G RO U P E B RU X E L L E S L A M B E RT
1 9 9 7
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CONTENTS
KEY FIGURES
5
DIRECTORS AND MANAGERS IN 1997
6
MANAGEMENT REPORT OF THE BOARD OF DIRECTORS
10
GENERAL ECONOMIC ENVIRONMENT
10
G B L’ S A C T I V I T I E S
10
HIGHLIGHTS OF 1997
11
EVENTS SINCE THE END OF THE YEAR AND OUTLOOK
12
R E S U LT S F O R T H E Y E A R
13
PROFIT DISTRIBUTION POLICY AND PROPOSED DIVIDEND FOR 1997
E S T I M AT E D VA L U E
14
GBL SHARES
14
WARRANTS
14
SPONSORSHIP
14
P O RT F O L I O
15
I N T E R M E D I A T E H O L D I N G C O M PA N I E S
15
M A I N O P E R A T I N G C O M PA N I E S
19
C O M PA R I S O N O F C O N T R I B U T I O N T O O P E R A T I N G R E S U LT S A N D
E S T I M AT E D VA L U E 1 9 9 7 / 1 9 9 6
23
25
INVESTMENTS AT 31 DECEMBER 1997
S U E Z LYO N N A I S E D E S E A U X
PE T R O F I N A
28
C L T- U F A
30
R OYA L E B E L G E
32
I M E TA L
34
BERNHEIM-COMOFI
36
UNQUOTED SHAREHOLDINGS
26
38
39
ACCOUNTS AT 31 DECEMBER 1997
E C O N O M I C S U M M A RY
40
SYNTHETICAL CONSOLIDATED BALANCE SHEET
E C O N O M I C A L C O N S O L I D A T E D R E S U LT S
42
E S T I M AT E D VA L U E
44
C O N S O L I DAT E D AC C O U N T S
49
ANNUAL ACCOUNTS
73
ADDITIONAL INFORMATION
40
83
R E S O LU T I O N S P R O P O S E D T O S H A R E H O L D E R S ’
GLOSSARY
13
92
94
C O N TA C T S A N D R E P LY C A R D
95
*
*
*
FINANCIAL CALENDAR
Ordinary General Meeting 1998: 26 May at 5pm
Payment of coupon no. 37: 11 June 1998
Exercising of the warrant: between 1 and 20 June inclusive and between 1 and 20 December inclusive
Publication of 1998 interim results: end September
Publication of 1998 annual results: end March 1999
Ordinary General meeting 1999: 25 May at 5pm
*
*
*
On 5 May 1998, the Banking and Financial Commission authorized the use of this document as a reference for any public offer which may
be made by Groupe Bruxelles Lambert S.A. up to the date of publication of its next annual report, under the provisions of Title II of Royal
Decree no. 185 of 9 July 1935, under the dissociated information procedure.
Under this procedure, this annual report should be accompanied by an operations note in order for it to constitute a prospectus within the
meaning of article 29 of Royal Decree no. 185 of 9 July 1935.
This prospectus will be submitted for the approval of the Banking and Financial Commission in accordance with article 29ter. 1st paragraph,
1st sentence of Royal Decree no. 185 of 9 July 1935.
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G R O U P E
B R U X E L L E S
L A M B E R T
S . A .
ANNUAL REPORT
PRESENTED TO THE ANNUAL GENERAL MEETING
O F S H A R E H O L D E R S O N TU E S D A Y 2 6 M A Y 1 9 9 8
1997 FINANCIAL YEAR
24, AVENUE MARNIX
1000 BRUSSELS - BELGIUM
TEL.: 32-2-547.23.52 - FAX: 32-2-547.22.85
REGISTERED IN BRUSSELS: 246.108
VAT: BE 403 228 010
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KEY FIGURES
90
ANNUAL REPORT 1997
2
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91
92
93
94
95
96
97
TOTAL
Total profit and operating profit
16,891
Operating profit and group share
of profits of related companies
31,725
8000
8000
7000
7000
6000
6000
5000
5000
4000
4000
3000
93
94
95
Total Profit
96
3000
97
93
94
95
96
Operating Profit
Operating Profit
Shareholders' equity and shareholdings
Stock market capitalisation
200000
200000
190000
190000
180000
180000
170000
170000
160000
160000
150000
150000
140000
140000
130000
130000
120000
120000
110000
110000
100000
100000
90000
90000
80000
93
94
95
Shareholders' equity
96
80000
97
Shareholdings
ANNUAL REPORT 1997
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93
94
95
97
Group share
96
97
PER SHARE
Total profit and gross dividend
718
Operating profit and gross dividend
1,327
350
350
300
300
250
250
200
200
150
150
100
100
93
94
95
Total Profit
96
97
93
Gross dividend
94
95
Operating Profit
96
Share price and estimated value
Share price and BEL 20
9500
9500
9000
9000
8500
8500
8000
8000
7500
7500
7000
7000
6500
6500
6000
6000
5500
5500
5000
5000
4500
4500
4000
4000
3500
3500
3000
3000
2500
2500
2000
92
93
94
Share price
95
96
2000
97
Estimated value
93
94
Share price
ANNUAL REPORT 1997
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92
97
Gross dividend
95
96
97
BEL20
TOTAL (BF million)
1997
1996
1995
1994
1993
7,644
31,725
7,764
16,891
6,660
6,602
6,223
6,633
5,900
6,382
Fixed long-term resources
Shareholders’ equity
Third party interests
Long-term debt
117,319
80,170
11,472
88,676
77,049
12,885
75,597
58,578
8,157
74,184
49,627
11,929
71,370
44,110
7,864
Stock market valuation at 31 December
130,248
96,033
94,034
88,627
91,342
Total estimated value at 31 December
178,987
137,234
116,590
110,608
116,504
320
1,327
330
718
283
281
265
282
259
281
Dividends
Gross dividend
Net dividend
Net VVPR/AFV dividend
210.00
157.50
178.50
200.00
150.00
170.00
195.33
146.50
166.03
195.29
145.00
169.14
195.29
145.00
146.75
Pay-out
Dividend / operating profit
Dividend / total profit
65.63%
15.83%
60.61%
27.86%
69.02%
69.51%
73.69%
69.25%
75.40%
69.50%
Share price at 31 December
maximum
minimum
average in year
5,360
6,160
4,020
5,377
4,085
4,300
3,680
4,011
4,000
4,190
3,200
3,783
3,770
4,590
3,625
4,173
4,015
4,035
2,605
3,545
Gross return
Dividend / average share price
3.91%
4.99%
5.16%
4.68%
5.51%
36.11%
7.01%
11.28%
−1.24%
51.26%
17
4
12
6
13
13
16
15
14
13
Estimated value at 31 December
7,366
5,838
4,959
4,705
5,121
Discount at 31 December
27.2%
30.0%
19.3%
19.9%
21.6%
Weighting in BEL-20 (%)
2.6
2.4
3.3
3.5
3.5
Percentage of capital traded on stock
exchange
15.4
17.0
11.8
12.7
11.7
Number of shares in issue
Number of warrants in issue
Wheighted average number of shares
24,299,940
1,483,638
23,903,200
23,508,759
2,274,819
23,508,679
23,508,607
2,274,971
23,508,600
23,508,600
2,274,978
23,508,580
22,750,218
0
22,749,992
Consolidated profit (Group share)
Operating
Total
Per share (BF)
Consolidated profit
Operating
Total
Gross annual return
Price earnings ratio
Average share price / operating profit
Average share price / total profit
ANNUAL REPORT 1997
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DIRECTORS AND MANAGERS IN 1997
BOARD OF DIRECTORS
Term of office
Chairman, Managing Director
BARON FRERE
Vice-Chairman, Managing Director
COUNT JEAN-PIERRE de LAUNOIT
Chairman, Managing Director of
Royale Belge
Vice-Chairman, Director
Managing Directors
Directors
1994-2000
resignation effective
1 January 1998
PAUL DESMARAIS
Chairman of the Executive Power
Corporation du Canada
1994-2000
DIDIER BELLENS
GERALD FRERE
THIERRY de RUDDER
1993-1999
1994-2000
1993-1999
MICHEL BERTHEZENE
Director of European Investment Fund
1995-1999
DOTTORE ALFONSO DESIATA
Chairman, Managing Director of
Alleanza Assicurazioni S.p.A.
resignation effective
31 March 1998
PAUL DESMARAIS Jr.
Chairman and joint CEO of
Power Corporation du Canada
1996-2002
ANDRE DESMARAIS
Chairman and joint CEO of
Power Corporation du Canada
1996-2002
JACQUES FRIEDMANN
Chairman of Supervisory Board of
AXA-UAP
resignation effective
25 March 1998
AIMERY LANGLOIS-MEURINNE
Vice-Chairman and Director General
of Parfinance
1993-1999
JEAN PEYRELEVADE
Chairman of Crédit Lyonnais
1996-2002
MICHEL PLESSIS-BELAIR
Vice-Chairman of the Board
and Head Financial Services
of Power Corporation du Canada
1996-2002
FAHAD AL-RAJAAN
Director General of The Public Institution
for Social Security
1995-2001
GILLES SAMYN
Managing Director of Compagnie Nationale
à Portefeuille
1993-1999
PIERRE SCOHIER
Chairman of the Board of Directors
of Compagnie Benelux Paribas «Cobepa»
1993-1999
AMAURY-DANIEL de SEZE
1994-2000
Member of the Directoire of Compagnie Financière
and of Banque Paribas
SHEIKH ABDULAZIZ ABDULLAH AL-SULAIMAN
Chairman of Rolaco Trading & Contracting
1997-2000
ALDO VASTAPANE
Chairman of Belgian Sky Shops
1993-1999
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Honorary Managing Directors
JACQUES MOULAERT
EMILE QUEVRIN
Honorary Directors
LEOPOLD BLAMPAIN
JACQUES de BRUYN
PIERRE CAMBIER †
COUNT BAUDOUIN du CHASTEL de la HOWARDERIE
CHARLES DESPRET
COUNT de FELS
G. PETER FLECK
JACQUES-HENRI GOUGENHEIM
BARON LAMBERT
COUNT JEAN-JACQUES de LAUNOIT
PHILIPPE van der PLANCKE
EXECUTIVE COMMITEE
Chairman
GERALD FRERE
DIDIER BELLENS
MICHEL BERTHEZENE*
PAUL DESMARAIS
PAUL DESMARAIS Jr.
BARON FRERE
COUNT JEAN-PIERRE de LAUNOIT**
THIERRY de RUDDER
GILLES SAMYN
PIERRE SCOHIER
* resignation effective 11 June 1997
** resignation effective 1 January 1998
REMUNERATION COMMITTEE
JACQUES MOULAERT
MICHEL PLESSIS-BELAIR
GILLES SAMYN
PIERRE SCOHIER
ALDO VASTAPANE
AUDIT COMMITTEE (established 31 March 1998)
MICHEL PLESSIS-BELAIR
GILLES SAMYN
PIERRE SCOHIER
ANNUAL REPORT 1997
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MANAGEMENT
Investment department
PHILIPPE GRUWEZ
OLIVIER PIROTTE
Finance department
PATRICK DE VOS
Consolidation, Budget, Financial engineering
JEAN-PIERRE DEMOLDER
TOM BAMELIS
Accounting
Treasury - Securities portfolio
ANDRE HELBO
ESTHER JAKOBER
MARC DESCLEZ
PASCAL PEIGNEUX
Legal and taxation department
Legal
ANN OPSOMER
VINCENT de DORLODOT
Taxation
PASCAL REYNAERTS
Human resources and administration
Personnel, General services
MICHEL HUCKLENBROICH
JACQUES WAUTIER
MARIE SKIBA
Research and documentation
Secretary to the Board of
Directors and Executive Committe
MONIQUE SCHARTZ
AUDITOR
DELOITTE & TOUCHE
Reviseurs d’Entreprises scc
represented by Mr. CLAUDE POURBAIX
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S TAT U T O R Y N O M I N AT I O N S
Following a long career with the Group, and in accordance with the rules on age limits, Count Jean-Pierre de Launoit
has retired from his office as a director and relinquished the executive duties associated therewith. As an expression
of its gratitude to him for his outstanding service to the company, the Board of Directors has decided to propose to the
Annual General Meeting that he be appointed honorary Vice-President and Managing Director.
Mr Jacques Friedmann and Dottore Alfonso Desiata have resigned from their respective functions within the group.
The Board of Directors has decided not to propose any replacement for the directors who have resigned.
The term of office as auditor of Deloitte & Touche expires at the close of the Annual General Meeting. It is proposed
to renew this term of office for a period of three years. If this proposal is approved, Messrs Claude Pourbaix and
Michel Denayer will represent Deloitte & Touche.
COMPOSITION OF THE BOARD OF DIRECTORS
At 31 December 1997, Groupe Bruxelles Lambert had five executive directors and fifteen non-executive directors.
In future, directors will be elected for terms of office of three years duration.
ROLE OF THE BOARD OF DIRECTORS
On the basis of proposals formulated by the Executive Committee, the Board determines the company’s strategic
objectives, puts in place the structures and resources required to enable these objectives to be achieved, takes
responsibility for the management and control of the company and reports to shareholders. It studies internal control
reports and determines what action is required to be taken. It agrees the annual and half-yearly accounts and studies
the reports of directors on the on-going management of the company.
ROLE OF THE EXECUTIVE COMMITTEE
The Executive Committee’s role is to continuously examine the group’s strategy and to present appropriate proposals
to the Board of Directors.
R O L E O F T H E R E M U N E R AT I O N C O M M I T T E E
The Remuneration Committee makes proposals to the Board of Directors regarding the remuneration to be awarded
to members of the Board of Directors and the Board Committees, to the Managing Directors and senior managers
within the group. It also suggests the overall pay policy the company should adopt.
ROLE OF THE AUDIT COMMITTEE
At its meeting on 31 March 1998, the Board of Directors decided to set up an Audit Committee. This committee’s
role is to support the Board of Directors in maintaining internal controls, with a special focus on the analysis of:
• half-yearly and annual accounts;
• systems of internal control;
• financial information to be provided to shareholders and third parties;
• consultation at least twice each year with external auditors, to examine the scope of their work and conclusions
they have arrived at in performing their role.
ANNUAL REPORT 1997
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M A N AG E M E N T R E P O RT O F T H E B OA R D O F
DIRECTORS
Ladies and Gentlemen,
We are pleased to present you with our report on the activities of GBL and to submit for
your approval the annual accounts drawn up at 31 December 1997.
GENERAL ECONOMIC ENVIRONMENT
Economic growth picked up in Europe during 1997, building on improvements first
discernable in 1996. This growth is not only export-driven, as previously, but is also
fuelled by internal demand.
The global picture was very variable. While the United States continued to benefit from
strong growth, Asia was hit by serious financial crisis. It is difficult to estimate the future
impact of this crisis but it had little effect on other industrialised countries in 1997.
The confirmation of the launch of economic and monetary union with the introduction of
the Euro in eleven European countries, including Belgium, is also highly significant. This
is a major event, which will contribute significantly to the stability of a large internal
market. It will also strengthen competition by forcing companies to make immediate short
term structural adjustments.
GBL operates within this stimulating environment and its activities cover three main
areas: the management of the holding company as an investment vehicle, portfolio
operations and monitoring the group’s operating companies.
GBL’S ACTIVITIES
GBL’s objective remains to manage a portfolio of strong and balanced investments that is
diversified but limited to a small number of large companies whose development it can
actively support.
This portfolio evolves over time, with the disposal of investments that have reached
maturity. The most significant example in 1997 was BBL, which was sold to ING.
GBL has re-focused its energies on a strong but reduced core of operating companies: Suez
Lyonnaise des Eaux, PetroFina, CLT-UFA, Royale Belge, Imétal and Bernheim-Comofi,
which with the exception of CLT-UFA, are stock exchange quoted.
These operating companies are mainly held through 4 intermediate holding companies:
Electrafina, Audiofina, Parfinance and Royale-Vendôme.
ANNUAL REPORT 1997
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ELECTRAFINA
PETROFINA
SUEZ
LYONNAISE
DES EAUX
PARFINANCE
AUDIOFINA
CLT-UFA
ING*
IMETAL
ROYALEVENDOME
ROYALE
BELGE
BERNHEIMCOMOFI
* following acquisition by ING of BBL at the end of 1997
HIGHLIGHTS OF 1997
• January 1997: Audiofina and Bertelsmann set up CLT-UFA, which immediately became
the premier audio-visual group in Europe. In order to equalise their
respective holdings, Audiofina sold 16.7% of CLT-UFA to Bertelsmann
for the sum of LUF 32 billion. GBL’s share of the profit from this
disposal amounted to BF 4.8 billion.
• February and December 1997: Taking advantage of highly attractive market conditions,
American Cometra, a 100% subsidiary of Electrafina,
disposed of its entire oil-sector operations in the
United States. GBL’s share of the profit arising on this
disposal amounted to BF 3.2 billion.
• March-April 1997: GBL sold its 1.8% stake in GIB, realising a gain of BF 0.8 billion.
• June and December 1997: Shareholders’ equity was increased by BF 3.5 billion,
following the exercise of 791,181 GBL warrants at
BF 4,400.
• December 1997: GBL accepted the terms of ING’s takeover offer for BBL, receiving
ING shares in exchange for its BBL stock. GBL realised a book profit
on disposal of approximately BF 15.4 billion from this transaction.
• January to December 1997: During the year, GBL, through Electrafina, on several
occasions strengthened its holding in Suez Lyonnaise
des Eaux, a global communal services group that emerged
from the take-over of Compagnie de Suez by Lyonnaise
des Eaux.
ANNUAL REPORT 1997
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Its holding at 31 December 1997 amounted to 11.2% of
the share capital. If shares held by Royale Belge are
included, the group’s interest in the new entity at the end
of 1997 was 13.0%. Suez Lyonnaise des Eaux constituted
GBL’s largest investment in terms of estimated value at
30 March 1998.
EVENTS SINCE THE END OF THE YEAR AND OUTLOOK
v In January 1998, GBL increased its holding in Electrafina, taking it above the 50%
level; together with Royale Belge, it now controls 58.5% of the share capital.
v Taking advantage of favourable stock market conditions at the beginning of 1998, GBL
sold almost half of its shares in ING, realising a profit of BF 3.5 billion.
