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Solvac S.A. Interim / Quarterly Report 2012

Aug 31, 2012

4004_ir_2012-08-31_b2b12d8a-5e15-4b95-aae0-c4a28e2902d2.pdf

Interim / Quarterly Report

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Brussels, August 31, 2012, 5.50 p.m.

REGULATED INFORMATION HALF-YEARLY FINANCIAL REPORT

SOLVAC: CASH INCOME STABLE INTERIM DIVIDEND PUT UP TO EUR 2.72 GROSS

  1. The Board of Directors has closed the consolidated financial statements of Solvac on June 30, 2012. These statements have been submitted to the Statutory Auditor for a limited review and are presented in accordance with the IFRS standards.
CONSOLIDATED INCOME STATEMENT
EUR million 1st half 2011 1st half 2012
Operational profit / loss -1 -1
Equity earnings 62 86
Capital gains from sale of Solvay shares -- --
Charges on net indebtedness -2 -2
Net income 59 83
Net earnings per share (EUR) (1) 3.9 5.4

On June 30, 2012 Solvac recorded a consolidated net income of EUR 83 million (EUR 5.4 per share) against EUR 59 million (EUR 3.9 per share) over the same period in 2011. This is mainly due to the evolution of equity earnings of Solvay, in 2012 including the share of the Rhodia Sector for the first time.

  1. The cash inflow, fed by dividends from the investment in Solvay, amounts to EUR 47.7 million as in 2011:
EUR million 1st half 2011 1st half 2012
Cash inflow 47.7 47.7
Cash income 44.9 44.8

This evolution reflects the stability of the Solvay dividend per share. The slight decline is due to a temporary surcharge of services.

End June 2012, Solvac held 30.18 % of Solvay versus 30.15% at the end of 2011.

(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 in 2011 and 15 275 617 in 2012.

To the extent that the statutory accounts will allow it (see under 3 below), the proposed amount of dividends to be distributed by Solvac is determined by the Board of Directors on the basis of the cash income (EUR 44.8 million), after coverage of the costs (mainly financial charges).

  1. The Board of Directors of Solvac SA has issued the following figures for the first half of 2012 statutory accounts:
(EUR thousand) 1st half 2011 1e
half 2012
Recurrent financial result 45,274 45,236
Other recurrent result (-) 348 (-) 431
Net recurrent result 44,926 44,805
Capital gains -- --
Profit before taxes 44,926 44,805
Profit after taxes 44,926 44,804

Profits after taxes amount to EUR 44.8 million, and are stable in comparison with the previous year (EUR 44.9 million).

  1. The Board of Directors has decided to increase the first interim dividend to EUR 2.72 gross per share, an amount corresponding to 60% of the total rounded up dividend of the preceding year, in accordance with the policy decision made in 2006. Depending on the shareholder's preference as to the tax rate, the net amount shall be either EUR 2.040 (25% tax rate, including the 4% supplementary taxation) or EUR 2.149 (21% tax rate).

This first interim dividend will be paid on October 25, 2012.

This will amount to a gross distribution of EUR 41.6 million, with EUR 3.2 million of net income brought forward.

As from September 24, 2012, the Solvac shares will be traded ex-dividend on NYSE Euronext Brussels.

The second interim dividend will be decided by the Board of Directors and announced on December 17, 2012.

NOTES TO THE FINANCIAL STATEMENTS

1. Financial statements

Deloitte conducted a limited review of the half-year situation made up on June 30, 2012. This primarily consisted in analyzing, comparing and discussing financial information and was therefore less extensive than a review intended for the audit of annual statements. This review did not reveal factors that would have required significant correction of the intermediate figures.

2. Content

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

3. Solvac shares

2011 1st half 2011 1st half 2012
Number of shares issued at the end of the 15 281 741 15 300 527 15 269 492
period
Average number of shares for calculating IFRS 15 281 741 15 300 527 15 269 492
earnings per share
Average number of shares for calculating IFRS 15 297 338 15 300 527 15 275 617
diluted earnings per share

4. Statement by responsible persons

Mr. J.-P. 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 the significant events occurring over the first six months of 2012, and their impact on the summary financial information.

