 373 million euros (including joint ventures) in 2015 on the expansion and renewal of its fleet. This was done in part by acquiring a 50% stake in HGO (DEME already owned the other 50%), as well as by substantial investments in new vessels. In the real estate segment, the 'Tangible assets' increased following the completion of the new residential care centre 'Aquamarijn' in Kasterlee.
'Investment property' grew further to 955.1 million euros. Both Leasinvest Real Estate (with a.o. the acquisition of the Royal Warehouse building) and Extensa (by acquiring exclusive control over the Tour&Taxis site) continued to expand their portfolio in 2015.
'Participations accounted for using the equity method' remains a substantial item, since it includes the group companies over which AvH has no exclusive control. This item is influenced a.o. by the results reported by those group companies, the dividends they pay out, and naturally also by sales (or purchases) by the group of shares in those companies. The decrease in this item compared to the previous year is partially attributable to changes in the consolidation scope: Hertel and Trasys were sold, the interest in Groupe Financière Duval was transferred to "Assets held for sale", and the stakes in the Tour&Taxis companies, which in previous years were jointly controlled, are now fully consolidated since the acquisition of exclusive control at the beginning of 2015.
Despite the increased value of the 'Available for sale financial fixed assets' (such as the Retail Estates shares held by Leasinvest Real Estate), this item has decreased as a result of the sale of Hertel (preference shares).
Bank J.Van Breda & C° further expanded its loan portfolio during 2015, resulting in an increase in the related balance sheet items, both in the long-term and short-term parts.
The evolution of cash and cash equivalents should be seen in conjunction with the evolution of the financial debts. DEME in particular financed part of its investments with liquid assets. The cash generated in the "Development Capital" segment from, among other things, the sale of Hertel was deposited with the group's coordination centre.
For details of movements in the equity of AvH and its various constituents, see the statement of changes in equity on page 113 of this report.
The 60.3 million euros which AvH had recognized on 31 December 2013 under the item 'Provisions' as contingent liability for risks of CFE, and of which 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, was further reduced by 3.5 million euros in 2015 (group share 2.1 million euros).
The increase in deferred tax liabilities in the real estate segment is primarily accounted for by the acquisition of control over the Tour&Taxis companies by Extensa as described above. In accordance with IFRS 3 'Business Combinations', this acquisition of control led to a remeasurement through profit and loss of Extensa's existing stake. The goodwill that was generated as a result was allocated to the assets of Tour&Taxis, including the recognition of a (deferred) tax effect as a result of that allocation.
The financial debts increased in the "Real Estate & Senior Care" segment as a result of the acquisition of control over the Tour&Taxis companies by Extensa and of the evolution of the development projects on the "Tour&Taxis" site in Brussels and the Cloche d'Or site in Luxembourg and full consolidation of the group Residalya.
On the other hand, in 1H 2015 AvH repaid in advance the remaining portion of the long-term debt it had incurred at the end of 2013 to finance the acquisition of CFE. The short-term financial debt in the "AvH & Subholdings" segment consists, besides 30.5 million euros in commercial paper, mainly of deposits made by other group companies with AvH Coordination Centre.
The 'Assets held for sale' at year-end 2015 correspond to the remaining 37.8% stake in Holding Groupe Duval and a building of Leasinvest Real Estate.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 & 6 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
Development Capital & AvH, subhold. |
Eliminations between segments |
Total 2015 |
|
| I. Cash and cash equivalents - opening balance |
726,780 | 97,450 | 23,668 | 255 | 74,073 | 922,226 | |
| Profit (loss) from operating activities | 239,942 | 58,084 | 141,770 | -3 | 57,330 | -553 | 496,569 |
| Reclassification 'Profit (loss) on disposal of assets' to cash flow from divestments |
-27,429 | -409 | -498 | -68,944 | -97,281 | ||
| Dividends from participations accounted for using the equity method |
1,361 | 32,136 | 100 | 8,951 | 42,548 | ||
| Other non-operating income (expenses) | 1,566 | 1,566 | |||||
| Income taxes | -84,998 | -20,646 | -26,018 | -324 | -131,986 | ||
| Non-cash adjustments | |||||||
| Depreciation | 257,742 | 5,592 | 8,771 | 2,907 | 275,012 | ||
| Impairment losses | 16,285 | 668 | 1,566 | 2,664 | 21,183 | ||
| Share based payment | 62 | 127 | 1,315 | 689 | 2,194 | ||
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
397 | -82,860 | -82,463 | ||||
| (Decrease) increase of provisions | 6,796 | 768 | 271 | -779 | 7,056 | ||
| (Decrease) increase of deferred taxes | 24,285 | 5,360 | 21,311 | -509 | 50,447 | ||
| Other non-cash expenses (income) | -11,185 | 4,418 | -312 | 89 | -6,989 | ||
| Cash flow | 423,258 | 87,663 | 65,316 | 97 | 2,074 | -553 | 577,855 |
| Decrease (increase) of working capital | -27,211 | -128,999 | -8,091 | 20 | 1,295 | -867 | -163,854 |
| Decrease (increase) of inventories and construction contracts | -1,431 | 11,170 | -6,656 | 3,082 | |||
| Decrease (increase) of amounts receivable | -102,889 | -6,925 | -16,427 | 19 | 15,552 | -867 | -111,537 |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
-332,534 | -332,534 | |||||
| Increase (decrease) of liabilities (other than financial debts) | 79,383 | -1,501 | 1,679 | 3 | -8,305 | 71,259 | |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) |
213,169 | 213,169 | |||||
| Decrease (increase) other | -2,274 | -1,208 | -4,514 | -2 | 705 | -7,294 | |
| Cash flow from operating activities | 396,047 | -41,337 | 57,225 | 117 | 3,369 | -1,420 | 414,001 |
| Investments | -355,081 | -323,520 | -182,427 | -3,358 | -56,773 | 9,132 | -912,027 |
| Acquisition of intangible and tangible assets | -278,977 | -4,242 | -23,252 | -1,694 | -308,165 | ||
| Acquisition of investment property | -36,223 | -36,223 | |||||
| Acquisition of financial fixed assets | -59,628 | -122,642 | -3,358 | -23,880 | -209,509 | ||
| New amounts receivable | -16,476 | -220 | -309 | -11,571 | 9,132 | -19,444 | |
| Acquisition of investments | -319,058 | -19,627 | -338,685 | ||||
| Divestments | 60,909 | 319,739 | 24,800 | 0 | 212,139 | -14,132 | 603,454 |
| Disposal of intangible and tangible assets | 31,890 | 603 | 75 | 32,568 | |||
| Disposal of investment property | 23,974 | 23,974 | |||||
| Disposal of financial fixed assets | 24,655 | 182,320 | 206,975 | ||||
| Reimbursements of amounts receivable | 4,364 | 215 | 18,146 | -14,132 | 8,593 | ||
| Disposal of investments | 319,739 | 8 | 11,597 | 331,344 | |||
| Cash flow from investing activities | -294,172 | -3,781 | -157,627 | -3,358 | 155,366 | -5,000 | -308,573 |
| Financial operations | |||||||
| Interest received | 8,049 | 43 | 1,227 | 7 | 924 | -420 | 9,830 |
| Interest paid | -40,460 | -14,430 | -1,036 | 972 | -54,954 | ||
| Other financial income (costs) | -17,421 | -6,176 | -13 | -1,354 | -24,964 | ||
| Decrease (increase) of treasury shares | -4,110 | -4,110 | |||||
| (Decrease) increase of financial debts | -239,799 | 125,631 | -61,551 | 5,867 | -169,852 | ||
| Distribution of profits | -60,363 | -60,363 | |||||
| Dividends paid to minority interests | -52,099 | -45,082 | -16,032 | 64,041 | -49,172 | ||
| Cash flow from financial activities | -341,731 | -45,040 | 90,220 | -6 | -63,450 | 6,420 | -353,586 |
| II. Net increase (decrease) in cash and cash equivalents |
-239,856 | -90,157 | -10,182 | -3,248 | 95,285 | -248,158 | |
| Transfer between segments | 2,738 | 35,819 | 3,358 | -41,915 | 0 | ||
| Change in consolidation scope or method | 33,450 | 7,289 | -12,882 | 27,857 | |||
| Capital increases (minorities) | 574 | 1,225 | 1,799 | ||||
| Impact of exchange rate changes on cash and cash equivalents | 284 | 873 | 35 | 71 | 1,263 | ||
| III. Cash and cash equivalents - ending balance |
523,971 | 7,292 | 58,691 | 400 | 114,633 | 704,987 |
The 'Cash flow' of the AvH group for the 2015 financial year amounted to 577.9 million euros, an increase of 20.4 million euros compared with 2014. As is the case with the consolidated balance sheet and income statement, this cash flow statement is partly shaped by the way in which the participations are included in the consolidation. AvH holds a number of significant equity-accounted participations, which, in this cash flow statement, can only contribute to the cash flow through dividend payments.
The increase of 'Profit from operating activities' is explained by a.o. an important contribution from assets designated at fair value through profit and loss, the full consolidation of the French retirement home group Residalya as of 1Q2015, and by the growth of Anima Care. Nevertheless, the impact of this higher 'Profit from operating activities' on the Cash flow is limited by:
The increase in working capital during the 2015 financial year is primarily attributable to the "Private Banking" segment, where the commercial development of Bank J.Van Breda & C° in 2015 led to a larger increase in lending than in client deposits.
The investment cash flow, on which the AvH group on balance spent 308.6 million euros, was 141.3 million euros higher than the previous year, which illustrates the significant investment activity. DEME accounts for a substantial part of this, with 263.1 million euros invested in intangible and tangible fixed assets (mainly in the renewal and expansion of its fleet), the acquisition of additional participating interests (including 50% in HGO for an amount of 34.3 million euros), and new or additional interests in various project companies active in a.o. offshore wind. In the "Real Estate & Senior Care" segment, too, substantial investments were made in the expansion of the retirement homes of Anima Care (residential care centre 'Aquamarijn' in Kasterlee) and Residalya, in the investment property of Extensa ('Herman Teirlinck' building, T&T car parks) and Leasinvest Real Estate (a.o. Royal20 in Luxembourg), as well as increasing the stake in Tour&Taxis.
The divestments in 2015 primarily concerned:
vii)and the sale by Agidens of the Handling Automation division (Egemin).
The acquisition and disposal of investments relates for the most part to Bank J.Van Breda & C°, and is part of its normal and conservative investment policy.
The cash flow from financial activities shows a debt reduction, except in the "Real Estate & Senior Care" segment. In the "Development Capital & AvH and subholdings" segment, the final portion of the long-term debt that was incurred in 2013 to acquire control over CFE was repaid early. The dividends paid by AvH are covered by the dividends received from the participations. In the "Real Estate & Senior Care" segment, an increase in financial debts is reported as a result of the full consolidation of the Tour&Taxis companies and of the Residalya group since 2015. The bridging loan which Extensa took out at the beginning of 2015 to finance the acquisition of the additional stake in Tour&Taxis was already partly repaid at the end of the year, following the sale of the 'Royal Warehouse' to Leasinvest Real Estate.
The transfers between segments relate to new participations that were acquired in 2015 (Residalya, Patrimoine & Santé) or to capital increases with, or increases in the stakes in existing group companies (such as Anima Care, Rent-A-Port, Rent-A-Port Energy, Sipef, Agidens).
| € millions | 2015 | 2014 | 2013 | 2012 | 2011 |
|---|---|---|---|---|---|
| Treasury shares (2) | 28.4 | 24.5 | 21.2 | 18.4 | 18.8 |
| Other investments | |||||
| - Portfolio shares | 41.1 | 27.2 | 23.6 | 20.0 | 18.8 |
| - Term deposits | 33.2 | 55.9 | 73.3 | 82.3 | 72.6 |
| Cash | 5.6 | 6.5 | 6.4 | 6.5 | 1.9 |
| Financial debts | -32.0 | -92.7 | -127.6 | -39.3 | -39.1 |
| Net cash position | 76.3 | 21.3 | -3.1 | 87.9 | 73.0 |
(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.
AvH (including Sofinim and subholdings) had a net cash position of 76.3 million euros at year-end 2015, compared with 21.3 million euros at year-end 2014. Besides cash and short-term deposits, this cash position consisted of 69.5 million euros in short-term investments (including treasury shares) and 30.5 million euros in short-term debt in the form of commercial paper. This position does not take into account the proceeds of the sale by Agidens of Egemin's Handling Automation division. The increase in net cash position is primarily attributable to the divestments (sales of participating interests, such as Hertel and Trasys, and loan repayments) which on balance turned out higher than the new investments (Residalya, CKT Offshore, Agidens).