Following this disposal, and on the basis of stock market prices on 30 March 1998,
GBL’s investment in ING had an estimated value of BF 18.3 billion.
v GBL disposed of its investments in Dewaay and in Banque Paribas Belgique (Banque
Artesia), realising a gain on these transactions of BF 1.7 billion.
v Parfinance, in which GBL has a 40.7% stake, sold its shares in Paribas and AXA-UAP in
March. GBL’s share of the profit on disposal is in the region of BF 2 billion. Parfinance
will distribute an exceptional dividend of FF 100 per share (GBL’s share of which will be
BF 5.8 billion) and will then be absorbed by Imétal, in line with proposals to be
submitted to shareholders of both companies. GBL will then become a direct shareholder
in Imétal, with a stake of some 23.5%, while the Pargesa/GBL grouping will retain
overall control with a combined holding of more than 50%.
v Audiofina sold its holding in Havas, generating a gain of BF 0.4 billion in GBL’s
accounts.
v Electrafina disposed of its entire stake in Fibelpar to the Frère-Bourgeois group,
generating a book profit of approximately BF 0.9 billion as a result.
v AXA-UAP acquired GBL’s 25.1% stake in Royale-Vendôme, through which GBL and
AXA-UAP exercised joint control over Royale Belge. This will be followed by an offer on
the same terms from AXA-UAP for those shares in Royale Belge that it does not already
own. GBL realised a profit of approximately BF 18 billion as a result of this transaction
and received cash of BF 16 billion, in addition to shares in AXA-UAP with a stock
market value of some BF 15 billion.
Furthermore, GBL agreed that, after the offer has closed, it will buy from AXA-UAP and
Royale Belge, directly or indirectly, a number of GBL shares, representing a minimum of
9.8% and a maximum of 13.1% of its share capital.
ANNUAL REPORT 1997
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RESULTS FOR THE YEAR
GBL recorded a consolidated profit (group share) of BF 31.7 billion in 1997, compared
with BF 16.9 billion in the previous year, the increase being primarily attributable to the
profits earned on the disposal of investments in BBL, CLT-UFA and Cometra. The 1996
result, in turn, had been significantly affected by the disposal of Tractebel.
The consolidated operating profit was BF 7.6 billion, almost unchanged from 1996.
Contributions from related companies amounted to BF 6.2 billion, down 9% from the
previous year. Improved performance from PetroFina, BBL, Royale Belge and Imétal failed
to compensate for losses at CLT-UFA and the deconsolidation of Tractebel. It should be
noted that CLT-UFA’s losses of BF 2.9 billion include start-up costs of BF 6.5 billion. The
group’s results are presented in more detail in the financial statements contained in the
second part of this annual report.
PROFIT DISTRIBUTION POLICY AND PROPOSED DIVIDEND FOR 1997
GBL’s distribution policy attempts to strike a balance between yielding an attractive return
for shareholders and achieving growth in the capital value of its share holdings. Distributions are dependent on both the trend in the consolidated operating result and dividend
income received from the group’s main operating subsidiaries. For 1997, the Board of
Directors proposes to the Annual General Meeting a total dividend of BF 5,103 million,
compared to BF 4,702 million the previous year.
The resulting gross dividend per share is fixed at BF 210, an increase of BF 10, and
represents:
- BF 157.50 net per ordinary share
- BF 178.50 net per ordinary share presented with a VVPR strip.
Following approval of this proposal, the dividend will be payable from 11 June 1998 by
either cheque or bank transfer to nominative shareholders, or upon the presentation of
coupon no. 37 detached from the share certificates at branches of the following banks:
BELGIUM
Bank Brussels Lambert
Banque Artesia (formerly Banque Paribas Belgique)
FRANCE
BBL France
GRAND DUCHY OF LUXEMBOURG
Banque Internationale à Luxembourg
NETHERLANDS
ABN-AMRO Bank
ANNUAL REPORT 1997
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ESTIMATED VALUE
The estimated value of GBL at 31 December 1997 was BF 179 billion, compared to
BF 137 billion at the end of 1996. This is equivalent to BF 7,366 per ordinary share at
31 December 1997 and BF 5,838 at 31 December 1996, an increase of 26.2%. The
discount to estimated value, which stood at 30.0% on 31 December 1996 was 27.2% on
31 December 1997. A detailed calculation of the estimated value is given on page 44 of
this annual report.
GBL SHARES
GBL shares are traded on the main Brussels stock exchange. Key stock market data for the
last five years are summarised as follows:
1997 1996 1995 1994 1993
Amount traded (BF billion)
Number of shares traded (thousands)
Average number of shares traded per day
Percentage of capital traded on the
stock market
29.1
13.8
10.5
12.5
10.3
3,752 3,988 2,784 2,976 2,659
15,008 15,952 11,136 11,904 10,636
15.4
17.0
11.8
12.7
11.7
WARRANTS
GBL issued 758,340 new ordinary shares in February 1994, to which 2,275,020 warrants
were attached (3 warrants per share). At the end of 1997, 1,483,638 of these warrants had
not been exercised. They can be exercised between 1 and 20 June 1998 inclusive and, for
the last time, between 1 and 20 December 1998 inclusive. The exercise price is fixed at
BF 4,400. New ordinary shares issued in June will be entitled to a dividend for that year
(payable in 1999) while those issued in December 1998 will enjoy dividend rights only
from 1 January 1999 (dividend payable in 2000).
791,181 warrants were exercised in 1997, resulting in an increase of BF 3.5 billion in
GBL’s shareholders’ equity.
SPONSORSHIP
Our sponsorship policy has been focused for almost 20 years on four main areas:
- Charity
- Scientific research
- Painting and music
- Miscellaneous
ANNUAL REPORT 1997
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A committee meets monthly to consider requests and each case is considered individually
on its own merits. A total amount of BF 6.4 million was allocated in 1997 to more than 70
projects, the most significant of which, put forward by the King Baudouin Foundation,
received an amount of BF 1.5 million.
PORTFOLIO
The intermediate holding companies are reviewed over the next few pages. This is followed
by a review of the contribution of main operating companies (PetroFina, Suez Lyonnaise
des Eaux, CLT-UFA, BBL, Royale Belge and Imétal) to the estimated value and to the
consolidated results of GBL. Finally, from page 25, there is a description of the activities of
each of the operating companies.
INTERMEDIATE HOLDING COMPANIES
ELECTRAFINA
COMPAGNIE
GENERALE
DES EAUX
ROYALE BELGE
8.0%
48.4%
22.6%
ELECTRAFINA
Electrafina, whose stock market capitalisation and estimated value at 31 December 1997
amounted to BF 135 billion and BF 198 billion, respectively, has historically been the
group’s holding company in the oil sector, in addition to managing investments in the
audio-visual and local communal services sectors.
In the audio-visual sector, Electrafina has come to an agreement with the Havas group
under which Electrafina acquired Havas’s 40% stake in Compagnie Luxembourgeoise
Multi Media (CLMM) in return for a certain number of shares and loan stock redeemable in
shares in Audiofina that Electrafina had previously held directly. Following this transaction,
Havas’s holding in Audiofina amounted to 19.6%. With a view to simplifying its organisation,
Electrafina then dissolved CLMM. It currently has a direct investment of 48.5% in
Audiofina and, together with GBL, controls more than 50% of the company. Electrafina has
also transferred its 1.4% stake in Canal+ to Audiofina.
ANNUAL REPORT 1997
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During the year, Electrafina significantly strengthened its interests in the local communal
services sector through the creation of Suez Lyonnaise des Eaux, formed by the merger
between Compagnie de Suez and Lyonnaise des Eaux, Electrafina held 11.2% of the
capital and almost 10% of the voting rights in the newly formed company at 31 December 1997.
Investments entered into during the financial year amounted to some BF 32 billion.
PetroFina is the company’s principal holding in the oil sector, accounting for 36.7% of
Electrafina’s estimated value. American Cometra disposed of its US oil sector assets to
Lomak Petroleum and Pioneer Natural Resources Cy. Electrafina is continuing to pursue
its interests in Canada through its 100% subsidiary Canadian Cometra and internationally
through Monument Oil and Gas, a London Stock Exchange quoted company in which it has
a 25.6% stake.
As a result of the improved performance of its operating subsidiaries, Electrafina recorded
an operating profit of almost BF 6.0 billion producing a group share of the net profit for the
1997 financial year amounting of BF 10.5 billion. Electrafina will distribute a gross
dividend per share of BF 145 in respect of the 1997 financial year, with a total pay-out of
BF 5.5 billion.
AUDIOFINA
56.4%*
ELECTRAFINA
48.5%
AUDIOFINA
* including 8% held by Royale Belge
ANNUAL REPORT 1997
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1.7%
On January 13, 1997, the combination of CLT and UFA, the audio-visual subsidiary of the
Bertelsmann group of Germany, created the premier audio-visual group in Europe, CLT-UFA.
In order to balance their respective shareholdings in the new entity, Audiofina sold 16.7%
of CLT-UFA to Bertelsmann for a sum of LUF 32 billion. Following these transactions,
Audiofina and Bertelsmann held 98% of the capital of CLT-UFA.
At 31 December 1997, Audiofina had investments in Havas (3.3%) and Canal+ (1.4%).
Early in 1998, following the announcement of Compagnie Générale des Eaux’s takeover
bid for Havas, Audiofina sold its Havas shares on the stock market, realising a profit of
LUF 1.5 billion.
PARFINANCE
PARGESA
46.5%
47.6%
PARFINANCE
40.7%
At 31 December 1997, GBL held 40.7% of the capital of Parfinance, a French-based
holding company.
At that date, more than 65% of the estimated value of Parfinance was accounted for by
Imétal, in which Parfinance’s interest was increased during 1997 from 52.5% to 54.4%.
At 31 December 1997, Parfinance still had a 1.9% interest in the Paribas group, as well as
0.7% in AXA-UAP, both of which were disposed of early in 1998. These disposals raised a
total of FF 3.1 billion in cash. GBL’s share of the profit on disposal should amount to
approximately BF 2 billion.
The net consolidated profit for 1997 amounted to FF 583 million against FF 126 million in
1996. The current year’s figures include the writing back of a provision (FF 230 million)
made in previous years against the value of Paribas shares. Imétal’s net contribution to the
result was FF 299 million, which was unchanged from 1996.
The Board of Directors of Parfinance will propose to its Annual General Meeting on 12 May
the payment of an exceptional dividend of FF 100 per share, on top of the unchanged
dividend of FF 7.5 per ordinary share.
Following this exceptional distribution, Parfinance’s net assets will be made up of its
54.4% stake in Imétal and cash resources of around FF 1 billion.
ANNUAL REPORT 1997
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The Board also approved a proposal for Parfinance to be absorbed by Imétal,
which will become effective on 1 July 1998 with the issue of 2 ex-dividend Imétal shares
for 5 Parfinance shares after ordinary and exceptional distributions. Further details of this
transaction are given on page 35 of this annual report.
ROYALE-VENDOME
25.1%
AXA-UAP
ROYALEVENDOME
74.9%
51.2%
ROYALE BELGE
9.5%
GBL and AXA-UAP jointly own Royale-Vendôme, an unquoted company which acts as a
vehicle for the joint control of Royale Belge.
Royale-Vendôme’s interest in Royale Belge remained unchanged from the previous year, at
51.2%.
ANNUAL REPORT 1997
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MAIN OPERATING COMPANIES
In 1997, the main operating companies (PetroFina, Suez Lyonnaise des Eaux, CLT-UFA,
BBL, Imétal and Royale Belge), each of which is managed through intermediate holding
companies, contributed BF 6.2 billion to GBL’s total operating profit of BF 7.6 billion.
SUEZ LYONNAISE DES EAUX
Share of estimated value
Share of GBL’s operating profit
6%
15.7%
BF 28.1 billion (BF 6.5 billion in 1996)
BF 0.4 billion
At 31 December 1997, Suez Lyonnaise des Eaux accounted for some 15.7% of the
estimated value of GBL. Following an increase in its share price, Suez Lyonnaise des Eaux
was GBL’s single largest investment at 30 March 1998, representing almost 20% of the
group’s estimated value.
Suez Lyonnaise des Eaux’s contribution to the consolidated result consists solely of
Compagnie de Suez’s ordinary dividend distributed in June 1997, the balance being
deducted from the carrying value of the investment in the consolidated accounts. A full
explanation of the accounting treatment of this dividend is given on page 42.
ANNUAL REPORT 1997
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PETROFINA
Share of estimated value
Share of GBL’s operating profit
31%
19.6%
BF 35.1 billion
(BF 25.9 billion in 1996)
BF 2.4 billion
(BF 1.7 billion in 1996)
Profit for the year was BF 22.1 billion, an increase of 38% over the 1996 financial year.
PetroFina accounted for 31% of the group’s operating profit. GBL’s economic holding in
PetroFina amounts to 11.0%, through Electrafina which owns 22.7% of PetroFina.
PetroFina’s share of GBL’s estimated value rose from BF 25.9 billion to BF 35.1 billion at
31 December 1997, reflecting an increase in the company’s share price (BF 13,675 on
31 December 1997 against BF 10,100 on 31 December 1996).
ROYALE BELGE
Share of estimated value
Share of GBL’s operating profit
12.2%
15%
BF 21.8 billion
(BF 13.5 billion in 1996)
BF 1.2 billion
(BF 1.0 billion in 1996)
Royale Belge accounted for 12.2% of GBL’s estimated value at 31 December 1997, against
9.8% in 1996. This is primarily explained by its share price, which increased from
BF 6,550 at the end of 1996 to BF 10,550 at the end of 1997.
Profits for the year in question amounted to BF 9 billion, not including a capital profit of
BF 14.2 billion realised on the disposal of BBL shares. The profit figure for 1996 was
BF 7.1 billion, excluding a gain of BF 4.2 billion on the disposal of Tractebel shares.
ANNUAL REPORT 1997
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The relative shares of GBL’s operating profit for 1996 and 1997 do not take into account
these gains on disposal.
Royale Belge’s contribution to GBL’s result also includes its investments in Electrafina
and BBL.
AUDIOFINA / CLT-UFA
Audiofina’s share of estimated value
Audiofina’s share of GBL’s
operating profit
14.1%
-1%
BF −0.01 billion
(BF 0.8 billion in 1996)
BF 25.2 billion
(BF 24.5 billion in 1996)
Following the contribution by Bertelsmann of its audio-visual subsidiary, UFA, to CLT at
the beginning of 1997 and the subsequent sale of 16.7% of the new group, CLT-UFA, to
Bertelsmann for BF 32 billion, Audiofina and Bertelsmann own 98% of CLT-UFA in
equal proportions.
CLT-UFA reported a loss of BF 2.9 billion in 1997, including start-up losses of
BF 6.5 billion. In 1996, profit amounted to BF 3.4 billion.
GBL’s transitive interest in CLT-UFA dropped from 22.1% to 11.2%, following the
re-balancing transaction described above that took place in January 1997.
Audiofina contributed about 13% of GBL’s estimated value at the end of March 1998
(approximately BF 1,110 per GBL share). Apart from the 49% stake in CLT-UFA,
Audiofina had a 1.4% interest in Canal+ and cash on hand of BF 38 billion at
31 March 1998. The Havas shares were sold in early 1998.
ANNUAL REPORT 1997
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IMETAL
Share of estimated value
Share of GBL’s operating profit
8.5%
11%
BF 15.2 billion
(BF 15.0 billion in 1996)
BF 0.8 billion
(BF 0.8 billion in 1996)
Imétal’s contribution to the consolidated results increased from BF 787 million to
BF 827 million, largely as a result of Parfinance’s increased investment in Imétal.
At the end of 1997, GBL’s economic interest in Imétal was 22.1%, representing some 8.5%
of the group’s estimated value.
BANK BRUSSELS LAMBERT - ING
ING’s share of estimated value
BBL’s share of GBL’s operating profit
13.5%
19%
BF 24.2 billion
BF 1.5 billion (BF 1.3 billion in 1996)
ING Groep launched a takeover bid for BBL on 11 November 1997, in a share exchange
deal valuing the shares at BF 9,500.
GBL and Royale Belge responded positively to this offer and exchanged their BBL shares
for those of ING.
This transaction generated a book profit of BF 15.4 billion for GBL, of which BF 1.6 billion
represents the share of the profit realised by Royale Belge. This profit recorded by GBL in
1997 was calculated on the basis of a reference share price of BF 9,500.
ANNUAL REPORT 1997
22
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The terms of the offer were: 6 ING ordinary shares, a call B warrant (exercisable for a
period of 10 years at a price of NLG 110) and a cash sum of BF 300 for each BBL share.
The ING shares received as part of the exchange were booked at the corresponding value of
the BBL shares on the date in question, which was less than NLG 85.
The offer was open from 3 to 17 December and resulted in ING Groep acquiring 95.57% of
the bank’s shares. As required by law, the offer was re-opened under the same conditions
from 8 to 23 January 1998, enabling ING to increase its stake to 98.60%. At the beginning
of 1998, GBL realised a profit of BF 3.5 billion through selling almost half of its
investment in ING.
As the stake in BBL was owned by GBL and Royale Belge throughout almost the entire
year, BBL was treated as a related company for the purposes of the consolidated result. It
contributed BF 1,462 million, against BF 1,276 million in 1996.
COMPARISON OF CONTRIBUTION TO OPERATING RESULTS AND
ESTIMATED VALUE 1997/1996
In 1997, GBL’s operating result was BF 7,644 million, against BF 7,764 in 1996. It can be
broken down as follows:
At 31 December 1997
(BF million)
At 31 December 1996
(BF million)
2,397
1,724
1,462
1,276
1,154
827
713
972
741
805
787
750
439
871
579
-89
Suez PetroFina Royale Audiofina Imétal
Lyonnaise
Belge
des Eaux
BBL Miscellaneous Cash
PetroFina Royale Audiofina Imétal
Belge
ANNUAL REPORT 1997
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BBL
Tractebel Miscellaneous Cash
At 31 December 1997, GBL’s estimated value increased by 26% and stood at BF 7,366 per
share, compared to BF 5,838 a year earlier. At 30 March 1998, the estimated value per
share amounted to BF 8,586 - a 47% increase since the start of 1997. During the same
period, the share price increased by 59% and the Belgian stock exchange index (BEL-20)
grew by 57%.
At 31 December 1997
Miscellaneous
946
Cash
264
At 31 December 1996
Cash
490
Suez Lyonnaise
des Eaux
1,155
ING
996
PetroFina
1,443
Miscellaneous
1,007
Royale Belge
573
BBL
712
Imétal
627
Audiofina
1,036
Imétal
638
Royale Belge
899
Estimated value per share: BF 7,366
Audiofina
1,041
Estimated value per share: BF 5,838
ANNUAL REPORT 1997
24
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Suez Lyonnaise
des Eaux
277
PetroFina
1,100
I N V E S T M E N T S AT 3 1 D E C E M B E R 1 9 9 7
ELECTRAFINA
PETROFINA
SUEZ
LYONNAISE
DES EAUX
PARFINANCE
AUDIOFINA
CLT-UFA
ING*
IMETAL
ROYALEVENDOME
ROYALE
BELGE
BERNHEIMCOMOFI
* following ING’s acquisition of BBL in late 1997
The following information is provided in respect of each of the operational investments
over the next few pages:
• an organisation chart of the investment structure showing the percentage of shares held
at 31 December 1997;
• a graph showing GBL’s percentage stake in the company’s capital (not fully diluted).