Key dates for financial communications

  • October 25, 2012: payment of first interim dividend for 2012

  • December 17, 2012 at 5.50 p.m: Press release about the second interim dividend

For additional information, please contact:

SOLVAC S.A.

Investor Relations Rue de Ransbeek 310 1120 Brussels Phone: 32 (0)2 264 15 01

Ce communiqué est également disponible en français - Dit persbericht is ook in het Nederlands beschikbaar

HALF-YEARLY IFRS FINANCIAL STATEMENTS (SUMMARY)

Consolidated balance sheet

EUR million 2011 30.06.12
ASSETS
Non current assets : investments accounted for under the
equity method
2 277 2 262
Goodwill 341 342
Investments accounted for under the equity method,
excluding goodwill
1 936 1 920
Current assets : short term receivables 31 21
Cash and cash equivalents 0 0
Total assets 2 308 2 283
EQUITY AND LIABILITIES
Total equity 2 143 2 169
Share capital 138 138
Reserves 2 005 2 031
Non-current liabilities : long-term financial debt 110 110
Current liabilities 55 5
Short term financial debt 47 0
Income tax payable 4 0
Other current liabilities 4 5
Total equity and liabilities 2 308 2 283

Consolidated income statement

EUR million 30.06.11 30.06.12
Income from investments accounted for under the equity
method
62 86
Operating costs -1 -1
Capital gain from sale of shares 0 0
Cost of borrowings -2 -2
Net income 59 83
Earnings per share and diluted earnings per share
(EUR)
3.9 5.4

Consolidated statement of comprehensive income

EUR million 30.06.2011 30.06.2012
Net income 59 83
Gains and losses on available-for-sale assets 1 3
Gains and losses on hedging instruments in a cash flow
hedge
0 -5
Unrecognized actuarial gains and losses on defined
benefit pension plans
-5 -69
Currency translation differences -58 10
Share in other elements of the comprehensive income
of equity consolidated companies
-62 -61
Total comprehensive income -3 23

Consolidated statement of changes in equity

EUR million Share
capital
Issue
premiums
Retained
earnings
Own
shares
Currency
translation
and fair
value
differences
Total
equity
Balance at 31/12/2010 138 173 2 017 0 -142 2 186
Comprehensive income 59 -62 -3
Dividends
Acquisition/sale of own shares
Scope and other variations
Balance at 30/06/2011 138 173 2 077 0 -204 2 183
Comprehensive income 13 49 61
Dividends -69 -69
Acquisition/sale of own shares -2 -2
Scope and other variations -30 -30
Balance at 31/12/2011 138 173 1 990 -2 -156 2 143
Comprehensive income 83 -61 23
Dividends -
Acquisition/sale of own shares -1 -1
Scope and other variations 4 4
Balance at 31/12/2011 138 173 2 077 -3 -216 2 169

Consolidated cash flow statement

EUR million 30.06.11 30.06.12
------------- ---------- ---------- --
Operating charges -1 -1
Changes in taxes 0 -4
Changes in working capital -19 10
Dividends received from Solvay 48 48
Cash flow from operating activities 28 53
Acquisition of Solvay shares 0 -2
Sale of Solvay shares 0 0
Cash flow from investing activities 0 -2
Capital increase 0 0
Acquisition of own shares 0 -1
Changes in borrowings 0 -47
Costs of borrowings -2 -2
Dividends paid -26 0
Cash flow from financing activities -28 -51
Net change in cash and cash equivalents 0 0
Opening cash balance 0 0
Ending cash balance 0 0

Notes to the summary consolidated financial statements

1) Declaration of conformity and accounting policies

The summary consolidated financial statements have been prepared in conformity with the IAS 34 standard as currently adopted in the European Union. This standard did not have any impact on the summary consolidated financial statements, either for the current period or the comparison period.

The accounting policies are the same as those applied for the last consolidated financial statements dated December 31, 2011.

The dividends income is usually higher during the first half of the year than during the second half of the year.

Solvac does not bear financial risk other than the risks linked to the participation in its affiliate. The analysis of risk management is available on Internet in Solvay's annual report (www.solvay.com).

