ANNUAL REPORT 2011
Destinations are reached through shared conviction
KEY FIGURES Key figures In million ¤
2004
2005
2006
2007
2008
2009
20 10
20 11
Net Asset Value
527.5
6 1 0.6
776.9
85 1 .9
700. 1
956.6
1, 1 33.6
1,183.8
6. 1
1 0.7
1 4.3
1 9.9
20.2
1 9.5
1 8. 1
25.6
22.8
6 1 .0
34.9
65.5
( 1 0.9)
244.7
1 0 4.2
2 1 .6
–
25.6
24.2
25.3
25.0
30.7
23.8
28. 1
2004
2005
2006
2007
2008
2009
20 10
20 11
30.50
35.30
42.93
47.07
38.68
46.70
55.34
57.80
Normalised net current earnings *
0.35
0.6 1
0.82
1. 1 0
1. 1 2
0.95
0.89
1.25
Net earnings *
1.32
3.53
1.99
3.62
(0.60)
1 1.90
5.09
1.05
–
1.48
1.37
1.40
1.38
1.50
1. 1 6
1.37
Normalised net current earnings * Net earnings * Gross dividend
* Restricted consolidated results, Group’s share
Key figures per share In ¤
1
Net Asset Value
Gross dividend
2
3
* Restricted consolidated results, Group’s share 1. The capital is represented by 1 7,297,86 1 shares 2. The capital is represented by 1 8 ,098, 190 shares; the new shares are entitled to dividends as from 1 July 2006 3. The capital is represented by 20,483,1 05 shares; the new shares are entitled to dividends as from 1 January 2009
Net Asset Value In million ¤
2004
2005
2006
2007
2008
2009
2010
20 11
Net Asset Value
527.5
6 10.6
776.9
85 1 .9
700. 1
956.6
1, 1 33.6
1, 1 83.8
– Growth capital
323.0
394. 1
618.0
702.8
636.0
6 1 0.6
698.2
896.0
97.8
1 45.6
1 54.5
1 45.9
55.8
1 49.2
1 20.2
97.5
225.2
248.5
463.5
556.9
580.2
46 1.4
578.0
798.6
0.0
29. 1
52.7
65. 1
73.5
94.8
1 4 4.9
1 75.2
204.5
1 87.4
1 06.2
84.0
-9.4
25 1 .3
290.5
1 1 2.6
· Listed · Unlisted – LBO – Other Assets
Net Asset Value as of 31.12.2011
14.8% 75.7% 9.5% 67.5% Growth Capital LBO
Unlisted Listed
2
Annual report 2011 Cobepa
8.2%
Other Assets
TABLE OF CONTENTS
Committed to results, dedicated to value DESCRIPTIVE SECTION Key Figures Message to the Shareholders Management Report Board of Directors Management Team Corporate Governance
2 5 6 1 2 1 2 1 3
PORTFOLIO Simplified Group Structure Portfolio
1 7 1 9
FINANCIAL SECTION Restricted Consolidated Accounts Statutory Accounts Calendar & Address
25 47 55
Annual report 2011 Cobepa
3
4 
Annual report 2011 Cobepa
MESSAGE TO THE SHAREHOLDERS
Destinations are reached through shared conviction Cobepa continued to grow in 2011, despite the challenging global economic and financial market circumstances. Our net current result improved by 40% whilst our net asset value increased by 4.4% at a time when most Western stock markets evidenced declines of between 10% and 15%. These solid results are due to the strong performance of our main holdings, the majority of which continued to grow and increased their market share. During 2011, we have continued to invest in assets that met our strategic and financial investment criteria. Among these criteria, one is essential - the ability of a company to capitalise on its own strengths and resources in order to maintain sustained revenue growth. More than ever, the future value generated by most companies will depend on their ability to generate topline growth. In recent years, the lacklustre economic climate has forced companies to restructure and seek productivity gains in order to maintain their competitive edge. These measures are necessary, but will not be able to be repeated with the same effects in the near future. Setting up bank financing will also become more difficult and costly; value creation based solely on deleveraging will therefore be more limited than in the past. This means that it is becoming even more important for companies to organise themselves in order to achieve long-term, profitable expansion. As an investment company, we need to be in a position where we can assist such companies to
develop themselves, first and foremost via organic growth that is of high quality and sustainable over time, as well as through carefully managed external growth when appropriate. Such growth cannot compromise companies’ profitability. Indeed the uncertain and volatile economic environment no longer allows companies to organise their development to the detriment of their underlying profitability. In fact, today it is quite obvious that in numerous sectors, the most efficient companies are those that not only expand the fastest, but do so in a sustainable manner. What is true for industrial companies also applies to investment companies. Their growth will depend on their ability to define clear and strictly applied investment strategies, and to add real value to the companies in which they invest. These principles must be consistently and wilfully applied in a professional manner in order to ensure long-term, profitable value creation. This is the shared goal that the entire Cobepa team is pursing with strong conviction.
Jean-Marie Laurent Josi Managing Director
Christian Varin Chairman
Annual report 2011 Cobepa 
5
MANAGEMENT REPORT
Key events
1,250
For the Cobepa Group, the 201 1 financial year was marked by three significant elements:
1,200
48.4 1,183.8 (23.8)
25.6
• A 6.5% increase in NAV (including dividend) despite the marked drop in financial markets; • Significant growth in net current result that allowed us to not only maintain but also to increase our dividend policy; • ¤ 1 76 million invested in equity; the highest total for the last 8 years. The Cobepa Group did not carry out any divestment in 201 1, except for the sale of Interxion shares for a total of ¤ 3.1 million, which generated capital gains of ¤ 1.6 million. However, the 201 1 capital earnings were adversely impacted by value reductions, in particular for BeCapital and Ageas, and led therefore to a negative amount of ¤ 4 million. In total, our net consolidated profit for 201 1 reached ¤ 21.6 million. Following the investments made in 201 1, our available cash was reduced during the past financial year, from ¤ 230 million at the beginning of the year to ¤ 1 1 2 million as at December 31, 201 1. At the end of 201 1, our NAV stood at ¤ 1 , 1 83.8 million, i.e. an increase of 4.4%. At the same date, the financial fixed assets in the consolidated accounts totalled ¤ 701.4 million, compared with ¤ 527.3 million in 201 0. The change over the year is the balance of the investments undertaken in 201 1, as well as write-downs and write-backs.
1,150
1,133.6
1,100
1,050
1,000 NAV as of Net current 31 December 2010* result (+)
Increase in value Dividends paid NAV as of of assets (+) in 2011 (-) 31 December 2011**
* Unaudited - before payment of the dividend in May 2011 ** Unaudited - before payment of the dividend in May 2012
Cobepa’s accounts are drawn up accordance with Belgian GAAP, which means that our accounts do not reflect the market value of our shareholdings, except where their market value is deemed to be, on a permanent basis, equal to or lower than their acquisition price for Cobepa. The normalised operating profit, i.e. excluding the contribution of exceptional items and capital gains or losses, is higher than in 201 0 due to the distribution of higher dividends by several of our holdings. The 201 1 normalised operating profit reached ¤ 25.6 million, compared with ¤ 1 8.1 million in 201 0.
Trans ac tions during the year Many investment files were examined during the financial year by an investment team that was strengthened again in 201 1. This investment team is composed of 1 0 people, including the Managing Director. The investment criteria, whose relevance has been verified since 2004, have not been modified. These criteria, detailed in the Risks section below, are rigorously applied. Cobepa has continued the active management of its portfolio of holdings, involving a number of investments, in particular at the level of the participated companies.
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Annual report 2011 Cobepa
MANAGEMENT REPORT
• Investments At the end of 201 0, the Cobepa Group agreed to purchase 261,450 additional Banque Degroof shares, increasing its holdings from 9.3% to 1 2.50%. Banque Degroof is a leading private and institutional asset manager in Belgium and Luxembourg that also specialises in corporate finance and third-party market activities. This transaction was approved by the authorities in the various countries where Banque Degroof conducts business, i.e. Belgium, France, Luxembourg, Spain and Switzerland, and thus finalised in early 201 1. During 201 1, the Cobepa Group granted new shareholders loans for a net amount of ¤ 2.6 million to Financière Cronos, the TechnoMarine holding company. The remaining part of the shareholders loans made in 201 0, i.e. ¤ 1 million, was contributed to Financière Cronos’ capital. Our co-shareholder in Financière Cronos also granted new advances and contributed receivables for the same amount. In 201 0, the Cobepa Group subscribed to a partially paid-up increase in the capital of Finescia, Novescia’s holding company that owns several medical laboratories specialised in routine medical analyses in France. During 201 1, Finescia launched a call for funds and the Cobepa Group paid up part of its share. During the second semester of 201 1, the Cobepa Group acquired 32.7% of the German company d&b Audiotechnik Holding, one of the 3 leading global suppliers of high-end speakers, amplifiers and components for the professional market. At the end of 201 1, a consortium consisting of the Cobepa Group and 3 Dutch families acquired a stake in the Dutch family company Van Oord. Van Oord is one of the main global players in marine dredging and services for the development of land and sea infrastructure. Cobepa’s shares represent 1 0.75% of Van Oord’s share capital. During 201 1, Cobepa also strengthened its position in Zetes by purchasing shares on the market for a total of ¤ 0.2 million.
Lastly, the BeCapital investment fund undertook its last closing in April 201 1. The total commitments amount to ¤ 1 48.3 million, subscribed to by approximately 50 investors including Cobepa which, in 201 0, undertook to invest ¤ 30 million in BeCapital. At the end of 201 1, Cobepa had paid up ¤ 1 1 million. This investment was booked at the end of 201 1 at its NAV, i.e. ¤ 6.8 million. During 201 1, BeCapital acquired a 26% stake in the Swiss company Pavatex, a supplier of high-quality wood fibre insulation systems for buildings in Europe. In early 201 2, BeCapital acquired a 1 5% stake in Verdesis, a developer and third-party biogas project investor in France and internationally; this brings to 5 the number of investments made by BeCapital as of today. • Divestments Cobepa sold half of its Interxion stake and thus recorded a capital gain of ¤ 1.6 million. • Other operations Following its investment in International SOS (ISOSAEA International Holdings) in December 2007 through its 1 00% subsidiary Cobsos, the Cobepa Group hedged in January 2008, on behalf of Cobsos, the ISOS investment against the USD currency risk. The hedging was finalised using both options and a currency overlay programme, entrusted to a third-party bank. In 201 1, a decision was made to hedge a part of the unrealised gain on the position in addition to its historical acquisition value, for an aggregate amount of USD 1 1 9 million. This hedge was extended until April 201 2. In January 2008, Cobepa hedged, on behalf of Cobsos, the interest rate risk on its bank financing. This hedge has been extended until the end of 201 3, by the use of caps (underlying debt: USD 51 million). In 201 1, the Cobepa Group also continued to hedge its position in GBP related to the Princess investment (GBP 1 8.5 million). At the beginning 201 2, Cobehold SA transferred to Cobepa SA an interest rate swap.