The figure given for percentage control is based on voting rights. The percentage
holding is the result of the transitive calculation through the different group entities
owning shares in the company in question; the significance of this percentage is that it
represents the share of profits of the related companies included in the consolidated
accounts for the year ending 31 December 1997;
• a graphical representation of the company’s results. The key figure used is the group
share of the net consolidated profit after tax, as published in the annual report of the
company in question;
• a table of key figures covering financial and operating data appropriate to each
company;
• the group’s non fully diluted interest (%), which is shown in each table, includes any
investments held by Royale Belge.
The glossary with definitions of key words can be found on page 94.
Some comments are required about the contents of the financial data tables for each of the
related companies. Unless indicated otherwise, data relating to the company as a whole are
expressed in million Belgian francs while data relating to individual shares are expressed
in Belgian francs. Balance sheet data are consolidated.
ANNUAL REPORT 1997
25
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48,4%
AUDIOFINA
ELECTRAFINA
ROYALEVENDOME
PARFINANCE
11,2%
SUEZ
LYONNAISE
DES EAUX
PETROFINA
CLT-UFA
ROYALE
BELGE
IMETAL
Percentage holding
14
12
10
8
6
4
2
0
93
94
95
CONTROL
96
BERNHEIMCOMOFI
Profit (FF)
4500
4000
3500
3000
2500
2000
1500
1000
500
0
97
93
94
EQUITY INTEREST
1997
Financial data (in FF)
Shareholders’ equity
Market capitalisation
Profit
Distributed profit
Profit per share
Dividend per share **
Share price
Number of shares in issue
Group share (%)
95
96
97
pro forma
1996
Pro forma
49,301
84,073
4,013
2,450
45,400
71,057*
1,981
N.A.
32.3
15.0
666
126,235,772
13.0
15.9
12.0
566*
125,541,972*
6.3
* at 19 June 1997, the date of the merger between Compagnie de Suez and Lyonnaise des Eaux
** excluding tax credit
Operational data (in FF)
Turnover
Gross operating margin (EBITDA)
Operating profit
Net operating result (group share)
Net consolidated debt
Financial fixed assets and capital expenditure
Debt / equity ratio
Group profitability (EBIT / capital employed)
Employees
ANNUAL REPORT 1997
26
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1997
1996
Pro forma
190,420
41,669
15,030
3,995
60,400
29,300
53%
11%
174,458
173,214
36,363
12,393
3,438
61,300
N.A.
57%
N.A.
169,238
Suez Lyonnaise des Eaux was created in June 1997 from the merger between Compagnie de Suez and
Lyonnaise des Eaux. The group will focus on four activities that help fulfil man’s basic needs: Energy, Water,
Cleaning and Communications, with the ultimate objective of becoming the world’s leading supplier of local
communal services. With sales of FF 190 billion and a market capitalisation of more than FF 120 billion,
Suez Lyonnaise des Eaux is one of the largest European companies in its sector.
Since the merger, Suez Lyonnaise des Eaux has made significant investments in its four core activities and
sold off non-strategic assets. The group has also continued to simplify its structure.
With a presence in over a hundred countries, the group is continuing to develop internationally in its four core areas.
Key events in 1997:
• Significant transactions in the Energy sector, mainly realised by the Tractebel group and including: the acquisition of
a network of gas pipelines in Kazakhstan, the operation of power stations in Thailand, the purchase of two
co-generation facilities in the United States and the wining of a contract for the construction and operation of a 350
MW facility in Luxembourg.
• International water contracts won include Budapest, Cordoba, Jakarta, Ho Chi Minh City, Manilla, Medan, Milwaukee
and Potsdam. The group now provides drinking water for over 70 million people.
• The acquisition of the French and Spanish activities of Waste Management International, those of VEA (Brazil’s
foremost cleaning sector company) and, most significantly, the acquisition from Browning Ferris Industries (BFI) of all
that company’s activities outside North America. The BFI acquisition, which will make Sita the European leader and
world number three in the cleaning sector, represents an investment of FF 8.3 billion. Following the transaction, sales
of the cleaning division will rise from BF 15 billion to BF 20 billion.
• The formation of a strategy for the communications sector. The Board indicated at the time of the merger that the extent
of the group’s commitment to the communications sector would be decided upon by the end of the year. Accordingly,
and in order to use the full capacity of both the founding companies’ networks, Suez Lyonnaise des Eaux has decided
to launch a multi-services package for cable: digital television, internet access and a telephone all on the same
network.
As part of its strategy of refocusing on core activities, Suez Lyonnaise des Eaux sold its entire portfolio of debt owned by
real estate professionals as well as property promotion activities for its own behalf, for FF 3 billion. It also disposed of
50% of Factofrance Heller. The group made other major disposals, such as 25% of Union Minière for FF 3.2 billion, Accor
for FF 2.2 billion, Orion for FF 550 million, and 30% of Sephora, in addition to the sale of Rougié and of 51% of the
trading activities of Domaines Cordier. An agreement on ISM is currently being finalised.
Elsewhere, Suez Lyonnaise des Eaux simplified its structure through increasing its holdings in subsidiaries (including
the full take-over of Elyo and Degrémont), and through mergers (Tractebel/Powerfin; Suez Industrie / Astorg / Suez
Ventures / Société Finance Conseil and Banque Monod with Banque Le Hénin).
With an increase in sales of 10% (over 30% outside France and Belgium in its core activities), the group share of
the 1997 net consolidated profit was FF 4.0 billion, double the pro forma figures for 1996. Net operating profit was
FF 4.0 billion, against a pro forma figures of FF 3.4 billion for the year ending 31 December 1996, with exceptional items
close to zero. This performance puts the group ahead of schedule for achieving its objective of doubling net operating
profit per share by 2001.
At its meeting on 14 April 1998, the Supervisory Board of Suez Lyonnaise des Eaux examined the group accounts and
proposed a dividend distribution of FF 15 (excluding tax credit) in respect of the 1997 financial year.
ANNUAL REPORT 1997
27
Brought to you by Global Reports
48.4%
AUDIOFINA
ELECTRAFINA
ROYALEVENDOME
PARFINANCE
22.7%
SUEZ
LYONNAISE
DES EAUX
PETROFINA
CLT-UFA
ROYALE
BELGE
IMETAL
Percentage holding
Profit
25
25000
20
20000
15
15000
10
10000
5
5000
0
93
94
95
CONTROL
96
0
97
93
94
95
96
97
EQUITY INTEREST
1997
1996
1995
155,915
320,274
22,060
10,773
135,011
233,581
15,948
9,301
123,098
209,760
11,826
8,185
945
460
13,675
23,420,432
23.5
686
400
10,100
23,252,863
23.4
509
352
9,070
23,252,451
23.3
1997
1996
1995
727,031
57,142
43,660
622,145
43,965
33,142
558,724
39,660
29,852
52.2
208.9
32.9
38,701
1,900
2,170
14,675
49.3
210.7
31.8
37,293
1,733
2,041
13,588
50.7
204.0
29.3
36,745
1,674
1,793
13,653
Financial data*
Shareholders’ equity
Market capitalisation
Profit
Distributed profit
Profit per share
Gross dividend per share
Share price
Number of shares in issue
Group share (%)
Operational data*
Sales
Cash flow
Investments
Production of oil (in million barrels)
Production of natural gas (in billion cubic feets)
Refineries processed crude oil (in million tonnes)
Sales of petroleum products (in thousand tonnes)
Production of monomers (in thousand tonnes)
Production of polymers (in thousand tonnes)
Employees
* figures presented are stated in accordance with US GAAP
ANNUAL REPORT 1997
28
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BERNHEIMCOMOFI
PETROFINA
PetroFina is an international oil and petrochemicals group with a strong presence in northern Europe and the
south-eastern United States. With a third of the company’s 14,675 employees based in Belgium, it is the
country’s largest industrial group. Its oil activities include exploration and production as well as refining and
distribution. PetroFina is also a major global producer of polymers, especially polypropylene, polyethylene
and polystyrene.
PetroFina made several discoveries in Vietnam during the year. In Angola, the group was involved in a major new deep
water discovery in block 17 and obtained a 30% stake and operating licence in block 19, also in deep offshore waters.
The company’s first exploration contract has been signed in the Caspian Sea, in the Azerbaijani offshore area. Several
development projects were started or developed further, notably in the North Sea and the United States.
Downstream, the company began construction of an aromatics extraction unit at its Antwerp refinery. This BF 4 billion
investment is intended to increase the production of aromatics - xylene and benzene - at the expense of fuels production,
and will enable the aromatics content of petrol to be reduced by the year 2000, in anticipation of stricter European
environmental controls. In January 1998, the group signed an agreement with Electrabel for the construction of a
126 MW electricity co-generating station with steam production of 165 tonnes per hour on the site of the Fina
Raffinaderij Antwerpen. This facility will result in significant savings in energy costs and will optimise the refinery’s
economic and technical capacity.
In the chemicals sector, the group signed an agreement with BASF to build the largest liquid vapocrackling facility in the
world on the site of the Port Arthur refinery. This plant, which will produce ethylene and propylene, strengthens the
group’s industrial position in the United States and is expected to become operational in 2000.
The group decided to increase the polypropylene production capacity of its American facility, to an annual
975,000 tonnes by the fourth quarter of 1998. With the inauguration of another production line, the capacity of the
Bayport high density polyethylene factory is being doubled to 385,000 tonnes per year.
The group plans investments of BF 45 billion in 1998, compared to BF 44 billion in 1997. In the upstream sector, this will
primarily be focused on exploration efforts, developments which are already planned or underway, mainly in the United
States and British North Sea as well as the completion of the Ekofisk redevelopment. Downstream, the primary objective
will be the modernisation and expansion of the Fina chain of petrol stations in Europe, financing the construction of a
vapocrackling facility at the Port Arthur refinery in the United States, the on-going extension of the polypropylene and
polyethylene production capacity in the group’s American factories and the removal of bottlenecks in Europe.
PetroFina’s net consolidated profit amounted to BF 22.7 billion in 1997, a rise of 37% over 1996. Group share of the
profit was BF 22.1 billion, against BF 15.9 billion in 1996, an increase of 39%.
The consolidated cash generated during the financial year was BF 57 billion, compared to BF 44 billion in 1996. The
group’s share of the cash flow was BF 55 billion, against BF 42.4 billion the previous year.
The growth in profits at PetroFina is primarily attributable to excellent performance in the downstream sector, due to the
excellent quality of refining operations, as well as to an increase in volume and an improvement in margins.
Profits in the upstream sector were up slightly, with an increase in production volumes of more than 9%, and the
appreciation of the dollar exchange rate, by 16% compared to 1996, offset by a fall in the price of Brent crude of around
$ 1.56 per barrel and higher level of spending on exploration.
Profits in the chemicals sector were down slightly, with increased profitability in Europe and overall volume growth not
proving sufficient to compensate for the effect of lower margins in America.
The Board will propose to the Annual General Meeting of 8 May 1998 the distribution of a gross dividend of BF 460 per
share, representing an increase of 15% over the previous year.
ANNUAL REPORT 1997
29
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48.4%
0.3%
ELECTRAFINA
ROYALEVENDOME
PARFINANCE
AUDIOFINA
51.5%
49.0%
SUEZ
LYONNAISE
DES EAUX
PETROFINA
ROYALE
BELGE
IMETAL
CLT-UFA
Percentage holding
Profit (LUF)
4000
3000
2000
1000
0
-1000
-2000
-3000
-4000
100
80
60
40
20
0
93
94
CONTROL
95
96
97
93
94
95
96
97
EQUITY INTEREST
Financial data (in LUF)
Shareholders’ equity
Profit
Distributed profit
Profit per share
Gross dividend per share
Number of shares in issue
Group share (%)
Operational data (in LUF)
Turnover
Cash flow
Investments
Employees
1997
1996
1995
19,187
(2,882)
−
22,011
3,372
1,461
16,584
3,335
1,437
(149)
−
19,305,277
49.0
282
122
13,075,881
97.1
279
120
11,976,352
96.8
1997
1996
1995
114,067
11,730
26,801
4,007
92,766
14,354
25,462
3,437
91,192
17,597
19,349
3,246
ANNUAL REPORT 1997
30
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BERNHEIMCOMOFI
1997 was the first year of operation for the new CLT-UFA structure, which was established on 13 January as
Europe’s premier television and radio group. During its first year, CLT-UFA’s results were in line with its stated
strategic objectives, consolidating its position as a leader in commercial television and radio while investing in
new projects. The group also continued to strengthen its production activities and its stock of audio-visual rights.
In the German market, RTL Television, market leader in terms of number of viewers for the fifth consecutive year,
concluded an agreement with RTL2 to provide it with high quality programmes. VOX, for its part, reported improved
results both in terms of viewing figures and advertising revenues.
Two of the group’s television channels celebrated their 10th anniversaries in 1997: M6 in France and RTL TVI in
Belgium. For the second successive year, M6 was the only national terrestrial channel to increase its share of the
television audience, with an average share of 13.2% of French households. RTL TVI continues to perform well and
remains Belgium’s leading French-language channel.
In the Netherlands, the reorganisation of activities around HMG, which was started in 1996, enabled the group to
strengthen its position as Dutch market leader with RTL4 and Veronica. RTL 5 was re-launched with a new format,
transforming it from a general entertainment channel into a news and information service called RTL5 Nieuws & Weer
(News and Weather).
RTL confirmed its position as market leader for radio in France. RTL2 had an excellent year in 1997, doubling its
turnover. CLT-UFA also began a process of reorganising its activities in the French market with a view to improving the
synergy between its three radio stations operating in the country: RTL, RTL2 and Fun Radio.
In French-speaking Belgium, Bel RTL achieved outstanding results, reaching an audience of over a million listeners in
1997 for the first time.
In Germany, where CLT-UFA has eight stations, general and specialised, national and regional, 1997 was also a highly
successful year, confirming the leading positions of 104.6 RTL, Radio Hamburg and Antenne Bayern.
A highlight of 1997 was the initiation of the reorganisation programme aimed at aligning the group’s TV channels and
radio stations more closely with the advertising sales organisation under the name of IP (Information et Publicité), within
the Havas Intermediation structure. CLT-UFA acquired Havas Intermediation for the sum of FF 860 million.
CLT-UFA continued its expansion in 1997 in the three sectors of strategic importance which are the purchase of fiction
rights, the purchase of sporting rights and production.
In line with its strategy, CLT-UFA continued to develop its activities in the pay television sector in Germany, with
Premiere attracting more than 1.6 million subscribers by the end of 1997. In September 1997, the Boards of Directors of
Audiofina and CLT-UFA approved a merger between Premiere and DF1, the Kirch group’s digital offshoot. This merger is
subject to approval by the European Commission and various national authorities. In France, the digital satellite
television operator, TPS, had an outstanding first year of operation, closing the year with 345,000 subscribers. In addition
to launching new specialised themes to complete its programme package, TPS focused on developing new exclusive and
original interactive television services. In early 1998, CLT-UFA sold its 20% direct stake in TPS to M6 (5%) and Suez
Lyonnaise des Eaux (15%), earning it a gross profit on disposal of LUF 2.2 billion.
Numerous new ventures went on air in 1997, such as Channel 5 in the United Kingdom, RTL7 in Poland and RTL Klub
in Hungary.
Following these major investments, CLT-UFA reported a net loss, in line with expectations, of LUF 2.9 billion in 1997 the first financial year after the merger - compared to a profit of LUF 3.4 billion in 1996.
The key features of 1998 will be the continuation of changes announced in 1997 together with improved profitability of
the company’s core activities (mainly commercial television) alongside a varying range of financial effects from the many
on-going developments, particularly at Premiere.
The Board of Directors will propose to the Annual General Meeting on 19 May 1998 not to distribute a dividend in respect
of 1997. The previous year’s figure was LUF 122 million.
ANNUAL REPORT 1997
31
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25.1%
AUDIOFINA
ELECTRAFINA
ROYALEVENDOME
PARFINANCE
51.2%
SUEZ
LYONNAISE
DES EAUX
PETROFINA
CLT-UFA
Percentage holding
Profit
60
25000
50
20000
40
15000
30
10000
20
5000
10
0
93
94
95
CONTROL
96
0
97
93
94
95
96
97
EQUITY INTEREST
Financial data
Shareholders’ equity
Market capitalisation
Profit
Distributed profit
Profit per share
Gross dividend per share
Share price
Number of shares in issue
Group share (%)
Operational data
Insurance − premium income
Gross life premiums
Gross non-life premiums
Total
IPPA − Banking products
Profit − technical account life
Profit − technical account non-life
Profit − non-technical account
Consolidated profit (Group share)
Employees
1997
1996
1995
74,954
168,800
23,159
7,317
61,900
104,800
11,315
5,843
56,434
94,240
6,176
4,244
1,447
453
10,550
16,000,000
51.2
443
360
6,550
16,000,000
51.2
386
260
5,890
16,000,000
51.9
1997
1996
1995
47,428
64,727
112,155
7,432
5,948
3,448
3,849
23,159
6,203
46,702
65,734
112,436
7,320
3,655
2,550
3,011
11,315
6,733
44,787
64,566
109,353
6,273
3,254
2,070
3,227
6,176
6,926
ANNUAL REPORT 1997
32
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BERNHEIMCOMOFI
ROYALE
BELGE
IMETAL
Royale Belge is an insurance and financial services group operating in the Benelux and Northern European
markets, with a strategy of yielding strong growth and high returns.
To this end, it offers a full range of life and non-life insurance products, savings and investment products and
personal loans, aiming to offer a quality local service and to continuously develop its distribution capacity.
Since 1 January 1997, Royale Belge has had a non-life insurance agency operating in Sweden, allowing it to evaluate
opportunities in the Scandinavian markets.
Banque Ippa and Royale Belge Finance merged their activities in March 1997. This was the logical development of the
synergies between Royale Belge’s two banking subsidiaries and the integration of Banque Ippa into the group’s insurance
network.
In July 1997, Royale Belge Re, the group’s reinsurance subsidiary stopped subscribing to new reinsurance contracts.
Royale Belge Re will continue to manage its existing portfolio and the reinsurance operations of group companies.