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | ||
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
Development Capital |
AvH & subholdings |
Eliminations between segments |
Total 2014(1) |
|
| 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 | 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 | 18,005 | -5,914 | 253 | 126,819 | |
| 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 | 18,000 | -19,466 | 5,440 | 0 | 416,132 |
| 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 | 17,992 | -21,668 | 5,394 | 0 | 327,797 |
| 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 | 17,992 | -21,668 | 5,394 | 0 | 327,797 |
| Minority interests | 67,086 | 24,617 | 22,042 | 0 | 407 | 0 | 114,152 | |
| Share of the group | 106,208 | 91,374 | 14,752 | 17,992 | -22,075 | 5,394 | 213,645 |
(1) We refer to Note 2 for more details regarding the Restated financial statements 2014.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | ||
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
Development Capital |
AvH & subholdings |
Eliminations between segments |
Total 2014(1) |
|
| I. Non-current assets | 2,244,521 | 3,473,185 | 1,026,542 | 152,907 | 331,096 | 36,229 | -8,219 | 7,256,261 |
| 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 | 152,907 | 208,497 | 4,025 | 1,169,019 | |
| 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 | 156,883 | 569,978 | 123,103 | -188,212 | 11,459,253 |
(1) We refer to Note 2 for more details regarding the Restated financial statements 2014.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | ||
|---|---|---|---|---|---|---|---|---|
| Segment information - pro forma turnover |
Marine Engineering & Infrastructure |
Private Banking |
Real Estate & 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 consolida tion drawn up on the basis of the consolidation scope reported on page 123 to 131. In this pro forma presentation, all (exclusive) control interests are incorporated in full and the other interests proportionally.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | ||
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
Development Capital |
AvH & subholdings |
Eliminations between segments |
Total 2014(1) |
|
| I. Total equity | 1,347,629 | 1,136,073 | 464,387 | 156,871 | 512,125 | -147,838 | 3,469,247 | |
| Shareholders' equity - group share | 832,474 | 926,468 | 226,706 | 155,759 | 378,509 | -147,841 | 2,372,075 | |
| 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 | 154,366 | 380,757 | -248,671 | 2,276,983 | |
| Revaluation reserves | -10,960 | 9,078 | -3,001 | 1,393 | -2,248 | 8,951 | 3,213 | |
| 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 | 1,701 | -3,698 | -173 | ||
| 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 | 328,511 | 363,708 | 60,000 | 752,219 | ||||
| Bonds | 306,895 | 97,215 | 404,110 | |||||
| Subordinated loans | 300 | 7,987 | -5,000 | 3,287 | ||||
| Finance leases Other financial debts |
62,957 3,945 |
178 | 7,650 | -3,219 | 70,607 904 |
|||
| 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, clients & securities |
897,701 | 897,701 | ||||||
| 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 | 22,111 | 1,997 | 462 | 24,569 | ||||
| Amounts due to customers under 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 Amounts payable regarding remuneration |
1,617 115,031 |
7,558 | 3,988 | 9,566 | 2,879 | 1,617 139,022 |
||
| and social security | ||||||||
| Other amounts payable Current tax payables |
82,650 53,775 |
8,599 3,892 |
9,022 2,262 |
1,034 1,023 |
607 11 |
-1,000 | 100,911 60,963 |
|
| Banks - debts to credit institutions, | ||||||||
| clients & securities Banks - deposits from credit institutions |
3,068,832 12,432 |
3,068,832 12,432 |
||||||
| Banks - deposits from clients | 2,903,509 | 2,903,509 | ||||||
| Banks - debt certificates including bonds | 138,653 | 138,653 | ||||||
| Banks - subordinated liabilities | 14,238 | 14,238 | ||||||
| Accrued charges and deferred income | 40,841 | 7,851 | 11,761 | 3 | 2,871 | 260 | -2,330 | 61,257 |
| IV. Liabilities held for sale | 19,164 | 19,164 | ||||||
| Total equity and liabilities | 4,393,857 | 5,157,929 | 1,245,717 | 156,883 | 569,978 | 123,103 | -188,212 | 11,459,253 |
(1) We refer to Note 2 for more details regarding the Restated financial statements 2014.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 & 6 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
Development Capital & AvH. subhold. |
Eliminations between segments |
Total 2014 |
|
| 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 | 0 | 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 | 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 |
| (€ 1,000) | Develop ment costs |
Concessions, patents & licences |
Goodwill | Software | Other intangible assets |
Advance payments |
Total |
|---|---|---|---|---|---|---|---|
| Movements in intangible assets - financial year 2014 |
|||||||
| Intangible assets, opening balance | 1,045 | 8,555 | 8,489 | 13,898 | 93,978 | 0 | 125,964 |
| Gross amount | 1,444 | 15,789 | 10,940 | 24,675 | 95,965 | 0 | 148,813 |
| Accumulated depreciation (-) | -399 | -7,235 | -2,451 | -10,777 | -1,987 | 0 | -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 | 0 | 119,091 |
| Gross amount | 3,230 | 17,132 | 12,159 | 25,815 | 94,414 | 0 | 152,751 |
| Accumulated depreciation (-) | -533 | -12,261 | -2,451 | -12,936 | -5,480 | 0 | -33,661 |
| Movements in intangible assets - financial year 2015 |
|||||||
| Intangible assets, opening balance | 2,698 | 4,872 | 9,708 | 12,879 | 88,934 | 0 | 119,091 |
| Gross amount | 3,230 | 17,132 | 12,159 | 25,815 | 94,414 | 0 | 152,751 |
| Accumulated depreciation (-) | -533 | -12,261 | -2,451 | -12,936 | -5,480 | 0 | -33,661 |
| Investments | 2 | 2,557 | 604 | 1,489 | 40 | 382 | 5,074 |
| Additions through business combinations | 44,186 | 1,290 | 759 | 5 | 601 | 46,841 | |
| Disposals (-) | 17 | -103 | -76 | -161 | |||
| Disposals through business disposals (-) | -897 | -897 | |||||
| Depreciations (-) | -1,789 | -2,487 | -6,298 | -2,344 | -12,918 | ||
| Foreign currency exchange increase (decrease) | -26 | -2 | -1 | -28 | |||
| Transfer from (to) other items | 10 | 10 | |||||
| Intangible assets, ending balance | 5 | 49,023 | 11,602 | 8,764 | 86,635 | 982 | 157,012 |
| Gross amount | 2,060 | 67,692 | 14,053 | 28,401 | 94,354 | 982 | 207,542 |
| Accumulated depreciation (-) | -2,054 | -18,669 | -2,451 | -19,637 | -7,719 | 0 | -50,530 |
The growth of the group's senior care activities accounts for most of the increase in intangible assets in 2015. The full consolidation of the French retirement home group Residalya in particular accounts for a substantial increase (39.6 million euros in total, mainly operating licenses). For the rest, this item consists largely of intangible assets which were reported in the consolidated balance sheet at year-end 2013 following the acquisition of control over DEME, intangible assets arising from the acquisitions of Anima Care, and software developments at Bank J.Van Breda & C°.
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Movements in goodwill | ||
| Goodwill, opening balance | 319,358 | 322,054 |
| Gross amount - fully consolidated participations | 331,436 | 330,859 |
| Accumulated impairment losses - fully consolidated participations (-) | -12,078 | -8,805 |
| Additions through business combinations * | 17,639 | 634 |
| Impairments through profit and loss (-) | -3,116 | -3,377 |
| Other increase (decrease) | 0 | 47 |
| Goodwill, ending balance | 333,882 | 319,358 |
| Gross amount - fully consolidated participations | 349,075 | 331,436 |
| Accumulated impairment losses - fully consolidated participations (-) | -15,193 | -12,078 |
(1) See Note 5 on Business Combinations for more details.
The acquisitions of Residalya, HGO and the residential care centre 'Home Scheut' by AvH, DEME and Anima Care respectively account for the increase in goodwill. In 2015, DEME recognized 3.1 million euros in goodwill impairments on companies in its environment division.
On balance, the goodwill is mainly attributable to Finaxis, DEME (following the acquisition of control at year-end 2013) and to the subsidiaries held by DEME, CFE, Van Laere, Anima Care and Residalya. It should be pointed out that this does not include the goodwill (clients) of 239.8 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, JM Finn & Co in 2011, and to a limited extent Oyens & Van Eeghen (end of 2015).
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.
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's branch office network, as well as the various industrial buildings within the group.
DEME directly invested 263.1 million euros in 2015 in the expansion and renewal of its fleet. In 2015, GeoSea, a subsidiary of DEME, acquired control over HGO and thereby gained full ownership of the jack-up vessels Innovation and Thor, as well as a number of pontoons. In the real estate segment, the 'Tangible assets' increased following the completion of the new residential care centre 'Aquamarijn' in Kasterlee.
The full consolidation of Residalya has a limited impact on the tangible assets, since it does not own the real estate of the residences that are operated. As at December 31, 2015, AvH held a 22.5% stake in Patrimoine & Santé, which will be increased to 71% by the end of January 2017 at the latest. Patrimoine & Santé will start contributing to the group results in 2016. Consequently, when accounted for using the equity method, the real estate at year-end 2015 is not yet reflected in the consolidated balance sheet of AvH.
The spin-off of Egemin Handling Automation had only a limited impact on this item since the finance lease of the office building is maintained by Agidens.
| (€ 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 |
| (€ 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 2015 |
|---|---|---|---|---|---|---|---|
| I. Movements in tangible assets - financial year 2015 |
|||||||
| Tangible assets, opening 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 | |||||
| Investments | 20,395 | 180,454 | 12,999 | 553 | 88,794 | 303,195 | |
| Additions through business combinations | 3,735 | 208,298 | 13,344 | 182 | 773 | 226,332 | |
| Disposals (-) | -3,975 | -7,883 | -1,076 | -1 | -148 | -13,084 | |
| Disposals through business disposals (-) | -107 | -1,376 | -185 | -593 | -2,261 | ||
| Depreciations (-) | -17,079 | -232,138 | -11,109 | -1,726 | -43 | -262,095 | |
| Impairments (-) | -2,463 | -817 | -3,280 | ||||
| Foreign currency exchange increase (decrease) | -278 | 136 | -28 | 877 | -130 | 577 | |
| Transfer from (to) other items | 12,080 | 2,129 | 639 | -111 | -14,746 | -9 | |
| Other increase (decrease) | 425 | 90 | 26 | 194 | 736 | ||
| Tangible assets, ending balance | 231,112 | 1,587,959 | 32,120 | 4,100 | 90,174 | 306 | 1,945,772 |
| Gross amount | 334,779 | 3,247,848 | 112,683 | 22,798 | 90,174 | 1,381 | 3,809,663 |
| Accumulated depreciation (-) | -101,180 | -1,659,889 | -79,745 | -18,699 | -1,075 | -1,860,588 | |
| Accumulated impairments (-) | -2,487 | -817 | -3,304 | ||||
| II. Other information | |||||||
| Finance leases | |||||||
| Net carrying amount of tangible assets under finance lease | 24,646 | 113,550 | 5,143 | 143,339 | |||
| Tangible assets acquired under finance lease | 59,790 | 789 | 60,579 |
| (€ 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 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 | 0 | ||||
| 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 |
| I. Movement in investment property at fair value - financial year 2015 |
|||||
| Investment property, opening balance | 696,301 | 0 | 33,860 | 18,137 | 748,298 |
| Gross amount | 696,301 | 0 | 33,860 | 18,137 | 748,298 |
| Investments | 10,105 | 26,119 | 36,223 | ||
| Additions through business combinations | 142,044 | 10,929 | 152,974 | ||
| Disposals (-) | -24,158 | -24,158 | |||
| Gains (losses) from fair value adjustments | 8,309 | 13,354 | 21,663 | ||
| Gains (losses) from fair value adjustments - remeasurement Tour&Taxis | 14,161 | 10,929 | 25,090 | ||
| Transfer from (to) other items | -16,833 | 21,509 | 10,378 | 15,054 | |
| Other increase (decrease) | -15,697 | -15,697 | |||
| Investment property, ending balance | 838,390 | 0 | 116,700 | 4,392 | 959,482 |
| Gross amount | 838,390 | 0 | 116,700 | 4,392 | 959,482 |
| (€ 1,000) | Leased buildings |
Operating lease as lessor - IAS 40 |
Development projects |
Total |
|---|---|---|---|---|
| II. Other information | ||||
| 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 | ||
| Rental income and operating expenses 2015 | ||||
| Rental income of investment property | 59,714 | 59,714 | ||
| Direct operating expenses (incl. repair & maintenance) of leased buildings | -2,503 | -2,503 | ||
| Direct operating expenses (incl. repair & maintenance) of non leased buildings | -808 | -808 | ||
| Acquisition obligations | ||||
| Contractual obligations for the acquisition of investment property 2014 | 0 | |||
| Contractual obligations for the acquisition of investment property 2015 | 0 |
| (€ 1,000) | Total 2015 |
Total 2014 |
|---|---|---|
| Breakdown of real estate revenue in the income statement | ||
| Sale of land parcels | 356 | 1,860 |
| Rental income | 59,714 | 49,918 |
| Other real estate services (a.o. real estate promotion revenues) | 58,983 | 52,382 |
| 119,053 | 104,160 | |
| Key figures - buildings in portfolio (excluding development projects) | ||
| Contractual rents | 55,240 | 50,940 |
| Rental yield (%) | 6.89% | 7.23% |
| Occupancy rate (%) | 95.96% | 96.24% |
| Average duration of the leases till first break (# years) | 4.84 | 5.08 |
The item 'Investment property' increased further to 959.5 million euros (including assets held for sale). Both Leasinvest Real Estate (with a.o. the acquisition of the Royal Warehouse building) and Extensa (by acquiring exclusive control over the Tour&Taxis site) continued to expand their portfolio in 2015.