Annual report 2011 Cobepa
7
MANAGEMENT REPORT
Fees paid to the Statutory Auditor The fees paid to the Auditor for its audit work at Cobepa SA total ¤ 28,840 per year (excluding VAT), as set out in the shareholder resolution dated 30 April 201 0. Fees paid to the Auditor and to offices affiliated to it outside Belgium for auditing work of consolidated subsidiaries totalled ¤ 62,270 (excluding VAT). The Cobepa Group did not pay any additional amount to the Auditor for special assignments or extraordinary services. Fees for ¤ 1 4,380 (excluding VAT) were paid by the Cobepa Group for fiscal assistance assignments by offices affiliated with the Auditor.
Shares policy No shares or certificates in the company have been acquired, neither by the company itself, nor by any persons acting in their own names and of behalf of the company.
Risks Cobepa bears no particular risk other than those that are related to the day-to-day management of the different companies. The evolution of those risks is communicated twice a year to the Audit Committee. The risks that Cobepa is confronted with reflect, to a large extent, the risks confronted by its shareholdings. The stringent selection procedures of the portfolio, to which Cobepa is attentive, applied to each investment and the diversification should by nature reduce such risk. The Cobepa Group’s investment strategy is based on a few key criteria relating to the company and its management, which must be considered in order for Cobepa to decide to go ahead with the investment in question:
8
Annual report 2011 Cobepa
• Clear growth prospects for the company in its market; • The existence of a robust and defensive business model protected by barriers to entry, with a solid market position and technological advantages. The company must enjoy competitive advantages and be a leading player in its market; • The ability to generate stable cash flow in order to finance growth, repay debt and/or distribute dividends; • Obviously, a strong and motivated management team and appropriate governance; • An international presence or a clear ability to expand if necessary to boost prospects for growth. The great majority of the group’s investments meet these criteria. Furthermore, the Cobepa Group always ensures that its investments are adequately protected: • The Cobepa Group ensures that a clear joint project, which will create value and comply with managers’ and shareholders’ interests, is outlined and accepted. • The Cobepa Group takes care that management of its holdings shares a strategic view in line with that of corporate shareholders. Accordingly, the Cobepa Group invests in companies whose existing management encourages the implementation of long-term incentive schemes for the top executives, thereby ensuring a partnership that is beneficial for all shareholders. • The Cobepa Group systematically requests a seat on the Board of companies in which it invests. Furthermore, it defines certain subjects as being “key matters” for which it reserves the right to influence decisions, in order to protect its investment, especially when the Group is a minority shareholder. • The Cobepa Group always ensures that an appropriate due diligence is performed. • Regular reporting is required from all its holdings. • The shareholders’ agreement includes specific clauses for liquidity. • An annual yield is required for growth capital investments.
MANAGEMENT REPORT
In addition, holdings are quasi-continuously monitored:
Number of shares eligible for dividends
• via one or more board positions in all holdings; • the presence in the Audit Committee and Remuneration Committee in most cases; • via internal research carried out by employees dedicated to monitoring each holding.
Ordinary shares: VVPR shares
This monitoring should allow for any problem to be detected at an early stage and for the appropriate measures to be taken rapidly.
1 1,354,36 1 including 3,1 85,244 new shares 9,1 28,744
The total number of shares at 31 December 201 1 was 20,483,1 05, of which 9,1 28,744 were VVPR shares and 3,1 85,244 were new shares, also subject to withholding tax at the reduced rate of 21 %.
Appropriation of the result It is also important to disclose that the listed companies (Ageas, D'Ieteren, Sapec and Zetes Industries) are exposed to market risks. Lastly, Cobepa generally hedges its foreign exchange positions deriving from shareholdings in companies having other accounting currencies than the euro. This protects Cobepa in the event of the depreciation of this currency. Should this currency appreciate, Cobepa is required, depending on the nature of the contract, to indemnify the hedging contract counterparty in cash.
Profit available for distribution (in ¤) • Profit brought forward at 31 December 201 0 • Profit for the year to be appropriated
¤
= Amount available for appropriation
¤ 280,1 25,062.78
¤ 263,1 06,043.39 1 7,01 9,01 9. 39
Personnel
The above data are taken from Cobepa’s statutory (i.e. unconsolidated) accounts.
At 31 December 201 1, the company employed 1 9 people.
Proposed dividend
Comments on the accounts
The Board of Directors proposes to the Meeting that the company pays a gross dividend of ¤ 28,061,853.85 equal to a gross dividend of ¤ 1.37 per share. This gives a net dividend of ¤ 1.0275 per old ordinary share and of ¤ 1.0823 per VVPR share and per new ordinary share.
For the accounting period ending 31 December 201 1, Cobepa drew up statutory accounts and restricted consolidated accounts. The accounts cover a period of 1 2 months. The detail of the accounts is presented from page 25.
The withholding taxes are 25% for old ordinary shares and 21 % for VVPR shares and new ordinary shares.
Payment The dividend will be paid in cash on 24 May 201 2.
Annual report 2011 Cobepa
9
MANAGEMENT REPORT
Proposed dividend (¤) Dividends per share, by share category
2011
2010
Gross dividend
1. 1 6 0
1. 1 6 0
Net dividend per old ordinary share per VVPR share / new ordinary share
1.028 1.082
0.870 0.986
Total net distributed amount (¤ million) Withholding tax (¤ million) Total gross distributed amount (¤ million)
21.72 6.34 28.06
19.25 4.5 1 23.76
201 1
2010
A. Profit available for appropriation 1. Profit for the period available for appropriation 2. Profit carried forward
1 7,01 9,01 9.39 263,1 06,043.39
84,951,322.99 202,124,577.35
TOTAL
280,1 25,062.78
287,075,900.34
–
209,455.15
252,063,208.93
263,106,043.39
21 ,721,1 96.93
1 9,248,723.95
Withholding tax
6,340,656.92
4,5 1 1,677.85
Total dividends
28,061,853.85
23,760,40 1 .80
280,1 25,062.78
287,075,900.34
20,483, 105 20,483, 105
Number of shares existing entitled to dividends
Appropriation of the profit (¤ )
C. Appropriation 2. to the legal reserve D. Profit to be carried forward F. Dividends Old ordinary shares New ordinary shares VVPR shares
8, 1 69, 1 1 7 3, 1 85,244 9, 1 28,744 20,483, 1 05
Total net dividend
TOTAL
10
Annual report 2011 Cobepa
MANAGEMENT REPORT
Post-closing events There have been no significant events since the closing of the accounts that might significantly affect the balance sheet and the income statement at 31 December 201 1. There are no circumstances known to management that could significantly impact Cobepa’s development.
Decisions to be proposed to shareholders in the form of writ ten resolutions 1. Management report of the Board of Directors on the annual accounts for the year ended at 31 December 201 1. 2. Auditor's Report on the aforementioned annual accounts.
Other The Company has not undertaken any research and development. The Directors wish to make known that no decision has been taken and no transaction decided upon that would fall within the scope of Article 523 of the Code des sociétés (related party transactions). The company does not maintain any branches. The Board of Directors confirms that Cobepa and its subsidiaries have used only those financial instruments described on pages 7 and 9 of the report.
3. Proposal to approve Cobepa’s company accounts closed at 31 December 201 1, showing profit for the period of ¤ 1 7,01 9,01 9.39 and total profit available for distribution of ¤ 280,1 25,062.78 and proposal to appropriate the profit as follows: Profit to be carried forward Dividends
¤ 252,063,208.93 ¤ 28,061,853.85
4. Proposal to grant discharge to the Directors of Cobepa in respect of their management and to the Auditor in respect of his auditing assignment. The Directors agree not to receive by registered letter addressed to their residence the documents that must be at their disposal in the deadlines foreseen in article 535 of the Code des sociétés, i.e. the agenda, the accounts, the management report - documents that the Directors have approved during the Board of Directors -, as well as the report of the Auditor.
The Board of Direc tors 23 March 201 2
Annual report 2011 Cobepa
11
BOARD OF DIRECTORS - MANAGEMENT TEAM
Board of Direc tors Mandate expires Chairman Christian Varin ............................................................................................................................................................................................................................................................................ 04-20 1 3 Managing Director
Jean-Marie Laurent Josi ............................................................................................................................................................................................................................................ 04-20 1 3
Directors
Philippe Bodson ...................................................................................................................................................................................................................................................................... 04-20 1 3 Christophe d’Ansembourg ................................................................................................................................................................................................................................ 04-20 1 3 Olivier Davignon .................................................................................................................................................................................................................................................................... 04-20 1 3 Charles de Liedekerke *............................................................................................................................................................................................................................................. 04-20 1 3 Grégoire de Spoelberch **.................................................................................................................................................................................................................................... 04-20 1 3 Olivier de Spoelberch ................................................................................................................................................................................................................................................ 04-20 1 3 Philippe de Spoelberch ........................................................................................................................................................................................................................................... 04-20 1 3 Hugo Ferreira ................................................................................................................................................................................................................................................................................. 04-20 1 3 François Pauly .............................................................................................................................................................................................................................................................................. 04-20 1 3 Bart Van Malderen ............................................................................................................................................................................................................................................................. 04-20 1 3 William Wyatt ............................................................................................................................................................................................................................................................................. 04-20 1 3
Statutory Auditor
PricewaterhouseCoopers .................................................................................................................................................................................................................................... 04-20 1 3 Réviseurs d’entreprises SCCRL represented by Robert Peirce
* representing Millénium 3 SA ** representing GDS Consult SA
E xe c ut ive Co m m i t tee Jean-Marie Laurent Josi - Chairman Dirk K. Broekhuijse Jean-Marc Crépin (CEO of BeCapital as from March 2012) Xavier de Walque - CFO Alfonso Pallavicini (as from April 2012) Alexandre Schmitz
S e cre tary of th e Board of Dire c tors L e gal Af fairs Corporate G ove rn an ce Chantal Barras
I nve s t m e n t D i rec to r Laurent Vermer (BeCapital)
Accou n tin g , Ad min istration , Taxe s Eric Goudsmit
Se nior I nves t m en t M an ager s Hiram Claus Gilles Davignon Benoît Grillaud (BeCapital as from March 2012) I nve s t m e n t M an ager s Aurélien Delavallée Lionel Schreiber (BeCapital) Ramona Wilmes I nve s t m e n t O ff i cer Stefan De Waele
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Annual report 2011 Cobepa
Treasu ry, Con solid ation Dominique Godfroid
CORPORATE GOVERNANCE
1. General principles The principles of Corporate Governance aim to establish clear rules of operation and monitoring for companies and to verify whether their managers have the necessary means and capacity to manage the company for which they are responsible. This management must be performed in the interests of all the shareholders and with the aim of maximizing the share value in the medium to long term. Cobepa is organized to abide by these essential principles. The same applies to Cobehold, the shareholder that holds directly and indirectly 100% of Cobepa and that brings together its ultimate shareholders. Moreover, it is within Cobepa’s role as a professional shareholder to ensure the enforcement of the principles of corporate governance in the companies of which it is a significant shareholder. Transparency of information is an essential element of shareholding in today’s world. That is the specific aim of this report. Cobepa has its own website that provides up-to-date information.