In December 1997, Royale Belge group, which jointly controlled BBL with GBL group and Crédit Communal de Belgique
group, sold its interest in BBL under the terms of a takeover bid made by the Dutch group ING.
In Belgium, Royale Belge continued to develop and strenghten relationships with independent brokers, who account for
90% of all personal insurance sales. While strengthening its relationship with professional brokers, Royale Belge also
developed its policy of building multiple distribution channels.
The group will continue to make distribution agreements with Belgian banks taking into account the new factors affecting
the Belgian market.
Through two jointly owned subsidiaries, the partnership with La Poste will enable life assurance and personal IARD
products to be sold through post office branches.
In the Netherlands, Royale Belge controls the UAP-NieuwRotterdam group. Having been reorganised around an
insurance business, operating in life, non-life and collective extra-legal contingency insurance, the group is continuing to
stabilise its portfolios, redefine its links with distribution networks and develop new life assurance products in line with
market demand.
In the Grand Duchy of Luxembourg, where Royale Belge operates through the Royale UAP group, activity was in line with
objectives. Future developments will focus on starting up multi-risk business insurance cover and new opportunities in
the companies’ pension market.
Royale Belge group’s premium income in 1997 was BF 112.2 billion, almost unchanged from 1996. Total premium
income earned by Belgian insurance companies increased by 2.1%.
In the Netherlands, turnover fell as a result of losing a major appointed broker’s life assurance premium income, the
stabilisation of the business IARD portfolio and a tailing off in health insurance cover through strong competition.
Turnover in the Grand Duchy of Luxembourg grew by 5.8%. Royale UAP’s sales of insurance bonds were affected by low
interest rates with income increasing across the rest of the range of life and non-life products.
In northern Europe, Royale Belge’s Swedish branch earned premium income of BF 600 million and finished the year with
a profit of BF 5 million.
The group share of the net consolidated profit amounted to BF 23.2 billion, including an exceptional profit of
BF 14.2 billion realised on the disposal of BBL shares.
Excluding exceptional items, the operating profit was BF 9 billion, against BF 7.1 billion in 1996 and BF 6.2 billion in
1995.
Return on shareholders’ equity, which amounted to BF 75 billion before appropriation of profits for 1997, was 14.5%.
At the same date, consolidated latent profits on quoted stock and buildings was BF 81.2 billion, up from BF 64 billion in
1996 and BF 51.1 billion in 1995.
The Board of Directors decided to propose to the Annual General Meeting on 12 May 1998 the distribution of a gross
dividend of BF 453 per share.
ANNUAL REPORT 1997
33
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40.7%
AUDIOFINA
ELECTRAFINA
ROYALEVENDOME
PARFINANCE
54.4%
SUEZ
LYONNAISE
DES EAUX
PETROFINA
CLT-UFA
ROYALE
BELGE
IMETAL
Percentage holding
Profit (FF)
700
600
500
400
300
200
100
0
60
50
40
30
20
10
0
93
94
95
CONTROL
96
BERNHEIMCOMOFI
97
92
93
94
95
96
EQUITY INTEREST
Financial data (in FF)
Shareholders’ equity
Market capitalisation
Profit
Distributed profit
Profit per share
Dividend per share *
Share price
Number of shares in issue
Group share (%)
1997
1996
1995
6,573
11,167
620
261.25
5,849
11,418
614
238.50
5,329
8,687
596
215.33
44.25
17.5
748
14,928,496
54.4
41.2
16.0
766
14,906,496
52.5
40.1
14.5
585
14,850,296
52.7
1997
1996
1995
11,051
1,270
781
9,933
8,100
1,026
660
8,252
7,737
1,004
760
7,614
* excluding tax credit
Operational data (in FF)
Turnover
Cash flow
Capital expenditure
Employees
ANNUAL REPORT 1997
34
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Imétal, whose shares are quoted on the Paris stock exchange, is an international industrial group specialised
in three areas: construction materials, industrial minerals and metals processing. In 1997, Imétal made
major investments in organic and external growth projects.
Turnover in 1997 exceeded FF 11 billion, representing growth of over 36%, with strong external growth (22%) and a
sustained level of organic growth (6%) in continuing operations at constant exchange rates. Exchange rates had a positive
impact (8%), primarily as a result of the strength of the dollar.
Operating profit, after employee profit-sharing, was up by almost 25% to FF 1,206 million, with significantly increased
contributions from the metals processing and industrial minerals activities and a reduction in results in construction
materials due to difficulties at Ardoisières d’Angers.
The group share of the net operating profit was FF 600 million, up by almost 9%. The result includes losses from related
companies in connection with the Brazilian kaolin project (FF 37 million) in which the group has a 44% stake and the
impact of higher tax rates in France, which cost FF 16 million. Net consolidated profit, group share, after exceptional
items and the writing down of over-valued items, amounted to FF 620 million, which is not comparable with the previous
year’s figure, which was inflated by significant profits arising on the disposal of activities.
Investments in industrial developments of FF 781 million and external growth of FF 941 million, spent on shares or
assets, continued at a sustained rate. These investments significantly strengthened market positions, mineral reserves
and the group’s production capacity, as well as control of downstream markets. Gross cash flow improved by 24% to
FF 1,270 million.
After five years of rationalisation and development (during which profits more than doubled), Imétal has now acquired
real international stature. The group is today well-placed to capitalise on its leadership position to increase growth and
create further value for its shareholders.
With this in mind, the Board of Directors approved a proposal for a merger with Parfinance, whose only assets following
prior rationalisation were its 54% stake in Imétal and cash resources of FF 1 billion.
This merger, agreed in principle by the Boards of both Imétal and Parfinance under the advice of Rothschild & Co and
Lazard Frères & Co respectively, will become effective on 1 July 1998, on the basis of a swap of 2 ex-dividend Imétal
shares for 5 Parfinance shares, after ordinary and exceptional distributions. This swap ratio was calculated via a
transparent analysis of the net revalued assets of Parfinance as derived from recent market prices for Imétal shares.
Apart from the simplification of its shareholding structure and increased liquidity of its shares, the main consequence of
this transaction for Imétal will be an increase of FF 1 billion in shareholders’ equity and the creation of 1,047,000 new
shares.
This proposed merger will be put to an Extraordinary General Meeting, which will be called on 30 June 1998, after the
required authorisations have been received.
Following this merger, Imétal’s capital will be made up of 16 million shares, with the Pargesa/GBL grouping retaining an
interest of over 50%.
The Board of Directors will propose to the Annual General Meeting on 7 May 1998 the distribution of a dividend of
FF 17.50 per share (FF 26.25 including tax credit), an increase of 9.4% over the previous year, reflecting the company’s
improved results.
ANNUAL REPORT 1997
35
Brought to you by Global Reports
25.1%
AUDIOFINA
ELECTRAFINA
ROYALEVENDOME
PARFINANCE
40.5%
51.2%
SUEZ
LYONNAISE
DES EAUX
PETROFINA
CLT-UFA
ROYALE
BELGE
IMETAL
BERNHEIMCOMOFI
20.4%
Percentage holding
70
60
50
40
30
20
10
0
93
94
95
CONTROL
96
Profit
500
400
300
200
100
0
-100
-200
97
Financial data
Shareholders’ equity
Market capitalisation
Profit
Distributed profit
Profit per share
Gross dividend per share
Share price
Number of shares in issue
Group share (%)
Operational data
Securisation:
• amounts paid
• value of related assets
Number of parking spaces under management
94
95
96
97
1997
1996
1995
4,145
4,874
317
306
4,132
4,992
(160)
295
4,586
5,420
426
308
107.4
100
1,650
2,953,886
60,9
(54.3)
100
1,690
2,953,886
60,8
144.1
100
1,835
2,953,636
60,8
1997
1996
1995
2,146
28,276
102,500
1,765
21,686
100,683
1,600
19,907
86,321
ANNUAL REPORT 1997
36
Brought to you by Global Reports
93
EQUITY INTEREST
BERNHEIM-COMOFI
Bernheim-Comofi is a property company operating in five sectors: property development, ownership and
operation of public car parks, ownership and operation of self-storage facilities, real estate securitisation and
land parcelling.
Building on real estate expertise acquired over many years’ involvement in land parcelling and development activities,
Bernheim-Comofi is now beginning to concentrate on high value added sectors of the property market. With this in mind,
the group structure was strengthened and simplified by focusing each of the core activities around a specialised
company:
• Immobilière Bernheim-Outremer for property development;
• Bernheim Asset Management for securitisation;
• Access Self-Storage (formerly MSC) for self-storage;
• Interparking for car parking;
• Bernheim-Outremer Properties for land parcelling (and property management).
Property development remains the cornerstone of the group’s operations. Key events of the year were the sale to Deutsche
Bank of the company that owns the building developed in Budapest, as well as an as yet unfinished 7,000 m2 building,
located at Avenue des Communautés in Brussels. Work began on a new development in Budapest, while construction and
commercial negotiations are continuing in respect of other sites in Brussels. The group participated in the setting up of
Wetinvest, in which it has a 33% stake and which is starting work on a 15,000 m2 property on the outskirts of Brussels.
The value of securitised property increased by 35% during the year, from BF 21 billion to BF 28 billion. This growth is
largely attributable to the merger of Secafi Befimmo and companies in the Prifast group, as a result of which Befimmo’s
property portfolio increased from BF 6.7 billion to BF 10.8 billion.
Interparking, in which Bernheim has a 50% stake, continued to grow, reflected in a 21% jump in sales and a 29%
improvement in net cash flow to over BF 800 million. The group currently manages 213 car parks with a total of over
107,000 parking spaces in six countries in continental Europe. Four new car parks were recently opened in Belgium
(Poelaert, Namur, Lombardia, De Keyser) and a further 10 were acquired in Antwerp. These activities, combined with the
successful integration of Codeparc in France and a reduction in interest rates resulted in the consolidated profit after tax
exceeding BF 240 million.
Progress in self-storage development was evidenced by the opening of a site in Dusseldorf and the acquisition of four sites
in Paris. Sites currently being operated, together with seven further sites being developed, account for a total storage
capacity of 70,000 m2. Increases in the number of sites and the associated start-up costs are today in line with the
business plan. In the longer-term, this business has strong potential to see growth in capital value assuming it develops
along lines experienced in Anglo-Saxon countries.
New administrative changes delayed developments in land parcelling in both Flanders and Wallonia.
Overall, taking account of the start-up losses of BF 63 million in the self-storage business, the result for the year was a
profit of BF 317 million, with all other group activities yielding positive contributions.
The development strategy, which is to concentrate on high-growth activities, should generate additional value for
shareholders in both 1998 and beyond.
In this context, and notwithstanding the major investment required to achieve the group’s growth policy, the Board of
Directors will propose to the Annual General Meeting the distribution of a gross dividend of BF 100 per share, unchanged
from the previous year.
ANNUAL REPORT 1997
37
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UNQUOTED SHAREHOLDINGS
BATC (Brussels Airport Terminal Company), in which GBL has a 6.6% stake, manages Brussels-National airport.
Results for the year under review benefited from a strong growth in passengers’ number, with the company’s turnover
increasing by 16% while consolidated net profit increased by 86% up to BF 892 million.
In addition, the process of restructuring the management of the airport, launched several months ago, should be finalised
in 1998. In this respect, a preliminary draft law was adopted on 20 March 1998 providing for the merger between BATC
and Régie des Voies Aérienne to create BAIC (Brussels Airport International Company), the new management entity for
the airport.
GBL has a further presence in Zaventem through its 38% stake in Distripar, which owns Belgian Sky Shops, which
operates boutiques and duty-free sales outlets in airports.
The company’s sales grew sharply in 1997, benefiting both from growth in passengers’ number and increased customer
usage at outlets in the old terminal following the completion of modernisation in 1997.
Elsewhere, the company is following closely the European Union decision-making process regarding to the abolition of
duty-free sales for passengers travelling within the European Union from June 1999 and is preparing strategies to deal
with all possible outcomes. Distripar extended its town-centre perfumes and cosmetics retail activity by acquiring
joint-controlling stakes in several companies operating, Cloquet and Planète Parfums stores.
In 1997, GBL retained a 49% interest in the holding company of the Dewaay group, which mainly operates in asset
management and all aspects of dealing in fixed and variable rate securities. This investment was sold in early 1998.
Groupe Jean Dupuis, half of whose capital is held by GBL, operates in the publishing sector through its wholly-owned
subsidiary, Editions Dupuis, and in printing, through its 50% stake in Hélio Charleroi (together with Hachette Filipacchi
Presse).
Editions Dupuis is the world leader in French language comic strips, with annual sales of 11 million books. From this core
activity, the company is developing peripheral activities in the audio-visual sector, and also in licensing, the sale of
publishing rights, direct marketing and marketing of products of other publishers. Dupuis also publishes the last great
weekly comic strip, le Journal de Spirou.
Hélio Charleroi prints magazines, catalogues and publicity leaflets.
A new rotary press will be ordered in 1998. It will become operational in 1999 and will ensure that the company is able
to continue to grow currently since it is currently constrained by production capacity.
The group reported a net consolidated profit for 1997 of BF 202 million, against BF 142 million in 1996.
Gillam, of which 46.5% is held by GBL, is an industrial group that develops and markets telecommunications products.
It has also invested in cable television in France, taking a stake in Réseaux Câblés de France alongside KPN. Focusing on
the deregulation of the telecommunications market, the company has developed new niche products for networks, which
are particularly useful in rural areas.
The Transcor group, in which GBL holds a 47.6% stake, distributes and trades energy products through three entities:
Astra, Transcor AG and Transcor Energy. Astra, which has traditionally operated in the oil sector, reported good results for
1997, benefiting from its policy of concentrating on specific high-potential niche markets. Transcor AG, which trades
coal on the European and North American markets, made a positive contribution to the group’s result, showing an
improvement over the previous year.
Transcor Energy (formerly known as Hauterat & Watteyne) is a Belgian subsidiary that distributes energy products. It
maintained its market share in terms of fuel oil sales to its Belgian customer base but also launched new coke and coal
activities on the German market. The group share of the net consolidated profit for 1997 amounted to BF 216 million,
against BF 173 million in 1996.
ANNUAL REPORT 1997
38
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AC C O U N T S AT 3 1 D E C E M B E R 1 9 9 7
ECONOMIC SUMMARY
40
CONSOLIDATED ACCOUNTS
49
ANNUAL ACCOUNTS
73
CONSOLIDATED ACCOUNTS 1997
39
Brought to you by Global Reports
E C O N O M I C S U M M A RY
SYNTHETICAL CONSOLIDATED BALANCE SHEET
In BF million
Fixed assets
Goodwill
Tangible fixed assets
Financial fixed assets
Current assets
Shareholders’ equity
Third party interests
Provisions
Long-term debt
Current liabilities
1997
1996
Variation
147,550
10,791
54
136,705
73,153
154,713
25,995
58
128,660
35,137
(7,163)
(15,204)
(4)
8,045
38,016
220,703
189,850
30,853
117,319
80,170
947
11,472
10,795
88,676
77,049
758
12,885
10,482
28,643
3,121
189
(1,413)
313
220,703
189,850
30,853
Total assets at 31 December 1997 amounted to BF 221 billion, against BF 190 billion in the previous
year, an increase of BF 31 billion.
The main changes can be summarised as follows:
1.
Fixed assets
Two areas need to be considered when examining fixed assets: goodwill on consolidation and
financial fixed assets.
1.1. Goodwill on consolidation
The reduction in this item arises primarily from the elimination of third party interests in
goodwill in CLT-UFA, which amounted to BF 14 billion at 31 December 1996.
1.2. Financial fixed assets
v Holdings in related companies
The reduction in holdings in related companies is due to the reduced stake in CLT-UFA,
which had an impact of BF 13 billion and the disposal of BBL, which had been valued at
BF 11.5 billion at 31 December 1996.
v Other holdings
The increase in this item is largely attributable to the strengthening of the group’s stake in
Suez Lyonnaise des Eaux, to the tune of BF 31 billion.
CONSOLIDATED ACCOUNTS 1997
40
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2.
Current assets
ING shares acquired following the take-over of BBL were included under ’’short-term investments’’
at BF 23 billion. The balance of the movement in current assets is attributable primarily to the
variation in cash received on the sale of part of CLT-UFA to Bertelsmann and amounts spent to
acquire further shares in Suez Lyonnaise des Eaux.
3.
Shareholders’ equity
Shareholders’ equity amounted to BF 117.3 billion, against BF 88.7 billion, reflecting the distribution
of profit (BF 26.6 billion) and the exercise of warrants (BF 3.5 billion).
4.
Third party interests
Third party interests arise in Electrafina and Audiofina.
5.
Long-term debt
Long-term debt includes loan stock redeemable in shares issued by Electrafina and Audiofina,
representing a total of BF 5.8 billion.
6.
Current liabilities
Current liabilities mainly consist of the profit for the year to be distributed in the amount of
BF 5.1 billion.
CONSOLIDATED ACCOUNTS 1997
41
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ECONOMICAL CONSOLIDATED RESULTS
Total
In BF million
Share of profit of affiliates accounted
for on an equity basis
Dividends
Net financial income
Net sundry charge
Depreciation and provisions
Taxes
(1)
7,808
1,651
1,752
(404)
(39)
(195)
Group share
1997
1996
1996
1997
(2)
12,340
666
931
(340)
(27)
(34)
(1)
6,227
882
937
(288)
(21)
(93)
(2)
6,834
424
796
(242)
(26)
(22)
Operating result
10,573
13,536
7,644
7,764
Depreciation of goodwill on consolidation
Gains on disposal
Exceptional items
Profit attributable on third parties
(1,010)
29,823
23
(7,683)
(1,545)
20,271
(697)
(14,674)
(620)
24,673
29
−
(772)
10,428
(529)
−
Total
31,726
16,891
31,726
16,891
(1) Excluding profit realised on the disposal of Cometra and amounts realised by Royale Belge on BBL
(2) Excluding profit realised by Royale Belge on the disposal of Tractebel
A distinction needs to made in the consolidated profit between the overall profit and the group share
thereof. The overall profit takes account of the full value of the income statement of each subsidiary while
the group share of the consolidated profit is calculated in proportion to GBL’s economic interest in the
companies concerned. Comments that follow relate exclusively to the group share of the profit.
It should be noted that in calculating the profit (group share) amounting to BF 31,726 million at
31 December 1997, no account was taken of the exceptional portion of the dividend distributed by
Compagnie de Suez, representing BF 0.8 billion, which was used to reduce the value of the holding in the
new merged entity, Suez Lyonnaise des Eaux.