In January 2015, Extensa acquired full control over the companies that own the Tour&Taxis site in Brussels through the acquisition of the remaining 50% of the shares from its joint venture partners. As a result of this acquisition, Extensa had to remeasure its original (50%) interest in Tour&Taxis to the transaction value. This had a positive impact of 42.1 million euros net. The goodwill corresponding to this capital gain amounts to 60.8 million euros (before the effect of deferred taxes), of which 25.1 million euros was allocated to leased buildings and project developments, and 35.7 million euros to the land portfolio. The additional 50% stake was measured at the same (transaction) value. See Note 5 'Business Combinations' for more details.
For the rest, the item 'Assets held for sale' consists mainly of a building of Leasinvest Real Estate.
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. Also the key figures cited above for leased buildings are the key figures of Leasinvest Real Estate, since 95% of the leased buildings are owned by LRE.
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) | 2015 | 2014 |
|---|---|---|
| Participations accounted for using the equity method | ||
| Marine Engineering & Infrastructure | 168,025 | 171,350 |
| Private Banking | 593,935 | 534,353 |
| Real Estate & Senior Care | 22,109 | 97,887 |
| Energy & Resources | 168,502 | 152,907 |
| Development Capital | 173,827 | 208,497 |
| AvH & subholdings | 10,850 | 4,025 |
| Total | 1,137,249 | 1,169,019 |
| (€ 1,000) | Equity value | Goodwill allocated |
Total 2015 |
2014 |
|---|---|---|---|---|
| Movements in participations accounted for using the equity method |
||||
| Participations accounted for using the equity method: opening balance | 1,077,879 | 91,140 | 1,169,019 | 1,136,367 |
| Additions | 41,418 | 4,050 | 45,468 | 8,513 |
| Additions through business combinations | 696 | 696 | 0 | |
| Disposals (-) | -23,250 | -7,367 | -30,617 | -58,202 |
| Share of profit (loss) from equity accounted investments | 110,289 | 261 | 110,549 | 126,819 |
| Impairments through profit and loss (-) | -6,016 | -2,815 | -8,831 | -22,912 |
| Foreign currency exchange increase (decrease) | 5,888 | 5,888 | 11,279 | |
| Impact of dividends distributed by the participations (-) | -42,548 | -42,548 | -38,983 | |
| Transfers (to) from other items | -124,872 | 2,534 | -122,338 | -2,694 |
| Other increase (decrease) | 9,963 | 9,963 | 8,832 | |
| Participations accounted for using the equity method: ending balance | 1,049,447 | 87,802 | 1,137,249 | 1,169,019 |
'Participations accounted for using the equity method' remains a substantial item, since it includes the group companies over which AvH has no exclusive control. This item is influenced a.o. by the results reported by those group companies, the dividends they pay out, and naturally also by sales (or purchases) by the group of shares in those companies. The decrease in this item compared to the previous year is partially attributable to changes in the consolidation scope: Hertel and Trasys were sold, the interest in Groupe Financière Duval was transferred to "Assets held for sale", and the stakes in the Tour&Taxis companies, which in previous years were jointly controlled, are now fully consolidated since the acquisition of exclusive control at the beginning of 2015.
The profit contribution from equity accounted companies was, on balance, 16.3 million euros lower than in 2014. This is due to several factors:
AvH applies the equity method to the jointly controlled subsidiaries Delen Investments (78.75%), ASCO-BDM (50%), Sipef (27.7%), Consortium Telemond (50%), Oriental Quarries & Mines (50%), the jointly controlled subsidiaries of Sofinim (Amsteldijk Beheer (37%), CKT Offshore (35.1%), Distriplus (37%), Hermes Finance (35.1%), Manuchar (22.2%), Turbo's Hoet Groep (37%)) and the GIB group (50%: Groupe Flo (23.6%)).
This balance sheet item also comprises the associated interests in Patrimoine & Santé (22.5%), Sagar Cements (18.6%) and the associated companies of Sofinim (Atenor (7.8%), Axe Investments (35.8%), Corelio (18.7%), Financière EMG (16.5%), MediaCore (36.9%) and Transpalux (33.3%)). For a more detailed description of the changes in the scope, see p. 133 'Segment reporting'.
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 2015, those companies would represent stock market values of 130.6 million euros, 19.6 million euros, 27.9 million euros and 21.5 million euros respectively.
The acquisition of control over Tour&Taxis by Extensa and over HGO by DEME resulted in a significant decrease in this item, since those companies are fully consolidated as from 2015.
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 166.3 million euros. DEME's main interests are in C-Power (11.7%) and Medco (44.1%).
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.
| (€ 1,000) | Fair value | Book value | |||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| Financial assets | |||||
| Financial assets held for trading | |||||
| Financial assets of the trading portfolio | 10 | 14 | 10 | 14 | |
| Available for sale financial assets | |||||
| Non-current financial assets available for sale | 101,491 | 148,847 | 101,491 | 148,847 | |
| Investments available for sale | 636,073 | 634,713 | 636,073 | 634,713 | |
| Receivables and cash | |||||
| Receivables and warranties | 159,894 | 135,498 | 159,894 | 135,498 | |
| Finance lease receivables | 167,764 | 164,582 | 157,706 | 154,348 | |
| Other receivables | 195,347 | 202,934 | 195,347 | 202,934 | |
| Trade debtors | 1,151,385 | 1,044,280 | 1,151,385 | 1,044,280 | |
| Time deposits for less than three months | 204,333 | 139,160 | 204,333 | 139,160 | |
| Cash | 500,654 | 783,066 | 500,654 | 783,066 | |
| Banks - receivables from credit institutions & clients | 4,236,263 | 3,920,479 | 3,900,062 | 3,569,868 | |
| Hedging instruments | 13,683 | 8,700 | 13,683 | 8,700 |
| (€ 1,000) | Fair value | Book value | |||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| Financial liabilities | |||||
| Financial liabilities valued at amortised cost | |||||
| Financial debts | |||||
| Bank loans | 1,112,527 | 1,017,812 | 1,087,544 | 994,596 | |
| Bonds | 430,377 | 419,918 | 417,040 | 404,110 | |
| Surbordinated loans | 2,295 | 3,448 | 2,200 | 3,287 | |
| Finance leases | 132,280 | 89,517 | 121,859 | 79,593 | |
| Other financial debts | 147,153 | 201,299 | 147,153 | 201,299 | |
| Other debts | |||||
| Trade payables | 1,281,046 | 1,181,419 | 1,281,046 | 1,181,419 | |
| Advances received | 4,138 | 1,617 | 4,138 | 1,617 | |
| Amounts payable regarding remuneration and social security | 188,642 | 139,022 | 188,642 | 139,022 | |
| Other amounts payable | 154,469 | 203,812 | 154,469 | 203,812 | |
| Banks - debts to credit institutions, clients & securities | 4,232,152 | 4,035,255 | 4,177,220 | 3,966,533 | |
| Hedging instruments | 121,333 | 90,877 | 121,333 | 90,877 | |
| (€ 1,000) | 2015 | 2014 | ||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Interest accrual |
Level 1 | Level 2 | Interest accrual |
|
| Financial assets | ||||||
| Financial assets held for trading | ||||||
| Financial assets of the trading portfolio | 10 | 14 | ||||
| Available for sale financial assets | ||||||
| Non-current financial assets available for sale | 70,425 | 31,066 | 51,799 | 97,049 | ||
| Investments available for sale | 627,767 | 1,661 | 6,644 | 622,391 | 3,970 | 8,352 |
| Receivables and cash | ||||||
| Finance lease receivables | 167,764 | 164,582 | ||||
| Banks - receivables from credit institutions & clients | 4,236,263 | 3,920,479 | ||||
| Hedging instruments | 13,683 | 8,629 | 71 | |||
| Financial liabilities | ||||||
| Financial debts | ||||||
| Bank loans | 1,112,527 | 1,017,812 | ||||
| Bonds | 394,573 | 35,804 | 398,353 | 21,566 | ||
| Surbordinated loans | 2,295 | 3,448 | ||||
| Finance leases | 132,280 | 89,517 | ||||
| Banks - debts to credit institutions, clients & securities | 4,232,152 | 4,035,255 | ||||
| Hedging instruments | 121,020 | 313 | 90,540 | 337 |
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 commercial margins on re-pricing and a percentage of early repayments are 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).
| (€ 1,000) | Realised gains (losses) |
Interest income (expense) |
Realised gains (losses) |
Interest income (expense) |
|---|---|---|---|---|
| 2015 | 2014 | |||
| Financial assets held for trading | ||||
| Available for sale financial assets | 75,013 | 6,869 | 26,182 | 8,555 |
| Receivables and cash | 19,968 | 24,546 | ||
| Hedging instruments | 305 | 1,205 | ||
| Banks - receivables from credit institutions & clients | 108,909 | 113,037 | ||
| Financial liabilities valued at amortised cost | -42,970 | -44,179 | ||
| Hedging instruments | -3,923 | -5,035 | ||
| Banks - debts to credit institutions, clients & securities | -35,063 | -43,426 |
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. CFE's order book for Africa has diminished due to a greater selectivity in the acceptance of projects. At year-end 2015, the CFE group still had a net claim of around 60 million euros against the Chadian government. The recovery of those receivables will also be a major challenge in 2016. 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.
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
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. Furthermore, the solvency of the tenants is screened on a regular basis by an external rating agency, and longterm lease agreements are sought to ensure a 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 and Residalya have a limited credit risk. Most residents pay by direct debit. Rents are billed in advance and debtors are closely monitored. Government grants are an important source of income.
Agidens 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.
| (€ 1,000) | Not expired |
Expired < 30 d |
Expired < 60 d |
Expired < 120 d |
Expired > 120 d |
|
|---|---|---|---|---|---|---|
| Total | ||||||
| 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 |
| Aging balance 2015 | ||||||
| Financial assets held for trading | 10 | 10 | ||||
| Available for sale financial assets | 737,564 | 737,564 | ||||
| Receivables | 1,664,332 | 1,144,829 | 82,102 | 45,299 | 170,304 | 221,799 |
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 in contracting for the most part relate to settlements and additional charges, but have yet to be included in the budgets or are to be 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 provided for 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 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 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 |
| Financial year 2015 | |||
| Accumulated impairments - opening balance | 0 | -71,590 | -44,284 |
| Changes in consolidation scope | -319 | ||
| Impairments recorded during the financial year | -807 | -13,438 | |
| Impairments reversed during the financial year | 252 | 6,050 | |
| Impairments cancelled during the financial year | 167 | 33 | |
| Foreign exchange impact | -144 | ||
| Transfers from(to) other items | 542 | -1,747 | |
| Accumulated impairments - ending balance | 0 | -71,436 | -53,849 |
The 'Available for sale financial assets' include accumulated impairments to a total amount of 71.4 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 the USD/Turkish lira in Turkey and the RON in Romania. In Turkey, Extensa has an exposure to the Turkish lira and a USD exposure on project margins from the sale of real estate. Those exchange rate risks are currently not hedged as Extensa reinvests the cash proceeds in new local development opportunities in USD and/or Turkish lira.
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, a cross-currency swap is concluded whereby the variability of the fair value of the asset is neutralized by fluctuations in the fair value of the swap. The variability of the net cash flows is mitigated by natural hedging, where the expenses in Swiss francs are balanced as much as possible with the income in Swiss francs.
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.
Agidens, with its worldwide operations, has a (limited) exchange rate exposure to the US dollar, British Pound, Swiss franc and Yuan, 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 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. 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 Bulgaria, 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 had already converted most of its intra-group financing of its Russian entities into long-term financing prior to 2015.
| Polish Zloty | 4.27 | 4.18 | 1 euro = x foreign currency |
|---|---|---|---|
| Closing rate | Average rate | Closing rate | Average rate | ||
|---|---|---|---|---|---|
| Australian Dollar | 1.49 | 1.48 | Qatari Rial | 3.96 | 4.04 |
| British Pound | 0.74 | 0.73 | Romanian Leu | 4.52 | 4.44 |
| Bulgarian Lev | 1.96 | 1.96 | Russian Ruble | 78.13 | 68.03 |
| CFA Franc | 655.96 | 655.96 | Singapore Dollar | 1.54 | 1.53 |
| Hungarian Forint | 315.38 | 309.96 | Tunesian Dinar | 2.21 | 2.18 |
| Indian Rupee | 71.94 | 71.43 | Turkish Lira | 3.18 | 3.02 |
| Moroccan Dirham | 10.80 | 10.81 | US Dollar | 1.09 | 1.11 |
| Nigerian Naira | 216.39 | 219.56 | Vietnamese Dong | 24.014.90 | 24.893.50 |
| Polish Zloty | 4.27 | 4.18 | 1 euro = x foreign currency | ||
| (€ 1,000) | Financial fixed assets |
Investments |
|---|---|---|
| Available for sale financial assets - financial year 2014 | ||
| 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 | |
| (€ 1,000) | Financial fixed assets |
Investments |
|---|---|---|
| Available for sale financial assets - financial year 2015 | ||
| Available for sale financial assets: opening 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 | |
| Additions | 11,439 | 338,685 |
| Additions through business combinations | ||
| Actuarial return | -7,915 | |
| Disposals (-) | -68,818 | -331,372 |
| Increase (decrease) through changes in fair value | 14,939 | 1,847 |
| Impairment losses recognized in the income statement (-) | -391 | -416 |
| Foreign currency exchange increase (decrease) | 1,822 | |
| Transfer from (to) other items | -4,348 | 416 |
| Other increase (decrease) | -177 | -1,708 |
| Available for sale financial assets: ending balance at fair value | 101,491 | 636,073 |
| Available for sale financial assets - carrying amount | 66,440 | 608,041 |
| Available for sale financial assets - adjustment to fair value | 35,051 | 21,388 |
| Available for sale financial assets - accrued interest | 6,644 |
The item 'Available for sale financial assets' consists approximately 70% of Leasinvest Real Estate's interest in the regulated real estate company Retail Estates.