2 . Par ticular aspec ts relating to the companies organization 2.1. Board of Directors The composition and organization of the Board of Directors are governed by articles 12 to 18 of the articles of association. The Board must comprise at least three members. The term of office of the Directors cannot exceed six years. Except in case of force majeure, the Board may duly deliberate and take a decision only if at least half of its members are present or represented, with at least three Directors being personally present. However, the Directors may henceforth deliberate by conference call if the circumstances require a prompt decision or if it is not possible for the majority of the Directors to attend the meeting. No Director may represent more than two of his fellow Directors. All Board decisions are
taken by an absolute majority of the voters. Moreover, a draft decision communicated simultaneously to the Directors and approved unconditionally and unanimously is equivalent to a resolution. To date there are no specific rules governing the appointment of Directors or the renewal of their terms of office. Terms of office are conferred by the meeting of share holders upon a proposal from the Board of Directors. The term of office is currently limited to three years. In addition to the Chairman, who must be an independent Director, the Board is made up of 12 Directors of whom 11 are non-executive Directors related to the shareholders. Article 11 of the articles of association of Cobehold providing that the General Meeting cannot appoint more than half of the Directors from the candidates proposed by a single shareholder or one single group of shareholders is applied in practice by Cobepa; currently the composition of the Board of Directors reflects that of the Board of Directors of Cobehold. By the company rules, the age limit is set at 65 years. However, exemption may be made for a proportion that may not exceed one third of the total number of Directors. The ultimate age limit is set at 75 years. The foregoing list of members of the Board of Directors mentions the expiry date of their present term of office. The Board meets whenever the interest of the company so requires and whenever at least two Directors so request. It deliberates on all matters within its legal competence, in particular the appointment of Managing Directors, the organization of the company’s powers of representation, the formation of the annual accounts and the management report, the convening of the General Meetings, the drafting of the proposals to be decided by the General Meetings. The main decisions concerning investments and divestments fall within the competence of the Board of Directors.
Annual report 2011 Cobepa
13
CORPORATE GOVERNANCE
The Board’s work is organized and documented systematically to allow it to monitor and supervise the day-to-day management and the development of the results, risks and value of the Company. The Auditor attends the part of the meetings devoted to the half-yearly and annual accounts.
modified. The new methodology was approved by the Board of Directors and was applied for the first time to calculate the NAV and ETV as of 31 December 2010. The methodology to assess the Cobepa’s NAV and ETV is based on the following key principles: For the Net Asset Value:
In 2011, the Board met 8 times. 2.2. The Remuneration Committee The Remuneration Committee is made up of Messrs Charles de Liedekerke (Chairman), Philippe de Spoelberch, Christian Varin, William Wyatt and the Managing Director for the part that does not concern him. The Remuneration Committee determines the fixed and variable remuneration of the Managing Director. This Committee determines the terms and conditions of any long term incentive plan granted to the Managing Director and the staff. It also ratifies the compensation proposals presented by the Managing Director for the staff. The Remuneration Committee submits its recommendations on these matters to the Board of Directors. The Remuneration Committee meets at least once a year. In 2011, the Remuneration Committee met 1 time. 2.3. The Audit Committee The Audit Committee is made up of Messrs Charles de Liedekerke (Chairman), Olivier Davignon, Hugo Van Geet (representing Mr Bart Van Malderen), Christian Varin and William Wyatt. It reviews the formation of the accounts and the audit procedures and analyses the risks facing the Company. Twice a year, the Audit Committee also determines the Cobepa’s Net Asset Value (NAV) and Cobepa’s Estimated Transactional Value (ETV). The NAV and ETV are then submitted to the Board for approval. In 2010, the methodology to calculate the NAV and ETV – which has been adopted in 2004 – was slightly
14
Annual report 2011 Cobepa
The Net Asset Value of each investment will be estimated by applying the valuation methodology which appears the most adequate for assessing the Fair Market Value of the investment (i.e. amount for which the investment should exchange on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction). • For quoted investments, the Net Asset Value is the stock price (average of market price of the last 20 trading days); • For unquoted investments, the generally accepted valuation methodologies can be used with following a priority grid: – a t cost for investments having been acquired since less than 12 months (except in case of impairment) – v alue based on a predefined valuation formula agreed by the shareholders agreement – v alue of a relevant third party transaction having taken place in the last 12 months – value based on market multiples (if relevant) – value based on the entry multiples – value based on the discounted cash flow – other valuation methodology • For each investment, the retained valuation methodology will be used as much as possible in a consistent way from one year to another. For the Estimated Transactional Value: To calculate the ETV, a discount will be applied to the NAV of each asset. The level of the discount depends upon the liquidity of the asset. Three categories of discount have been adopted: 5%, 15% and 25%. In this report, we only mention the Net Asset Value of Cobepa. The Estimated Transactional Value is communicated only to our shareholders.
CORPORATE GOVERNANCE
The Audit Committee meets at least twice a year. In 2011, the Audit Committee met 3 times. A meeting will be valid only if at least half of the members are present. 2.4. Day-to-day management Day-to-day management is entrusted to Jean-Marie Laurent Josi in his capacity of Managing Director.
among shareholders during which they are asked about their intention to sell or buy Cobehold shares. This procedure is designed to facilitate the liquidity of the share - without guaranteeing it. The sixth trading round took place in 2011. One shareholder sold part of his shares. The following trading round will take place during the three months following the Ordinary General Meeting of 27 April 2012.
3. Relations with shareholders The ultimate shareholders of Cobepa are the shareholders of Cobehold whose only significant asset is its holding in Cobepa and its holding in Cobip and Cobip II. As Cobehold is a unlisted company, a mechanism has been put in place so that all the shareholders of Cobehold have access to regular and quality information on the development of Cobepa and its performance. Moreover, the management of Cobepa informs the shareholders directly in writing of any significant events relating to Cobepa or its holdings. The Net Asset Value and the Estimated Transactional Value of Cobepa and Cobehold are communicated twice a year to the shareholders. This is communicated during two meetings, one of which coincides with the Ordinary General Meeting of Cobehold. At these meetings, the shareholders are informed of the progress of the business and have an opportunity to ask any questions about the situation of Cobepa or its holdings. The accounts of Cobepa are approved by written resolutions of the shareholders. The determination of the Estimated Transactional Value of Cobepa and Cobehold is also intended to facilitate the sale and purchase of Cobehold shares by its shareholders. To this end, the management of Cobepa is under an obligation to organize a "trading round" once a year
Annual report 2011 Cobepa 
15
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Annual report 2011 Cobepa
SIMPLIFIED GROUP STRUCTURE AS OF 31 DECEMBER 2011
SHAREHOLDERS
1 00%
40%
COBEHOLD 95%
60%
COBIP 5%
COBEPA
GROWTH CAPITAL
COBIP II
LBO
PARTNERSHIP
Unlisted 12.50% — BANK DEGROOF
B
49. 1 5% — CARRIÈRES DU HAINAUT
B
20.23% — BECAPITAL
LUX
4 1.73% directly
20.00% — CARMEUSE
LUX
5.23% — EUROSCREEN
1 8.00% — INTERNATIONAL SOS
B
SG
32.70% — D&B audiotechnik
37.05% — OPTELEC
2 1.96% — PRINCESS YACHTS
D
NL
LUX/UK
6.16% voting rights
40.00% — JF HILLEBRAND
9.42% — NOVESCIA
D
76.64% — SGG
F
50.00% — technomarine
33.45% — ROYAL SENS
NL
10.74% — VAN OORD
NL
LUX
LUX/CH
Listed 3.84% — D’IETEREN
B
3.53% voting rights
1 5.1 3% — SAPEC
1 8.48% — ZETES INDUSTRIES
B
B
1 7.87% fully diluted
Annual report 2011 Cobepa
17
PORTFOLIO
BANK DEGROOF Bank Degroof is the largest independent private bank in Belgium. Founded in 1871, Bank Degroof enjoys an excellent and solid reputation primarily as a wealth manager and financial advisor. Bank Degroof focuses on asset management for private and institutional clients, corporate finance and market activities. It is present in Belgium, Luxembourg, France, Switzerland and Spain, with more than 1,000 employees.
Date of investment Ownership Key figures (¤M)
2009 1 2.50% 2009
2010
2011
Assets under management (¤ bn)
22.9
24.8
24.2
Normalised net profit
82.7
83.9
87.4
Bank Degroof reported an increase in net profits, fuelled by higher income. The profitability was however affected by negative marked-to-market adjustments.
CARMEUSE Carmeuse, headquartered in Belgium, is the second largest limestone company in the world. It has 150 years of experience in the extraction and processing of limestone and dolomitic stone into lime and lime-related products. The main uses of lime are in the production of iron and steel for which there is no substitute; it has applications in soil stabilization for the construction of roads and the building industry in general. More and more applications are being developed in the environmental domain to clean hazardous air pollutants and liquid industrial discharge. Carmeuse is n°2 in Western Europe, n°1 in Central & Eastern Europe and n°1 in North America.
Date of investment Ownership
2005 20.00%
Key figures (¤M)
2009
2010
2011
Sales
943.9
1,1 08.3
1,1 76.7
EBITDA
207.4
246.7
256.6
Carmeuse continues to evidence satisfying trading performance in 2011 as volumes are pushed by the good health of the American steel industry.
CARRIèRES DU HAINAUT Carrières du Hainaut (CDH) owns and operates a 200 hectare blue limestone quarry located in Soignies (south of Belgium), which makes it one of the largest “open sky” ornamental stone quarries in Europe. It extracts up to 100,000 m3 of blue limestone blocks per year, which are further processed in-house. They are either sold as semi-finished products to stone and marble cutters, or as finished tiles to building material companies and independent distributors in Belgium, the Netherlands, Germany and the north of France.