In effect, following the disposal of Banque Indosuez during 1996 and in view of the merger/takeover
between Compagnie de Suez and Lyonnaise des Eaux that was effected in June 1997, Compagnie de Suez
decided to distribute an exceptional dividend, three times the dividend in 1995, or FF 24.6 per share. In
each of the years from 1993 to 1995, Compagnie de Suez paid an unchanged dividend per share of
FF 8.20. On the basis of this information, Electrafina, GBL’s subsidiary, decided to credit the 1997
income statement with the recurring part of the dividend, or the FF 8.20 per share that had been
distributed in each of the three previous years. The balance, which was exceptional in nature and which
was taken into account in the determination of the share exchange terms applied in the merger/takeover,
was charged by Electrafina against the book value of its holding.
CONSOLIDATED ACCOUNTS 1997
42
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The operating result amounted to BF 7,644 million, against BF 7,764 million at 31 December 1996. This
slight fall in the operating result is principally due to changes in the results of related companies,
dividends and financial revenues.
1. Share of profits of related companies
In BF million
Company’s
result
1996
1997
PetroFina
Royale Belge
CLT-UFA
Imétal
BBL
Tractebel
Miscellaneous
22,060
8,983
(2,882)
FF 620
11,778
−
(2)
Group
share
15,948
7,090
3,372
FF 614
10,291
(4)
7,510
(2)
TOTAL
1997
(2)(3)
2,397
1,154
(326)
827
1,462
−
713
6,227
% of GBL
in the
result (1)
1996
1997
1996
1,724
972
746
787
1,276
(4)
750
579
11
13
11
22
12
−
11
14
22
21
12
10
(2)(3)
6,834
(1) Calculation of the percentage of the overall result takes into account the movements in the year and does not necessarily
correspond to the holding at 31 December
(2) Excluding profit on disposal of BBL in 1997 and Tractebel in 1996
(3) GBL’s share of Royale Belge’s result also includes the results (under the proportional accounting method) of Royale
Belge’s related companies, BBL and Electrafina
(4) Result at 30 June 1996
GBL’s share of the profits of related companies amounted to BF 6,227 million at 31 December 1997,
compared to BF 6,834 million the previous year, a fall of almost 10%. The group’s increased share in
the results of PetroFina, BBL, Royale Belge and Imétal was insufficient to compensate for the loss of
contribution from Tractebel and the negative impact of the result of CLT-UFA.
While the three companies of the Cometra group are treated as related, the results of American
Cometra and Cometra Resources (GBL share BF 3.2 billion) were reclassified in 1997 as nonoperating items in the economic presentation of the consolidated profit, in view of the disposal of their
assets and their liquidation. Only Canadian Cometra is still included in the operating result.
2. Dividends
Dividends include the recurring portion of the dividend paid out by Suez Lyonnaise des Eaux, as well
as dividends received from Fibelpar and Havas.
CONSOLIDATED ACCOUNTS 1997
43
Brought to you by Global Reports
3. Net financial revenues
Financial revenues were boosted by an increase in cash on hand at Audiofina following the disposal of
its CLT-UFA stock to Bertelsmann and by trading profit.
The improvement in the ’’non-operating’’ part of the group share of the result is primarily attributable
to the profits realised by the group on the disposal of BBL stock (BF 15,447 million, of which
BF 1,595 million arose at Royale Belge), CLT-UFA shares (BF 4,793 million), the Cometra group’s oil
sector assets (BF 3,159 million) and the investment in GIB (BF 804 million).
CONSOLIDATED RESULTS PER SHARE (Group share)
in BF
1996
1997
Share of profits of affiliates accounted for on
an equity basis
PetroFina
Royale Belge
CLT-UFA
Imétal
BBL
Tractebel
Miscellaneous
Dividends
Net financial income
Net sundry charges
Depreciation and provisions
Taxes
100
48
(13)
35
61
−
30
Operating profit
261
37
39
(12)
(1)
(4)
73
41
32
34
54
32
25
291
18
34
(11)
(1)
(1)
320
330
Depreciation of goodwill on consolidation
Gains on disposal
Exceptional results
(26)
1,032
1
(33)
444
(23)
TOTAL
1,327
718
ESTIMATED VALUE
The analysis of estimated value is carried out in three stages:
1. Breakdown of the overall estimated value at 31 December 1997;
2. Movement since 1991 in estimated value per share and the share price of holdings;
3. Estimated value per share at 30 March 1998 and impact of the hypothetical exercise of all outstanding
GBL warrants on this value.
CONSOLIDATED ACCOUNTS 1997
44
Brought to you by Global Reports
1. Breakdown of the overall estimated value at 31 December 1997
GBL’s estimated value at 31 December 1997 was BF 179 billion, against BF 137 billion at the end of
1996, corresponding respectively to BF 7,366 per share at 31 December 1997 and BF 5,838 at
31 December 1996, an increase of 26% (BF 1,526).
The method used to calculate estimated value is described on page 94.
The following table shows the overall estimated value in accordance with the different holdings in the
portfolio.
31 December 1996
Share
%
price
est. val.
31 December 1997
Share
%
price
est. val.
In BF million
*
6,501
25,869
13,473
24,465
15,001
16,733
23,685
−
4.7
18.9
9.8
17.8
10.9
12.2
17.3
−
96.4
125,727
91.6
6,402
3.6
11,507
8.4
TOTAL ESTIMATED
VALUE
178,987
100.0
137,234
100.0
Stock market valuation
130,248
Suez Lyonnaise des Eaux
PetroFina
Royale Belge
Audiofina
Imétal
BBL
Sundry
ING
FF 666
13,675
10,550
1,510
FF 748
−
NLG 85.4
TOTAL PORTFOLIO
Cash
28,071
35,072
21,843
25,184
15,243
−
22,978
24,194
15.7
19.6
12.2
14.1
8.5
−
12.8
13.5
172,585
FF 220.6
10,100
6,550
1,500
FF 766
6,730
−
96,033
* Share price of Compagnie de Suez
The estimated value of other shareholdings can be broken down as follows:
At 31 December 1997
Electrafina oil assets
Paribas
AXA-UAP
Canal+
Bernheim-Comofi
Other
Total
At 31 December 1996
6,900
4,037
2,563
−
1,972
7,506
8,197
2,936
1,989
1,320
2,020
7,223
22,978
23,685
The fall in the value of Electrafina’s oil assets results primarily from the disposal by American Cometra of
its oil sector activities in the United States. The increase at Paribas and AXA-UAP is due to strong share
price appreciation.
CONSOLIDATED ACCOUNTS 1997
45
Brought to you by Global Reports
2. Movements since 1991 in estimated value per share and the share price of group
companies
The following tables show the estimated value per share and the share price of holdings in the portfolio.
Estimated value per share of GBL (BF)
30/3/98
1997
1996
1995
1994
1993
1992
1991
Suez Lyonnaise des Eaux
PetroFina
Royale Belge
Audiofina
ING
Imétal
Other
BBL *
Tractebel
Cash
1,693
1,583
1,123
1,110
752
686
643
996
1,155
1,443
899
1,036
996
627
946
264
277
1,100
573
1,041
638
1,007
712
490
930
522
1,128
319
787
529
679
65
961
436
1,145
264
923
435
513
28
927
544
1,132
258
922
450
561
327
690
364
428
134
810
296
407
456
931
342
423
85
830
256
412
528
Estimated value
Share price
Discount
8,586
6,480
24.5%
7,366
5,360
27.2%
5,838
4,085
30.0%
4,959
4,000
19.3%
4,705
3,770
19.9%
5,121
4,015
21.6%
3,585
2,780
22.4%
3,807
3,290
13.6%
* Following the takeover of BBL by ING at the end of 1997
Movements in the estimated value per share are the result of modifications in the percentage holding in
group companies and the changes in the share price as shown in the table below.
Group companies share prices
Growth
1991/1998 30 March
(in %)
1998
1997 1996 1995 1994 1993 1992 1991
GBL
Share price
Suez Lyonnaise des
Eaux (FF)
PetroFina
Royale Belge
Audiofina
ING (NLG)
Imétal (FF)
BBL
Tractebel
97%
6,480
97%
28%
239%
94%
40%
244%
-
889
13,950
13,200
1,510
119.6
818
-
5,360
4,085
4,000 3,770
666 * 452
13,675 10,100 9,070
10,550 6,550 5,890
1,510 1,500 1,580
85.4
748
766
585
- 6,730 5,100
- 12,400
4,015 2,780
9,440 9,870
4,870 5,880
1,600 1,448
516
552
4,305 4,475
9,520 10,700
3,290
7,490 10,900
4,135 3,890
740
777
350
238
3,130 3,240
7,830 7,990
* Share price of Compagnie de Suez at 31 December 1996 (BF 220.6) adjusted on the basis of the agreed exchange ratio of 2.05
decided in the course of the takeover of Compagnie de Suez by Lyonnaise des Eaux in June 1997.
CONSOLIDATED ACCOUNTS 1997
46
Brought to you by Global Reports
3. Estimated value per share at 30 March 1998 and the impact of the hypothetical exercise
of all outstanding GBL warrants on this value (diluted value)
In February 1994, GBL issued 758,340 new ordinary shares, with 2,275,020 warrants attached (3
warrants per ordinary share). The conditions under which the warrants can be exercised are explained on
page 14.
If all the warrants were exercised, the estimated value per share calculated using the share price at
30 March 1998 would fall from BF 8,586 to BF 8,345, with the discount correspondingly falling from
24.5% to 22.4%.
Share
price
Estimated value
at 30 March 1998
Before exercise
of warrants
Suez Lyonnaise des Eaux
PetroFina
Royale Belge
Audiofina
Imétal
Other
ING
FF 889
13,950
13,200
1,510
FF 818
NLG 119.6
PORTFOLIO
Cash
TOTAL ESTIMATED VALUE
Estimated value per share
Share price
Discount
Weighted average number of shares
%
est. val.
19.7
18.4
13.1
12.9
8.0
7.5
8.8
41,140
38,455
27,285
26,966
16,662
15,670
18,268
19.1
17.9
12.7
12.5
7.7
7.3
8.5
184,446
88.4
184,446
85.7
24,193
11.6
30,721
14.3
208,639
100.0
215,167
100.0
CONSOLIDATED ACCOUNTS 1997
Brought to you by Global Reports
After exercise
of warrants
41,140
38,455
27,285
26,966
16,662
15,670
18,268
8,586
6,480
24.5%
24,299,940
47
%
est. val.
8,345
6,480
22.4%
25,783,578
Brought to you by Global Reports
C O N S O L I DAT E D AC C O U N T S
CONSOLIDATED BALANCE SHEET
50
CONSOLIDATED INCOME STATEMENT
52
NOTES TO THE ACCOUNTS
54
CONSOLIDATED CASH FLOW
60
ANNEXE TO THE CONSOLIDATED ACCOUNTS
61
REPORT OF THE STATUTORY AUDITOR
70
CONSOLIDATED FIGURES OVER TEN YEARS
71
CONSOLIDATED ACCOUNTS 1997
49
Brought to you by Global Reports
C O N S O L I DAT E D B A L A N C E S H E E T
ASSETS (BF million)
1997
1996
1995
FIXED ASSETS
147,550
154,713
140,543
Goodwill (NOTE 1)
Group share
Third party interests
Tangible fixed assets
Financial fixed assets
Companies included under equity method
Investments (NOTE 2)
Amounts receivable
Other companies
Investments (NOTE 3)
Amounts receivable
10,791
6,205
4,586
54
136,705
76,274
76,274
0
60,431
59,823
608
25,995
6,785
19,210
58
128,660
94,092
94,092
0
34,568
33,782
786
13,313
7,632
5,681
27
127,203
114,124
109,778
4,346
13,079
12,597
482
CURRENT ASSETS
73,153
35,137
20,425
Amounts receivable after one year
Amounts receivable within one year
Trade debtors
Other amounts receivable
Current investments (NOTE 4)
Cash at the bank or on hand
Deferred charges and accrued income
2,920
5,280
38
5,242
63,789
343
821
3,135
3,312
9
3,303
28,016
101
573
3,384
4,215
17
4,198
12,064
143
619
220,703
189,850
160,968
TOTAL
CONSOLIDATED ACCOUNTS 1997
50
Brought to you by Global Reports
LIABILITIES AND SHAREHOLDERS’ EQUITY
(BF million)
1997
1996
1995
117,319
88,676
75,597
Capital
Share premium account
Reserves
Negative goodwill (NOTE 5)
Differences on translation (NOTE 5)
24,300
28,220
66,290
220
(1,711)
23,509
25,530
40,388
2,684
(3,435)
23,509
25,530
28,199
2,974
(4,615)
THIRD PARTY INTERESTS (NOTE 6)
80,170
77,049
58,578
947
758
201
CREDITORS
22,267
23,367
26,592
Amounts payable after one year (NOTE 8)
Financial debts
Amounts payable within one year
Current portion of amounts payable after one year
Financial debts
Trade debts
Taxes, remuneration and social security
Other amounts payable
Proposed dividend
Accrued charges and deferred income
11,472
11,472
10,268
660
3,729
30
169
577
5,103
527
12,885
12,885
9,828
209
4,387
16
155
359
4,702
654
8,157
8,157
17,802
3,689
9,094
12
96
319
4,592
633
220,703
189,850
160,968
CAPITAL AND RESERVES (NOTE 5)
PROVISIONS AND DEFERRED INCOME
TAXES (NOTE 7)
TOTAL
CONSOLIDATED ACCOUNTS 1997
51
Brought to you by Global Reports
C O N S O L I DAT E D I N C O M E S TAT E M E N T
CHARGES (BF million)
1997
1996
1995
Interest and similar charges
Other financial charges
Depreciation of goodwill on consolidation (NOTE 9)
Group share
Third party interests
Services and other goods
Remuneration, social security and pensions costs
Other operating charges
Depreciation
Amounts written off on
financial fixed assets (NOTE 10)
current assets
Provisions for liabilities and charges
Loss on disposal
of financial fixed assets
of current assets
Exceptional charges (NOTE 11)
Taxes
Group share of profits of companies included
under the equity methods - loss (NOTE 12-16)
Consolidated profit
Group share
Third party interests
1,171
2,586
1,010
620
390
313
226
20
26
834
690
144
25
76
1
75
127
199
1,035
891
1,545
771
774
352
180
10
11
260
201
59
27
418
95
323
932
35
1,031
439
972
558
414
254
138
12
15
202
195
7
4
105
15
90
62
104
1,423
39,409
31,726
7,683
68
31,565
16,891
14,674
0
11,810
6,602
5,208
TOTAL
47,445
37,329
15,148
CONSOLIDATED ACCOUNTS 1997
52
Brought to you by Global Reports
INCOME (BF million)
1997
1996
1995
Income from financial fixed assets
Dividends (NOTE 13)
Interest
Income from current assets
Other financial income
Income from services rendered
Other operating income
Reinstatement of amounts written off on
financial fixed assets
current assets
Release of provisions for liabilities and charges
Gains on disposal
of intangible and tangible fixed assets
of financial fixed assets (NOTE 14)
of current assets
Exceptional income
Adjustement of income taxes and release of tax provisions
Group share of profits of companies included under
the equity method - Profits (NOTE 15 - 16)
1,902
1,651
251
2,029
2,967
74
81
202
153
49
12
22,621
1
22,187
433
149
0
867
666
201
1,144
1,166
14
189
204
203
1
11
20,461
0
19,735
726
235
1
807
489
318
964
465
15
119
14
8
6
4
1,106
11
780
315
63
14
17,408
13,037
11,577
TOTAL
47,445
37,329
15,148
39,409
31,726
7,683
(7,683)
(26,623)
(5,103)
31,565
16,891
14,674
(14,674)
(12,189)
(4,702)
11,810
6,602
5,208
(5,208)
(2,010)
(4,592)
APPROPRIATION OF PROFITS (BF million)
Profit for the year:
- group share
- third party interests
Third party interests
Carried to reserves
Dividends
CONSOLIDATED ACCOUNTS 1997
53
Brought to you by Global Reports
NOTES TO THE ACCOUNTS
(in BF million)
The consolidated accounts have been prepared on the basis of the balance sheet, after appropriation, of
parent company, Groupe Bruxelles Lambert S.A. and on the balance sheets of its subsidiaries, before
appropriation. The accounting period covers the 12 months ended 31 December 1997. The balance sheets
of the Group companies expressed in foreign currencies have been converted at exchange rates applicable on the
last day of the financial year. Income statements have been converted using average rates for the year.
1997
US dollar
Dutch Guilder
French Franc
Pounds Sterling
Canadian Dollar
1.
36.92
18.30
6.17
61.14
25.76
Year end rate
1996
1995
32.01
18.36
6.11
54.39
23.36
29.45
18.35
6.01
45.68
21.61
1997
35.78
18.33
6.13
58.59
25.85
Average rate
1996
1995
30.96
18.37
6.05
48.35
22.70
29.51
18.37
5.91
46.56
21.50
GOODWILL
Group share: 6,205 (6,785)
PetroFina
Royale Belge
Monument
Imétal
Transcor
CLT-UFA
1997
3,389
1,802
512
502
−
−
6,205
1996
3,835
1,984
574
377
15
−
6,785
1995
3,828
2,200
238
−
16
1,350
7,632
1997
4,042
544
−
4,586
1996
4,540
623
14,047
19,210
1995
5,137
286
258
5,681
Third party interests: 4,586 (19,210)
PetroFina
Monument
CLT-UFA
2.
INVESTMENTS IN COMPANIES INCLUDED UNDER EQUITY METHOD: 76,274
(94,092)
1997
35,329
10,795
9,422
9,362
5,070
2,466
1,444
−
−
2,386
76,274
PetroFina
Royale Belge
CLT-UFA
Imétal *
Group Cometra
Monument
Bernheim-Comofi
Tractebel
BBL
Miscellaneous
* Parfinance in 1995
CONSOLIDATED ACCOUNTS 1997
54
Brought to you by Global Reports
1996
32,523
8,781
22,487
8,072
4,881
1,823
1,432
−
11,446
2,647
94,092
1995
29,817
7,797
17,330
12,663
4,082
1,802
1,618
21,712
10,446
2,511
109,778
3.
INVESTMENTS: 59,823 (33,782)
1997
43,461
6,975
3,574
2,876
1,805
−
1,132
59,823
Suez Lyonnaise des Eaux
Havas
Fibelpar
Paribas
AXA-UAP
Canal+
Miscellaneous
4.
1995
−
7,584
3,574
−
−
−
1,439
12,597
1996
689
13,337
12,473
1,517
28,016
1995
422
5,856
5,786
−
12,064
CURRENT INVESTMENTS: 63,789 (28,016)
1997
30,058
17,713
15,355
663
63,789
Shares
Bank deposits
Fixed income securities
Sundry
5.
