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Solvac S.A. — Interim / Quarterly Report 2012
Mar 1, 2013
4004_er_2013-03-01_a4c1d9f9-5734-4b52-9651-23f1dcce26e7.pdf
Interim / Quarterly Report
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Embargo, 1 March 2013, 5.50 p.m. (GMT +1) REGULATED INFORMATION
SOLVAC: STABLE CASH RESULT AND DIVIDEND IN 2012 COMPARED TO 2011
- The Board of Directors has closed the consolidated financial statements of Solvac on December 31, 2012. These statements have been submitted to the Statutory Auditor and are presented in accordance with IFRS standards.
| CONSOLIDATED INCOME STATEMENT | ||||
|---|---|---|---|---|
| EUR million | 2011 | 2012 | ||
| Income from investments accounted for under the equity method |
78 | 180 | ||
| Operating costs | -1 | -1 | ||
| Capital gain from sale of Solvay shares | 0 | 0 | ||
| Cost of borrowings | -5 | -5 | ||
| Net income | 72 | 174 | ||
| Net earnings per share (EUR)1 | 4.7 | 11.4 |
On December 31, 2012 Solvac recorded a consolidated net income of EUR 174 million (EUR 11.4 per share) against EUR 72 million (EUR 4.7 per share) over the same period in 2011. For the first time, Solvay's income in 2012 included the results from 12 months of Rhodia activities.
- The cash income, fed by dividends from the investment in Solvay amounts to EUR 78.4 million close to the 2011 level:
| EUR million | 2011 | 2012 |
|---|---|---|
| Cash income of which : | 78.2 | 78.4 |
| - final dividend Solvay (year 2010/2011) | 47.6 | 47.8 |
| - interim dividend Solvay (year 2011/2012) | 30.6 | 30.6 |
| Business expenses (including cost of borrowings | 5.5 | 5.7 |
| Cash result | 72.7 | 72.7 |
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 15 297 338 in 2011 and 15 273 681 in 2012.
Following the acquisition of 23 500 Solvay shares on the stock market, Solvac holds 30.18 % of the Solvay shares at the end of December 2012, as compared to 30.15 % at the end of December 2011.
The amount of the final dividend paid by Solvay is higher than last year, due to the increased number of Solvay shares held by Solvac.
To the extent that the statutory accounts will 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).
- The Board of Directors of Solvac SA has issued the following figures for 2012:
| EUR thousand | 2011 | 2012 |
|---|---|---|
| Recurrent financial result | 73 406 | 73 465 |
| Other recurrent result | -683 | -761 |
| Recurrent result | 72 723 | 72 704 |
| Capital gains | -- | -- |
| Profit before taxes | 72 723 | 72 704 |
| Profit after taxes | 72 723 | 72 703 |
| Gross payment to shareholders | 69 269 | 69 164 |
In the absence of extraordinary items both in 2011 and in 2012, the recurrent result is identical to the profit before taxes. The profit after taxes amounts to EUR 72.7 million in 2012, just as in 2011.
- Two interim dividends were paid, respectively on October 25, 2012 and on December 27, 2012, 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 | 2011 | 2012 |
|---|---|---|
| Gross dividend per share | 4,53 | 4,53 |
Concerning 2013 the Board of Directors took the decision that the first interim dividend will be paid on 26 September 2013 and that the second interim dividend will be paid on 27 December 2013.
NOTES TO THE FINANCIAL STATEMENTS
1. Financial statements
Deloitte will issue an unqualified audit report on the annual accounts as of December 31, 2012 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 29 March 2013.
2. Content
This press release contains regulated information and is established in compliance with IAS 34. The risk analysis included in the annual report is available on internet (www.solvac.be).
3. Solvac shares
| 2011 | 2012 | |
|---|---|---|
| Number of shares issued at the end of the | 15 281 741 | 15 267 881* |
| period | ||
| Average number of shares for calculating IFRS | 15 297 338 | 15 273 681 |
| earnings per share | ||
| Average number of shares for calculating IFRS | 15 297 338 | 15 273 681 |
| diluted earnings per share |
*purchase with subsequent annulment of 13 860 own shares
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 29, 2013: publication of 2012 annual report on www.solvac.be
- May 14, 2013: General Shareholders Meeting (3.30 pm)
- August 30, 2013: results from first half 2013 and announcement of first interim dividend for 2013
- September 26, 2013: payment of first interim dividend for 2013
- December 13, 2013: announcement of second interim dividend for 2013
- December 27, 2013: payment of second interim dividend for 2013
For additional information, please contact
SOLVAC S.A.