18
Annual report 2011 Cobepa
Date of investment Ownership Key figures (¤M)
2005 49.15% 2009
2010
2011
Sales
50.1
46.0
50.1
EBITDA
1 7.0
1 2.4
16.0
After a difficult 2010 due to adverse weather conditions, sales in 2011 returned to normal levels with volume growth observed in the core market segments and product categories. The cash-generative nature of the business enabled a second recapitalisation to be implemented at year-end.
PORTFOLIO
D&B AUDIOTECHNIK d&b audiotechnik is one of the world's top-3 providers in the area of high-end speakers, amplifiers and associated components for professional use. The product portfolio was continuously expanded in recent years and sets new standards through combining compact and high quality design with excellent sound quality. d&b’s integrated sound reinforcement systems are used globally in rental and installation markets. The company is headquartered in Backnang (Germany).
Date of investment Ownership Key figures (¤M) Sales EBITDA
201 1 32.70% 2009
201 0
201 1
35.1
42.8
46.4
9.1
1 2.5
1 2.1
d&b audiotechnik reported a strong increase in turnover in 2011. EBITDA was however affected by a temporary surge in raw material prices. The company is working on a series of new products to be launched in 2012.
D’IETEREN D’Ieteren is a leading automotive services company, listed and controlled for more than 200 years by the D’Ieteren family. Its activities include: • the largest car distributor in Belgium and the exclusive importer of VW, Audi, Porsche, Seat, Škoda, Lamborghini and Bentley; • 92.7% ownership of Belron, the world’s largest glass replacement and repair company.
Date of investment Ownership Key figures (¤M) Sales Net profit
1 994 3.84% (3.53% voting rights) 2009
201 0*
201 1*
6,269.7
5,533.8
5,977.3
1 87.0
21 7.8
259.4
* excluding Avis figures
2011 was a particular year for D’Ieteren which sold its stake in Avis Europe and evidenced record-high sales of vehicles in Belgium. Sales progressed by 8% versus 2010, despite Belron being slightly impacted by milder weather and increasing competition.
INTERNATIONAL SOS International SOS is the world’s leading international healthcare, medical assistance, and security services company. They help organizations manage the health and security risks facing their international travellers and expatriates. Its headquarters are based in Singapore, whilst its services are provided to clients worldwide through a network of alarm centres, clinics, and health and logistics providers, offering local expertise, preventive advice and emergency assistance during critical illness, accident, or civil unrest.
Date of investment Ownership
2007 1 8.00%
Key figures ($M) 30.06
2009
201 0
201 1
Sales
849.3
857.3
1,085.7
70.6
72.4
1 05.5
EBITDA
ISOS achieved 27% top-line growth in 201 1, which was chiefly derived from strong organic growth, in addition to a few acquisitions. All core businesses evidenced a significant revenue increase while profit margins also held up very well.
Annual report 2011 Cobepa
19
PORTFOLIO
JF HILLEBRAND JF Hillebrand is the leading global player in the alcoholic beverage freight forwarding industry. The company has been significantly outgrowing its sector peers via specialization and a focus on its core competencies, an entrepreneurial business development strategy and a high degree of professionalism.
Date of investment Ownership Key figures (¤M)
2006 40.00% 2009
2010
2011
Sales
131.4
152.0
181.6
EBITDA
44.1
48.9
55.4
Containers shipped by JFH increased by 8.5% in 2011. This increase in volumes was slightly offset by declining gross margins per container. JFH continued to manage a cost efficient structure. It further developed its Industrial Bulk activities to expand its service offering.
NOVESCIA Novescia is one of France's leading medical biology groups, Date of investment 2010 established in 2008 and currently comprising over 100 Ownership 9.42% laboratories. Following the landmark transaction by which Novescia acquired the biology pole of Générale de Santé Key figures (¤M) 201 1 2009 201 0 at the end of 2009, the Company continues to actively 1 46.5 Sales NA 1 20.6 participate in the consolidation of the fragmented private lab market in France. It is implementing an ambitious growth EBITDA 6.3 NA 5.9 strategy consisting of acquiring labs in defined geographical Novescia continued its buy-and-build strategy in 20 1 1 and areas, and centralising on technical platforms the medical started to take actions to accelerate the realisation of analyses formerly performed within the individual entities. synergies within the group. Novescia’s innovative business model comprises a true partnership with biologists and an industrial approach focused on both quality and efficiency of operations.
OPTELEC Based in the Netherlands, Optelec is the leading distributor, designer and manufacturer of assistive technologies for people who are visually impaired or blind. Leveraging a multi-tier distribution network covering more than 60 countries, Optelec is the world market leader in the low vision segment.
Date of investment Ownership Key figures (¤M) Sales EBITDA
1 997 37.05% 2009
201 0
201 1
37.4
37.6
34.7
5.3
6.3
5.8
Due to a difficult economic climate, reduced government funding and fierce price competition in key markets, new product launches could not prevent sales to decrease by 8% in 201 1. Efficient sourcing and continued cost control could partially offset the EBITDA impact.
20
Annual report 2011 Cobepa
PORTFOLIO
PRINCESS YACHTS Princess Yachts International is one of the leading motor yacht builders in Europe and one of the largest boat builders in the UK, focussed on the mid to large-size yacht market. Founded in 1 965, the company today operates four vertically integrated manufacturing facilities in the Plymouth area and has become one of the most respected names in the marine industry. Sold throughout the world, Princess’ motor yachts have established a strong reputation based on class leading performance and exceptional quality standards. In July 2008, the company was acquired by Cobepa alongside L Capital, LVMH and Groupe Arnault.
Date of investment Ownership
2008 2 1 .96% (6.1 6% voting rights)
Key figures (£M)
2009
201 0
201 1
Sales
201.9
21 0.8
233.7
EBITDA
30.6
35.3
34.2
In 2011, Princess continued its growth path with record sales and profitability. It strengthened further its market position and product offering. At the end of the year, its order book exceeded annual sales.
ROYAL SENS Royal Sens was founded in 1896 as a general printer. Today it is a major producer of wet glue labels with its main production site in Rotterdam from which it serves customers in the Benelux, Scandinavia and the UK. Its clients are large European food and beverage companies requiring highly specialised labels.
Date of investment Ownership Key figures (¤M) Sales EBITDA
1 996 33.45% 2009
201 0
201 1
3 1 .4
27.7
30.4
1.5
1.0
2.6
Royal Sens evidenced a 1 0% increase in sales, driven by the increasingly strong positioning of the company in reel fed sleeves packaging. Higher gross margins and a stable cost base resulted in a significant improvement of profitability.
SAPEC Listed in Brussels, Sapec is mainly active in Spain and Portugal: • in agrochemicals, it manufactures and distributes crop protection products as well as micronutrients to stimulate plant development; • it is an integrated trader of agro food products such as soya and cereals; • it operates ports and warehouse facilities for solid and liquid bulk products, as well as container repair services.
Date of investment Ownership
1 993 1 5.1 3%
Key figures (¤M)
2009
201 0
201 1
Sales
522.4
455.4
51 6. 1
20.0
30.1
27.3
EBITDA
The core division of Sapec (agrochemicals) evidenced a decent rebound in 2011 as investments made to develop the number of licences and to grow internationally start to pay off. However, the trading activity continues to weigh on the profitability of the group.
Annual report 2011 Cobepa
21
PORTFOLIO
SGG SGG has been a major player in the Luxembourg trust market for more than 50 years. It has developed a global expertise in the field of services to funds, high net worth families, and international companies. SGG employs more than 250 employees, specialised in accounting, tax and financial engineering.
Date of investment Ownership Key figures (¤M)
2010 76.64% 2009
2010
2011
Sales
42.1
42.3
44.1
EBITDA
11.9
15.3
15.7
SGG performed well in 2011, despite increased pressure on tariffs and payment conditions. The group completed two add-on acquisitions, IMFC Netherlands and Facts Services, which are not yet included in 2011 results. These will further increase the competitiveness of SGG in the future.
TECHNOMARINE Based in Switzerland, TechnoMarine develops and distributes a unique range of luxury watches and accessories. Its original watch designs, featuring diamonds and lively coloured ceramic or gel bands, offer a distinct combination of luxury, fashion and fine watch making skills. Created in 1 997, the Company is present across 1 00 countries around the globe in over 2,000 points of sale.
Date of investment Ownership Key figures ($M) Sales EBITDA
2007 50.00% 2009
2010
2011
26.0
33.5
30.5
1.4
2.4
(1.8)
Due to current economic conditions and management disruption at the end of 20 1 0, revenues decreased in 20 1 1 but are still above 2009. EBITDA was impacted by investments in marketing expenses.
VAN OORD Van Oord, an independent family business, is a leading international contractor active in dredging and marine services for onshore and offshore infrastructure development. The Company is considered one of the four major dredging companies worldwide which has substantially invested in its fleet of dredging and marine contracting equipment over the last decade. Van Oord accumulated the necessary experience which enables it to execute the largest and most complex marine engineering projects. It is headquartered in Rotterdam, the Netherlands, and employs around 4,500 people.
22
Annual report 2011 Cobepa
Date of investment Ownership Key figures (¤M) Sales EBITDA
2011 1 0.74% 2009
2010
2011
1,423.8
1,578.3
1,715.0
259.6
289.0
287.4
Despite challenging times for the wider construction industry, Van Oord achieved solid revenue growth in 2011, evenly distributed over its core business lines and geographical areas. Its largest dredging vessels evidenced a somewhat lower deployment rate though, impacting on average margins.
PORTFOLIO
ZETES Zetes is the European leader in the design, development and implementation of automatic identification of people and goods, using bar codes, voice recognition, chip cards and RFID. For goods, Zetes provides solutions to optimize the supply chain and automate general services to the customers of distribution companies, transport… For people authentication, Zetes aims to integrate solutions encompassing the security of transactions and the identification of persons.
Date of investment Ownership
1998 18.48% ( 1 7.87% fully diluted)
Key figures (¤M)
2009
201 0
201 1
Sales
1 67.5
21 6.7
220.6
1 3.6
1 9.1
18.6
EBITDA
After the good performance achieved in 20 1 0, Zetes consolidated its sales and profit levels in 201 1. Demand for Goods ID remained strong in 201 1 pushed by the continuous quest of efficiency gains among clients, whilst the People ID division faced declining sales as 20 1 0 was characterised by a high number of short term projects.