1996
12,879
7,169
3,574
3,622
2,161
2,807
1,570
33,782
CAPITAL AND RESERVES: 117,319 (88,676)
At 31 December 1996
Movements during the year:
Variation in capital reserves
Variation in consolidated reserves
Goodwill
Differences on translation
Profit of the year
Proposed dividends
At 31 December 1997
88,676
3,481
(721)
(2,464)
1,724
31,726
(5,103)
117,319
The movement in consolidated reserves reflects the adaptation by PetroFina of its accounts to US
GAAP standards.
Goodwill was BF 220 million at 31 December 1997, compared to BF 2,684 at
31 December 1996. This variation can be analysed as follows:
1997
−
−
220
220
BBL
Tractebel
Miscellaneous
CONSOLIDATED ACCOUNTS 1997
55
Brought to you by Global Reports
1996
2,440
−
244
2,684
1995
2,415
319
240
2,974
Difference on translation amounted to BF (1,711) million at 31 December 1997, against
BF (3,435) million at 31 December 1996. These figures can be analysed as follows:
1997
506
35
69
(2,355)
(48)
−
−
82
(1,711)
Imétal
Electrafina - North American holdings
Monument
PetroFina
Royale Belge
BBL
Tractebel
Miscellaneous
6.
1997
67,662
12,508
80,170
1996
63,492
13,557
77,049
1995
42,563
16,015
58,578
1996
149
43
566
758
1995
109
0
93
202
PROVISIONS AND DEFERRED TAXES: 947 (758)
1997
239
0
708
947
Pensions and similar obligations
Taxes
Other liabilities and charges
8.
1995
(338)
(442)
(193)
(3,182)
(92)
(26)
(279)
(63)
(4,615)
THIRD PARTY INTERESTS: 80,170 (77,049)
Electrafina
Audiofina
7.
1996
(73)
(293)
(66)
(2,898)
(72)
(29)
−
(4)
(3,435)
AMOUNTS PAYABLE AFTER ONE YEAR: 11,472 (12,885)
These can be broken down as follows:
Non-subordinated
debentures
Loan stock redeemable in
shares
Other debentures
1999
2000
2001
2002
2003
After
Total
510
10
4,998
10
10
35
5,573
5,799
100
−
−
−
−
−
−
−
−
−
−
5,799
100
6,409
10
4,998
10
10
35
11,472
CONSOLIDATED ACCOUNTS 1997
56
Brought to you by Global Reports
9.
DEPRECIATION OF GOODWILL ON CONSOLIDATION:
Group share: 620 (771)
PetroFina
Royale Belge
Imétal
CLT-UFA
Miscellaneous
1997
291
186
81
−
62
620
1996
293
186
47
208
37
771
1995
274
192
−
74
18
558
1997
352
−
38
390
1996
359
375
40
774
1995
375
18
21
414
Third party interests: 390 (774)
PetroFina
CLT-UFA
Miscellaneous
10.
AMOUNTS WRITTEN OFF ON FINANCIAL FIXED ASSETS: 690 (201)
Havas − Canal+
Réseaux Câblés de France
Paribas
Miscellaneous
11.
1997
1996
1995
36
−
91
127
381
300
251
932
27
−
35
62
1997
1,423
−
1,423
1996
−
68
68
1995
−
−
−
1997
915
240
206
108
40
142
1,651
1996
−
169
206
149
48
94
666
1995
−
166
206
−
−
117
489
DIVIDENDS: 1,651 (666)
Suez Lyonnaise des Eaux
Havas
Fibelpar
Paribas
AXA-UAP
Miscellaneous
CONSOLIDATED ACCOUNTS 1997
57
Brought to you by Global Reports
1995
−
144
−
51
195
GROUP SHARE OF PROFITS OF COMPANIES INCLUDED UNDER THE EQUITY
METHODS - LOSS: 1,423 (68)
CLT-UFA
Miscellaneous
13.
1996
−
22
108
71
201
EXCEPTIONAL CHARGES: 127 (932)
Costs associated with capital increase and assimilated
operations (public offer of exchange, public offer to
buy-back its own shares and debentures)
Parfinance’s provisions
Miscellaneous
12.
1997
456
121
−
113
690
14.
GAINS ON FINANCIAL FIXED ASSETS: 22,187 (19,735)
BBL
CLT-UFA
GIB
Bonds redeemable in shares Audiofina
AXA-UAP
Tractebel
CarnaudMetalbox
M6
Miscellaneous
15.
1997
13,851
6,895
804
439
67
−
−
−
131
22,187
1996
−
−
−
−
−
19,094
421
93
127
19,735
1995
−
−
−
−
−
95
−
489
196
780
GROUP SHARE OF PROFITS OF RELATED COMPANIES: 17,408 (13,037)
1997
6,438
4,997
2,750
1,462
827
294
133
−
−
507
17,408
Electrafina - North American holdings
PetroFina
Royale Belge
BBL
Imétal *
Monument
Bernheim-Comofi
Tractebel
CLT-UFA
Miscellaneous
1996
434
3,608
1,601
1,276
786
153
−
1,570
3,243
366
13,037
1995
274
2,597
890
1,109
620
133
165
2,366
3,208
215
11,577
* Parfinance in 1995
16.
SUMMARY OF BALANCE SHEET AND INCOME STATEMENT OF OPERATIONAL
SUBSIDIARIES *
(consolidated data in millions of currency units)
1997
1996
1995
Fixed assets
Current assets
Total assets
43,948
67,019
110,967
32,306
52,524
84,830
31,101
45,465
76,566
Shareholders’ equity (before appropriation)
Third party interests
Bonds redeemable in shares
Provisions
Debts
Total liabilities
19,187
3,267
18
8,253
80,242
110,967
23,472
7,183
18
6,878
47,279
84,830
18,021
6,245
3,319
6,526
42,455
76,566
CLT-UFA (LUF)
CONSOLIDATED ACCOUNTS 1997
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Operating revenues
Operating costs
Operating result
Financial results and miscellaneous
Exceptional results
Taxes
Results for the year
Group share
Third party interests
121,592
(117,504)
4,088
(4,421)
1,415
(3,492)
(2,410)
(2,882)
472
103,026
(102,522)
504
(2,196)
7,609
(1,469)
4,448
3,372
1,076
1997
1996
1995
Fixed assets
Current assets
Total assets
84.8
122.5
207.3
213.1
50.5
263.6
201.1
28.3
229.4
Shareholders’ equity
Long-term debt
Current liabilities
Total liabilities
152.1
10.6
44.6
207.3
151.0
21.0
91.6
263.6
137.2
23.0
69.2
229.4
COMETRA GROUP (USD)
Operating results
Financial results and other
Exceptional results
Taxes
Results for the year (group share)
(26.9)
0.8
327.8
(106.3)
195.4
10.8
(4.2)
14.1
(6.7)
14.0
11.7
(1.9)
(0.2)
(0.5)
9.1
1997
1996
1995
Fixed assets
Current assets
Total assets
872
2,202
3,074
900
2,206
3,106
1,132
2,115
3,247
Shareholders’ equity
Provisions for liabilities and charges
Amounts payable beyond one year
Other debt
Total liabilities
1,537
104
79
1,354
3,074
1,463
86
193
1,364
3,106
1,380
102
307
1,458
3,247
GROUPE JEAN DUPUIS (BF)
Operating results
Financial results
Taxes
Results for the year (group share)
255
14
(67)
202
* the complete version of the financial statements are available at the registered office of GBL
CONSOLIDATED ACCOUNTS 1997
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100,407
(94,493)
5,914
(884)
1,678
(1,946)
4,762
3,335
1,427
163
28
(49)
142
111
21
(16)
116
CONSOLIDATED CASH FLOW
(in BF million)
Comments on the main variations are described in the economic summary and the annexes to the consolidated accounts
1997
1996
1995
Net profit - group share
Net profit - third party interests
Depreciation and amounts written off
Movement in provision for liabilities and charges (charged or written back)
31,726
7,683
1,668
189
16,891
14,674
1,612
557
6,602
5,208
1,175
(87)
Gross cash flow
41,266
33,734
12,898
CASH FLOW FROM OPERATIONS
Movement in current assets
Amounts receivable within one year
Prepayments and adjustments
Sub-total
1,968
248
2,216
Movement in current liabilities
Amounts payable within one year
Accruals and adjustments
Sub-total
1,098
(127)
971
Increase (reduction) in cash flow from operations
40,021
(903)
(46)
(949)
(139)
57
(82)
(3,267)
21
(3,246)
1,346
(34)
1,312
31,437
14,292
INVESTMENTS
Net movement in tangible fixed assets
Net movement in financial fixed assets
Net movement in amounts receivable beyond one year
(22)
(8,582)
215
(42)
(1,455)
249
238
(12,276)
(2,015)
Increase (decrease) in capital cash flow
(8,389)
(1,248)
(14,053)
Movement in goodwill
14,194
(14,227)
(593)
FUNDING OPERATIONS
Increase (decrease) in share capital and share premiums
Other movements in shareholders’ equity
Movement in third party interests
Net movement in other liabilities
Proposed dividend
3,481
(1,461)
(4,562)
(2,071)
(5,103)
0
890
3,797
21
(4,702)
0
(597)
3,743
2,005
(4,592)
Increase (decrease) in funding
(9,716)
6
559
Movement in cash on hand
36,110
15,968
205
Liquid funds at end of financial year
Liquid funds at start of financial year
64,227
28,117
28,175
12,207
12,208
12,003
Net increase in liquid funds
36,110
15,968
205
CONSOLIDATED ACCOUNTS 1997
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A N N E X E T O T H E C O N S O L I DAT E D AC C O U N T S
(BF million)
I.
PERIMETER AND METHODS OF CONSOLIDATION
A full consolidation approach is used for those subsidiaries over which the Group exercises either effective or legal
control. Under this method each item of assets, liabilities, income and expenses is incorporated into the consolidated
accounts.
The proportional basis is applied to those companies in which the Group exercise control jointly with another group.
In this case only that part of the balance sheets and income statements attributable to the Group is included in the
consolidated accounts. No third party interests are shown.
Consolidation on an equity basis is used for related companies in which the group can exercise significant influence.
Operating companies are treated as related in order to give a better reflection in the consolidated accounts of the
financial holding activities of the group, the balance between the various businesses, and the results of exercising its
profession. More detailed information on the consolidated accounts of non-consolidated subsidiaries is given in the
annexe.
Consolidation excludes the financial situation and consolidated results of those subsidiaries which are considered to
have an immaterial effect on the appreciation of net worth. This includes subsidiaries in which the group share in
shareholders’ equity is less than ECU 5 million where the total of these subsidiaries represents less than 5% of the
Group’s investment portfolio and consolidated profits.
II.
ACCOUNTING POLICIES
FORMATION COSTS
In principle these are written off in the year in which they are incurred.
GOODWILL
Goodwill arising on the consolidation of a subsidiary on a full or a proportional basis is apportioned to balance sheet
elements whose book value is below market value. Gains on disposals of investments between fully consolidated
subsidiaries and those consolidated on an equity basis are eliminated pro-rata to the holding in the latter and are
netted off against goodwill arising on their consolidation.
Goodwill arising on companies accounted for on an equity basis is written off over a period determined by the nature
and duration of the investment. The 20 years period adopted here conforms with Belgian practice for similar
investment company structures. However, where goodwill on a particular investment is small, it may be written off in
a single year.
The Group share of goodwill and capital reserves arising on consolidation of the same subsidiary is netted off.
FINANCIAL FIXED ASSETS
1. Investments
These are accounted for at cost, which may be adjusted to reflect changes in value as necessary, excluding related
expenses which are written off.
At the end of each year a review is made of the value of each investment so as to reflect as far as possible its status,
profitability and prospects.
For unquoted companies this valuation is based on estimated worth, i.e. net asset value adjusted for unrealised
profits or losses determined on a prudent basis. For quoted companies the valuation is based on their respective
share price at the year end. The Board of Directors may however select some other commonly used basis of
valuation or a combination of methods including net worth.
Provision is made against any reduction in the value of an investment which is of a permanent nature. If
subsquently the estimated value exceeds the written down value, and this increase in value is of a permanent
nature, the provision is written back.
Unrealised gains are not included in the accounts.
The basis of valuation adopted for each investment is applied on a consistent basis unless this is prevented by a
change in circumstances.
CONSOLIDATED ACCOUNTS 1997
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2. Receivables
These are stated at their nominal value or cost of acquisition. Provision is made to the extent that recovery is
considered doubful.
CASH AT THE BANK AND ON HAND
These investments are stated at the lower of cost and market value.
PROVISIONS FOR LIABILITIES AND CHARGES
The Board of Directors undertakes a thorough review each year of the provisions previously made or to be made to
cover liabilities and charges to which the company is subject. Full provision is made in respect of all liabilities and
charges applicable to the Group.
ASSETS, LIABILITIES, CHARGES AND INCOME EXPRESSED IN FOREIGN CURRENCIES
Asset and liabilities expressed in foreign currencies are translated into Belgian francs at the exchange rates ruling at
the year end.
Unrealised exchange differences arising from the application of the above policy are reported as part of the income or
expenses for the year. However, unrealised exchange gains and losses arising on the translation of the shareholders’
equity of consolidated companies are not recorded in the current year’s income statement but are reported as
movements on reserves under the heading ″difference on translation″.
Income and expenses are translated into Belgian francs at the average rate for the year. Gains or losses arising due to
differences between average rates and year end rates are carried to shareholders’ equity under the heading ″difference
on translation″.
III.
SUBSIDIARIES OR RELATED COMPANIES
(percentage on a non fully diluted basis at 31 December 1997)
GBL
0.3 %
48.4 %
ELECTRAFINA
51,5%
40.7 %
AUDIOFINA
PARFINANCE
50.0%
22.7 %
PETROFINA
54.4 %
CLT-UFA
HOLDING
IMETAL
25.1 %
ROYALEVENDOME
51.2 %
ROYALE BELGE
12.4 %
BBL
12.4 %
98.0%
100%
25.6 %
COMETRA
GROUP
20.4 %
CLT-UFA
MONUMENT
OIL AND GAS
BERNHEIMCOMOFI
40.5 %
GROUPE JEAN
DUPUIS
50.0 %
TRANSCOR
BELGIAN SKY
SHOPS DISTRIPAR
FINANCIERE
GROUPE
DEWAAY
Fully consolidated
Related companies
Consolidated on a proportional basis
CONSOLIDATED ACCOUNTS 1997
62
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47.6 %
38.0 %
49.0 %
IV.
FULLY CONSOLIDATED SUBSIDIARIES
Name and registered office
Share of capital held by
GBL and its subsidiaries
at 31 December (%)
GBL
Belgian Securities BV, Amsterdam
Brussels Securities, Brussels
GBL Coordination Center, Brussels
GBL Finance, Luxembourg
GBL Overseas Finance NV, Curaçao
Natural Resources Consultants, Brussels
Sagerpar, Brussels
Electrafina group
Cometra Oil & Gas BV, Amsterdam
Electrafina Holding BV, Amsterdam
Finance et Participations, Brussels
Interenergy Investment Corporation, Luxembourg
CLMM, Luxembourg
Audiofina group
Fratel A, Luxembourg
Audiomedia, Luxembourg
1997
1996
1995
100.0
100.0
100.0
100.0
100.0
100.0
100.0
48.4
100.0
100.0
100.0
100.0
−
51.8
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
47.9
100.0
100.0
100.0
100.0
60.0
68.2
95.9
−
100.0
100.0
100.0
100.0
100.0
100.0
100.0
45.4
100.0
100.0
100.0
100.0
60.0
51.6
95.9
−
PROPORTIONALLY CONSOLIDATED COMPANIES
Name and registered office
Share of capital held by
GBL and its subsidiaries
at 31 December (%)
Royale-Vendôme, Brussels
Parfinance, Paris
CLT-UFA Holding, Luxembourg
1997
1996
1995
25.1
40.7
50.0
25.1
41.0
−
25.1
−
−
SUBSIDIARIES EXCLUDED FROM THE CONSOLIDATION BECAUSE OF THEIR
INSIGNIFICANCE
Name and registered office
Share of capital held by
GBL and its subsidiaries
at 31 December (%)
Suprafin, Brussels
GBL Investments SA, Brussels
GBL Participations SA, Brussels
CONSOLIDATED ACCOUNTS 1997
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1997
1996
1995
−
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
V.
RELATED COMPANIES
Name and registered office
Share of capital held by
GBL and its subsidiaries
at 31 December (%)
Cometra group
American Cometra of Delaware, Fort Worth
Canadian Cometra, Calgary
Cometra Resources Inc., Fort Worth
Bank Brussels Lambert, Brussels
Distripar / Belgian Sky Shops, Brussels
Bernheim-Comofi, Brussels
CLT-UFA, Luxembourg
Financière Groupe Dewaay, Luxembourg
Groupe Jean Dupuis, Charleroi
Imétal, Paris
Monument Oil and Gas, London
Nimex Resources, London
Parfinance, Paris
PetroFina, Brussels
Royale Belge, Brussels
Tractebel, Brussels
Transcor, Brussels
1997
1996
1995
100.0
100.0
100.0
100.0
*
38.0
40.5
49.0
49.0
50.0
22.1
25.6
−
−
22.7
12.9
−
47.6
100.0
100.0
100.0
100.0
12.4
38.0
40.5
97.1
49.0
50.0
21.5
25.7
−
−
22.8
12.9
−
47.6
100.0
100.0
100.0
100.0
12.4
38.0
40.5
96.8
49.0
50.0
−
−
66.7
27.0
22.8
13.0
20.5
47.6
* Disposed of in December 1997
VI.
PRINCIPAL (*) OTHER COMPANIES IN WHICH CONSOLIDATED COMPANIES
HAVE INTERESTS OF AT LEAST 10%
Name and registered office
Share of capital held by
GBL and its subsidiaries
at 31 December (%)
Artemis, Luxembourg
Belfin, Brussels
Deceuninck, Roulers
Fibelpar, Loverval
Gillam, Liège
LBFC (in liquidation), Delaware
1997
1996
1995
11.7
15.7
11.3
19.3
46.5
57.0
11.7
15.7
11.8
19.3
46.5
57.0
11.7
15.7
12.3
19.3
46.5
57.0
* The list of other companies in which consolidated companies have interests of at least 10% is available at the registered office of GBL and
will also be deposited with the National Bank of Belgium along with the annual accounts
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VII.
