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Solvac S.A. Interim / Quarterly Report 2015

Jul 31, 2015

4004_ir_2015-07-31_97a21686-aebb-4cbc-9d32-56c64c3ecf3f.pdf

Interim / Quarterly Report

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SOLVAC SOCIETE ANONYME Rue des Champs Elysées, 43 - B-1050 Brussels-Belgium Tel. + 32 2 639 66 30 Fax + 32 2 639 66 31 www.solvac.be

$P_{\text{ress}}$ Release

Embargo, 31 July 2015 at 5:40 p.m. Requlated information Interim financial report

Solvac: unchanged dividend in 2015 at € 2.83 gross

Cash income, supplemented by dividends from the investment in Solvay amounted to $\epsilon$ 52.9 million $1.$ compared to €47.8 million in 2014

$\epsilon$ million $1st$ half of 2014 $1st$ half of 2015
Cash inflow (*) 47.8 52.9
Cash results (**) 45.7 50.5

"Cash inflow" means the dividend income net of the investment in Solvay and the interest income.

(*): "Cash inflow" means the dividend income net of the investment in Solvay and the interest income.
(**): "Cash income" means the cash inflow reduced by the income charges and other income and expenses (financial/opera

This reflects the increase of the balance of the Solvay dividend per share.

Solvac holds 30.20% in Solvay as of the end of June 2015, unchanged compared to the end of 2014.

Provided that the financial statements (see 3 below) permit it, it is based on the cash result (€ 50.5 million) after covering costs (mainly interest expense), that the Board of Directors determines the amount of dividends proposed to be distributed by Solvac.

The Board of Directors approved today the consolidated financial statements of Solvac on 30 June 2015. $2.$ These financial statements were subject to a limited review by the Auditor. They are presented according to IFRS standards.

$\epsilon$ million $1st$ half of 2014 $1st$ half of 2015
Investment result according to the equity method -69 82
Operational expenses $-1$
Net debt expenses $-2$
Net income -72 79
Net income per share $(6)$ $(1)$ $-4.7$ 5.2
Water the successive and divided not income nor oboro are identical. The number of charge used for the ner chare calculation is

(1) Net income per share and diluted net income per share are identical. The number of shares used for the per share calculation is 15,267,881 shares in 2015 as in 2014

On 30 June 2015 Solvac recorded a consolidated net loss of €79 million (€ 5.2 per share) compared to €-72 million (€-4.7 per share) for the same period in 2014, as a result of the change of Solvay's result according to the equity method.

  1. The Board of Directors announces the figures of the financial statements for Solvac SA for the first half of 2015:
$\epsilon$ million $1st$ half of 2014 $1st$ half of 2015
Recurring financial income 45.8 51.1
Other recurring income $-0.7$ $-0.6$
Net recurring income 45.1 50.5
Income before taxes 45.1 50.5
Income after taxes 45.1 50.5

Profit after taxes was $\epsilon$ 50.5 million, up 11.9 % compared to the previous year ( $\epsilon$ 45.1 million), following the increase by Solvay of its gross dividend balance (went from € 1.87 to 2.07).

  1. In accordance with policy, the Board of Directors decided to maintain the first interim dividend to € 2.83 gross, an amount corresponding to 60% of the rounded total dividend of the previous year. The net amount is € 2.1225.

This first interim dividend will be paid August 27, 2015.

This will lead to a gross distribution of $\in$ 43.2 million.

The Solvac shares will trade ex-dividend on Euronext Brussels, from August 10, 2015.

The second interim dividend, which will be decided by the Board, will be released on 11 December 2015 and paid on 24 December 2015.

In accordance with its policy of distributing virtually all the Solvay dividends and given the latter's decision to increase its dividend from the 2014 financial year by 6.25 %, the Board should resolve in December to keep the total dividend from the 2015 financial year from €4.72 gross to €5.015 gross. The second interim dividend should therefore amount to $\in$ 2.185 gross per share, $\in$ 1.63875 netto per share.

NOTES

1. Financial statements

Deloitte conducted a limited review of the situation at six months ending on 30 June 2015. This review consisted principally of analysis, comparison and discussion of the financial information and therefore was less extensive than a full audit of the annual accounts would have been. This review did not reveal any information that would have required significant corrections of the interim position.

2. Content

This press release contains regulated information and is prepared in accordance with the IAS 34 standard. The analysis of risk management is presented in the annual report, available on the Internet (www.solvac.be)

3. Solvac shares

December 2014 June 2015
Number of shares outstanding at end of period 15,267,881 15,267,881
Average number of shares for calculating results per share according to
IFRS
15,267,881 15,267,881
Average number of shares for calculating diluted results per share
according to IFRS
15,267,881 15,267,881

4. Statement of the persons accountable

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

  • a) the condensed financial statements, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, the financial position and the results in the financial statements and consolidated financial statements of Solvac:
  • b) the interim report includes a fair review of the important events during the first six months of the 2015 financial year and their impact on the condensed financial statements.
  • c) the main risks and uncertainties for the remaining months of the 2015 financial year are consistent with the assessment presented in the "Risk Management and Internal Control" section of Solvac's annual report and reflect the current economic and financial environment.