Investor Relations (Solvay Campus) Rue de Ransbeek 310 1120 Brussels Phone : 32/2/264.21.11 Fax 32/2/264.16.09
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CONSOLIDATED FINANCIAL STATEMENTS
The financial statements that follow were approved by the Board of Directors on March 1st, 2013. 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 | Notes | 2011 | 2012 |
|---|---|---|---|
| Income from investments accounted for under the equity method |
(1) | 78 | 180 |
| Operating costs | -1 | -1 | |
| Capital gain from sale of shares | 0 | 0 | |
| Cost of borrowings | -5 | -5 | |
| Net income | 72 | 174 | |
| Earnings per share and diluted earnings per share (EUR) | (3) | 4.7 | 11.4 |
Consolidated statement of total comprehensive income
| EUR million | 2011 | 2012 | |
|---|---|---|---|
| Net income | 72 | 174 | |
| Gains and losses on re-measuring available-for-sale financial assets |
-2 | 4 | |
| Effective portion of gains and losses on hedging instruments in a cash flow hedge |
2 | 1 | |
| Actuarial gains and losses on defined benefit pension plans | -27 | -116 | |
| Currency translation differences | 13 | -37 | |
| Share of other comprehensive income of associates and joint ventures accounted for under the equity method |
-14 | -148 | |
| Total comprehensive income | 58 | 26 |
Consolidated cash flow statement
| EUR million | Notes | 2011 | 2012 |
|---|---|---|---|
| Operating charges | 0 | -1 | |
| Changes in taxes | 0 | 2 | |
| Changes in working capital | (5) | -26 | -2 |
| Dividends received from Solvay | 78 | 79 | |
| Cash flow from operating activities | 52 | 78 | |
| Acquisition of Solvay shares | -1 | -2 | |
| Sale of Solvay shares | 0 | 0 | |
| Cash flow from investing activities | -1 | -2 | |
| Capital increase | 0 | 0 | |
| Acquisition of treasury shares | -2 | -1 | |
| Changes in borrowings | (6) | 47 | -1 |
| Cost of borrowings | -5 | -5 | |
| Dividends paid | (7) | -91 | -69 |
| Cash flow from financing activities | -51 | -76 | |
| Net change in cash and cash equivalents | 0 | 0 | |
| Opening cash balance | 0 | 0 |
Consolidated balance sheet
| EUR million | Notes | 2011 | 2012 |
|---|---|---|---|
| ASSETS | |||
| Non current assets : Investments accounted for under the equity method |
(1) | 2 277 | 2 237 |
| Goodwill | 341 | 342 | |
| Investments accounted for under the equity method, excluding goodwill |
1 936 | 1 895 | |
| Current assets : short term receivables | (8) | 31 | 31 |
| Cash and cash equivalents | 0 | 0 | |
| Total assets | 2 308 | 2 268 | |
| EQUITY AND LIABILITIES | |||
| Total equity | (9) | 2 143 | 2 103 |
| Share capital | 138 | 138 | |
| Reserves | 2005 | 1965 | |
| Non-current liabilities : long-term financial debt | (2) | 110 | 110 |
| Current liabilities | 55 | 55 | |
| Short-term financial debts | (6) | 47 | 46 |
| Income tax payable | 4 | 6 | |
| Other current liabilities | 4 | 3 | |
| Total equity and liabilities | 2 308 | 2 268 |
| EUR million | Note | Share capital |
Treasury shares |
Issue premiums |
Retained earnings |
Currency translation and fair value differences |
Total equity |
|---|---|---|---|---|---|---|---|
| Balance at 31/12/2010 | 138 | 0 | 173 | 2 017 | -142 | 2 186 | |
| Comprehensive income | 72 | -14 | 58 | ||||
| Dividends | -69 | -69 | |||||
| Acquisition/sale of treasury shares |
(10) | -2 | -2 | ||||
| Scope and other variations |
-30 | -30 | |||||
| Balance at 31/12/2011 | 138 | -2 | 173 | 1 990 | -156 | 2 143 | |
| Comprehensive income | 174 | -148 | 26 | ||||
| Dividends | -69 | -69 | |||||
| Acquisition/sale of treasury shares |
(10) | -1 | -1 | ||||
| Scope and other variations |
4 | 4 | |||||
| Balance at 31/12/2011 | 138 | -3 | 173 | 2 099 | -304 | 2 103 |
Consolidated statement of changes in equity
Reference is made to the proposed allocation of earnings in the management report, page 11
Appendix to the consolidated financial statements
IFRS accounting policies
The main accounting policies used in preparing these consolidated financial statements are set below.