There is no material half-yearly post-closing event to be disclosed.

Standards and interpretations mandatory for the financial year which started on January 1, 2012

  • Amendments to IFRS 1 First-time adoption of IFRS Severe hyperinflation and the removal of fixed dates for first time adopters (effective for annual periods beginning on or after July 1, 2011)
  • Amendments to IFRS 7 Financial instrument: disclosures on transferred financial assets (effective for annual periods beginning on or after July 1, 2011)
  • Amendments to IAS 12 Deferred taxes: recovery of underlying assets (effective for annual periods beginning on or after 1 January 2012)

Standards and interpretations issued but not mandatory for the financial year which started on

January 1, 2012

  • IFRS 9 Financial instruments and the linked amendments (effective for annual periods beginning on or after January 1, 2015)
  • IFRS 10 Consolidated financial statements (effective for annual periods beginning on or after January 1, 2013)
  • IFRS 11 Joint arrangements (effective for annual periods beginning on or after January 1, 2013)
  • IFRS 12 Disclosure of interests in other entities (effective for annual periods beginning on or after January 1, 2013)
  • IFRS 13 Fair value measurement (effective for annual periods beginning on or after January 1, 2013)
  • Improvements to IFRS (2009-2011) (normally effective for annual periods beginning on or after January 1, 2013)
  • Amendments to IFRS 1 First-time adoption of IFRS Government loans (effective for annual periods beginning on or after January 1, 2013)
  • Amendments to IFRS 7 Financial instruments : Disclosures Offsetting financial assets and liabilities (effective for annual periods beginning on or after January 1, 2013)
  • Amendments to IFRS 10, IFRS 11 and IFRS 12 Consolidated financial statements, Joint arrangements and Disclosure of interests in other entities – Transitional arrangements (effective for annual periods beginning on or after January 1, 2013)

  • Amendments to IFRS 1 Presentation of financial statements Presentation of other elements of the comprehensive income (effective for annual periods beginning on July 1, 2012)

  • Amendments to IAS 19 Employee benefits (effective for annual periods beginning on or after January 1, 2013)
  • Amendments to IAS 27 Separate financial statements (effective for annual periods beginning on or after January 1, 2013)
  • Amendments to IAS 28 Investments in associates and joint ventures (effective for annual periods beginning on or after January 1, 2013)
  • Amendments to IAS 32 Financial instruments: presentation Offsetting financial assets and liabilities (effective for annual periods beginning on or after January 1, 2014)
  • IFRIC 20 Stripping costs in the production phase of a surface mine (effective for annual periods beginning on or after January 1, 2013)

2) Investments accounted for under the equity method

This relates to the 30.98% share of Solvac in Solvay S.A. (after deduction of the treasury shares held by Solvay).

The value of the shareholding under the equity method amounts to EUR 2 262 million (of which EUR 342 million of goodwill, the value excluding goodwill amounting to EUR 1 920 million). Based on the stock exchange price as of June 30, it amounts to EUR 1 988 million.

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

EUR million 2011 30.06.2012
Balance at 1 January 1 979 1 936
Sold during the year 0 0
Acquired during the year 2 2
Result 77 86
Distribution -78 -48
Currency translation and fair value differences -44 -56
Balance at 30 June 1 936 1 920

In the 1st half 2012, the share of Solvac in the net income of the Solvay Group, excluding minority interests, amounts to EUR 86 million (1st half 2011 : EUR 62 million).

3) Short-term receivables

The short-term receivables mainly include cash deposits with Solvay.

4) Total equity

Total equity at the end of June amounts to EUR 2 169 million (compared to EUR 2 143 million at the end of 2011) and includes direct allocations to equity. These result from currency translation adjustments and from the marking to market of Solvay's financial instruments.

5) Long-term financial debts

Long-term financial debts are stable at EUR 110 million (borrowings from BNP Paribas Fortis). They represent the structural indebtedness of Solvac: a borrowing of EUR 50 million (maturing in 2017) and a borrowing of EUR 60 million (maturing in 2015).

6) Other current liabilities

Other current liabilities mainly include trade liabilities and amounts to be reimbursed to the shareholders.