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Solvac S.A. Earnings Release 2010

Mar 3, 2011

4004_er_2011-03-03_7c86e769-83e2-4466-bf04-096959529c53.pdf

Earnings Release

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Rue Keyenveld 58 - B-1050 Brussels - Belgium Tel. + 32 2 509 61 11 External Communications and Investor Relations Tel. + 32 2 509 60 16 P R ress elease

Embargo, 3 March 2011, 5.50 p.m. (GMT +2) REGULATED INFORMATION

SOLVAC: STABLE CASH RESULT AND DIVIDEND IN 2010

COMPARED TO 2009

  1. The Board of Directors has closed the consolidated financial statements of Solvac on December 31, 2010. These statements have been submitted to the Statutory Auditor and are presented in accordance with IFRS standards.
CONSOLIDATED INCOME STATEMENT
EUR million 2009 2010
Income from investments accounted for under the
equity method
160 559
Operating costs -1 -1
Capital gain from sale of Solvay shares 0 0
Cost of borrowings -5 -5
Net income 154 553
Net earnings per share (EUR)1 10.1 36.2

On December 31, 2010 Solvac recorded a consolidated net income of EUR 553 million (EUR 36.2 per share) against EUR 154 million (EUR 10.1 per share) over the same period in 2009. This is mainly due to the evolution of Solvay earnings accounted for under the equity method.

  1. The cash income, fed by dividends from the investment in Solvay, amounts to EUR 74.8 million (against EUR 74.7 million in 2009):
EUR million 2009 2010
Cash income of which : 74.7 74.8 + 0.1%
- final dividend Solvay (year 2008/2009) 44.1 44.2
- interim dividend Solvay (year 2009/2010) 30.6 30.6
Business expenses (including cost of borrowings 5.7 5.7
Cash result 69.0 69.1 + 0.1%

Following the acquisition of 42,857 Solvay shares on the stock market, Solvac holds 30.12% of the Solvay shares at the end of December 2010 compared to 30.07% at the end of December 2009.

The amount of the final dividend paid by Solvay is slightly higher than last year. With total dividend unchanged, this is due to the increased number of Solvay shares held by Solvac.

To the extent that the statutory accounts allow it (see below under 3), the proposed amount of dividends to be distributed by Solvac is determined by the Board of Directors on the basis of this cash result and after coverage of the costs (mainly cost of borrowings).

1 The net earnings per share and the diluted net earnings per share are identical. The number of shares used for per share calculation is 15 300 527 both in 2009 and 2010.

  1. The Board of Directors of Solvac SA has issued the following figures for 2010:
EUR thousand 2009 2010
Recurrent financial result 69 492 69 916
Other recurrent result -870 -793
Recurrent result 68 622 69 123
Capital gains -- --
Profit before taxes 68 622 69 123
Profit after taxes 69 028 69 123
Gross payment to shareholders 66 062 66 062

The profit after taxes is EUR 69.1 million, versus EUR 69.0 million in 2009.

As no capital gains were made, neither in 2010 nor in 2009, the recurrent result is identical to the profit before taxes. The profit after taxes amounts to EUR 69.1 million in 2010 compared to EUR 69.0 million in 2009 after the reversal of a tax provision for the fiscal year 2007 (EUR 0.4 million) as a result of Solvac using its earlier carried forward loss.

  1. Two interim dividends were paid, respectively on October 28, 2010 and February 17, 2011, the latter in fact being the final dividend, to be confirmed by the General Assembly. In total, for each share the following amount was paid :
EUR 2009 2010
Net dividend per share 3.67 3.67
Gross dividend per share 4.32 4.32

NOTES TO THE FINANCIAL STATEMENTS

1. Financial statements

Deloitte will issue an unqualified audit report on the annual accounts as of December 31, 2010 and confirmed that the accounting information in this press release requires no comments on its part and is in agreement with these annual accounts. The complete audit report related to the audit of the annual financial information will be part of the annual report 2010 which will be published on internet (www.solvac.be) on March 14, 2011.

2. Content

This press release contains regulated information and is established in compliance with IAS 34. A risk analysis is included in the annual report, which is available on internet (www.solvac.be).