Key financial reporting dates

  • 27 August 2015: Payment of the first interim dividend for the 2015 financial year
  • 11 December 2015 : 5:40 p.m. "Second interim dividend" press release $\bullet$
  • 24 December 2015: Payment of the second interim dividend for the 2015 financial year. $\bullet$

For more information, please contact:

SOLVAC S.A. Investor Relations Rue des Champs Elysées, 43 - 1050 Brussels Tel.: 32/2/639 66 30 Fax: 32/2/639 66 31 Email: [email protected]

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

CONDENSED IFRS INTERIM FINANCIAL STATEMENTS

Consolidated balance sheet

$\epsilon$ million Notes 31 December
2014
30 June
2015
ASSETS
Tangible fixed assets 0 0
Non-current assets: investments according to the equity method $\overline{2}$ 2,365 2,511
Goodwill 342 342
Investments according to the equity method excluding goodwill 2,023 2,169
Current assets: short term receivables 3 34 0
Cash and cash equivalents 1 41
Total Assets 2,400 2,552
LIABILITIES
Equity 4 2,241 2,437
Capital 138 138
Reserves 2 103 2.299
Non-current liabilities: long term financial debt 5 110 110
Current liabilities 49 5
Short term financial debt 39 0
Tax liabilities 7 0
Other current liabilities 6 3 5
Total liabilities 2,400 2,552

Consolidated income statement

$\epsilon$ million $1st$ half of 2014 $1st$ half of 2015
Investment result according to the equity method -69 82
Operational expenses $\mathbf{m}$
Net debt expenses -2
Net income -72 79
Net income per share $(6)$ $(1)$ -4

(1) Net income per share and diluted net income per share are identical. The number of shares used in per share calculations is 15,267,881 in 2014 and 2015

Consolidated statement of total income

$\epsilon$ million $1st$ half of 2014 $1st$ half of 2015
Net income $-72$ 79
Other elements of total income
Recyclable elements
Hyperinflation -5 4
Profits and losses related to the revaluation of financial assets
available for sale
0 1
Profits and losses on hedging instruments in a cash flow hedge $-1$ 2
Currency translation adjustments related to activities abroad 9 77
Non-recyclable elements
Revaluation of net liabilities in respect of defined benefit pension plans -46 60
Taxes on recyclable and non-recyclable elements
Taxes on recyclable and non-recyclable elements 9 $-13$
Other elements of total income net of related tax effects -34 131
Total income $-106$ 210

Consolidated statement of changes in equity

$\epsilon$ million Capital Share
premiums
Undistributed
results
Hybrid
bond
Currency
translation and fair
value adjustments,
and defined benefit
pension plans
Total
equity
Carrying amount as of 31/12/2013 138 173 2,086 367 $-374$ 2,390
Total income $-72$ -34 $-106$
Changes in scope and other -7 $-7$
Carrying amount as of 30/06/2014 138 173 2,007 367 -408 2,277
Total income 91 $-42$ 49
Dividends $-72$ $-72$
Changes in scope and other $-13$ $-13$
Carrying amount as of 31/12/2014 138 173 2,013 367 $-450$ 2,241
Total income 79 131 210
Changes in scope and other $-14$ $-14$
Carrying amount as of 30/06/2015 138 173 2,078 367 $-319$ 2,437

More information about the changes related to Solvay are available in Solvay's press release issued on July 29, 2015.

Consolidated statement of cash flows

$\epsilon$ million $1st$ half of 2014 $1st$ half of 2015
Operational expenses $-1$ -1
Income taxes paid $-7$ $-7$
Change in working capital 5 34
Dividends received from Solvay 48 53
Cash flows from operational activities 45 79
Acquisition of Solvay securities -2 0
Cash flows from investment activities $-2$ 0
Change in borrowings $-41$ -39
Interest paid -2 -1
Cash flows from financing activities -43 -40
Net change in cash 0 39
Cash at opening 0
Cash at closing 0 40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(1) Declaration of compliance and accounting principles

The condensed consolidated financial statements have been prepared in accordance with the IAS 34 standard as currently adopted in the European Union. This standard has not generated any impact on the condensed consolidated financial statements, both in the current period and the comparison period.

No changes were made to the accounting principles as compared to those that were used for the preparation of the last consolidated financial statements prepared on 31 December 2014, with the exception of the following standards and interpretations applicable for the annual period open beginning from the 1st of January 2015:

  • Amendments to IAS 19 Employee benefits Employee contribution; and
  • $IFRIC 21 Taxes$

These changes have no impact on the consolidated financial statements.

Income received as dividends is generally higher during the first half of the year than in the second half.