In 2015, Leasinvest Real Estate participated in the capital increase of Retail Estates, and thus retained its interest of just over 10%. Rent-A-Port Energy participated in the capital increases of Rentel and Otary, while AvH subscribed to the capital increase of Euroscreen.
The disposals relate to Sofinim (Hertel preference shares) and to AvH, in particular a further decrease in the interest in Koffie F. Rombouts (to 9%).
The equity accounting of the 45% interest in Transpalux explains the item 'Transfer from (to) other items'.
The appreciation of the Retail Estates shares largely accounts for the increase in fair value by 14.9 million euros.
| The investments consist of: | Number of shares | Fair value |
|---|---|---|
| Investments portfolio Bank J.Van Breda & C° | 594,896 | |
| Hermes Universal Medium & Flexible and C+F Global Opportunities | 198,310 | 25,082 |
| Ageas | 278,284 | 11,911 |
| KBC | 20,000 | 1,153 |
| Atenor | 31,181 | 1,465 |
| Other | 1,565 | |
| 636,073 |
| The breakdown per segment of the fair value of the investments is as follows: | Fair value |
|---|---|
| Private Banking (mainly Bank J.Van Breda & C°) | 594,926 |
| AvH & subholdings | 39,681 |
| Development Capital | 1,465 |
| Marine Engineering & Infrastructure | 0 |
| Real Estate & Senior Care | 0 |
| Energy & Resources | 0 |
| 636,073 |
The risk profile of the investment portfolio has for years now deliberately been kept very low. The consolidated investment portfolio at year-end 2015 contains 86% government bonds (including government-guaranteed bonds) with a minimum Aa3 rating, 13% corporate bonds (including commercial paper), 1% financial bonds, and less than 1% shares. The investment portfolio 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.
| Composition of the investment portfolio 31/12/2015 | Rating | Remaining duration | |
|---|---|---|---|
| Government bonds Aaa | 34.6% | 2016 | 29.8% |
| Government bonds Aa1 | 8.6% | 2017 | 19.9% |
| Government bonds Aa2 | 17.8% | 2018 | 21.6% |
| Government bonds Aa3 | 25.4% | 2019 | 13.7% |
| Corporate bonds and commercial paper | 12.5% | 2020 | 10.2% |
| Financial bonds and perpetuals | 0.8% | > 2020 | 4.2% |
| Stocks and other | 0.3% | indefinite | 0.6% |
| (€ 1,000) | Fair value | Book value | ||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| I. Claims on credit institutions | ||||
| Domestic credit institutions | 48,253 | 34,470 | 48,249 | 34,471 |
| Foreign credit institutions | 36,900 | 30,161 | 36,900 | 30,160 |
| Accrued interests | 71 | 91 | 71 | 91 |
| Total credit institutions | 85,224 | 64,722 | 85,220 | 64,722 |
| II. Loans and advances to clients | ||||
| Bills and own acceptances | 6 | 6 | ||
| Investment credits and financing | 2,263,952 | 2,225,508 | 2,057,908 | 2,009,234 |
| Fair value adjustment of hedged loans (FV hedge) | 8,096 | 9,887 | 8,096 | 9,887 |
| Mortgage loans | 1,454,294 | 1,247,612 | 1,325,626 | 1,115,404 |
| Operating appropriations | 384,281 | 352,564 | 382,798 | 350,435 |
| Other | 4,883 | 11,090 | 4,881 | 11,090 |
| Accrued interests | 6,163 | 6,439 | 6,163 | 6,439 |
| Total clients | 4,121,669 | 3,853,106 | 3,785,472 | 3,502,495 |
| III. Cash balances with central banks | ||||
| Cash balances with central banks | 29,370 | 2,651 | 29,370 | 2,651 |
| Accrued interests | ||||
| Total cash balances with central banks | 29,370 | 2,651 | 29,370 | 2,651 |
| Total receivables from credit institutions and clients | 4,236,263 | 3,920,479 | 3,900,062 | 3,569,868 |
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:
The strong performance of the bank explains the significant increase of loans and advances to clients.
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 bank focuses on individuals and still has a relationship with self-employed customers from the past. The bank applies concentration limits per sector and maximum credit amounts per client. The credit portfolio of the Van Breda Car Finance (ABK bank) 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.
| (€ 1,000) | Not Expired |
Expired < 30 d |
30 d < expired < 60 d |
60 d < expired < 120 d |
120 d < expired |
Doubtful | |
|---|---|---|---|---|---|---|---|
| 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 | 0 | 0 | 0 | 0 | 0 |
| (€ 1,000) | Not expired |
Expired < 30 d |
30 d < expired < 60 d |
60 d < expired < 120 d |
120 d < expired |
Doubtful | |
|---|---|---|---|---|---|---|---|
| Total | |||||||
| Aging balance 2015 | |||||||
| Domestic credit institutions | 48,249 | 48,249 | |||||
| Foreign credit institutions | 36,900 | 36,900 | |||||
| Accrued interests | 71 | 71 | |||||
| Total credit institutions | 85,220 | 85,220 | 0 | 0 | 0 | 0 | 0 |
| Bills and own acceptances | 0 | 0 | |||||
| Investment credits and financing | 2,066,004 | 2,009,362 | 34,884 | 6,846 | 2,621 | 2,985 | 9,306 |
| Mortgage loans | 1,325,626 | 1,305,361 | 12,175 | 4,045 | 3,294 | 32 | 719 |
| Operating appropriations | 382,798 | 372,195 | 8,641 | 227 | 434 | 30 | 1,271 |
| Other | 4,881 | 4,881 | |||||
| Accrued interests | 6,163 | 6,163 | |||||
| Total clients | 3,785,472 | 3,697,962 | 55,700 | 11,118 | 6,349 | 3,047 | 11,296 |
| Total cash balances with central banks | 29,370 | 29,370 | 0 | 0 | 0 | 0 | 0 |
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| I. Inventories, net amount | 98,981 | 126,271 |
| Gross carrying amount | 100,884 | 130,663 |
| Raw materials and consumables | 35,655 | 45,851 |
| Unfinished products | 0 | 29 |
| Finished products | 0 | 119 |
| Goods purchased for sale | 232 | 2,370 |
| Immovable property acquired or constructed for resale | 64,997 | 82,294 |
| Depreciation and impairments (-) | -1,903 | -4,393 |
| Impairment on inventory through income statement during the financial year | -749 | -653 |
| Impairment on inventory reversed in the income statement during the financial year | 644 | 203 |
| II. Construction contracts | ||
| Amounts due from (to) customers under construction contracts, net | 418,079 | 149,234 |
| Amounts due from customers (including trade receivables) | 489,121 | 305,435 |
| Amounts due to customers (including trade debts) (-) | -71,042 | -156,201 |
| Prepayments received | -70,046 | -76,600 |
| Construction contracts on closing date | ||
| Amount of contract costs incurred and recognized profits less losses | 6,423,580 | 7,862,887 |
| Amount of contract revenue | -6,005,501 | -7,713,654 |
| Amounts withheld | 5,255 | 3,632 |
The real estate development projects of CFE are mainly contained in the item 'Immovable property acquired or constructed for resale'.
The construction & project contracts of CFE, DEME, Algemene Aannemingen Van Laere and Agidens 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 Tour&Taxis, Cloche d'Or 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 acquisition of Tour&Taxis accounts for the significant increase in this balance sheet item.
The progress of the work is defined based on the expenditures versus the estimated cost price of the entire project.
| (€ 1,000) | Minority % | Minority share in the AvH balance sheet |
Minority share in the profit for the period |
|||||
|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||
| I. Marine Engineering & Infrastructure | ||||||||
| CFE - DEME | 39.60% | 39.60% | 554,519 | 505,555 | 69,988 | 64,941 | ||
| II. Private Banking | ||||||||
| Finaxis | 21.25% | 21.25% | 53,664 | 53,627 | -191 | -183 | ||
| Bank J.Van Breda & C° | 21.25% | 21.25% | 74,252 | 69,460 | 8,668 | 7,627 | ||
| Delen Investments (1) | 21.25% | 21.25% | 100,364 | 86,517 | 22,133 | 19,936 | ||
| III. Real Estate & Senior Care | ||||||||
| Leasinvest Real Estate | 69.99% | 69.99% | 253,579 | 235,468 | 21,540 | 22,221 | ||
| IV. Development Capital (2) | ||||||||
| Sofinim and consolidated participating interests | 26.00% | 26.00% | 146,084 | 133,616 | 26,844 | 407 | ||
| Other | 25,812 | 12,930 | 4,195 | -796 | ||||
| Total | 1,208,273 | 1,097,172 | 153,175 | 114,152 |
(1) The joint control over Delen Investments led to it being accounted for using the equity method. Although the minority interests relating to JM Finn & Co are not visible in AvH's consolidated balance sheet due to being accounted for using the equity method, they are reported in this overview for the purpose of consistency with the consolidated financial statements of Delen Investments.
(2) 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.
| CFE | Bank J. Van Breda & C° |
Delen Investments |
Leasinvest Real Estate |
Development Capital |
|
|---|---|---|---|---|---|
| Revenue | 3,239,406 | 133,872 | 314,094 | 50,455 | 64,373 |
| Profit (loss) from operating activities | 228,905 | 58,725 | 128,660 | 48,158 | 57,578 |
| Finance result | -32,589 | -17,069 | 244 | ||
| Profit (loss) before tax | 223,075 | 60,446 | 128,660 | 31,089 | 35,320 |
| Profit (loss) of the period | 174,024 | 40,544 | 94,907 | 30,618 | 33,869 |
| at the level of the individual company | 174,024 | 40,544 | 94,907 | 30,618 | |
| - Minority interests | -937 | 65 | 2,490 | 0 | |
| - Share of the group | 174,961 | 40,479 | 92,417 | 30,618 | |
| at the level of AvH (1) | 178,158 | 40,544 | 94,907 | 31,462 | 33,869 |
| - Minority interests | 69,988 | 8,668 | 22,133 | 21,540 | 26,844 |
| - Share of the group | 108,171 | 31,876 | 72,774 | 9,922 | 7,025 |
(1) Including a limited number of consolidation adjustments
| 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
| CFE | Bank J. Van Breda & C° |
Delen Investments |
Leasinvest Real Estate |
Development Capital |
|
|---|---|---|---|---|---|
| at the level of the individual company | 166,255 | 38,942 | 95,861 | 48,901 | |
| Profit (loss) of the period | 174,024 | 40,544 | 94,907 | 30,618 | |
| - Minority interests | -937 | 65 | 2,490 | 0 | |
| - Share of the group | 174,961 | 40,479 | 92,417 | 30,618 | |
| Other comprehensive income | -7,769 | -1,602 | 954 | 18,283 | |
| - Minority interests | 703 | 0 | 0 | 0 | |
| - Share of the group | -8,472 | -1,602 | 954 | 18,283 | |
| at the level of AvH | 170,389 | 38,942 | 95,861 | 49,404 | |
| Profit (loss) of the period | 178,158 | 40,544 | 94,907 | 31,462 | 33,869 |
| - Minority interests | 69,988 | 8,668 | 22,133 | 21,540 | 26,844 |
| - Share of the group | 108,171 | 31,876 | 72,774 | 9,922 | 7,025 |
| Other comprehensive income | -7,769 | -1,602 | 954 | 17,942 | 1,548 |
| - Minority interests | -2,667 | -340 | 203 | 12,558 | 543 |
| - Share of the group | -5,102 | -1,262 | 751 | 5,384 | 1,006 |
| 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 |
| CFE | Bank J. Van Breda & C° |
Delen Investments |
Leasinvest Real Estate |
Development Capital |
|
|---|---|---|---|---|---|
| Non-current assets | 2,405,671 | 3,050,400 | 326,855 | 954,243 | 213,637 |
| Current assets | 1,896,488 | 1,667,433 | 1,763,309 | 22,059 | 343,390 |
| Non-current liabilities | 990,578 | 797,298 | 116,287 | 395,948 | 7,130 |
| Current liabilities | 1,877,181 | 3,418,777 | 1,390,876 | 217,944 | 27,306 |
| Equity | 1,434,400 | 501,758 | 583,001 | 362,410 | 522,591 |
| - Group share | 1,423,277 | 501,633 | 582,554 | 362,405 | 376,507 |
| - Minority interests | 11,123 | 125 | 447 | 5 | 146,084 |
| Dividend distributed to minority interests | -20,050 | -3,108 | -6,800 | -15,728 | -1,560 |
| 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 |
| Dividend distributed to minority interests | -11,529 | -2,695 | -6,460 | -14,169 | -1,560 |
| (€ 1,000) | < 1 year | 1 year < < 5 years |
> 5 years | Total 2015 |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2014 |
|---|---|---|---|---|---|---|---|---|
| Remaining term | Remaining term | |||||||
| I. Lessor - finance lease | ||||||||
| Total gross investment | 48,346 | 105,805 | 39,544 | 193,695 | 47,844 | 101,708 | 39,495 | 189,046 |
| Present value of minimum lease payments receivables | 42,208 | 92,727 | 21,229 | 156,164 | 41,416 | 89,690 | 21,299 | 152,405 |
| Unearned finance income | 37,531 | 36,641 | ||||||
| Accumulated allowance for uncollectible minimum lease payments | 4,525 | 4,203 | ||||||
| Lease debtors | 1,542 | 1,542 | 1,943 | 1,943 |
| (€ 1,000) | < 1 year | 1 year < < 5 years |
> 5 years | Total 2015 |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2014 |
|---|---|---|---|---|---|---|---|---|
| Remaining term | Remaining term | |||||||
| II. Lessor - operating lease | ||||||||
| 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 bank). 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) | < 1 year | 1 year < < 5 years |
> 5 years | Total 2015 |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2014 |
|---|---|---|---|---|---|---|---|---|
| Remaining term | Remaining term | |||||||
| III. Lessee - finance lease | ||||||||
| Minimum lease payments payable - gross | 22,253 | 82,543 | 29,316 | 134,112 | 10,732 | 40,956 | 36,424 | 88,112 |
| Minimum lease payments payable - interest (-) | -4,476 | -5,686 | -2,090 | -12,253 | -1,746 | -4,757 | -2,015 | -8,518 |
| Present value of minimum lease payments payable | 17,776 | 76,856 | 27,226 | 121,859 | 8,986 | 36,198 | 34,409 | 79,593 |
| Lease-payments payable for each class of tangible assets: Land and buildings |
17,306 | 17,730 | ||||||
| Plant, machinery and equipment | 100,603 | 60,497 | ||||||
| Furniture and vehicles | 3,950 | 1,366 |
| (€ 1,000) | < 1 year | 1 year < < 5 years |
> 5 years | Total 2015 |
< 1 year | 1 year < < 5 years |
> 5 years | Total 2014 |
|---|---|---|---|---|---|---|---|---|
| Remaining term | Remaining term | |||||||
| IV. Lessee- operating lease | ||||||||
| Future minimum lease payments under non-cancellable operating leases |
14,074 | 18,403 | 11,182 | 43,660 | 12,616 | 17,636 | 11,952 | 42,203 |
| Contingent rents recognized in the income statement | 10,883 | 15,984 |
Nearly 100 million euros of finance lease debts are attributable to vessels of DEME (Charlemagne, Victor Horta and the recent investment in the jack-up vessel Thor, following the acquisition of the offshore assets of Hochtief in 2015).