3. Solvac shares

2009 2010
Number of shares issued at the end of the 15 300 527 15 300 527
period
Average number of shares for calculating IFRS 15 300 527 15 300 527
earnings per share
Average number of shares for calculating IFRS 15 300 527 15 300 527
diluted earnings per share

4. Statement by responsible persons

Mr. JP. Delwart, Chairman of the Board and Mr. B. de Laguiche, Managing Director of Solvac, confirm that to the best of their knowledge:

a) The summary financial information, prepared in conformity with applicable accounting standards, reflects a true and fair view of the net worth, the financial situation and results of the Solvac Group and of Solvac S.A.;

b) The intermediate report contains a faithful presentation of significant events occurring in 2010 and their impact on the summary financial information;

c) There are no transactions with related parties.

Key dates for financial communications

  • March 14, 2011: Publication of 2010 annual report on www.solvac.be
  • May 10, 2011: General Shareholders meeting (5.00 pm)
  • August 31, 2011: Results from first half 2011 and announcement of first interim dividend for 2011
  • October 27, 2011: payment of first interim dividend for 2011
  • December 19, 2011: Announcement of second interim dividend for 2011

For additional information, please contact:

SOLVAC S.A.

Investor Relations Rue Keyenveld 58 1050 Brussels Phone : 32/2/509.60.16 Fax 32/2/509.72.40

CONSOLIDATED FINANCIAL STATEMENTS

The financial statements that follow were approved by the Board of Directors on 3rd March 2011. They were established in compliance with the IFRS accounting standards described on the following pages. The information on related parties requested under IAS 24 is included in the chapter on "Corporate Governance".

Consolidated income statement

EUR million Note 2009 2010
Income from investments accounted for under the
equity method
3 160 559
Operating costs -1 -1
Capital gain from sale of shares 0 0
Cost of borrowings 6 -5 -5
Net income 154 553
Earnings per share and diluted earnings per
share (EUR)
1 10.1 36.2

Consolidated statement of total comprehensive income

Millions EUR 2009 2010
Net income 154 553
Gains and losses on remeasuring available-for-sale financial
assets
5 -3
Effective portion of gains and losses on hedging instruments
in a cash flow hedge
-2 0
Currency translation differences 3 75
Share in the other items of the total comprehensive income
of the investments accounted for under the equity method
6 72
Total comprehensive income 160 625

Consolidated cash flow statement

EUR million Note 2009 2010
Operating charges -1 -1
Changes in working capital 2 0
Dividends received from Solvay 75 75
Cash flow from operating activities 76 74
Acquisition of Solvay shares -3 -3
Sale of Solvay shares 0 0
Cash flow from investing activities -3 -3
Capital increase 0 0
Changes in borrowings 0 0
Costs of borrowings -5 -5
Dividends paid 2 -68 -66
Cash flow from financing activities -73 -71
Net change in cash and cash equivalents 0 0
Opening cash balance 0 0
Ending cash balance 0 0

Consolidated balance sheet

EUR million Note 2009 2010
ASSETS
Non current assets : Investments accounted for under the
equity method
3 1 813 2 362
Goodwill 341 342
Investments accounted for under the equity method,
excluding goodwill
1 472 2 020
Current assets : short term receivables 4 31 31
Cash and cash equivalents 0 0
Total assets 1 844 2 393
EQUITY AND LIABILITIES
Total equity 5 1 678 2 227
Share capital 138 138
Reserves 1 540 2 089
Non-current liabilities : long-term financial debt 6 110 110
Current liabilities 56 56
Income tax payable 4 4
Other current liabilities 7 52 52
Total equity and liabilities 1 844 2 393

Consolidated statement of changes in equity

EUR million Share
capital
Issue
premiums
Retained
earnings
Currency
translation
and fair
value
differences
Total
equity
Balance at 31/12/2008 138 173 1 452 -180 1 583
Comprehensive income 154 6 160
Dividends -66 -66
Scope and other variations 1 1
Balance at 31/12/2009 138 173 1 541 -174 1 678
Comprehensive income 553 72 625
Dividends -66 -66
Scope and other variations -10 -10
Balance at 31/12/2010 138 173 2 018 -102 2 227

Notes to the consolidated financial statements

(1) Net earnings per share

Net earnings per share and diluted net earnings per share are identical. The number of Solvac shares used for per share calculation is 15 300 527 both in 2009 and 2010.