STATE OF TANGIBLE FIXED ASSETS
Land and
buildings
Furniture
and
vehicles
Other
tangible
fixed
assets
Total
a) Acquisition value
Closing balance last year
6
117
18
141
Changes during the year
ß Acquisitions
ß Disposals and write-backs
Total changes
0
0
0
19
(16)
3
0
0
0
\9
(16)
3
Closing balance this year
6
120
18
144
Closing balance last year
1
75
7
83
Changes during the year
ß Charged
ß Disposals and write-backs
Total changes
0
0
0
21
(16)
5
2
0
2
23
(16)
7
Closing balance this year
1
80
9
90
5
40
9
54
b) Depreciation and amounts written off
c) Net book value at the end of this year (a - b)
VIII.
STATEMENT OF FINANCIAL FIXED ASSETS
1. Subsidiaries included under equity method
a)
INVESTMENTS
Closing balance last year
94,092
Changes during the year
ß Acquisitions - capital increase
ß Disposals - repayments of capital
ß Changes in consolidation perimeter
ß Profit generated
ß Dividends received
ß Differences on translation
ß Other movements
Total changes
2,105
(32,789)
(221)
15,985
(4,495)
3,043
(1,446)
(17,818)
Closing balance this year
76,274
CONSOLIDATED ACCOUNTS 1997
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2. Other companies
a)
INVESTMENTS
a. Acquisition value
Closing balance last year
34,025
Changes during the year
ß Acquisitions
ß Disposals
ß Transfers
Total changes
30,743
(1,293)
(2,807)
26,643
Closing balance this year
60,668
b. Amounts written off
Closing balance last year
243
Changes during the year
ß Charged
ß Provisions made
Total changes
153
449
602
Closing balance this year
845
c. Net book value at the end of this year (a - b)
b)
59,823
AMOUNTS RECEIVABLE
a. Acquisition value
Closing balance last year
786
Changes during the year
ß Changes in consolidation perimeter
ß Repayments
ß Differences on translation
Total changes
117
(296)
1
(178)
Closing balance this year
608
b. Depreciation and amounts written off
Closing balance last year
0
Changes during the year
ß Provisions made
Total changes
1
1
Closing balance this year
1
c. Net book value at the end of this year (a - b)
CONSOLIDATED ACCOUNTS 1997
66
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607
IX.
CHANGES IN SHAREHOLDERS’ EQUITY
Capital
Closing balance last year
Reserves
Goodwill
Differences
on translation
Total
23,509 25,530 40,388
2,684
(3,435)
88,676
0
0
1,724
0
0
0
3,481
(721)
1,724
(2,464)
31,726
(5,103)
Changes during the year
ß Capital reserves
ß Consolidated reserves
ß Differences on translation
ß Goodwill
ß Profit for the year
ß Profit distribution
791
0
0
0
0
0
Closing balance this year
X.
Share
premiums
2,690
0
0
0
(721)
0
0
0
0
0
0 (2,464)
0 31,726
0
0 (5,103)
0
24,300 28,220 66,290
(1,711)
117,319
STATEMENT OF GOODWILL ARISING ON CONSOLIDATION
Closing balance last year:
ß Gross
ß Amortisation
Net book value at the end of last year
Changes during the year
ß Increases in percentage holding
ß Reductions in percentage holding (gross)
ß Reductions in percentage holding (amortisation)
ß Amortisation
ß Changes in consolidation perimeter
ß Other movements
Total changes
Closing balance this year:
ß Gross
ß Amortisation
Net book value at the end of this year
XI.
Positive goodwill
Negative goodwill
33,697
(7,702)
25,995
2,686
115
(15,066)
819
(1,010)
(22)
(40)
(15,204)
0
(2,466)
0
0
0
0
(2,466)
18,684
(7,893)
10,791
220
STATEMENT OF DEBTS ORIGINALLY PAYABLE AFTER ONE YEAR
Non-subordinated loan stock
Bonds redeemable in shares
Financial institutions
Other loan stock
Total
Maturing
within
one year
More than
one but less than
five years
More than
five years
to run
Total
payable beyond
one year
Overall
total
10
0
200
450
660
5,538
5,799
0
100
11,437
35
0
0
0
35
5,573
5,799
0
100
11,472
5,583
5,799
200
550
12,132
CONSOLIDATED ACCOUNTS 1997
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220
XII.
XIII.
AVERAGE NUMBER OF EMPLOYEES OF CONSOLIDATED COMPANIES:
− FULLY CONSOLIDATED:
− PROPORTIONALLY CONSOLIDATED:
45
7
RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET
1997
ß Guarantees given by third parties on behalf of the group
ß Guarantees given on behalf of third parties
Loans granted by Belgian Securities
Other
ß Guarantees received
ß Guarantees in connection with the issue of bearer
certificates
ß Investment or divestment commitments
Investments commitments
Divestment commitments
ß Futures market - currencies
ß Put and call options granted
ß Forward rate ageements made
ß Swap options outstanding
ß Interest swap concluded
ß Floor options granted
ß Interest swap assets
ß Miscellaneous
1996
13
1,685
1,680
5
13
2,017
2,013
4
3,149
2,865
635
1,095
813
7,500
0
1,095
7,249
251
1,108
9,670
4,951
0
24,021
5,000
15,542
4,236
5,163
17,877
0
6,064
25,796
5,000
0
2,640
Financial instruments utilised
Derivative financial instruments are used by the GBL group, within strict limits, to improve treasury profitability.
Such transactions are recorded in the commitment accounts at their notional value, which does not reflect the
risk of on-going transactions. This risk is a small percentage of the notional value. The total of transactions
maturing during 1997 was largely profitable, contributing to a significant improvement in the profitability of
treasury operations.
Summary of accounting policies applicable to derivative products
Forward currency contracts, other than those intended to cover specific transactions, are valued on the basis of
the year end exchange rate and a provision for liabilities and charges is made to cover any latent losses arising.
In respect of forward purchases of loan stock, a provision is made for the negative difference between the forward
rate of the securities at the end of the financial year and their forward purchase price. In respect of loan stock
sold forward and not covered by identical stock, a provision for liabilities and charges is also made to cover the
negative difference between the forward selling price and the price quoted on the stock market at the end of the
financial year.
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Put and call options acquired are revalued on the basis of their rate at the end of the financial year. Any reduction
in value is charged against profits, being the negative difference between the closing price and purchase price.
Put and call options granted are analysed in the same way; negative differences between the selling price and
purchase price give rise to a provision for liabilities and charges of the appropriate amount.
Calculations of the market value of swap contracts agreed may indicate the existence of latent losses on certain
contracts. Except where such contracts are to cover specific transactions, latent losses give rise to a provision for
liabilities and charges.
XIV. RELATIONS WITH AFFILIATED COMPANIES AND COMPANIES LINKED BY PARTICIPING
INTERESTS
Investments
ß shareholdings
ß receivables
Amounts receivable
ß beyond one year
ß within one year
Amounts payable
ß within one year
Real or personal guarantees given or irrevocably promised for the
security of the liabilities or commitments of subsidiaries
Financial results
ß income from investments
ß income from current assets
ß interest charges
XV.
Companies linked
by participating
interests
4,062
423
50,576
15
600
2,294
525
1,680
208
149
12
TOTAL AMOUNT OF REMUNERATION AND RETIRMENT BENEFITS AWARDED TO
DIRECTORS
Total amount of remuneration awarded in respect of the financial year to
directors of the parent company in respect of their functions in the parent
company, and its subsidiairies and related companies:
Exceptional pension provision:
130.8
98.8
CONSOLIDATED ACCOUNTS 1997
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Affiliated
companies
R E P O RT O F T H E S TAT U T O RY AU D I T O R
REPORT OF THE STATUTORY AUDITOR TO THE SHAREHOLDERS’ ANNUAL
GENERAL MEETING ON THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEAR
ENDED DECEMBER 31, 1997
To the shareholders,
In accordance with the legal and statutory requirements, we report on the audit assignment which you have
entrusted to us.
We have examined the consolidated annual accounts for the year ended December 31, 1997, which were
prepared under the responsibility of the Board of Directors and which show a balance sheet total of
BF 220,703 million and an income statement resulting in a profit, for the year of BF 31,726 million (Group’s
share). In addition, we have performed specific procedures with respect to the Directors’ report.
Unqualified audit opinion on the financial statements
Our examination has been conducted in accordance with the auditing standards of the «Institut des Reviseurs
d’Entreprises / Instituut der Bedrijfsrevisoren». Those standards require that we plan and perform the audit to
obtain reasonable assurance as to whether the consolidated annual accounts are free of material misstatement
and are in compliance with the Belgian legal and regulatory requirements.
In accordance with these standards we have taken into account the administrative and accounting organization of
your company as well as internal control procedures. The responsible officers of the company have clearly
replied to all our requests for information and explanations. We have examined, on a test basis, evidence
supporting the amounts included in the consolidated financial statements. We have assessed the accounting
policies used, the significant estimates made by the company and the overall presentation of the consolidated
annual accounts. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated annual accounts present fairly the financial position of the company as of
December 31, 1997, and the results of its operations for the year then ended taking into account the legal and
regulatory requirements, and the supplementary information given in the notes is adequate.
Additional certification
- The directors’ report includes the information required by the law and is in accordance with the consolidated
financial statements.
Brussels, 6 May 1998
The statutory auditor
DELOITTE & TOUCHE
Reviseurs d’Entreprises scc
Represented by Claude Pourbaix
CONSOLIDATED ACCOUNTS 1997
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C O N S O L I DAT E D F I G U R E S OV E R T E N Y E A R S
1989
1988
Fixed assets
Current assets
147,550 154,713 140,543 129,086 117,471 109,400 102,078 116,333 118,455
73,153 35,137 20,425 18,288 16,350 28,101 33,571 14,358 22,060
87,955
22,793
Total assets
220,703 189,850 160,968 147,374 133,821 137,501 135,649 130,691 140,515 110,748
BALANCE SHEET
1997
Shareholders’ equity
117,319
Third party interests
80,170
Provisions for liabilities and charges
947
Long-term debt
11,472
Short-term debt
10,795
Total liabilities
1996
88,676
77,049
758
12,885
10,482
1995
75,597
58,578
201
8,157
18,435
1994
74,184
49,627
288
11,929
11,346
1993
71,370
44,110
450
7,864
10,027
1992
68,336
41,679
452
8,915
18,119
1991
64,573
42,696
520
20,017
7,843
1990
56,206
39,524
213
21,581
13,167
54,238
44,625
342
24,233
17,077
41,177
25,402
356
27,263
16,550
220,703 189,850 160,968 147,374 133,821 137,501 135,649 130,691 140,515 110,748
INCOME STATEMENT
Profits of companies accounted for
on an equity basis
Financial revenues
Amounts written back and profits
on disposal
Exceptionnal income
Tax regularisation
15,985
7,053
12,969
3,380
11,577
2,370
9,586
2,242
8,378
2,725
6,468
3,898
7,272
3,892
10,252
3,402
10,745
4,570
1,925
7,634
22,835
149
0
20,676
235
1
1,124
63
14
2,860
91
0
1,504
107
104
2,051
1
2
4,841
123
2
5,426
38
5
4,098
416
17
3,733
124
159
Total revenues
46,022 37,261 15,148 14,779 12,818 12,420 16,130 19,123 19,846
13,575
Financial costs
Operating costs
Depreciation, provisions and
amounts written off
Exceptional charges
Taxes
Amortisation of goodwill
Profit of the year
- group share
- third party interests
Total costs
3,757
585
1,926
553
1,470
419
1,238
470
1,445
495
1,840
563
1,888
796
2,783
723
3,537
1,923
3,805
2,267
935
127
199
1,010
705
932
35
1,545
311
62
104
972
166
479
77
1,048
2
185
97
875
349
22
97
876
1.389
688
136
849
1.959
3,134
92
880
1.239
12,262
54
1,517
610
110
138
340
31,726
7,683
16,891
14,674
6,602
5,208
6,633
4,668
6,382
3,337
6,335
2,338
7,023
3,361
5,689
3,863
4,259
(4,945)
5,850
455
46,022 37,261 15,148 14,779 12,818 12,420 16,130 19,123 19,846
13,575
PROFIT PER SHARE
Total
1,327
718
281
282
281
278
322
274
216
333
Operating
320
330
283
265
259
222
217
N.D.
N.D.
N.D.
GROSS DIVIDENDS
Per share
210.00 200.00 195.33 195.29 195.29 190.00 190.00 186.67 182.00
173.33
COUPON N°
37
36
35
33
32
30
29
28
27
25
NUMBER OF SHARES IN ISSUE 24,299,940 23,508,759 23,508,607 23,508,600 22,750,218 22,749,564 22,748,963 20,758,091 20,757,001 17,576,278
NUMBER OF WARRANTS IN ISSUE 1,483,638 2,274,819 2,274,971 2,274,978
0 2,696,155 2,696,756 4,795,533 4,796,623 4,799,442
WEIGHTED AVERAGE
NUMBER OF SHARES
23,903,200 23,508,679 23,508,600 23,508,580 22,749,992 22,749,214 21,809,946 20,757,139 19,702,105 17,576,278
CONSOLIDATED ACCOUNTS 1997
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ANNUAL ACCOUNTS
NOTE ON THE IMPORTANCE OF CONSOLIDATED ACCOUNTS RELATIVE TO
ANNUAL ACCOUNTS
74
NOTE RELATING TO THE ANNUAL ACCOUNTS
75
BALANCE SHEET
76
INCOME STATEMENT
78
APPROPRIATION OF PROFIT
79
DISTRIBUTION
80
STATEMENT OF AMOUNTS PAYABLE
80
ACCOUNTING PRINCIPLES
81
The abbreviated version of the annexe to the annual accounts of Groupe Bruxelles Lambert S.A. is presented hereafter.
In accordance with legal requirements, the annual accounts, management report and auditor’s report have been deposited with
the Banque Nationale de Belgique (Belgian National Bank).
In conformity with the law of 22 December 1995 relating to measures aimed at putting in place a multi-annual employment plan
and the Royal Decree of 4 August 1996 implementing of this law, companies are required to prepare and publish a ″social report″
relating employment developments within the company, the effort devoted to training and the effects within the company of
various employment-boosting measures. This social report is an integral part of the company’s annual accounts and has also been
deposited with the Banque Nationale de Belgique (Belgian National Bank).
These documents are available on request from:
GROUPE BRUXELLES LAMBERT S.A.
Administrative secretary
Avenue Marnix 24
B-1000 Brussels (Belgium)
The statutory annual accounts of GROUPE BRUXELLES LAMBERT S.A. were approved without reservation in the auditor’s
report.
ANNUAL ACCOUNTS 1997
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N O T E O N T H E I M P O RTA N C E O F C O N S O L I DAT E D
AC C O U N T S R E L AT I V E T O A N N UA L AC C O U N T S
In GBL’s annual accounts, the balance sheet gives a snapshot of all the assets and liabilities at
31 December, while the annual income statement relates the impact of the various transactions entered
into by GBL during the year.
Included among GBL’s assets are those shareholdings it owns directly, which are:
- operating companies in which GBL holds direct stakes: Bernheim-Comofi, Groupe Jean Dupuis and
Transcor;
- intermediate holding companies: Electrafina, Audiofina, Parfinance and Royale-Vendôme;
- fully-owned subsidiaries which form the restricted consolidation group and include Brussels Securities,
Natural Resources Consultants, GBL Coordination Center, Sagerpar and GBL Finance.
The group’s other main operating companies are held through the intermediate holding companies:
- CLT-UFA through Electrafina and Audiofina;
- Royale Belge through Royale-Vendôme;
- Suez Lyonnaise des Eaux, PetroFina, Monument Oil and Gas and the Cometra group through Electrafina;
- Imétal through Parfinance.
The income statement included in GBL’s annual accounts reports the revenues and costs relating to
financial transactions carried out in connection with its direct shareholdings. Portfolio income consists
mainly of dividends from the direct holdings referred to above.
Dividends from companies in which GBL does not hold a direct stake, such as CLT-UFA, PetroFina and
Imétal show up in the income statement of GBL’s annual accounts after a certain lapse of time as they are
first reported as dividends received by their parent companies.
In consolidated accounts, on the other hand, there is no time difference as, regardless of the existence of
intermediate holding companies, the results of the operating companies themselves, and not the dividends
received, are shown as part of the GBL result in the year in which they occur.
In the consolidated accounts, the concept of GBL as an entity is enlarged to include the group, which also
includes intermediate holding companies and fully consolidated subsidiaries included in the restricted
consolidation. The consolidated accounts thus reflect all third-party transactions effected by all the
companies making up the group. Internal transactions between companies within the group are eliminated
for the purposes of consolidation: these are mainly dividends paid within the group and profits arising on
transactions between group companies.
In conclusion, the balance sheet and income statement included in the annual accounts cannot be
analysed meaning fully without having first studied the balance sheet and income statement in the
consolidated accounts which analyse and detail all transactions carried out within the group during the
period in question.
ANNUAL ACCOUNTS 1997
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N O T E R E L AT I N G T O T H E A N N UA L AC C O U N T S
Total assets shown in the annual accounts of Groupe Bruxelles Lambert S.A. amounted to
BF 113.0 billion, compared to BF 93.8 billion the previous year, representing an increase of
BF 19.2 billion.
On the assets side, this increase can be explained in large part by an increase in the value of financial
fixed assets of BF 16.9 billion, with the disposal of BBL stock generating a profit of BF 15.6 billion and
also the reclassification in GBL of stock of 100% subsidiaries.
Current assets increased by BF 2.3 billion. This increase is mainly attributable to amounts receivable
upon the disposal of BBL stock and the dynamic management of short-term investments in shares.
On the liabilities side, amounts payable after more than one year and amounts payable within one year
were both almost unchanged from the previous year.
Net profit was BF 20.7 billion against BF 2.2 billion in 1996. The improved profit is largely attributable
to higher dividend income and to profits realised on the disposal of stock.
Dividends received amounted to BF 5.1 billion, against BF 3.2 billion the previous year. The increase in
dividend income is mostly due to profit distributions by fully-owned subsidiaries of BF 1 billion, in
addition to which Electrafina paid out BF 0.3 billion and Royale-Vendôme BF 0.2 billion.
Profits on disposal were BF 16.3 billion, including principally the profit of BF 15.6 billion earned on the
disposal of BBL.