| (€ 1,000) | Warranty provisions |
Legal proceeding provisions |
Environmental provisions |
Provisions for restructuring |
Provisions for contractual obligations |
Other provisions |
|
|---|---|---|---|---|---|---|---|
| Total | |||||||
| 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 |
| (€ 1,000) | Warranty provisions |
Legal proceeding provisions |
Environmental provisions |
Provisions for restructuring |
Provisions for contractual obligations |
Other provisions |
|
|---|---|---|---|---|---|---|---|
| Total | |||||||
| Provisions - financial year 2015 | |||||||
| Provisions, opening balance | 15,180 | 5,258 | 99 | 2,721 | 0 | 108,586 | 131,844 |
| Additional provisions | 4,131 | 5,047 | 13,509 | 13,220 | 35,907 | ||
| Increase of existing provisions | 150 | 1 | 6 | 157 | |||
| Increase through business combinations (-) | 91 | 146 | 237 | ||||
| Amounts of provisions used (-) | -1,758 | -248 | -11,415 | -14,302 | -27,721 | ||
| Reversal of unused amounts of provisions (-) | -16 | -16 | |||||
| Decrease through business disposals (-) | -2,068 | -50 | -313 | -1,202 | -3,633 | ||
| Foreign currency exchange increase (decrease) | 3 | 3 | -10 | -4 | |||
| Transfer from (to) other items | -1,337 | -23 | -3,236 | 5,667 | 1,071 | ||
| Other increase (decrease) | 10 | 313 | -582 | -258 | |||
| Provisions, ending balance | 14,311 | 10,076 | 99 | 1,582 | 0 | 111,515 | 137,583 |
The acquisition of control over CFE at year-end 2013 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 the course of 2014, 7.5 million euros (group share 4.5 million euros) was reversed because the risks in question at CFE were either no longer present or were reported in CFE's own financial statements. This amount was further reduced in 2015 by 3.5 million euros (group share 2.1 million euros).
The 'Other provisions' consist of provisions for negative equity consolidation values to the amount of 34,1 million euros.
| (€ 1,000) | < 1 year | 1 year < < 5 year |
> 5 year | Total 2015 |
< 1 year | 1 year < < 5 year |
> 5 year | Total 2014 |
|---|---|---|---|---|---|---|---|---|
| Remaining term | Remaining term | |||||||
| I. Financial debts | ||||||||
| Bank loans | 274,998 | 658,280 | 154,266 | 1,087,544 | 242,377 | 686,471 | 65,747 | 994,596 |
| Bonds | 396,562 | 20,478 | 417,040 | 396,880 | 7,230 | 404,110 | ||
| Subordinated loans | 1,250 | 950 | 2,200 | 300 | 2,987 | 3,287 | ||
| Finance leases | 17,776 | 76,866 | 27,217 | 121,859 | 8,986 | 33,698 | 36,909 | 79,593 |
| Other financial debts | 146,118 | 675 | 360 | 147,153 | 200,395 | 726 | 178 | 201,299 |
| Total | 438,892 | 1,133,633 | 203,271 | 1,775,796 | 451,759 | 1,118,075 | 113,052 | 1,682,885 |
The financial debts, after intercompany elimination, relate to the following segments:
| ST | LT | |
|---|---|---|
| Marine Engineering & Infrastructure | 114,692 | 719,720 |
| Real Estate & Senior Care | 292,031 | 614,084 |
| Energy & Resources | 0 | 0 |
| Development Capital | 1,454 | 6,384 |
| AvH & subholdings | 291,143 | 0 |
| Intercompany | -260,429 | -3,283 |
| 438,892 | 1,336,904 |
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. 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 (7.9 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 2015 by 9.7 million euros and to reduce the financial debt by 1 million euros. 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 already 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 3.0 years at year-end 2015 (compared to 3.2 years at year-end 2014).
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. Residalya tapped external sources of funding in 2015, including a retail bond, and repaid the shareholder loan.
The Development Capital segment reported financial debts are entirely attributable to the lease debt of Agidens for the main building.
In 2015 AvH repaid in advance the remaining portion of the long-term debt it had incurred at the end of 2013 to finance the acquisition of control over CFE.
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 260.4 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.
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| 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 |
||
| Bank loans | 646,189 | 558,903 |
| Finance leases | 265 | 0 |
| Other financial debts | 26,591 | 34,487 |
| Total | 673,046 | 593,390 |
| (€ 1,000) | Fair value | Book value | ||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| I. Debts to credit institutions | ||||
| Current accounts / overnight deposits | 9,728 | 3,046 | 9,728 | 3,046 |
| Deposits with agreed maturity | 32,283 | 9,397 | 32,254 | 9,339 |
| Repurchase agreements | 0 | 0 | 0 | 0 |
| Other deposits | 0 | 39 | 0 | 39 |
| Accrued interests | 25 | 8 | 25 | 8 |
| Total | 42,036 | 12,490 | 42,007 | 12,432 |
| II. Debts to clients | ||||
| Current accounts / overnight deposits | 1,631,474 | 1,589,705 | 1,631,474 | 1,589,705 |
| Deposits with agreed maturity | 1,521,663 | 1,409,912 | 1,476,878 | 1,353,594 |
| Special deposits | 43,750 | 33,627 | 43,750 | 33,627 |
| Regulated deposits | 723,742 | 702,955 | 723,742 | 702,955 |
| Other deposits | 5,612 | 32,859 | 5,610 | 32,860 |
| Deposit guarantee system | 0 | 0 | 0 | 0 |
| Accrued interests | 21,032 | 23,187 | 21,032 | 23,187 |
| Total | 3,947,273 | 3,792,245 | 3,902,486 | 3,735,928 |
| III. Securities including bonds | ||||
| Certificates of deposits | 166,286 | 138,798 | 166,174 | 138,652 |
| Customer saving certificates | 8 | 9 | 8 | 8 |
| Non-convertible securities | 0 | 0 | 0 | 0 |
| Accrued interests | 0 | 0 | 0 | 0 |
| Total | 166,294 | 138,807 | 166,182 | 138,660 |
| IV. Subordinated liabilities | ||||
| Subordinated liabilities | 75,278 | 90,099 | 65,274 | 77,899 |
| Accrued interests | 1,271 | 1,614 | 1,271 | 1,614 |
| Total | 76,549 | 91,713 | 66,545 | 79,513 |
| Total debts to credit institutions, clients and securities | 4,232,152 | 4,035,255 | 4,177,220 | 3,966,533 |
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 shortterm 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 655 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-todeposit ratio and applies strict limits to this ratio between client credit portfolio
In the below table the assets and liabilities are grouped by maturity period.
and client deposits, which at year-end 2015 stood at 99%. Dependence on external institutional financing is kept to a minimum and in 2015 accounted for only 4.4% of total assets.
Two new liquidity ratios were introduced in the Basel III regulations and the CRR/CRD IV directive:
At year-end 2015, those ratios stood at 197% and 128% 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 bank's liquidity risk is monitored constantly by means of proactive treasury management, within the lines defined by the 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 longterm volume prognoses.
| (€ 1,000) | ≤ 1 month | 1-3 months | 3-12 months | 1-5 years | 5-10 years | > 10 years | Indefinite |
|---|---|---|---|---|---|---|---|
| 31/12/2015 | |||||||
| Assets | 450,000 | 265,000 | 625,000 | 1,919,000 | 941,000 | 451,000 | 74,000 |
| Liabilities | -234,000 | -188,000 | -1,638,000 | -1,972,000 | -102,000 | 0 | -142,000 |
| Derivatives | 0 | -1,000 | -3,000 | -8,000 | 3,000 | 0 | 0 |
| Liquidity Gap | 216,000 | 76,000 | -1,016,000 | -61,000 | 842,000 | 451,000 | -68,000 |
| Derivatives Liquidity Gap |
0 39,000 |
-1,000 27,000 |
-2,000 -418,000 |
-7,000 -299,000 |
-1,000 724,000 |
0 418,000 |
0 -107,000 |
|---|---|---|---|---|---|---|---|
| Liabilities | -442,000 | -184,000 | -1,024,000 | -2,090,000 | -136,000 | 0 | -194,000 |
| Assets | 481,000 | 212,000 | 608,000 | 1,798,000 | 861,000 | 418,000 | 87,000 |
| 31/12/2014 |
The table above takes into account internal assumptions for deposits without maturity date.
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:
| (€ 1,000) | Earnings Equity value sensitivity sensitivity |
Impact of an immediate increase of the yield curve with 100 base points (1%) on: |
2015 | 2014 | |
|---|---|---|---|---|---|
| Rate non-sensitive current accounts | 60 months | The interest result | 2,475 | ||
| Rate sensitive current accounts | 1 day | (earnings sensitivity) | 809 | ||
| 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) | -27,728 | -9,983 |
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
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 fixedinterest 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 2014.
All interest rate risk limits were more than adequately observed during 2015.
| Impact of an immediate increase of the yield curve with 100 base points (1%) on: |
2015 | 2014 |
|---|---|---|
of the group becomes visible.
| (€ 1,000) | ≤ 1 month | 1-3 months | 3-12 months | 1-5 years | 5-10 years | > 10 years | Indefinite |
|---|---|---|---|---|---|---|---|
| 31/12/2015 | |||||||
| Assets | 575,000 | 515,000 | 810,000 | 2,052,000 | 453,000 | 240,000 | 77,000 |
| Liabilities | -228,000 | -185,000 | -2,608,000 | -1,089,000 | -99,000 | 0 | -30,000 |
| Derivatives | 206,000 | 133,000 | -13,000 | -111,000 | -215,000 | 0 | 0 |
| Interest Gap | 553,000 | 463,000 | -1,811,000 | 852,000 | 139,000 | 240,000 | 47,000 |
| Interest Gap | 430,000 | 341,000 | -882,000 | 206,000 | 146,000 | 179,000 | 33,000 |
|---|---|---|---|---|---|---|---|
| Derivatives | 241,000 | 44,000 | -68,000 | -122,000 | -95,000 | 0 | 0 |
| Liabilities | -412,000 | -180,000 | -1,617,000 | -1,618,000 | -131,000 | 0 | -58,000 |
| Assets | 601,000 | 477,000 | 803,000 | 1,946,000 | 372,000 | 179,000 | 91,000 |
| 31/12/2014 |
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 interest rate swaps. The expiration dates of the interest rate coverage fall between 2016 and 2024. The duration amounted to 6.58 years at the end of 2015 (2014: 6.13 years).
At year-end 2015, 28% of Extensa's credits were hedged. On the basis of the real estate sales planned in Belgium and Luxembourg in the next 24 months and the resulting repayments, a hedging rate of at least 50% is proposed again. As 50 million euros worth of hedges (of a total of 75 million euros) are due to mature at year-end 2017, the hedging policy will have to be reviewed in 2016.