Annual report 2011 Cobepa
23
The strength of a mindset
24 
Annual report 2011 Cobepa
Financial section 2011. 1. RESTRICTED CONSOLIDATED ACCOUNTS Summary Balance sheet – Income statement Sources and applications of funds Notes
26 28 32 33
2. STATUTORY ACCOUNTS Balance sheet - Income statement
48
3. CALENDAR & ADDRESS
55
Annual report 2011 Cobepa
25
RESTRICTED CONSOLIDATED ACCOUNTS
Consolid ated earnings - summary (in mil lion ¤) 3 1 .1 2.201 1
3 1 .1 2.201 0
Dividends and interests from financial fixed assets Financial earnings and income from current assets Financial earnings and income from real estate
28.0 3.0 0.0
20.4 2.3 (0.1 )
Recurrent financial earnings
31.0
22.6
Income from services and management Operating costs
0.6 (6.7)
0.9 (5. 1 )
Other recurrent earnings
(6.1)
(4.2)
Current earnings from the companies at equity
0.7
(0.2)
Current earnings
25.6
1 8.1
Capital earnings Other extraordinary earnings
(4.0) 0.1
87.8 (1.6)
Earnings before taxes
21.7
1 0 4.3
Taxes
(0. 1 )
(0. 1 )
Earnings after taxes
21.6
1 0 4.2
Current earnings per share Net earnings per share
1.25 1.05
0.89 5.09
Weighted average number of shares (in million)
20.5
20.5
26
Annual report 2011 Cobepa
RESTRICTED CONSOLIDATED ACCOUNTS
Consolid ated balance sheet af ter appropriation - summary (in mil lion ¤) 3 1 . 1 2.201 1
3 1 . 1 2.201 0
Intangible and tangible fixed assets Investments
1.4 701.4
1 .1 527.3
Fixed assets ( 1 )
702.8
528.4
Equity Provisions
770.6 1 7.0
777. 1 1 8. 1
Permanent capital (2)
787.6
795.2
Net working capital (2) - ( 1 ) or (3) - (4)
84.8
266.8
Receivables Short-term investments, cash and cash-equivalents
7.8 1 1 4.5
26.4 272.2
Current assets (3)
1 22.3
298.6
Financial debts Other amounts payable
0.0 37.5
0.0 3 1 .8
Debts (4)
37.5
3 1 .8
Annual report 2011 Cobepa
27
RESTRICTED CONSOLIDATED ACCOUNTS
Consolid ated balance sheet af ter appropriation (in thous and ¤) 3 1 .1 2.20 1 1
3 1 .1 2.20 1 0
702,773
528,4 1 9
22
36
1,343 498 526 31 9
1 , 1 1 4 587 23 1 296
V. Financial assets A. Enterprises accounted for using the equity method B. Other enterprises 1. Shares 2. Amounts receivable
701,408 459 700,949 620,384 80,565
527,269 (236) 527,505 452,032 75,473
Current assets
1 22,298
298,6 1 9
VI. Amounts receivable after one year B. Other amounts receivable
21 4 21 4
24 1 24 1
VII. Stocks and contracts in progress A. Stocks 5. Real estate for sale
1 46 1 46 1 46
1 40 1 40 1 40
VIII. Amounts receivable within one year A. Trade debtors B. Other amounts receivable
6,546 677 5,869
24,992 1 ,287 23,705
IX. Short term investments B. Other investments and deposits
1 1 4,340 1 1 4,340
27 1,799 27 1,799
X. Cash
1 7 7
439
XI. Deferred charges and accrued income
875
1,008
825,071
827,038
Assets Fixed assets II. Intangible assets IV.
Tangible assets A. Land and buildings B. Equipment and machinery C. Furniture and vehicles
Total assets
28
Annual report 2011 Cobepa
RESTRICTED CONSOLIDATED ACCOUNTS
Consolid ated balance sheet af ter appropriation (in thous and ¤) 3 1 .1 2.201 1
3 1 .1 2.201 0
Capital and reserves
770,579
777,056
I. Capital A. Issued
203,543 203,543
203,543 203,543
5 1, 1 75
5 1, 1 75
51 5,477
52 1 ,954
V. Consolidation adjustments
448
448
VI. Foreign currency translation adjustments (+)(-)
(64)
(64)
Provisions and deferred taxes
1 6,971
1 8,074
IX. A. Provisions for liabilities and charges 1. Pensions and similar obligations 2. Deferred taxes 4. Other liabilities and charges
1 6,971 242 98 1 6,631
1 8,074 242 98 1 7,734
Creditors
37,521
31,908
37,088 – 690 690 835 835 – 5,694 3,703 1,991 29,869
3 1,838 – 1,673 1,673 425 425 – 4,393 3,7 1 7 676 25,347
433
70
825,071
827,038
Liabilities
II. Share premium account IV. Reserves
XI. Amounts payable within one year A. Current portion of amounts payable after one year B. Financial debts 2. Other loans C. Trade debts 1. Suppliers D. Received advances E. Taxes, remuneration and social security 1. Taxes 2. Remuneration and social security F. Other amounts payable XII. Accrued charges and deferred income
Total liabilities
Annual report 2011 Cobepa
29
RESTRICTED CONSOLIDATED ACCOUNTS
Consolid ated income statement (in thous and ¤) 3 1 .1 2.201 1
3 1 .1 2.201 0
I. Sales and services rendered A. Turnover D. Other operating income
2,096 2,057 39
2,28 1 2,267 1 4
II. Costs of sales and services rendered B. Services and other goods C. Remuneration, social security costs and pensions D. Depreciation of and amounts written off formation expenses, intangible and tangible fixed assets E. Amounts written off stocks, contracts in progress and trade debtors (increase +, decrease -) F. Provisions for liabilities and charges (increase +, utilization and write-back -) G. Other operating charges
8,398 4,329 3,753
8,560 5, 1 52 3,000
245
256
–
30
– 71
– 1 22
III. Operating profit (+) Operating loss (-)
(6,302)
(6,279)
IV.
Financial income A. Income from financial fixed assets B. Income from current assets C. Other financial income
31,231 28,032 2,595 604
23,326 20,537 1,876 9 1 3
V.
Financial charges A. Debt charges B. Amounts written off current assets C. Other financial charges
394 77 (90) 407
95 1 1 52 99 700
695
(242)
25,230
1 5,854
6,1 55 3,205 1,297 1,628 25
1 1 1,563 7,580 5,1 52 98,7 1 8 1 1 3
VI. Net result of companies at equity VII. Current profit before taxes (+) Current loss before taxes (-) VIII. Extraordinary income B. Write-back of amounts written off financial fixed assets C. Write-back of provisions for extraordinary liabilities and charges D. Gains on disposal of fixed assets * E. Other extraordinary income
30
Annual report 2011 Cobepa
RESTRICTED CONSOLIDATED ACCOUNTS
Consolid ated income statement (in thous and ¤) 3 1 .1 2.201 1
3 1 .1 2.201 0
9,784 1 9,459 1 94 – 1 30
23,207 1 1 2,757 8,569 1 1 ,879
21,601
1 0 4,2 1 0
(1 6) (1 6)
7 ( 1 5) 22
XII. Profit of the year (+) Loss of the year (-)
21,585
1 0 4,2 1 7
XIV. Share of the group in the profit of the year
21,585
1 0 4,2 1 7
IX.
Extraordinary charges A. Extraordinary depreciation and amounts written off B. Amounts written off financial fixed assets C. Provisions for extraordinary liabilities and charges D. Losses on disposal of fixed assets E. Other extraordinary charges
X. Profit of the year before taxes (+) Loss of the year before taxes (-) XI. Income taxes A. Income taxes B. Adjustments of income taxes and write-back of tax
Annual report 2011 Cobepa
31
RESTRICTED CONSOLIDATED ACCOUNTS
Sources and applications of funds (in thous and ¤)
Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period
Period 201 1
Period 2010
(1 57,720)
242,422
272,237 1 1 4,51 7
29,8 1 5 272,237
732
(8,406)
Net cash flow from operating activities
(4) = ( 1 ) + (2) + (3)
Net result
( 1 )
21,585
1 0 4,2 1 7
(2)
(5,61 9) (22,409) (588) (1,581) (47) 1 47 1 76 (695) 246 6,254 (1.1 02)
(5,1 75) (1 5,360) (84 1 ) (97,236) (7) 695 236 242 257 5,1 7 7 3,4 1 7
(25,21 8)
(108,595)
4,365
(4,028)
(1 3 4,692)
272,540
(485) (2) 72
(353) (6) 29
(41 5)
(330)
(1 75,987) (1 6,1 35) 4,1 38 1 7,355 9,778 5,61 9 22,409 588 (1 47) (1 76)
(90,940) (4,944) (3,46 1 ) 397,249 (13,100) 12,246 5,1 75 15,360 84 1 (695) (236)
(1 32,558)
3 1 7,495
(1,71 9)
(45,000) 375 –
(1,71 9)
(44,625)
(23,760)
(21,71 2)
(1 57,720)
242,422
Interest income from participations Dividends received from participations Fees, commissions and other proceeds from participations Gains on disposal of investments (net of financial costs) Gains on disposal of fixed assets Gains or losses on forex hedgings related to participations Financing and others costs related to participations Loss (Profit) of companies at equity Depreciation and amortization Impairment losses on participations Increase (decrease) in provisions Change in working capital
(3)
Net cash flow from investing activities
(8) = (5) + (6) + (7)
Purchase of property, plant and equipment Purchase of intangible assets Proceeds from disposal of property, plant and equipment
(5)
Investment in participations Loans granted to participations Short-term loans granted to/by participations Proceeds from disposal of financial assets - of which: short-term receivables Reimbursement of loans granted to participations Interest received from participations Dividends received from participations Fees, commissions and other proceeds from participations Costs on forex hedgings related to participations Financing and other costs related to participations
Repayment of borrowings New borrowings Capital increase
(6)
(7)
Dividends paid
(9)
Net increase (decrease) in cash and cash equivalents
( 1 0) = (4) + (8) + (9)
32
Annual report 2011 Cobepa
RESTRICTED CONSOLIDATED ACCOUNTS
Notes to the accounts
I. Restricted consolidation criteria 1. In accordance with article 1 1 2 of the Code des sociétés, Cobepa is not required to draw up or submit consolidated accounts. However, for the sake of completeness, the Company is submitting restricted consolidated accounts, which are not drawn up according to Book II, Title II of the Royal Decree of 30 January 2001 on consolidated financial statements. These restricted consolidated accounts include in the consolidation scope only the subsidiaries operating in the same field as Cobepa and in which Cobepa's participation exceeds 50%. To date, according to this definition, the consolidation scope includes only the companies that belong to the internal structure of the Cobepa group and not the companies operating in other fields. Your Board of Directors has consequently decided to refer to these accounts as “restricted consolidated accounts”, since the decision has been made not to apply the equity method or proportional consolidation. The reason for this approach is that, given the diversity of the sectors covered by the companies in the Cobepa’s portfolio, the Board of Directors believes that consolidation of the results of these companies would be inappropriate in terms of information and would reveal little in economic terms. 2. Full consolidation entails aggregating on a line by line basis the individual balance sheets and income statements of consolidated subsidiaries, after making adjusting entries to bring them into line with group valuation rules and accounting practices, and after eliminating intra-group balances and intra-group transactions.