(2) Dividend paid

The dividends paid during the period amount to EUR 66 million including the final dividend of 2009 paid on February 18, 2010 (EUR 26 million) and the interim dividend of 2010 paid on October 28, 2010 (EUR 40 million).

(3) Investments accounted for under the equity method

It relates to the 31% shareholding of Solvac in Solvay S.A. (after deducting the treasury shares held by Solvay).

The value of the shareholding under the equity method amounts to EUR 2 362 million (of which EUR 342 million of goodwill and EUR 2 020 million of value excluding goodwill). Based on the stock exchange price as of December 31, 2010, it amounts to EUR 2 035 million.

The evolution of goodwill is as follows:

EUR million 2009 2010
Balance at 1st January 341 341
Sold during the year 0 0
Acquired during the year 0 1
Balance at 31 December 341 342

The evolution of the shareholding carried under the equity method, excluding goodwill, is as follows:

EUR million 2009 2010
Balance at 1st January 1 377 1 472
Sold during the year 0 0
Acquired during the year 3 3
Result 2 160 559
Distribution -75 -75
Currency translation and fair value differences 7 61
Balance at 31 December 1 472 2 020

2 In 2010, the share of Solvac in the results from « Discontinued Operations » amounts to EUR 543 million (2009: EUR 94 million).

The summary financial statements of Solvay Group are as follows:

EUR million 2009 2010
Total assets 12 546 14 014
Total liabilities 7 387 7 176
Sales 8 485 7 109
Net income of the Group 553 1 823

In 2010, the share of Solvac in the net income of the Solvay Group excluding minority interests amounts to EUR 559 million (2009 : EUR 160 million).

(4) Short-term receivables

The short-term receivables mainly include the interim dividend to be received from Solvay.

(5) Total equity

The information concerning the capital and the shares are part of the notes to the statutory accounts. Total equity at the end of 2010 amounted to EUR 2 227 million and includes direct negative bookings in equity of EUR 102 million. The latter arise from conversion differences and the mark-to-market of financial instruments of Solvay.

(6) Long-term financial debt

Long-term financial debts are stable at EUR 110 million (borrowings from BNP Paribas Fortis). It represents the structural indebtedness of Solvac: a borrowing of EUR 50 million (maturing in 2017; fixed rate of 3.85%) and a borrowing of EUR 60 million (maturing in 2015; fixed rate of 3.99%). The interest on debt at more than one year amounts to EUR 5 million for 2010.

(7) Other current liabilities

This is mainly a financing in current account from Solvay (EUR 27 million), the second interim dividend (EUR 23 million) and amounts to be reimbursed to the shareholders on previous years.

(8) Financial instruments

EUR Million 2009 2010
Net carrying
amount
Fair value Net carrying
amount
Fair value
Financial assets at fair value through profit
or loss - upon initial recognition
0 0 0 0
Financial assets at fair value through profit
or loss - held for trading
0 0 0 0
Held-to-maturity investments 0 0 0 0
Loans and receivables (including cash and
cash equivalents)
31 31 31 31
Available-for-sale investments 0 0 0 0
Financial liabilities at fair value through
profit or loss - upon initial recognition
0 0 0 0
Financial liabilities at fair value through
profit or loss - held for trading
0 0 0 0
Financial liabilities measured at amortized
cost (includes trade liabilities)
159 165 160 161

Book value of loans and receivables is a good approximation of fair value. As far as the financial liabilities at amortized cost are concerned, the net book value of long term financial debt (EUR 110 million, see note 6) is very close to their fair value (estimated at EUR 111 million). Fair value of fixed rate debt was calculated with the discounted cash flow method. Net book value of other financial liabilities is a good approximation of their fair value.

(9) Relations with the Directors of the consolidating company

Compensation and pensions: Directors do not receive financial compensation.

Advances and loans provided by the consolidating company or by an affiliated company: the current account with Solvay SA (EUR 27 million) is compensated in line with the internal financing rate of the Solvay Group (Euribor incremented with a spread).

(10) Off-balance sheet posts

Real coverage by the company on its assets: collaterization of 2 243 951 Solvay shares for an amount of EUR 179 million in favor of BNP Fortis Paribas.

(11) List of consolidated companies

Solvay Group is proportionately consolidated.