Anima Care covers its interest rate risk by borrowing against a fixed interest rate to the maximum extent. At the end of 2015, the outstanding balance in loans with a variable interest rate represented 8.2% of the total financial debt. Of Residalya's financial debts, 84% are at fixed interest rates or hedged.
The Development Capital segment reported financial debts are entirely attributable to the lease debt of Agidens for the main building. Agidens'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 commercial paper issued by AvH (30.5 million euros). At year-end 2015, there were no outstanding interest rate hedging instruments.
If Euribor rises by 50 BP this will mean an interest charge increase of 4.2 million euros (CFE-DEME), 1.4 million euros (Extensa), 0.5 million euros (Leasinvest Real Estate), 0.02 million euros (Anima Care), 0.02 million euros (Residalya) and 0.2 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) | Notional amount 2015 |
Book value 2015 |
Notional amount 2014 |
Book value 2014 |
|---|---|---|---|---|
| I. Interest rate hedges | ||||
| Assets | ||||
| Fair value hedges - Bank J.Van Breda & C° | 65,000 | 1,179 | ||
| Cash flow hedges | ||||
| Hedging instruments that do not meet the requirements of cash flow hedging | 185,750 | 1,783 | 176,750 | 2,296 |
| Accrued interest | 71 | |||
| Total | 2,962 | 2,367 | ||
| Liabilities | ||||
| Fair value hedges - Bank J.Van Breda & C° | 290,221 | -10,487 | 309,052 | -12,029 |
| Cash flow hedges | 917,733 | -56,794 | 891,806 | -59,808 |
| Hedging instruments that do not meet the requirements of cash flow hedging | 42,150 | -766 | 30,273 | -294 |
| Accrued interest | -313 | -338 | ||
| Total | -68,360 | -72,469 | ||
| II. Currency hedges | ||||
| Assets | 201,418 | 10,722 | 283,547 | 6,333 |
| Liabilities | 816,779 | -5,736 | 466,933 | -10,784 |
| 4,985 | -4,450 | |||
| III. Commodity risks | ||||
| Assets | 0 | 0 | ||
| Liabilities | -47,237 | -7,624 | ||
| -47,237 | -7,624 | |||
| Reconciliation with consolidated balance sheet | Asset side | Asset side | ||
| Non-current hedging instruments | 4,228 | 2,946 | ||
| Current hedging instruments | 9,455 | 5,754 | ||
| 13,683 | 8,700 | |||
| Liability side | Liability side | |||
| Non-current hedging instruments | -85,145 | -66,308 | ||
| Current hedging instruments | -36,188 | -24,569 | ||
| -121,333 | -90,877 |
The interest rate risk of Bank J.Van Breda & C° and the other fully consolidated participations is discussed on page 164.
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.
See page 153 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 &
The table below gives an overview of the relevant financial instruments used at DEME and CFE:
| (€ 1.000) | Notional value | Fair value | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| USD | SGD Singapore Dollar |
GBP Pound |
RUB Ruble |
Other | Total | USD | SGD Singapore Dollar |
GBP Pound |
RUB Ruble |
Other | Total | |
| Term purchases | 101,073 | 52,936 | 5,461 | 5,401 | 18,546 | 183,417 | 2,213 | 299 | -91 | -394 | 378 | 2,405 |
| Term sales | 363,814 | 357,064 | 14,010 | 12,087 | 50,145 | 797,120 | -4,259 | 1,619 | 129 | 3,464 | 1,396 | 2,349 |
Commodity risks are also linked to DEME, which hedges against oil price fluctuations by entering into forward contracts.
| (€ 1,000) | Assets 2015 | Liabilities 2015 | Net 2015 | Assets 2014 | Liabilities 2014 | Net 2014 |
|---|---|---|---|---|---|---|
| Intangible assets | 0 | 43,051 | -43,051 | 112 | 33,189 | -33,077 |
| Tangible assets | 11,282 | 105,245 | -93,963 | 9,544 | 96,145 | -86,602 |
| Investment property | 0 | 12,983 | -12,983 | 0 | 247 | -247 |
| Investments | -475 | 1,464 | -1,939 | -688 | 2,034 | -2,722 |
| Employee benefits | 11,721 | 867 | 10,854 | 12,731 | 3,301 | 9,431 |
| Provisions | 692 | 35,479 | -34,787 | 2,564 | 29,520 | -26,956 |
| Financial derivative instruments | 4,690 | -513 | 5,202 | 5,619 | -807 | 6,426 |
| Working capital items | 45,962 | 72,403 | -26,441 | 41,513 | 18,743 | 22,771 |
| Tax losses and tax credits / deduction for investment |
91,026 | -1,367 | 92,393 | 82,710 | -1,029 | 83,739 |
| Set-off | -51,626 | -51,626 | 0 | -24,118 | -24,118 | 0 |
| Total | 113,272 | 217,986 | -104,714 | 129,988 | 157,226 | -27,238 |
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Unrecognized receivables following tax losses | 99,091 | 72,412 |
| Other unrecognized deferred tax assets (1) | 20,162 | 21,279 |
| Total | 119,253 | 93,691 |
(1) 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.
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Current income tax expense, net | ||
| Current period tax expense | -61,718 | -77,953 |
| Adjustments to current tax of prior periods | 4,119 | 1,251 |
| Total | -57,599 | -76,702 |
| Deferred taxes, net | ||
| Origination and reversal of temporary differences | -49,911 | -10,369 |
| Additions (use) of tax losses | -453 | -995 |
| Other deferred taxes | -83 | -269 |
| Total | -50,447 | -11,633 |
| Total current and deferred tax (expenses) income | -108,046 | -88,335 |
| Profit (loss) before taxes | 546,442 | 416,132 |
|---|---|---|
| Profit (loss) of participations accounted for using the equity method (-) | -110,549 | -126,819 |
| Profit (loss) before taxes, excluding result from participations accounted for using the equity method | 435,892 | 289,312 |
| Statutory tax rate (%) | 33.99% | 33.99% |
| Tax expense using the statutory tax rate | -148,160 | -98,337 |
| Tax effect of rates in other jurisdictions | 8,853 | 7,161 |
| Tax effect of tax-exempt revenues | 47,916 | 21,204 |
| Tax effect of non-deductible expenses | -19,872 | -13,854 |
| Tax effect of tax losses | -11,076 | -14,638 |
| Tax effect from (under) or over provisions in prior periods | 2,191 | 2,511 |
| Other increase (decrease) | 12,100 | 7,620 |
| Tax expense using the effective tax rate | -108,046 | -88,335 |
| Profit (loss) before taxes | 546,442 | 416,132 |
| Profit (loss) of participations accounted for using the equity method (-) | -110,549 | -126,819 |
| Profit (loss) before taxes, excluding result from participations accounted for using the equity method | 435,892 | 289,312 |
| Effective tax rate (%) | 24.79% | 30.53% |
In the interpretation of the "Income taxes" item (108.0 million euros), account should be taken of the fact that i) 110.5 million euros profit is contributed from equity accounting, and that the taxes charged on that are not visible, and that ii) 18.7 million euros in deferred taxes were recognized as a result of the remeasurement following the acquisition of exclusive control over Tour&Taxis pursuant to IFRS 3. 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 |
|---|---|---|---|---|---|---|
| 2007 | 45,000 | -24,000 | 21,000 | 62.12 | 01/01/2011 - 08/01/2015 + 5y | |
| 2008 | 46,500 | -8,000 | -2,000 | 36,500 | 66.05 | 01/01/2012 - 02/01/2016 + 5y |
| 2009 | 49,500 | -47,000 | -2,000 | 500 | 37.02 | 01/01/2013 - 05/01/2017 |
| 2010 | 49,000 | -28,000 | -2,000 | 19,000 | 52.05 | 01/01/2014 - 04/01/2018 |
| 2011 | 49,000 | -9,500 | -2,500 | 37,000 | 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 | ||
| 2015 | 50,500 | 50,500 | 100.23 | 01/01/2019 - 05/01/2023 | ||
| 435,500 | -116,500 | -8,500 | 310,500 |
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 2007-2015 (measured at the fair value when granted) amounts to 4.6 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 (€) |
|---|---|---|---|---|---|---|
| 2007 | 66.90 | 1.35% | 22.05% | 4.04% | 5.75 | 21.74 |
| 2008 | 65.85 | 1.75% | 20.24% | 4.34% | 5.90 | 17.78 |
| 2009 | 37.02 | 2.66% | 42.84% | 3.39% | 6.50 | 15.47 |
| 2010 | 52.23 | 2.66% | 34.34% | 3.28% | 7.29 | 16.53 |
| 2011 | 63.80 | 2.26% | 23.42% | 2.82% | 7.22 | 15.77 |
| 2012 | 58.99 | 3.26% | 31.65% | 2.14% | 7.40 | 15.13 |
| 2013 | 63.62 | 3.26% | 25.00% | 1.27% | 7.84 | 11.26 |
| 2014 | 83.69 | 2.27% | 21.00% | 1.78% | 7.79 | 15.35 |
| 2015 | 101.35 | 2.19% | 19.00% | 0.47% | 7.79 | 13.76 |
In 2015, 50,500 new stock options were granted with an exercise price of 100.23 euros per share. The fair value when granted was fixed at 0.7 million euros and is recorded in the profit and loss account over the vesting period of 4 years. To hedge those obligations and the options that were offered at the beginning of 2016, AvH (together with subsidiary Brinvest) had a total of 357,000 shares in portfolio.
The beneficiaries of the option plans of Van Laere, Delen Private Bank, Bank J.Van Breda & C°, BDM-ASCO and Distriplus have a put option on the respective parent companies Anfima, Delen Investments, Finaxis, AvH and Sofinim (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 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 plans of the fully consolidated subsidiaries as of 31 December 2015 amounts to 10.7 million euros, included in the other longterm debts.
In 2015, AvH sold 85,500 treasury shares and purchased 62,500 shares as part of the stock option plan for its personnel. As at December 31, 2015, there were a total of 310,500 stock options outstanding. To hedge those obligations and the options that were offered at the beginning of 2016, AvH (together with subsidiary Brinvest) had a total of 357,000 shares in portfolio.
In addition, 557,080 AvH shares were purchased and 557,492 AvH shares sold in 2015 as part of the agreement that AvH has 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 412 AvH shares in this context has an impact on AvH's equity.
| Treasury shares as part of the stock option plan |
2015 | 2014 | Treasury shares as part of the liquidity agreement |
|---|---|---|---|
| Treasury shares as part of the stock option plan |
2015 | 2014 | Treasury shares as part of the liquidity agreement |
2015 | 2014 |
|---|---|---|---|---|---|
| Opening balance | 380,000 | 358,500 | Opening balance | 2,544 | 3,025 |
| Acquisition of treasury shares | 62,500 | 56,000 | Acquisition of treasury shares | 557,080 | 694,218 |
| Disposal of treasury shares | -85,500 | -34,500 | Disposal of treasury shares | -557,492 | -694,699 |
| Ending balance | 357,000 | 380,000 | Ending balance | 2,132 | 2,544 |
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Amount of personal guarantees, given or irrevocably promised by the enterprises included in the consolidation, as security for debts or commitments |
299,268 | 182,388 |
| 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 |
498,762 | 379,945 |
| 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 |
16,301 | 16,516 |
| Commitments to acquire fixed assets | 91,466 | 34,952 |
| Commitments to dispose of fixed assets | 247,965 | 239,482 |
| Rights and commitments not reflected in the balance sheet of banks (Bank J.Van Breda & C°) | ||
| - Loan commitments | 323,399 | 323,883 |
| - Financial guarantees | 73,819 | 62,266 |
| - Repo transactions + collateral | 89,680 | 101,835 |
The personal guarantees in 2015 are represented by 45.6 million euros in guarantees for Extensa real estate projects, 79.0 million euros in guarantees for construction and parking sites of Algemene Aannemingen Van Laere, 4.6 million euros in guarantees for Agidens projects and 13.3 million euros in the scope of Rent-A-Port development projects. The balance of 156.8 million euros mainly concerns guarantees entered into by AvH & subholdings (including development capital) relating to the sale of participations (this also explains the increase on 2014).
The real guarantees concern 272.9 million euros in guarantees put up by Extensa in relation to its activities in land and real estate development. In addition, there are 192.5 million euros in guarantees from Anima Care for real estate financing, 8.7 million euros from Residalya in connection with acquisitions, and 7.9 million euros from NMP in pledge for transport agreements. The balance is for guarantees from Algemene Aannemingen Van Laere (16.8 million euros).
The subcontractors of Algemene Aannemingen Van Laere have provided guarantees totalling 16.3 million euros.
The commitments to acquire fixed assets concern options as part of stock option plans or options as part of shareholders' agreements (50.8 million euros). Rent-A-Port (1.8 million euros), Residalya (12.9 million euros) and the commitment to acquire shares of Patrimoine & Santé (26.0 million euros) make up the balance.
The commiments to dispose of fixed assets are for call options (including conditional options) on the assets of AvH & subholdings (including Development Capital) for the amount of 200.1 million euros. The agreed purchase options on lease contracts and on investment property for Extensa Group and Leasinvest Real Estate explain the remaining 47.9 million euros.