II. Subsidiaries A. Restricted consolidation scope Name and Registered Office
Company number
Percentage in capital (in % of interest)
B 1 000 Bruxelles
0820.3 1 8.3 1 0
1 0 0.0
CIPPAR SA, Place de la République Française 4 1 – B 4000 Liège
0424.792.989
1 0 0.0
NL 1 0 1 7 BV Amsterdam
1 0 0.0
BECAPITAL INVESTMENT ADVISOR SA, Rue de la Chancellerie 2, bte 1 –
COBEPA (NEDERLAND) NV, Herengracht 537 – GFL SA, Place de la République Française 41 – B 4000 Liège
0404.254.329
97.9
IBEL NV, Rue de la Chancellerie 2, bte 3 – B 1 000 Bruxelles
0457.983.223
1 0 0.0
MASCAGNA SA, Boulevard Prince Henri 9b – L 1 724 Luxembourg
1 0 0.0
MOSANE SA, Place de la République Française 41 – B 4000 Liège
0401.638.002
1 0 0.0
REGIO NV, Rue de la Chancellerie 2, bte 3 – B 1 0 00 Bruxelles
0425.949.467
1 0 0.0
SOFIREAL SA, Rue de la Chancellerie 2, bte 1 – B 1 0 00 Bruxelles
04 1 4.248.396
99.9
TRADEXCO SA, Rue de la Chancellerie 2, bte 1 – B 1 0 00 Bruxelles
0423.680.855
1 0 0.0
ULRAN SA, Boulevard Prince Henri 9b – L 1 724 Luxembourg
1 0 0.0
Annual report 2011 Cobepa
33
RESTRICTED CONSOLIDATED ACCOUNTS
B. Subsidiaries excluded from the restricted consolidation Name and Registered Office
Company number
Percentage in capital
Reason for the exclusion 1
0893.808.478
1 0 0.0
a
Boulevard Prince Henri 9b – L 1 724 Luxembourg
50.0
a
76.6
a
1 0 0.0
a
0434.709.359
50.0
b
040 1 .075.006
1 0 0.0
b
COBSOS SA, Rue de la Chancellerie 2, bte 1 – B 1 000 Bruxelles FINANCIERE CRONOS SA, KANELIUM INVEST SA, Route d’Esch 4 1 2 – L 2086 Luxembourg REDCREST CONSULTING Ltd, Apostolos Varnavas 2, 2571 Nisou, Nicosia, Cyprus TRUCK DEVELOPMENT SA, Place de la République Française 41 – B 4000 Liège UCO ENGINEERING CVBA en liquidation, Rue de la Chancellerie 2, bte 3 – B 1 000 Bruxelles 1. Reason for the exclusion: a . Special purpose vehicles b. The enterprise is immaterial
III. Associated companies accounted / not accounted for using the equity method A. Associated companies accounted for using the equity method Name and Registered Office
Company number
Percentage in capital
BECAPITAL GENERAL PARTNER SARL, Boulevard E. Servais 20 – L 2535 Luxembourg
50.0
B. Associated companies not accounted for using the equity method Name and Registered Office
Company number
Percentage in capital
BECAPITAL PRIVATE EQUITY SCA SICAR, Boulevard E. Servais 20 – L 2535 Luxembourg
20.2
CARMEUSE HOLDING SA, Avenue Guillaume 9 – L 1 65 1 Luxembourg
20.0
CDH DEVELOPPEMENT SA, Place Flagey 1 8 – B 1 050 Bruxelles
0875.7 1 2.634
49.2
CONSTRUCTIONS ET GESTION NV , Kortrijkstraat 1 2 – B 8560 Wevelgem
040 1 .946.323
29.2
D&B AUDIOTECHNIK HOLDING GmbH, Eugen-Adolff-Strasse 134 – D 71 522 Backnang
32.7
FIMOPAR SA , Rue du Couvent 2 – B 7750 Mont de l’Enclus
04 1 3.604.93 1
29.2
IMMOBILIERE GENERALE SOCIALE NV , Kortrijkstraat 1 2 – B 8560 Wevelgem
04 1 3 .03 1 .245
29.2
JF HILLEBRAND GROUP AG, Carl-Zeiss-strasse 6 – D 55 1 29 Mainz Hechtsheim
40.0
OPTELEC HOLDING BV, Breslau 4 – NL 2993 LT Barendrecht
37.0
KONINKLIJKE STADLER & SAUERBIER HOLDING BV, Weegbreestraat 1 1 – NL 3053 JS Rotterdam
33.4
WRIGHT TECHNOLOGIES NV, Alexanderveld 86 – NL 2585 DB ‘s-Gravenhage
25.1
*
*
*
* in liquidation
34
Annual report 2011 Cobepa
RESTRICTED CONSOLIDATED ACCOUNTS
IV. Other companies List of companies other than those referred to in notes II and III, in which the companies included in the restricted consolidation and those which are excluded from it, hold at least 1 0% of the capital, either directly or through parties acting in their own names but on behalf of these companies. Information from the most recent period for which annual accounts are available Name and Registered Office
Company Percentage Annual Currency Shareholders number in capital accounts for unit equity period ending (000)
Net result (000)
BANK DEGROOF SA Avenue Louise 500 – B 1 050 Bruxelles
0403.21 2.1 72
1 2.5
30.09.201 1
EUR
429,836
34,755
Côte d’Eich 73 – L 1 450 Luxembourg
2 1 .9
NR
EUR
NR
NR
0403.085.280
1 5.1
3 1 .12.201 0
EUR
68,844
(449)
Watermanweg 64 – NL 3009 AN Rotterdam
1 0.75
3 1 .12.201 1
EUR
634,51 3
1 1 7,922
1 8.5
31.12.201 0
EUR
62,1 1 6
2,053
R.N.O. GROUP SCA SAPEC SA Avenue Louise 500 – B 1 050 Bruxelles VAN OORD ZETES INDUSTRIES SA Rue de Strasbourg 3, bte 4 – B 1 1 30 Bruxelles 0425.609.373
The investments kept in the portfolio are valued at cost except in case of impairment or significant third party transaction.
Annual report 2011 Cobepa
35
RESTRICTED CONSOLIDATED ACCOUNTS
V. Summary of accounting policies TANGIBLE FIXED ASSETS Tangible fixed assets are valued at acquisition cost including ancillary expenses incurred at the time of acquisition. Depreciation rates are as follows: • • • •
20% for office equipment 1 0% for furniture 20% for mobile equipment 0% for works of art.
These rates may, however, be brought up to levels allowed by the Ministry of Finance in respect of ancillary costs as well as in the context of the regulations permitting use of the declining balance method. Where appropriate, exceptional depreciation will be applied to bring the net book value of a tangible fixed asset down to the lower of its economic value and book value. FINANCIAL FIXED ASSETS Investments and other securities held in portfolio are booked at their acquisition cost including the commissions paid to intermediaries. At the balance sheet date, the acquisition cost of each investment or security held in portfolio is compared to its estimated realizable value in accordance with the evaluation method set out below. If the estimated realizable value is lower than the acquisition cost, write-downs are recorded in the income statement to the extent that the impairment in value is deemed to be permanent. Appropriate write-backs are recorded in respect of writedowns on securities on which capital gains are subsequently realized. More specifically, a position may be “hedged” by the purchase of put options, covering the risk of share price going down. The paid premiums are booked on the assets side of the balance sheet in treasury investments. If the shares covered by these options are sold at due date, the premiums will be booked against the sale proceeds. If they are not sold, the premiums will be booked as a cost. Received premiums (sale of put or call options) are booked on the liabilities' side of the balance sheet in “deferred charges and accrued income” until due date of the operations after which they will be booked in revenue. At closing date of each period, the global position (all share option contracts and shares covered) will be examined to determine the possible adjustment to be booked. INVESTMENTS Investments are valued on the basis of the underlying net asset value (i.e. net asset value corrected for gains and losses prudently estimated on the basis of the financial position, profitability or prospects of the enterprise concerned). The book value is taken from the most recent balance sheet or the last known financial position. OTHER SECURITIES HELD IN PORTFOLIO Quoted or publicly-traded shares are generally valued at the closing rate on the balance sheet date, provided that the market in the shares is active. Unquoted shares and shares where the market is not considered to be active are valued by reference to their net asset value as defined above. If their net asset value cannot be calculated, shares are valued by reference to their net book value.
36
Annual report 2011 Cobepa
RESTRICTED CONSOLIDATED ACCOUNTS
OTHER FINANCIAL FIXED ASSETS - AMOUNTS RECEIVABLE They are recorded at nominal value, adjusted, where appropriate, in respect of amounts receivable bearing no interest or granted at exceptionally low interest rates. Where recoverability is considered to be unlikely, notably in the light of the financial position of the debtor, an appropriate write-down is recorded. SHORT-TERM TRADING SECURITIES Trading securities are valued using the same principles set out above for other securities held in portfolio. Appropriate write-downs are recorded in respect of unrealized losses, which are written back, where securities are subsequently realized for a gain. OTHER AMOUNTS RECEIVABLE, SHORT-TERM INVESTMENTS AND CASH AT BANK AND IN HAND Other amounts receivable, short-term investments and cash at bank and in hand are stated at acquisition cost or nominal value. Write-offs and write-backs are recorded on the basis of the criteria applied to other financial fixed assets – amounts receivable above. PROVISIONS FOR LIABILITIES AND CHARGES At the close of each financial year, the Board of Directors examines prudently, sincerely and in good faith the provisions required to cover anticipated liabilities and possible charges which have arisen in the course of the year under review and previous financial years. The provisions which relate to previous financial years are subject to continuous reappraisal and released to the income statement where they are found to be no longer justified. AMOUNTS PAYABLE AFTER ONE YEAR AND WITHIN ONE YEAR Such liabilities are recorded at their nominal value, adjusted, where appropriate, in respect of non-interest bearing long-term debts or debts bearing an abnormally low rate of interest. DEFERRED CHARGES, ACCRUED INCOME, ACCRUED CHARGES AND DEFERRED INCOME Accrued and deferred income, and deferred and accrued charges are calculated at the balance sheet date and stated in the appropriate accounts on the assets and liabilities sides of the balance sheet. As a general rule, all amounts payable and receivable are shown in the accounts at the middle free market price quoted on the balance sheet date. Disparities over and against historical value are grouped by currency. Where the net difference by currency shows an unrealized loss, it is recorded as a charge in the income statement. Unrealized exchange gains are recorded in the balance sheet account “accrued charges and deferred income”. Where the financing of an investment is hedged in the same currency as the investment, the exchange rate of the financing is maintained at its historical rate.