1. General Information and applicable IFRS
Solvac ("the company") is a public limited liability company governed by Belgian law, quoted on NYSE Euronext Brussels. Is main activity is the holding of 31% of Solvay shares. The consolidated financial statements have been prepared in accordance with the IFRS (International Financial Reporting Standards) as adopted by the European Union.
IFRS as adopted by the European Union.
Standards and interpretations applicable for the annual period beginning on 1 January 2012
‐ Amendments to IFRS 7 Financial Instruments: Disclosures – Transfers of Financial Assets (applicable for annual periods beginning on or after 1 July 2011)
Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2012
- ‐ IFRS 9 Financial Instruments and subsequent amendments (normally applicable for annual periods beginning on or after 1 January 2015)
- ‐ IFRS 10 Consolidated Financial Statements (applicable for annual periods beginning on or after 1 January 2014)
- ‐ IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2014)
- ‐ IFRS 12 Disclosures of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2014)
- ‐ IFRS 13 Fair Value Measurement (applicable for annual periods beginning on or after 1 January 2013)
- ‐ IAS 27 Separate Financial Statements (applicable for annual periods beginning on or after 1 January 2014)
- ‐ IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2014)
-
‐ Improvements to IFRS (2009-2011) (normally applicable for annual periods beginning on or after 1 January 2013)
-
‐ Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (applicable for annual periods beginning on or after 1 January 2013)
- ‐ Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards Government Loans (normally applicable for annual periods beginning on or after 1 January 2013)
- ‐ Amendments to IFRS 7 Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2013)
- ‐ Amendments to IFRS 10, IFRS 11 and IFRS 12 Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance (applicable for annual periods beginning on or after 1 January 2014)
- ‐ Amendments to IFRS 10, IFRS 12 and IAS 27 Consolidated Financial Statements and Disclosure of Interests in Other Entities: Investment Entities (applicable for annual periods beginning on or after 1 January 2014)
- ‐ Amendments to IAS 1 Presentation of Financial Statements Presentation of Items of Other Comprehensive Income (applicable for annual periods beginning on or after 1 July 2012)
- ‐ Amendments to IAS 12 Income Taxes Deferred Tax: Recovery of Underlying Assets (applicable for annual periods beginning on or after 1 January 2013)
- ‐ Amendments to IAS 19 Employee Benefits (applicable for annual periods beginning on or after 1 January 2013)
- ‐ Amendments to IAS 32 Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2014)
- ‐ IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine (applicable for annual periods beginning on or after 1 January 2013)
The application of other standards and new interpretations or amendments should not have an impact on the company's consolidated financial statements. Nevertheless, detailed information as to future application of these provisions by Solvay is to be found in the Solvay Annual Report.
2. Consolidation
As the Board of Management considers that Solvac has a significant impact on Solvay , the participation in Solvay S.A. has been integrated into Solvac's consolidated financial statements by using the equity method. This method takes into account the share of Solvac S.A. in the financial statements of the Solvay Group, prepared on 31 December of the accounting year, using the Solvay IFRS accounting standards (Cf. Solvay Annual Report). The goodwill represents the difference between the acquisition cost and the share of the Group in the fair value of any identifiable assets and liabilities of a subsidiary at the acquisition date.
3. Information by sector
Due to the fact that the company is holding outstanding stock of Solvay and does not produce goods or services itself , it would not make sense to present information by sector of activity or by region. This information can be found in the financial statements of the Solvay group
4. Impairment of assets
At the end of the accounting year the Group reviews the carrying amount of its shareholding to look for indications of potential impairment losses of assets. If such an indication is detected, the recoverable value of the asset is estimated in order to establish the extent of any impairment loss.
5. Financial instruments
The company is not subject to significant risks for its financial instruments considering that
- Solvay is an associated company under the equity method and can therefore not be considered to be a financial asset covered by IFRS 7;
- the other financial assets (receivable on Solvay and cash) and are non-significant amounts, with a negligible credit risk;
- the financial debts have fixed rates.
Bank loans
Bank loans and overdrafts are accounted for in the amount of the net proceeds received. Financial expenses including amounts payable are covered as long as they are made available.
Cash and cash equivalents
Cash and cash equivalents include cash and term deposits, short term investments (less than 3 months) and highly liquid investments readily convertible into known amounts of cash and subject to an insignificant risk of changes in value.