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Commitments | ||
| Performance guarantees and performance bonds (1) | 905,798 | 903,231 |
| Bid bonds (2) | 11,292 | 9,916 |
| Repayment of advance payments (3) | 21,241 | 19,731 |
| Retentions (4) | 41,985 | 22,365 |
| Deferred payments to subcontractors and suppliers (5) | 77,405 | 5,220 |
| Other commitments given - including 141,791 of corporate guarantees at DEME | 210,666 | 239,354 |
| 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 (6) |
313,247 | 354,054 |
| Total | 1,581,634 | 1,553,871 |
| Rights | ||
| Performance guarantees and performance bonds | 102,720 | 61,403 |
| Other commitments received | 2,110 | 43,346 |
| Total | 104,830 | 104,749 |
(1) 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.
(2) Guarantees provided as part of tenders.
(3) Guarantees provided by a bank to a customer guaranteeing the repayment of advance payments in relation to contracts (mainly at DEME).
(4) Security provided by a bank to a client to replace the use of retention money.
(5) Guarantee covering the settlement of a liability to a supplier or subcontractor.
(6) Collateral security worth 313 million euros at DEME as part of the financing for the fleet.
| 2015 | 2014 | |
|---|---|---|
| Employees | 6,626 | 5,326 |
| Workers | 4,745 | 4,770 |
| Total | -725,540 | -723,794 |
|---|---|---|
| Share based payment | -4,077 | -4,096 |
| Pension expenses (defined contribution and defined benefit plans) | -13,711 | -14,953 |
| Remuneration and social charges | -707,752 | -704,746 |
| (€ 1,000) | 2015 | 2014 |
The full consolidation of Residalya and the sale of Egemin Handling Automation had the largest impact on the headcount. At the headquarters of Ackermans & van Haaren 31 persons are employed. A pro forma headcount of 22,077 is cited in the separate annex "2015 Key Figures". This pro forma figure comprises the staff of all participations held by the AvH group, and therefore deviates from the average headcount reported above based on the IFRS consolidation, which was drawn up on the basis of the consolidation scope reported on pages 123 to 131. In this pro forma presentation, all (exclusive) control interests are incorporated in full and the other interests proportionally.
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Defined benefit pension plans | -41,361 | -42,654 |
| Other pension obligations (early retirement) | -4,485 | -4,009 |
| Total pension obligations | -45,846 | -46,664 |
| Total pension assets | 2,904 | 3,624 |
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| 1. Amounts as recorded in the balance sheet | ||
| Net funded defined benefit plan (obligation) asset | -38,458 | -39,030 |
| Present value of wholly or partially funded obligations (-) | -171,368 | -167,125 |
| Fair value of plan assets | 132,909 | 128,095 |
| Defined benefit plan (obligation) asset, total | -38,458 | -39,030 |
| Liabilities (-) | -41,361 | -42,654 |
| Assets | 2,904 | 3,624 |
| Movements in plan assets (obligations) as recorded in the balance sheet | ||
| Net defined benefit plan asset (obligation) recorded in the balance sheet, opening balance | -39,030 | -39,213 |
| Increase from business combinations | 0 | |
| Net defined benefit cost recorded in the income statement | -7,058 | -6,905 |
| Net defined benefit cost recorded in 'Other Comprehensive Income' | -395 | -561 |
| Contributions from employer / employee | 7,212 | 7,897 |
| Other increase (decrease) | 812 | -248 |
| Net defined benefit plan asset (obligation) recorded in the balance sheet, ending balance | -38,458 | -39,030 |
| 2a. Net cost recorded in the income statement | -7,058 | -6,905 |
| Current service cost | -6,411 | -5,417 |
| Interest cost | -3,691 | -4,768 |
| Interest income on plan assets (-) | 2,933 | 3,713 |
| Past service cost | 112 | -434 |
| 2b. Net cost recorded in 'Other Comprehensive Income' | -395 | -561 |
| Actuarial gains/(losses) recognised in 'Other Comprehensive Income' | -4,019 | -20,298 |
| Return on plan assets, excluding interest income (-) | 4,236 | 17,930 |
| Exchange differences | 0 | 0 |
| Other | -612 | 1,807 |
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| 3a. Movements in defined benefit plan obligations | ||
| Defined benefit plan obligations recorded in the balance sheet, opening balance | -167,125 | -145,208 |
| Decrease through business disposals | 1,805 | 0 |
| Current service cost | -6,411 | -5,417 |
| Interest cost | -3,691 | -4,768 |
| Contributions from employee | -1,055 | -987 |
| Benefit payments (-) | 7,943 | 10,464 |
| Remeasurement (gains)/losses (net) | -4,019 | -20,298 |
| 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 | -4,410 | -20,788 |
| of which: actuarial (gains)/losses on DBO arising from experience | 391 | 491 |
| Past service cost | -24 | -1,641 |
| Other increase (decrease) | 1,210 | 728 |
| Defined benefit plan obligations recorded in the balance sheet, ending balance | -171,368 | -167,125 |
| 3b. Movements in plan assets | ||
| Fair value of the plan assets, opening balance | 128,095 | 105,995 |
| Decrease through business disposals | -1,220 | 0 |
| Return on plan assets excluding interest income | 4,236 | 17,930 |
| Interest income on plan assets | 2,933 | 3,713 |
| Contributions from employer / employee | 7,500 | 8,203 |
| Benefit payments (-) | -7,617 | -9,017 |
| Other increase (decrease) | -1,018 | 1,272 |
| Fair value of the plan assets, ending balance | 132,909 | 128,095 |
| 4. Principal actuarial assumptions | ||
| Discount rate used | 2.1% | 2.3% |
| Expected rate of salary increase | 2.8% < 60y - 1.8% > 60y | 2.8%<60y - 1.8% > 60y |
| Inflation | 1.8% | 1.8% |
| Mortality tables | MR/FR | MR/FR |
| 5. Other information | ||
| Term (in years) | 13.54 | 12.60 |
| Average actual return on plan assets | 5.8% | 22.0% |
| Expected contribution in next financial year | 7,458 | 7,789 |
| 6. Sensitivity analysis | ||
| Discount rate | ||
| 25 base point increase | -3.7% | -3.3% |
| 25 base point decrease | +3.4% | +3.6% |
| Expected rate of salary increase | ||
| 25 base point increase | +2.0% | +2.5% |
| 25 base point decrease | -2.2% | -0.3% |
Like the other pension plans (primarily AvH and ABK bank), the pension plans of CFE/DEME 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, other information and sensitivity analysis. The high return on the pension assets in 2014 was 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.
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Total charges recognized in the income statement | -8,900 | -9,261 |
These 'defined contribution' pension plans were taken out primarily for the benefit of employees of DEME, CFE, Bank J.Van Breda & C°, Agidens, and AvH & subholdings.
These plans are underwritten by insurers in class 21 (life insurance policies with
guaranteed interest rate). 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 79 million euros.
| (€ 1,000) | Financial year 2015 | Financial year 2014 | ||||||
|---|---|---|---|---|---|---|---|---|
| Subsidiaries | participations Associated |
related parties Other |
TOTAL 2015 | Subsidiaries | participations Associated |
related parties Other |
TOTAL 2014 | |
| I. Assets with related parties - balance sheet | ||||||||
| Financial fixed assets | 27,554 | 0 | 0 | 27,554 | 23,994 | 0 | 0 | 23,994 |
| Receivables and warranties: gross amount | 27,554 | 27,554 | 28,994 | 28,994 | ||||
| Receivables and warranties: impairments | 0 | -5,000 | -5,000 | |||||
| Amounts receivable | 66,609 | 9,453 | 873 | 76,935 | 76,894 | 11,460 | 0 | 88,354 |
| Trade debtors | 5,404 | 264 | 5,668 | 2,191 | 1,955 | 4,147 | ||
| Other receivables: gross amount | 66,205 | 9,189 | 873 | 76,267 | 79,703 | 9,504 | 89,207 | |
| Other receivables: impairments | -5,000 | -5,000 | -5,000 | -5,000 | ||||
| Banks - receivables from credit institutions & clients | 342 | 2,404 | 0 | 2,746 | 2,678 | 1,854 | 0 | 4,532 |
| Deferred charges & accrued income | 2,648 | 216 | 0 | 2,864 | 2,266 | 155 | 0 | 2,422 |
| Total | 97,153 | 12,073 | 0 | 110,099 | 105,833 | 13,469 | 0 | 119,302 |
| II. Liabilities with related parties - balance sheet Financial debts |
235 | 0 | 0 | 235 | 1,004 | 307 | 0 | 1,311 |
| Subordinated loans | 0 | 0 | ||||||
| Other financial debts | 235 | 235 | 1,004 | 307 | 1,311 | |||
| Other debts | 391 | 946 | 0 | 1,337 | 5,454 | 794 | 0 | 6,248 |
| Trade payables | 9 | 9 | 898 | 269 | 1,166 | |||
| Other amounts payable | 391 | 937 | 1,328 | 4,556 | 526 | 5,082 | ||
| Banks - debts to credit institutions, clients & securities | 48,461 | 2,046 | 0 | 50,507 | 33,561 | 1,527 | 0 | 35,088 |
| Accrued charges and deferred income | 3 | 71 | 0 | 74 | 14 | 61 | 0 | 75 |
| Total | 49,090 | 3,063 | 0 | 52,153 | 40,033 | 2,689 | 0 | 42,722 |
| III. Transactions with related parties - income statement | ||||||||
| Revenue | 41,809 | 693 | 3 | 42,505 | 37,443 | 3,464 | 3 | 40,911 |
| Rendering of services | 1,432 | 685 | 3 | 2,120 | 211 | 3,459 | 3 | 3,674 |
| Real estate revenue | 271 | 271 | 340 | 340 | ||||
| Interest income of banking activities | 8 | 46 | 54 | 98 | 40 | 138 | ||
| Commissions receivable of banking activities | 23,555 | -38 | 23,517 | 19,349 | -35 | 19,314 | ||
| Revenue from construction contracts | 16,543 | 16,543 | 17,445 | 17,445 | ||||
| Other operating revenue | 0 | 0 | ||||||
| Other operating income | 1,425 | 69 | 0 | 1,494 | 621 | 108 | 0 | 729 |
| Interest on financial fixed assets - receivables | 1,356 | 1,356 | 612 | 612 | ||||
| Dividends | 0 | 0 | ||||||
| Other operating income | 69 | 69 | 138 | 9 | 108 | 117 | ||
| Operating expenses (-) | 4,674 | -3,510 | 0 | 1,164 | -5,166 | -5,085 | 0 | -10,251 |
| Interest expenses Bank J.Van Breda & C° (-) | -94 | -21 | -115 | -29 | -107 | -136 | ||
| Impairment losses (-) | 5,000 | 5,000 | -5,000 | -5,000 | ||||
| Other operating expenses (-) | -232 | -3,489 | -3,721 | -137 | -4,978 | -5,115 | ||
| Finance income | 455 | 109 | 0 | 563 | 2,742 | 87 | 0 | 2,829 |
| Interest income | 455 | 109 | 563 | 2,632 | 87 | 2,720 | ||
| Other finance income | 0 | 110 | 110 | |||||
| Finance costs (-) | 0 | -18 | -6 | -24 | -100 | -20 | 0 | -120 |
| Interest expenses | -18 | -6 | -24 | -100 | -20 | -120 |
The loans that AvH (and subholdings) and Sofinim have granted to participations that are not fully consolidated are included in the above table. 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 and Rent-A-Port grant to its equity-method subsidiaries.
J.Van Breda & C° held by Delen Private Bank (27.0 million euros) and the time deposits (20.7 million euros) are 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 at year-end 2014) in connection with its activities in residential care centres was repaid in 2015.
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 The construction work carried out by Van Laere for Tour & Taxis is contained in the item "Revenue from construction contracts".
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Assets with related parties CFE-DEME | 333,963 | 240,276 |
| Non current financial assets | 129,966 | 107,389 |
| Trade and other receivables | 195,383 | 126,468 |
| Other current assets | 8,614 | 6,419 |
| Liabilities with related parties CFE-DEME | 121,433 | 61,244 |
| Other non current liabilities | 11,461 | 6,276 |
| Trade and other liabilities | 109,972 | 54,968 |
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Revenues and expenses with related parties CFE-DEME | 96,383 | 98,731 |
| Revenue and revenue from auxiliary activities | 129,240 | 128,004 |
| Purchases and other operating expenses | -35,672 | -32,464 |
| Net financial income/(expense) | 2,815 | 3,191 |
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Remuneration of the directors | ||
| Tantièmes at the expense of AvH | 494 | 400 |
| Remuneration of the members of the executive committee | ||
| Fixed remuneration | 2,759 | 2,469 |
| Variable remuneration | 2,561 | 1,938 |
| Share based payment | 458 | 341 |
| Group and hospitalisation insurance | 900 | 845 |
| Benefits in kind (company car) | 46 | 42 |
| (€ 1,000) | AvH | Subsidiaries (1) | Total 2015 | AvH | Subsidiaries (1) | Total 2014 |
|---|---|---|---|---|---|---|
| The statutory mandate | 48 | 879 | 928 | 46 | 737 | 784 |
| Special missions | ||||||
| - other control missions | 74 | 74 | 10 | 10 | ||
| - tax advice | 3 (2) | 114 | 117 | 8 | 94 | 102 |
| - other missions than statutory | 107 (2) | 103 | 210 | 39 | 54 | 93 |
| Total | 159 | 1,171 | 1,330 | 93 | 895 | 989 |
(1) Including jointly controlled subsidiaries accounted for using the equity method.