Annual report 2011 Cobepa
37
RESTRICTED CONSOLIDATED ACCOUNTS
FOREIGN CURRENCY TRANSLATION Balance sheet accounts which are not in Euro are translated into Euro at the exchange rate end of the year. The annual mean exchange rate is used for income statements. Shareholders’ equity is translated at historical rates. The difference thus created by using the year end rate is booked under the caption “Foreign currency translation adjustment” in the equity caption. The difference between applying the mean and year end exchange rate for income statements is recorded under the same caption. IMPACT OF INTRA-GROUP ASSET SALES Earnings impact: • profits are eliminated in Group’s share • losses are accounted for, but shown as write-downs. Balance sheet impact: The cost of the asset is maintained and adjusted, where appropriate, for that part of the profit or loss which relates to the minority interests in the companies concerned. Prior to 1 989, and only in respect of unconsolidated companies, the sales price is the carrying value but: • gains on sale of fixed assets are shown under the caption “Revaluation surpluses” on the liabilities side of the balance sheet • subsequent losses are first applied against the revaluation surpluses. CONSOLIDATION ADJUSTMENTS
Any difference between the acquisition price of shares in a consolidated company and the corresponding prorated share in that company’s net assets on the date of acquisition must be adjusted to fair value to the extent possible. Where the acquisition price is in excess of the adjusted net assets, the difference is amortized in accordance with the principles described below. Positive differences between the acquisition cost and adjusted net assets (goodwill) are capitalized and amortized over a period of maximum 20 years depending on the nature of the goodwill. Exceptional amortization will be recorded where the estimated value of the investment no longer warrants the carrying of goodwill amounts at their current net amounts. Negative differences between acquisition cost and adjusted net assets are carried on the liabilities’ side of the balance sheet, where it remains as long as the investment remains the same.
38
Annual report 2011 Cobepa
RESTRICTED CONSOLIDATED ACCOUNTS
CONSOLIDATION PRINCIPLES FOR COMMITMENTS In the case of the companies included in the restricted consolidation, all commitments are recorded after proportional elimination of intra-Group commitments or double recording. The minorities’ share of commitments represents only their share in the commitments undertaken by subsidiaries. These same rules will apply in the foreseeable future. The valuation rules will, however, be modified in cases where continued application of one or more of the rules is no longer appropriate; reasons for any changes in valuation rules will be explained and justified in the notes to the accounts as well as the impact of the change on the financial statements.
VI. Schedule of intangible fixed assets (in thousand ¤) a) Acquisition cost At the beginning of the year
75
Movements during the period • Acquisitions
2
At the end of the year
77
b) Amortizations and amounts written down At the beginning of the year
39
Movements during the period • Charged
1 6
At the end of the year
55
Annual report 2011 Cobepa
39
RESTRICTED CONSOLIDATED ACCOUNTS
VII. Schedule of tangible fixed assets (in thousand ¤) Land and buildings
Equipment and machinery
Furniture and vehicles
Leasing and other similar rights
3,204
81 8
690
–
1
375
1 09
–
(67)
(60)
–
a) Acquisition cost At the beginning of the year Movements during the year • Acquisitions, included fixed assets own production • Sales and disposals
• Cancelled • Other movements At the end of the year
3,1 38
1,1 93
739
–
2,61 7
587
394
–
65
80
85
–
• Cancelled
–
• Cancelled on sales and disposals
–
c) Amortizations and amounts written down At the beginning of the year Movements during the year • Charged
(42)
(60)
• Other movements
1
At the end of the year
2,640
667
420
–
d) Net book value at the end of the year
498
526
31 9
–
Net book value at the end of the year N-1
587
231
296
–
40
Annual report 2011 Cobepa
RESTRICTED CONSOLIDATED ACCOUNTS
VIII. Statement of financial fixed assets (in thousand ¤)
Amount
1. Participations at equity a) Acquisition cost At the beginning of the year
6
Movements during the year • Acquisitions
–
At the end of the year
6
b) Changes in equity • Share in the profit (loss) of companies at equity
453
Net book value at the end of the year
459
2. Participating interests and shares a) Acquisition cost At the beginning of the year
562,31 3
Movements during the year
–
• Acquisitions
1 68,376
• Sales and disposals
(1 1 ,648)
• Foreign exchange adjustments
–
• Dividends distributed
–
• Transfer from one caption to another
(5,361 )
• Other
–
At the end of the year
71 3,680
b) Amounts written down At the beginning of the year
1 0 0,054
Movements during the year • Charged
7,520
• Written back due to excess
(2,559)
• Sales and disposals
(8,974)
• Transfer from one caption to another
(5,361 )
At the end of the year
90,680
c) Uncalled amounts At the beginning of the year
1 0,227
Movements during the year
(7,61 1 )
At the end of the year
2,61 6
Net book value at the end of the year
620,384
Annual report 2011 Cobepa
41
RESTRICTED CONSOLIDATED ACCOUNTS
3. Amounts receivable Carrying value at the beginning of the year
75,473
Movements during the period • Additions
1 6,1 35
• Reimbursements
(9,778)
• Write-downs
(1,939)
• Write-backs due to excess
646
• Foreign exchange adjustments
28
• Transfer from one caption to another
–
Net book value at the end of the year
80,565
Accumulated amounts written down at the end of the year on amounts receivable
7,763
IX. Schedule of Capital and Reserves (in thousand ¤) At the beginning of the year Capital increase Results of the year Dividends of the year
Amount 777,056 – 21,585 (28,062)
Exchange rate movements
–
Consolidation adjustments movements
–
Other
–
At the end of the year
770,579
X. Schedule of consolidation adjustments (in thousand ¤) At the beginning of the year
Negative 448
Movements during the period • Due to a decrease in percentage holdings
–
• Amortization and amounts written down
–
At the end of the year
42
Annual report 2011 Cobepa
448
RESTRICTED CONSOLIDATED ACCOUNTS
XII. Results for the period and the preceding period (in thousand ¤, except B1 ) A. Net turnover
Period
Preceding period
2,057
2,267
Period
Preceding period
B.1. Average number of persons employed
1 6
1 6
• Employees
1 2
1 2
• Managers
4
4
3,753
3,000
4
4
–
–
Period
Preceding period
9,459
1 2,757
–
8,232
325
2,21 8
Period
Preceding period
1,925
2,462
a) Commitments to buy fixed assets
1 8,993
60,71 4
b) Commitments to sell fixed assets
50
–
c) Fixed assets held on behalf of third parties
–
–
d) Commitments from pledging of shares
–
–
–
–
–
–
9,956
7,31 6
–
–
B. Average number of persons employed and personnel charges
B.2. Personnel charges
• Pensions
B.3. Provisions for pensions
• Charge-offs and write-backs
C. Extraordinary costs
• Amounts written off participations
• Provisions linked to the participations
• Other
XIII. Off-balance sheet rights and commitments (in thousand ¤) A. 1. Amount of personal guarantees, given or irrevocably promised by consolidated enterprises, as security
2. Commitments related to shares
3. a) Rights from transactions relating to interest rates
b) Commitments from transactions relating to interest rates c) Commitments from operations relating to currencies d) Rights from operations relating to currencies
Annual report 2011 Cobepa
43
RESTRICTED CONSOLIDATED ACCOUNTS
XIV. Relationship with affiliated enterprises not included in the restricted consolidation (in thousand ¤)
Period
Preceding period
1.
Financial fixed assets
• Participating interests
84,376
89,854
• Amounts receivable
43,381
39,680
275
678
690
1,673
3,065
2,947
–
7
(22)
(8)
2. Amounts receivables
• Within one year
3.
Short-term payables
• Deposits
7.
Financial results
a) income from financial fixed assets
b) income from current assets
c) interest and other debt charges
44
Annual report 2011 Cobepa
RESTRICTED CONSOLIDATED ACCOUNTS
Annual report 2011 Cobepa
45
RESTRICTED CONSOLIDATED ACCOUNTS
46
Annual report 2011 Cobepa
Statutory Accounts 2011
Warning In accordance with article 1 05 of the Code des sociétés, the statutory accounts hereafter are a condensed version and do not contain all notes of information required by law nor do they contain the Report of the Auditor, who has certified and given an unqualified opinion on these accounts. The complete version will be deposited at the National Bank of Belgium.