6. Product registration
A product is recognized when it is likely that it will be acquired and as soon as its value can be measured reliably.
Interest earnings are recorded in the income statement prorate temporis,
taking into account the effective interest rate of the investment.
7. Estimates and significant judgments when applying an accounting method
Beyond existing significant estimates and judgments made by Solvay when applying accounting methods (cf. Solvay Annual Report), the main estimate made by the Management Board on December 31, 2012, deals with the recoverable value of its participation in Solvay. Based on quantitative as well as qualitative elements, the Board believes the value of this participation to be higher than its book value and therefore believes no impairment of any kind should be recorded.
Notes to the consolidated financial statements
(1) Investments accounted for under the equity method
These include 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 2 237 million (of which EUR 342 million of goodwill and EUR 1 895 million of value excluding goodwill). Based on the stock exchange price of December 31, 2012, it amounts to EUR 2 795 million.
The evolution of goodwill is as follows:
| EUR million | 2011 | 2012 |
|---|---|---|
| Balance at 1st January | 342 | 341 |
| Sold during the year | 0 | 0 |
| Acquired during the year | -1 | 1 |
| Balance at 31 December | 341 | 342 |
The evolution of the shareholding carried under the equity method, excluding goodwill, is as follows:
| EUR million | 2011 | 2012 |
|---|---|---|
| Balance at 1st January | 1 979 | 1 936 |
| Sold during the year | 0 | |
| Acquired during the year | 2 | 2 |
| Result* | 77 | 180 |
| Distribution | -78 | -79 |
| Currency translation and fair value differences |
-44 | -144 |
| Balance at 31 December | 1 936 | 1 895 |
*In 2012, the share of Solvac in the net income of the Solvay Group, excluding minority interests, amounts to EUR 180 million (2011: EUR 77 million). In 2012, the share of Solvac in results from discontinued operations amounts to EUR -12 million (2011: EUR -12 million).
The summary consolidated financial statements of the Solvay Group are as follows:
| EUR million | 2011 | 2011 | 2012 |
|---|---|---|---|
| Restated | |||
| Total assets | 19 437 | 19 462 | 18 328 |
| Total liabilities | 12 784 | 12 814 | 11 732 |
| Sales | 8 109 | 7 459 | 12 435 |
| Net income of the Group | 247 | 247 | 584 |
(2) 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: i.e. 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 the year 2012.
(3) Net earnings per share
Net earnings per share and diluted net earnings per share are identical. The number of Solvac shares is 15 267 881 end 2011, and 15 281 741 shares at the end of 2011.
(4) Comprehensive income
The Solvay group has decided to change the evalution method of social provisions IAS 19. Rather than amortising actuarial gains and losses through the income statement (known as the corridor method) , these gains and losses are now immediately recognized as equity. The equity has been restated as from 1/1/2010.
(5) Changes in working capital
This is mainly about the reimbursement to Solvay's current account
(6) Short term liabilities
These include a "Straight Loan" amounting to EUR 46 million -contracted on 21/12/2012 and maturing on 21/01/2013; fixed rate of 0.76%/year), with a view to the payment of the balance of the dividend on December 12, 2012 and reimbursement to Solvay's current account.
(7) Dividend paid
The dividends paid during the period amount to EUR 69 million including the interim dividend of 2012 paid on October 25, 2012 (EUR 41 million) and the balance of the 2012 dividend, paid on December 27, 2012 (EUR 28 million).
(8) Short-term receivables
The short-term receivables mainly include the interim dividend to be received from Solvay.
(9) 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 2012 amounted to EUR 2 103 million and includes direct negative bookings in equity of EUR 304 million. The latter arise from conversion differences and the mark-to-market of financial instruments of Solvay.
(10) Treasury shares
Solvac has acquired 13 860 treasury shares for annulment, totaling EUR 1.29 million
(11) Financial instruments
| EUR Million | 2011 | 2012 | ||
|---|---|---|---|---|
| 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) |
161 | 164 | 160 | 173 |
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 2) turns out to be lower than their fair value (estimated at EUR 123 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.
(12) 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 (zero balance end 2012) is compensated in line with the internal financing rate of the Solvay Group (Euribor incremented with a spread).
(13) Off balance sheet posts
Real coverage by the company on its own assets: collateralisation of 1 691 961 Solvay shares in favour of BNP Paribas Fortis for an amount of EUR 185 million.
(14) List of consolidated companies
The Solvay Group is proportionately consolidated.