(2) An additional fee of 3,250 euros (excl. VAT) was paid to Ernst & Young Tax Consultants CV for tax advice and 107,350 euros (excl. VAT) to Ernst & Young Bedrijfsrevisoren for various assignments, primarily in connection with the acquisition of control over Residalya by AvH and the sale of Egemin Handling Automation by Agidens.
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Net consolidated profit, share of the group (€ 1,000) | 284,079 | 213,645 |
| Weighted average number of shares (1) | 33,126,066 | 33,124,870 |
| Basic earnings per share (€) | 8.58 | 6.45 |
| Net consolidated profit, share of the group (€ 1,000) | 284,079 | 213,645 |
| Weighted average number of shares (1) | 33,126,066 | 33,124,870 |
| Impact stock options | 135,411 | 144,427 |
| Adjusted weighted average number of shares | 33,261,477 | 33,269,297 |
| Diluted earnings per share (€) | 8.54 | 6.42 |
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Net consolidated profit from continued activities, share of the group (€ 1,000) | 284,683 | 213,645 |
| Weighted average number of shares (1) | 33,126,066 | 33,124,870 |
| Basic earnings per share (€) | 8.59 | 6.45 |
| Net consolidated profit from continued activities, share of the group (€ 1,000) | 284,683 | 213,645 |
| Weighted average number of shares (1) | 33,126,066 | 33,124,870 |
| Impact stock options | 135,411 | 144,427 |
| Adjusted weighted average number of shares | 33,261,477 | 33,269,297 |
| Diluted earnings per share (€) | 8.56 | 6.42 |
(1) Based on number of shares issued, adjusted for treasury shares in portfolio.
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Dividend on ordinary shares: | ||
| - Final dividend 2014: 1.82 euros per share (2013: 1.70 euros per share) (1) | -60,363 | -56,361 |
| (€ 1,000) | |
|---|---|
| Dividend on ordinary shares: | |
| - Final dividend 2015: 1.96 euros per share (1) | -64.950 |
| (€ 1,000) | 2015 | 2014 |
|---|---|---|
| Gross | 1.9600 | 1.8200 |
| Net (withholding tax 25% in 2015, 27% as of 2016) | 1.4308 | 1.3650 |
(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 financial year ended 31 december 2015.
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 2015, the consolidated income statement and the consolidated statement of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year ended 31 December 2015 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 2015, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, which show a consolidated balance sheet total of 12,253,045,(000) euros and of which the consolidated income statement shows a profit for the year (attributable to the owners of the Company) of 284,079,(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 2015 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, March 25, 2016
Ernst & Young Bedrijfsrevisoren BCVBA Statutory auditor Represented by
Marnix Van Dooren Partner *
* Acting on behalf of a BVBA/SPRL
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 - E-mail: [email protected]
| (€ 1,000) | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| Assets | ||||
| Fixed assets | 2,346,969 | 2,319,157 | 2,323,153 | |
| I. Formation expenses | ||||
| II. Intangible assets | 35 | 74 | 96 | |
| III. Tangible assets | (1) | 10,828 | 11,324 | 11,772 |
| A. Land and buildings | 7,372 | 7,707 | 8,042 | |
| C. Furniture and vehicles | 1,105 | 1,167 | 1,180 | |
| D. Leasing and other similar rights | 0 | 0 | 0 | |
| E. Other tangible assets | 2,351 | 2,450 | 2,549 | |
| F. Assets under construction and advanced payments | ||||
| IV. Financial assets | 2,336,106 | 2,307,759 | 2,311,286 | |
| A. Affiliated enterprises | (2) | 2,152,174 | 2,127,037 | 2,129,936 |
| 1. Participating interests | 2,145,391 | 2,123,818 | 2,121,779 | |
| 2. Amounts receivable | 6,783 | 3,219 | 8,157 | |
| B. Other enterprises linked by participating interests | (3) | 176,194 | 172,861 | 172,840 |
| 1. Participating interests | 176,194 | 172,861 | 172,840 | |
| 2. Amounts receivable | 0 | 0 | 0 | |
| C. Other financial assets | 7,738 | 7,861 | 8,510 | |
| 1. Shares | 7,731 | 7,854 | 8,508 | |
| 2. Amounts receivable and cash guarantees | 8 | 8 | 2 | |
| Current assets | 105,534 | 77,158 | 57,421 | |
| V. Amounts receivable after more than one year | 900 | |||
| A. Trade receivables | ||||
| B. Other amounts receivable | 900 | |||
| 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 | 28,781 | 27,416 | 8,563 | |
| A. Trade receivables | 3,514 | 3,682 | 3,461 | |
| B. Other amounts receivable | (4) | 25,267 | 23,734 | 5,102 |
| VIII. Investments | (5) | 71,147 | 44,724 | 44,217 |
| A. Treasury shares | 23,963 | 21,600 | 18,262 | |
| B. Other investments and deposits | 47,185 | 23,124 | 25,955 | |
| IX. Cash at bank and in hand | 4,131 | 4,670 | 4,366 | |
| X. Deferred charges and accrued income | 575 | 348 | 275 | |
| Total assets | 2,452,503 | 2,396,315 | 2,380,575 |
| (€ 1,000) | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| Liabilities | ||||
| Equity | (6) | 1,426,185 | 1,424,610 | 1,425,789 |
| 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 | 79,716 | 71,514 | 66,054 | |
| A. Legal reserve | 248 | 248 | 248 | |
| B. Reserves not available for distribution | 23,997 | 21,634 | 18,297 | |
| 1. Own shares | 23,963 | 21,600 | 18,262 | |
| 2. Other | 35 | 35 | 35 | |
| C. Untaxed reserves | ||||
| D. Reserves available for distribution | 55,470 | 49,631 | 47,509 | |
| V. Profit carried forward | 1,232,562 | 1,239,188 | 1,245,829 | |
| Loss carried forward (-) | ||||
| VI. Investment grants | ||||
| Provisions and deferred taxation | 0 | 4 | 118 | |
| VII. A. Provisions for liabilities and charges | 0 | 4 | 118 | |
| 1. Pensions and similar obligations | 0 | 4 | 118 | |
| 2. Taxation | ||||
| 3. Major repairs and maintenance | ||||
| 4. Other liabilities and charges | ||||
| B. Deferred taxation | ||||
| Creditors | 1,026,318 | 971,701 | 954,667 | |
| VIII. Amounts payable after more than one year | 0 | 60,000 | 87,990 | |
| A. Financial debts | (7) | 0 | 60,000 | 87,990 |
| B. Trade debts | ||||
| C. Advances received on contracts in progress | ||||
| D. Other amounts payable | ||||
| IX. Amounts payable within one year | 1,025,182 | 909,739 | 864,185 | |
| A. Current portion of amounts payable after more than one year | 0 | 0 | 0 | |
| B. Financial debts | (8) | 954,885 | 844,687 | 803,248 |
| 1. Credit institutions | ||||
| 2. Other loans | 954,885 | 844,687 | 803,248 | |
| C. Trade debts | 430 | 429 | 697 | |
| 1. Suppliers | 430 | 429 | 697 | |
| E. Taxes, remuneration and social security | 3,150 | 2,632 | 2,313 | |
| 1. Taxes | 191 | 156 | 153 | |
| 2. Remuneration and social security | 2,959 | 2,476 | 2,160 | |
| F. Other amounts payable | (9) | 66,718 | 61,991 | 57,927 |
| X. Accrued charges and deferred income | 1,136 | 1,962 | 2,493 | |
| Total liabilities | 2,452,503 | 2,396,315 | 2,380,575 |
| (€ 1,000) | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| Charges | ||||
| A. Interests and other debt charges | (10) | 4,802 | 7,237 | 6,649 |
| B. Other financial charges | 924 | 1,246 | 2,633 | |
| C. Services and other goods | 8,842 | 8,686 | 7,068 | |
| D. Remuneration, social security costs and pensions | 2,114 | 2,373 | 2,359 | |
| E. Other operating charges | 766 | 260 | 240 | |
| F. Depreciation of and other amounts written off on formation expenses, intangible and tangible assets |
680 | 657 | 640 | |
| G. Amounts written off | (11) | 6,373 | 5,419 | 3,357 |
| 1. Financial assets | 6,373 | 5,011 | 3,357 | |
| 2. Current assets | 0 | 408 | 0 | |
| H. Provisions for liabilities and charges | 0 | 0 | 0 | |
| I. Loss on disposal of | 3,100 | 515 | 189,001 | |
| 1. Intangible and tangible assets | 0 | 0 | 1 | |
| 2. Financial assets | 927 | 20 | 187,788 | |
| 3. Current assets | (12) | 2,173 | 495 | 1,212 |
| J. Extraordinary charges | 0 | 0 | 0 | |
| K. Income taxes | 18 | 4 | 4 | |
| L. Profit for the period | 67,769 | 60,278 | 0 | |
| M. Transfer to the untaxed reserves | ||||
| N. Profit for the period available for appropriation | 67,769 | 60,278 | 0 | |
| Appropriation account | ||||
| A. Profit to be appropriated | 1,306,957 | 1,306,107 | 1,309,115 | |
| 1. Profit for the period available for appropriation | 67,769 | 60,278 | -155,488 | |
| 2. Profit brought forward | 1,239,188 | 1,245,829 | 1,464,602 | |
| Total | 1,306,957 | 1,306,107 | 1,309,115 |
| (€ 1,000) | Note | 2015 | 2014 | 2013 |
|---|---|---|---|---|
| Income | ||||
| A. Income from financial assets | 75,476 | 78,199 | 46,943 | |
| 1. Dividends | (13) | 73,604 | 76,535 | 45,535 |
| 2. Interests | 547 | 310 | 273 | |
| 3. Tantièmes | 1,326 | 1,354 | 1,134 | |
| B. Income from current assets | 1,339 | 1,289 | 1,219 | |
| C. Other financial income | 4 | 4 | 0 | |
| D. Income from services rendered | 4,611 | 4,599 | 4,344 | |
| E. Other operating income | 337 | 361 | 447 | |
| F. Write back to depreciation of and to other amounts written off intangible and tangible assets |
||||
| G. Write back to amounts written off | (14) | 9,691 | 219 | 3,184 |
| 1. Financial assets | 5,214 | 116 | 313 | |
| 2. Current assets | 4,477 | 103 | 2,871 | |
| H. Write back to provisions for liabilities and charges | 4 | 113 | 39 | |
| I. Gain on disposal of | (14) | 3,926 | 1,890 | 288 |
| 1. Tangible and intangible assets | 8 | 7 | 0 | |
| 2. Financial assets | 3,560 | 836 | 86 | |
| 3. Current assets | 357 | 1,047 | 202 | |
| J. Extraordinary income | 0 | 0 | 0 | |
| K. Regularisation of income taxes and write back to tax provisions | ||||
| L. Loss for the period | 0 | 0 | 155,488 | |
| M. Transfer from untaxed reserves | ||||
| N. Loss for the period available for appropriation | 0 | 0 | 155,488 | |
| Appropriation account | ||||
| C. Transfers to capital and reserves | 8,202 | 5,460 | 5,941 | |
| 3. To other reserves | 8,202 | 5,460 | 5,941 | |
| D. Result to be carried forward | 1,232,562 | 1,239,188 | 1,245,829 | |
| 1. Profit to be carried forward | 1,232,562 | 1,239,188 | 1,245,829 | |
| F. Distribution of profit | 66,194 | 61,458 | 57,345 | |
| 1. Dividends | 65,654 | 60,964 | 56,945 | |
| 2. Tantièmes | 540 | 494 | 400 | |
| Total | 1,306,957 | 1,306,107 | 1,309,115 |
Registered office Begijnenvest 113, 2000 Antwerp, Belgium VAT BE 0404.616.494 RPR Antwerp
Incorporation date, last amended bylaws
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.
Duration of the company
Indefinite
Legal form, applicable law
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.
Statutory purpose
The statutory purpose of the company includes the following:
(e) the acquisition, operation, development and transfer of land, real estate and any property entitlement;
(f) the acquisition, the operation and the realization, in any form whatever, of intellectual property rights, licenses and concessions;
(h) the management, development and realization of these participations;
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:
(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.
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. In accordance with the legal procedure, Ackermans & van Haaren has publicly sold 10,872 shares in the course of 2015 and deposited the proceeds of the sale with the Deposito- en Consignatiekas.
Questions can be asked by phone on +32 3 231 87 70 or by e-mail dirsec@avh. be 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 E-mail: [email protected] Website: www.avh.be RPR Antwerpen VAT: BE 0404.616.494
© Nicolas van Haaren © Philippe Van Gelooven
The digital version of this annual report can be consulted at www.avh2015.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)
May 20, 2016 Interim statement Q1 2016 May 23, 2016 Ordinary general meeting August 30, 2016 Half-year results 2016 November 22, 2016 Interim statement Q3 2016
Ackermans & van Haaren NV Begijnenvest 113 2000 Antwerp - Belgium Tel. +32 3 231 87 70 [email protected] www.avh.be
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