Annual report 2011 Cobepa
47
STATUTORY ACCOUNTS
Balance sheet af ter appropriation (in thous and ¤) 3 1 .1 2.201 1
3 1 .1 2.201 0
691,092
628,591
21
36
81 8 527 291
492 232 260
IV. Financial assets A. Affiliated enterprises 1. Investments B. Other enterprises linked by participating interests 1. Investments 2. Amounts receivable C. Other financial assets 1. Shares and other securities 2. Amounts receivable and cash guarantees
690,253 371,1 07 371,1 07 276,799 276,731 68 42,347 42,347 –
628,063 372,990 372,990 1 1 4,975 1 1 4,975 – 1 40,098 1 38,1 60 1 ,938
Current assets
231,804
384,553
V. Amounts receivable after more than one year B. Other amounts receivable
1 2,000 1 2,000
1 2,000 1 2,000
VII. Amounts receivable within one year A. Trade debtors B. Other amounts receivable
1 1 6,965 31 7 1 1 6,648
1 02,1 29 6 1 3 1 0 1 ,5 1 6
VIII. Short-term investments B. Other investments and deposits
1 02,1 43 1 02,1 43
269,567 269,567
IX. Cash at bank and in hand
45
27
X. Deferred charges and accrued income
651
830
922,896
1,01 3, 1 4 4
Assets Fixed assets II. Intangible assets III. Tangible assets B. Equipment and machinery C. Furniture and vehicles
Total assets
48
Annual report 2011 Cobepa
STATUTORY ACCOUNTS
Balance sheet af ter appropriation (in thous and ¤) 3 1 .1 2.201 1
3 1 .1 2.201 0
Capital and reserves
753,893
764,936
I. Capital A. Issued capital
203,543 203,543
203,543 203,543
5 1, 1 75
5 1, 1 75
IV. Reserves A. Legal reserve B. Reserves not available for distribution 2. Other C. Untaxed reserves D. Available reserves
247,1 1 2 20,354 560 560 1 56,607 69,59 1
247,1 1 2 20,354 560 560 156,607 69,59 1
V. Accumulated profits
252,063
263,1 06
Provisions and deferred taxes
1 7,770
1 9,0 1 4
VII. A. Provisions for liabilities and charges 1. Pensions and similar obligations 4. Other risks and charges
1 7,770 242 1 7,528
1 9,0 1 4 242 1 8,772
1 51,233
229, 1 94
1 50,840 1 20,403 1 20,403 41 7 41 7 832 98 734 29,1 88
229, 1 39 203,2 1 4 203,2 1 4 276 276 690 1 1 4 576 24,959
393
55
922,896
1,0 1 3, 1 4 4
Liabilities
II. Share premium account
Creditors IX. Amounts payable within one year B. Financial debts 2. Other loans C. Trade debts 1. Suppliers E. Taxes, remuneration and social security 1. Taxes 2. Remuneration and social security F. Other amounts payable X. Accrued charges and deferred income
Total liabilities
Annual report 2011 Cobepa
49
STATUTORY ACCOUNTS
Income statement (in thous and ¤) 3 1 .1 2.201 1
3 1 .1 2.201 0
862 862 –
1,32 1 1, 1 95 126
II. Costs of sales and services rendered B. Services and other goods C. Remuneration, social security costs and pensions D. Depreciation of and amounts written off formation expenses, intangible and tangible fixed assets G. Other operating charges
(4,984) 1,695 3,099
(6,062) 3,4 1 4 2,455
1 73 1 7
1 76 1 7
III. Operating loss
(4,1 22)
(4,74 1 )
IV.
Financial income A. Income from financial fixed assets B. Income from current assets C. Other financial income
23,587 1 9,41 2 3,571 604
22, 1 59 1 9,390 1,943 826
V.
Financial charges A. Interest and other debt charges B. Amounts written off current assets C. Other financial charges
(2,588) 2,378 (94) 304
(1,226) 1,085 95 46
1 6,877
16,1 92
5,970 4,1 1 5 1,226 604 25
81,305 3,465 5, 1 52 72,602 86
(5,828) 5,498 (1 7) 1 0 337
( 1 2,567) 4,6 1 4 6,078 1 1,874
1 7,01 9
84,930
– –
2 1 2 1
1 7,01 9
84,951
–
–
1 7,01 9
84,951
I. Sales and services rendered A. Turnover D. Other operating income
VI. Current profit before taxes VII. Extraordinary income B. Write-back of amounts written off financial fixed assets C. Write-back of provisions for extraordinary liabilities and charges D. Gains on disposal of fixed assets E. Other extraordinary income VIII. Extraordinary charges B. Amounts written off financial fixed assets C. Provisions for extraordinary liabilities and charges D. Losses on disposal of fixed assets E. Other extraordinary charges IX. Result of the year before taxes X. Income taxes B. Adjustments of income taxes and write-back of tax provisions XI. Result of the year XII. Transfer from the untaxed reserves XIII. Result of the year available for appropriation
50
Annual report 2011 Cobepa
STATUTORY ACCOUNTS
Profit ap propriation (in thous and ¤)
A. Profit available for appropriation 1. Result of the year available for appropriation 2. Profits brought forward C. Appropriation to capital and reserves 2. To the legal reserve D. Result to be carried forward 1. Profit to be carried forward F. Distribution of profit 1. Dividends
3 1 .1 2.201 1
3 1 .1 2.201 0
280,1 25 1 7,01 9 263,1 06
287,075 84,95 1 202,1 24
– –
(209) 209
(252,063) 252,063
(263, 1 06) 263, 1 06
(28,062) 28,062
(23,760) 23,760
Capital
A. Issued capital 1. Subscribed capital • At the beginning of the year • At the end of the year 2. Capital structure 2.1. Share categories • ordinary shares • VVPR shares 2.2. Registered or bearer shares • registered • bearer
Amounts in thousand ¤
Number of shares
203,543 203,543
20,483, 1 05 20,483, 1 05
1 1,354,36 1 9, 1 28,744 20,483, 1 05 –
Annual report 2011 Cobepa
51
STATUTORY ACCOUNTS
Accounting policies FORMATION EXPENSES These are entered in the assets and depreciated at a minimum of 20% or expensed in the accounting period during which they are incurred. TANGIBLE FIXED ASSETS At the time of their acquisition, tangible fixed assets are valued at the purchase price including ancillary expenses. Depreciation rates are as follows at balance sheet date: • 20% for equipment and machinery • 1 0% for furniture • 20% for vehicles • 0% for works of art • 3% for constructions • the duration of the rental agreement for installations in the rented buildings • annual depreciation based on the likely duration of between 2 and 5 years depending on the nature of the hardware for computer equipment. However, these rates can be brought up to the levels allowed by the Ministry of Finance for the ancillary expenses and within the framework of the regulations allowing declining balance depreciations. Exceptional depreciations will be applied if necessary to bring the net book value of a tangible asset to its economic value if it is lower. FINANCIAL FIXED ASSETS Investments and other securities held in portfolio At the time of their acquisition, investments and other securities held in portfolio are valued at acquisition cost. Ancillary costs are charged to the income statement during the period in which they are incurred. At the balance sheet date, the acquisition cost of each investment or security held in portfolio is compared to its estimated realizable value in accordance with
52
Annual report 2011 Cobepa
the evaluation method set out below. If the estimated realizable value is lower than the acquisition cost, write-downs are recorded in the income statement to the extent that the impairment in value is deemed to be durable. Appropriate write-backs are recorded in respect of write-downs on securities on which capital gains are subsequently determined. More particularly, if a hedging strategy is applied through the purchase of “put” options covering the value reduction of the shares and financed by the sale of “call” options, the premiums paid will be booked on the assets’ side of the balance sheet as short-term investments. At maturity, if the securities they cover are sold, the premiums reduce the gain or loss on disposal; otherwise they are expenses. As for the premiums received, they are accounted on the liabilities’ side under “Accrued charges and deferred income” until the maturity of the operation, at which time they are switched to profits. At the balance sheet date, it is the overall position (options contracts and securities hedged) that is examined to decide on a possible value adjustment. Investments: These fixed assets are valued on the basis of their net asset value (i.e. book value corrected for gains and losses prudently estimated on the basis of the position, profitability or prospects of the company). The book value is taken from the last balance sheet or the last known financial position. Other securities held in portfolio: Listed or publicly-traded shares are in principle valued at the closing rate on the balance sheet date, provided that the market in the shares is active. Unlisted shares and listed shares where the market is not considered to be active are valued by reference to their net asset value as defined above. If their net asset value cannot be calculated, the shares are valued by reference to the book value.
STATUTORY ACCOUNTS
Other financial fixed assets - Amounts receivable They are recorded at their face value, adjusted, where appropriate, for long-term amounts receivable bearing no interest or granted at low interest rates. If their recoverability is considered to be unlikely, in particular in the light of the financial position of the debtor, an appropriate write-down is recorded.
DEFERRED CHARGES, ACCRUED INCOME, ACCRUED CHARGES AND DEFERRED INCOME Accrued and deferred income, and deferred and accrued charges are calculated at the balance sheet date and stated in the appropriate accounts on the assets and liabilities’ sides of the balance sheet. FOREIGN CURRENCIES
SHORT-TERM TRADING SECURITIES PORTFOLIO Trading securities are valued using the same principles set out above for the other securities held in portfolio. Appropriate write-downs are recorded in respect of unrealized losses. If gains are determined on securities that have previously undergone write-downs, appropriate value adjustments will be entered. OTHER AMOUNTS RECEIVABLE, SHORT-TERM INVESTMENTS AND CASH AT BANK AND IN HAND Other amounts receivable, short-term investments and cash at bank and in hand are stated at acquisition cost or nominal value. Write-offs and write-backs are recorded according to the assessment criteria set out above for “other financial fixed assets - amounts receivable”. PROVISIONS FOR LIABILITIES AND CHARGES
As a general rule, all amounts payable and receivable are shown in the balance sheet at the currency average rate on the balance sheet date. Variations against the historical value are grouped by currency. If the net difference for a currency shows an unrealized loss, it is recorded as a cost in the income statement. Unrealized exchange gains are added in the balance sheet on the liability side under accrued charges and deferred income. If the foreign currency financing is designed to hedge investments in the same currency, the historical value of this financing transaction is maintained. In accordance with the provisions of Royal Decree of 30.01.2001, these same rules will also apply in the future. If, however, the use of one or more of these rules is no longer appropriate, any changes deemed to be necessary would be made, and the reasons for the changes and the effect on the accounts would be mentioned in the notes to the annual accounts.
At the end of each accounting period, the Board of Directors examines prudently, sincerely and in good faith the provisions required to cover anticipated liabilities and possible charges which have arisen during the year and previous years. The provisions relating to previous years are regularly reviewed and released to the income statement if they no longer apply. AMOUNTS PAYABLE AFTER ONE YEAR AND WITHIN ONE YEAR Such liabilities are recorded at their nominal value, adjusted, where appropriate, for long-term debts without interest or at a low interest rate.
Annual report 2011 Cobepa
53
54 
Annual report 2011 Cobepa
CALENDAR & ADDRESS
2012 Calendar
27 April 20 1 2 24 May 20 1 2 27 September 20 1 2 26 April 20 1 3
Accounts approval Payment of dividend Half-year results Accounts approval
Address of the group
COBEPA SA Compagnie Benelux Participations Park Atrium Rue de la Chancellerie 2, bte 1 – B-1 000 Bruxelles Telephone: 32 (0) 2 2 1 3.32. 1 0 Fax: 32 (0) 2 5 1 3. 1 7.02 http://www.cobepa.be info@cobepa.be TVA – BE - 0403 233 750 RPM Bruxelles Belfius: 550-660 1 200-52
Layout and production: www.thecrewcommunication.com Printed on Satimat. Satimat is a coated woodfree paper, ECF, manufactured following environmental standards ISO 900 1 and ISO 1 400 1.
Annual report 2011 Cobepa
55
NOTES
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Annual report 2011 Cobepa
NOTES
Annual report 2011 Cobepa 
57
NOTES
58 
Annual report 2011 Cobepa