There was no significant event subsequent to the closing of the first half of the year.

(2) Investments according to the equity method

This is Solvac's 30.71% stake in Solvay S.A. (after deducting shares held by Solvay and its subsidiaries).

The value of the stake according to the equity method amounted to € 2,511 million (of which 342 of goodwill and 2.169 of value excluding goodwill). Evaluated at the share price trading on 30 June (€ 123.4), it amounts to $\in$ 3,156 million.

Changes in investments according to the equity method excluding goodwill are as follows:

$\epsilon$ million 2014 $1st$ half of 2015
Value as of 1 st of January 2.174 2,023
Acquired during the year
Income 25 82
Distribution -82 -53
Currency translation and fair value adjustments -96 117
Value at 31 December/30 June 2.023 2,169

For the 1st half of 2015, Solvac's share of the Solvay Group's net income, excluding minority interests, amounted to € 82 million (1st half of 2014: $\epsilon$ - 69 million).

(3) Short term receivables

This was mainly the last year investments in current account with Solvay. This year Solvac invested its cash in commercial paper classified as "cash and cash equivalents" with terms shorter than 3 months.

(4) Equity

Total equity at the end of June 2015 amounted to $\in$ 2,437 million (compared to $\in$ 2,241 million at the end of 2014) and includes direct allocations in equity. The latter mainly results from currency translation adjustments, market development of Solvay's financial instruments and defined benefit pension plans.

(5) Long term financial debt

Debts due in more than a year remained steady at € 110 million (loans from BNP Paribas Fortis). This is Solvac's structural debt: a loan of € 60 million (maturing in 2020) and a loan of € 50 million (maturing in 2022 due to refinancing in January 2015 - fixed rate of 2,90 %).

(6) Other current liabilities

These are mainly trade payables and residual amounts to be repaid to shareholders.

(7) Fair value of financial instruments assessed at their amortized cost

On the balance sheet of Solvay, the fair value of these financial instruments are not significantly different from that which is published on page 37 of the consolidated financial statements for the year ended 31 December 2014.

Deloitte.

Deloitte Bedrijfsrevisoren /
Reviseurs d'Entreprises Berkenlaan 8b 1831 Diegem Belgium Tel. + 32 2 800 20 00
Fax + 32 2 800 20 01 www.deloitte.be

Solvac SA/NV

Report on review of the consolidated interim financial information for the six-month period ended 30 June 2015

The original text of this report is in French/Dutch

Deloitte Bedrijfsrevisoren / Reviseurs d'Entreprises
Burgerlijke vermootschap onder de vorm van een coöperatieve vermootschap met beperkte aansprakelijkheid /
Société civile sous forme d'une société coopérative à responsab

Deloitte.

Deloitte Bedrijfsrevisoren / Reviseurs d'Entreprises Berkenlaan 8b 1831 Diegem Belgium Tel. + 32 2 800 20 00 Fax + 32 2 800 20 01 www.deloitte.be

Report on review of the consolidated interim financial information for the six-month period ended 30 June 2015

To the board of directors

In the context of our appointment as the company's statutory auditor, we report to you on the consolidated interim financial information. This consolidated interim financial information comprises the consolidated balance sheet as at 30 June 2015, the consolidated income statement, the consolidated statement of total income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period of six months then ended, as well as selective notes 1 to 7.

Report on the consolidated interim financial information

We have reviewed the consolidated interim financial information of Solvac SA/NV ("the company") and its subsidiaries (jointly "the group"), prepared in accordance with International Financial Reporting Standard IAS 34 - Interim Financial Reporting as adopted by the European Union.

The consolidated balance sheet shows total assets of 2,552 million EUR and the consolidated income statement shows a consolidated profit (group share) for the period then ended of 79 million EUR.

The board of directors of the company is responsible for the preparation and fair presentation of the consolidated interim financial information in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union, Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.

Scope of review

We conducted our review of the consolidated interim financial information in accordance with International Standard on Review Engagements (ISRE) $2410$ – Review of interim financial information performed by the independent auditor of the entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit performed in accordance with the International Standards on Auditing (ISA) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated interim financial information.

Delgitte Bedrijfstevisoren / Reviseurs d'Enfrentises Burgenlijke vennootschap onder de vorm van een coöperatieve vennootschap met beperkte aansprakelijkheid / Société civile sous forme d'une société coopérative à responsabilité limitée Registered Office: Berkenlaan 8b, B-1831 Diegem VAT BE 0429,053,863 - RPR Brussel/RPM Bruxelles - IBAN BE 17 2300 0465 6121 - BIC GEBABEBB

Deloitte.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the consolidated interim financial information of Solvac SA/NV has not been prepared, in all material respects, in accordance with IAS 34 - Interim Financial Reporting as adopted by the European Union.

Diegem, 31 July 2015

The statutory auditor

DELOITTE Bedrijfsrevisoren / Reviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Eric Nys