ANNUAL ACCOUNTS 1997
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BALANCE SHEET
1997
1996
1995
FIXED ASSETS
109,873,451
92,985,347
92,788,810
III. Tangible fixed assets
C. Vehicles and movable property
IV. Financial investments
A. Related companies
1. Shareholdings
2. Amounts receivable
B. Other companies
1. Shareholdings
C. Other investments
1. Stocks and shares
2. Amounts receivable and cash guarantees
39,834
39,834
109,833,617
87,194,519
84,175,656
3,018,863
35,000
35,000
22,604,098
22,469,950
134,148
40,885
40,885
92,944,462
92,448,798
88,439,935
4,008,863
35,000
35,000
460,664
326,496
134,168
17,276
17,276
92,771,534
92,238,038
92,180,561
57,477
70,782
70,782
462,714
328,515
134,199
CURRENT ASSETS
3,140,602
795,114
548,707
VII. Receivables due within one year
A. Trade receivables
B. Other receivables
VIII. Short-term investments
IX. Cash on hand
X. Prepayments and adjustments
1,132,219
37,633
1,094,586
1,989,087
19,296
−
321,684
4,030
317,654
462,666
10,364
400
281,199
13,691
267,508
242,957
24,544
7
113,014,053
93,780,461
93,337,517
ASSETS
(BF thousand)
TOTAL
ANNUAL ACCOUNTS 1997
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1997
1996
1995
SHAREHOLDERS’ EQUITY
95,069,151
75,960,988
78,416,800
I.
24,299,940
24,299,940
28,220,518
6,384,880
2,429,994
1,004,095
1,004,095
2,750,791
200,000
36,163,813
23,508,759
23,508,759
25,530,503
6,305,762
2,350,876
1,004,095
1,004,095
2,750,791
200,000
20,615,964
23,508,607
23,508,607
25,529,986
6,305,746
2,350,860
1,004,095
1,004,095
2,750,791
200,000
23,072,461
PROVISIONS FOR LIABILITIES AND
CHARGES AND DEFERRED TAXES
260,032
175,712
128,551
VII. Provisions for liabilities and charges
A. Pensions and similar obligations
D. Other liabilities and charges
260,032
201,957
58,075
175,712
133,969
41,743
128,551
91,401
37,150
AMOUNTS PAYABLE
17,684,870
17,643,761
14,792,166
VIII. Amounts payable beyond one year
A. Financial liabilities
5. Other loans
IX. Amounts payable within one year
A. Portion of long-term debt falling due within
one year
B. Financial liabilities
2. Other loans
C. Trade payables
1. Suppliers
D. Taxes, salaries and social charges payable
1. Taxes
2. Salaries and social charges
F. Other amounts payable
X. Accrued charges and deferred income
5,604,950
5,604,950
5,604,950
11,785,133
5,604,950
5,604,950
5,604,950
11,765,790
5,604,950
5,604,950
5,604,950
8,844,514
−
6,562,000
6,562,000
7,412
7,412
26,396
21,534
4,862
5,189,325
294,787
−
6,844,500
6,844,500
11,046
11,046
25,668
21,313
4,355
4,884,576
273,021
2,925,000
1,171,500
1,171,500
3,283
3,283
30,908
23,596
7,312
4,713,823
342,702
113,014,053
93,780,461
93,337,517
LIABILITIES
II.
IV.
V.
(BF thousand)
Share capital
A. Share capital
Share premiums
Reserves
A. Legal reserve
B. Non-distributable reserves
2. Other
C. Tax-exempt reserves
D. Distributable reserves
Profit carried forward
TOTAL
ANNUAL ACCOUNTS 1997
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I N C O M E S TAT E M E N T
CHARGES
A.
B.
C.
D.
E.
F.
(BF thousand)
Interest charges
Other finance costs
Miscellaneous goods and services
Salaries, social charges and pensions
Miscellaneous operating costs
Depreciation and other amounts written off the
value of set-up and tangible and intangible fixed
assets
Amounts written off
1. long-term investments
2. current assets
Provisions for liabilities and charges
Losses on disposal
2. long-term investments
3. current assets
Exceptional charges
Taxes
Profit for the year
1997
1996
1995
695,669
162,527
209,410
28,981
6,686
678,883
114,593
212,583
38,685
571
822,004
71,691
202,843
57,022
1,458
8,267
75,330
−
75,330
(697)
34,363
−
34,363
107,310
−
20,729,472
2,095
14,568
−
14,568
21,363
497,534
454,840
42,694
257,840
1
2,245,269
8,087
18,044
18,044
−
(447)
10,775
10,775
−
26
10,471
6,148,759
TOTAL
22,057,318
4,083,985
7,350,733
O.
20,729,472
2,245,269
6,148,759
G.
H.
I.
J.
L.
M.
Profit for the year to be appropriated
ANNUAL ACCOUNTS 1997
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INCOME
A.
B.
C.
D.
E.
G.
H.
I.
J.
L.
(BF thousand)
Income from financial fixed assets
1. dividends
2. interest
Income from current assets
Other operating income
Income from services provided
Other operating income
Reinstatement of amounts written off on
1. financial fixed assets
2. current assets
Release of provisions for liabilities and charges
Gains on disposal
1. tangible and intangible fixed assets
2. financial fixed assets
3. current assets
Exceptional income
Adjustement of income taxes and release of tax
provisions
TOTAL
1997
1996
1995
5,267,247
5,075,732
191,515
34,642
148,041
65,901
105,280
124,544
109,976
14,568
4
16,267,104
500
16,059,324
207,280
44,555
3,336,921
3,232,900
104,021
22,853
34,304
4,870
200,470
51,241
51,241
−
484
198,067
5
137,591
60,471
234,025
5,370,036
5,303,840
66,196
62,571
1,325
8,498
134,278
−
−
−
4,438
1,742,467
320
1,741,042
1,105
25,828
−
750
1,292
22,057,318
4,083,985
7,350,733
1997
1996
1995
41,345,436
25,317,730
27,664,442
20,729,472
20,615,964
2,245,269
23,072,461
6,148,759
21,515,683
(79,118)
(15)
(1)
79,118
15
1
(36,163,813)
(20,615,964)
(23,072,461)
36,163,813
20,615,964
23,072,461
(5,102,504)
5,102,504
(4,701,750)
4,701,750
(4,591,981)
4,591,981
A P P R O P R I AT I O N O F P R O F I T S
(BF thousand)
PROFIT TO BE APPROPRIATED
Profit for the year to be appropriated
Profit brought forward
TRANSFER TO RESERVES
To the legal reserve
PROFIT TO BE CARRIED FORWARD
Profit to be carried forward
DISTRIBUTION OF PROFIT
Dividends
ANNUAL ACCOUNTS 1997
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DISTRIBUTION
With profits carried forward from the previous year of BF 20,615,964,271, the profit to be appropriated amounts to
BF 41,345,435,974, which the Board of Directors will propose to the Annual General Meeting on 26 May 1998 to
allocate as follows:
Dividends on 24,297,640 shares
Transfer to reserves
To be carried forward
5,102,504,400
79,118,100
36,163,813,474
The dividend per share is as follows:
1996
Coupon no. 36
1997
Coupon no. 37
Share
Share + strip VVPR
1995
Coupon no. 35
Gross
Net
Gross
Net
Gross
Net
210
210
157.5
178.5
200
200
150
170
195.33
195.33
145.00
169.14
S T A T E M E N T O F A M O U N T S PAYA B L E
Amounts payable falling due after one year (including those maturing during the year)
(BF thousand)
1997
31 December
1996
1995
UNSECURED LOANS
Other loans
TOTAL
5,604,950
5,604,950
NIET-GECONSOLIDEERDE REKENING 1997
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5,604,950
5,604,950
8,529,950
8,529,950
ACCOUNTING PRINCIPLES
The accounting principles are identical to those used in the consolidated accounts, with the following exceptions:
- in respect of assets and liabilities expressed in foreign currencies, differences on translation of amounts
receivable or payable falling due within one year are charged to the income statement;
- operating revenues and costs expressed in foreign currencies are converted into Belgian francs at the rate
applicable on the day of the transaction;
- provisions solely applicable to consolidated accounts, such as those contained in the Royal Decrees of
6 March 1990 and 25 November 1991, are not relevant to non-consolidated accounts.
NIET-GECONSOLIDEERDE REKENING 1997
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A D D I T I O N A L I N F O R M AT I O N
I. GENERAL INFORMATION
A. IDENTIFICATION
1. Name
Groupe Bruxelles Lambert S.A.
Groep Brussel Lambert N.V.
The French and Dutch names can be used together or separately
2. Registered office
24, avenue Marnix - 1000 Brussels
The registered office may be transferred to any other location in Belgium upon a decision by the Board of
Directors.
3. Legal form, establishment, legal publications
A limited company established under Belgian law set up on 6 July 1953 by a deed before Notary Albert Raucq,
of Brussels, and Notary René Van Beneden, of Schaerbeek, published in the appendices to the Moniteur Belge
of 27 and 28 July 1953, ref. n° 19-416. The current name has been used since 1 August 1977. The company
statutes were most recently altered on 29 December 1997, as published in the appendix to the Moniteur Belge
of 23 January 1998, ref. no. 980123-150/151.
4. Company register
The Company is entered on the Brussels Companies’ Register, n° 246.108.
5. Duration
The Company has an unlimited duration.
6. Objectives
The Company’s objectives are to carry out financial and real estate transactions, transport operations,
particularly by rail, trading in goods and equipment, especially the rental of transport equipment and general
industrial equipment, as well as research and consultancy work covering the foregoing areas and any other
financial and economic issues.
The Company may act on its own behalf or on behalf of third parties.
It may participate in any enterprises or operations which relate directly or indirectly to its objectives or which
could be useful in achieving those objectives.
The Company may buy, sell, rent or manage any movable or immovable property and may involve itself through
contribution, disposal, participation, merger or other means in any syndicates or companies, where this could
contribute to the achievement of its objectives.
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7. Location where public documents may be consulted
The Company’s statutes and articles of association may be consulted at the Registry of the Brussels Commercial
Tribunal and at the registered office.
The annual accounts are lodged with the National Bank of Belgium. Decisions on the nomination and dismissal
of members of the Company’s executive organs are published in the appendices to the Moniteur Belge.
Financial opinions about the Company are published in the financial press and daily newspapers. Other
documents accessible to the public and referred to in the prospectus can be consulted at the Company’s
registered office.
The Company’s annual reports are sent each year to nominative shareholders as well as any person who has
requested a copy; they may be obtained free of charge from the registered office.
B.
SHARE CAPITAL
1. Issued capital
The fully paid-up share capital at 31 December 1997 was BF 24,299,940,000, represented by 24,299,940
ordinary shares with no nominal value.
Number of ordinary shares
- Registered or bearer shares
Registered
Bearer
15,445,315
8,854,625
All shares have the same rights, with the exception of 2,300 shares issued on the exercise of 2,300 warrants in
December 1997 (warrants issued in February 1994). These new ordinary shares enjoy dividend rights from
1 January 1998.
In accordance with article 28 of the Articles of Association, each ordinary share carries entitlement to one vote.
GBL has not issued any other category of share such as non-voting shares or preference shares.
2. Authorised capital
Following the decision of the Extraordinary General Meeting on 28 May 1996, the Board of Directors is
authorised to:
- increase the share capital in one or several tranches, up to a total of BF 10 billion;
- decide to issue convertible loan stock or subscription rights in one or more forms, up to an amount such that
the amount of the capital increase that could arise from the exercise of the conversion or subscription rights
attached to such stock does not result in the newly issued authorised capital exceeding the above limit.
In either case, the Board of Directors may, in the common interest, limit or cancel the preferential subscription
rights of shareholders in accordance with the provisions laid down by the law.
This facility, first granted on 26 May 1992, and renewed on 28 May 1996, is valid for a period of five years from
25 June 1996, or up to and including 24 June 2001.
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On 7 December 1993, the Board of Directors, using the power granted on 26 May 1992, issued 758,340
ordinary shares with 2,275,020 warrants attached. 1,483,638 of these warrants are still outstanding.
When the authorised capital increase was renewed at the Extraordinary General Meeting of 28 May 1996, it was
agreed that the exercise of these warrants would be considered to be covered by the previously authorised
capital.
It follows that the authorised capital remains at BF 10 billion.
3. Changes in share capital since 1 january 1995
Dates
Details of the change
1/1/95
15/1/96
27/6/96
17/1/97
24/6/97
29/12/97
Situation at that date
Exercise of 7 warrants
Exercise of 144 warrants
Exercise of 8 warrants
Exercise of 788,881 warrants
Exercise of 2,300 warrants
Capital in BF
Number
of shares
issued
23,508,600,000
7,000
144,000
8,000
788,881,000
2,300,000
23,508,600
7
144
8
788,881
2,300
24,299,940,000
24,299,940
C. SHARE CAPITAL
The shareholding structure described is based on declarations made up to 31 March 1998 in accordance with article 1 of the
law of 2 March 1989 relating to the announcement of major shareholdings and the date of such declaration. The organisation
chart of the control of GBL is included under item E.
Number
of shares
held
%
Number
of
warrants
held
%
Total
%
Date
of
declaration
10,398,210
45.71
60,289
2.23
10,458,499
41.10
06.12.91
Fonds de Pension GBL - Avenue Marnix, 24 - 1000 Brussels
20,000
0.10
-
-
20,000
0.08
30.06.89
UAP Vie S.A. - Place Vendôme, 9 - F - 75042 Paris
Société Centrale UAP - Place Vendôme, 9 - F - 75042 Paris
UAP Incendie Accidents - Place Vendôme, 9 - F - 75042 Paris
TOTAL UAP
1,718,262
261,955
177,390
2,157,607
8.27
1.26
0.85
10.38
69,972
22,174
92,146
1.45
0.46
1.91
1,788,234
261,955
199,564
2,249,753
7.00
1.02
0.78
8.80
20.06.91
20.06.91
20.06.91
Royale Belge S.A. - Boulevard du Souverain, 25 - 1170 Brussels
Urbaine UAP S.A. - Boulevard du Souverain, 25 - 1170 Brussels
Lloyd Belge S.A. - Jan Van Rijswijcklaan, 162 - 2020 Antwerpen
La Garantie Belge - Boulevard du Souverain, 25 - 1170 Brussels
La Foncière Liégeoise S.A. - Boulevard d’Avroy, 37 - 4000 Liège
TOTAL ROYALE BELGE
1,167,245
369,440
25,456
2,400
1,125
1,565,666
5.62
1.78
0.10
0.01
7.51
35,425
18,609
141
54,175
0.74
0.39
1.13
1,202,670
388,049
25,456
2,400
1,266
1,619,841
4.71
1.52
0.10
0.01
6.34
20.06.91
20.06.91
20.06.91
20.06.91
20.06.91
Shareholders
PARGESA NETHERLANDS B.V. Rodenrijselaan 23b - NL - 3037 XB Rotterdam
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The table above, while meeting legal requirements, no longer reflects the reality:
- the warrants referred to matured on 20 May 1993;
- 2,275,020 warrants were issued in January 1994;
- the percentages shown in the table do not correspond to the economic interests of each of the shareholders;
- restructuring within the Royale Belge group resulted in the disappearance of Urbaine UAP and Lloyd Belge and
the establishment of a new entity, Royale Belge 1994.
- in 1997, UAP was absorbed into the AXA group, which consequently changed its name to AXA-UAP. Companies
referred to above that are part of the UAP group have therefore become subsidiaries of the new entity, AXA-UAP.
The company formerly known as Centrale UAP has changed its name to Compagnie UAP.
D.
SHAREHOLDERS CONTROLLING AT LEAST 5% OF THE CAPITAL AT 31 DECEMBER 1997
Companies
Pargesa
Royale Belge
AXA-UAP
Others
Total
Shares
Number
%
11,999,611
49.38
1,358,151
5.59
2,391,348
9.84
8,550,830
35.19
24,299,940
100.00
Warrants
Number
%
0
0.00
0
0.00
231,417
15.60
1,252,221
84.40
1,483,638
100.00
Total
Number
11,999,611
1,358,151
2,622,765
9,803,051
25,783,578
%
46.54
5.27
10.17
38.02
100.00
E. SHAREHOLDING STRUCTURE OF GBL AT OP 31 DECEMBER 1997
POWER
FINANCIAL
CORPORATION
GROUPE FREREBOURGEOIS
CNP
50%
PARJOINTCO
50%
54,5%
PARGESA
HOLDING
AXA-UAP
ROYALE
BELGE
49,4%
(46,5%)
9,8%
(10,2%)
5,6%
(5,3%)
( ) after exercice of warrants
Joint control agreement
Under an agreement reached in 1990, the Power and Frère-Bourgeois/CNP groups, acting through a Dutch
holding company, Parjointco, jointly control Pargesa Holding S.A., which in turn owns 49.4% of the capital of
GBL.
In September 1996, this agreement, which had been made for an initial period of 11 years, was extended until
the year 2014.
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F.
STOCK MARKET DATA (ADJUSTED SHARE PRICE)
Year
1995
1996
1997
1998**
Share price BF
Shares
Share price BF
VVPR shares
High
Low
High
Low
4,190
4,300
6,160
6,680
3,200
3,680
4,020
5,220
4,110
4,250*
−
−
3,340
3,845*
−
−
* from 1 January 1996 to 8 May 1996
** from 1 January 1998 to 30 March 1998
II. GENERAL INFORMATION ON GBL’S ACTIVITIES
A. OPERATIONS
GBL is a holding company. It has direct and indirect stakes in a range of first class companies in Belgium and
abroad. These are Suez Lyonnaise des Eaux, PetroFina, in which the group is the largest shareholder, CLT-UFA,
Royale Belge, Imétal and Bernheim-Comofi. Through the intermediate holding companies, Electrafina and
Parfinance, it also has stakes in Monument Oil and Gas, Paribas and AXA-UAP (the last two were disposed of in
early 1998) as well as in unquoted companies, such as Distripar, Gillam, Transcor and Dupuis.
B. AVERAGE NUMBER OF STAFF
AVERAGE NUMBER OF EMPLOYEES
1997
31 December
1996
1995
12
12
16
C. INVESMENTS MADE IN THE LAST THREE YEARS
During the last three years, GBL has devoted the main share of its investment capital to several large companies
in which it aims to perform its role as stable shareholder to the full.
Audiofina - CLT
- November 1995: Audiofina makes a takeover bid for CLT, enabling it to increase its holding, in association
with Fratel, to 97% of CLT. At 31 December 1995, GBL held 51.6% of Audiofina through
CLMM;
- 1995: Audiofina’s economic interest in CLT is 96.2% compared to 53.3% at the end of 1994;
- 1996: GBL sells its 35% stake in CLMM to Electrafina, which in turn acquires a direct stake of over 17% in
Audiofina. At the end of 1996, Electrafina controls 48% of Audiofina;
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- 1997: Audiofina sells 16.7% of CLT-UFA to Bertelsmann for LUF 32 billion. Following the dissolution of
CLMM, Electrafina has a direct stake of 48.5% in Audiofina;
- June 1997: Audiofina acquires the 1.4% stake in Canal+ that had been held by Electrafina;
- December 1997: capital increase of BF 1 billion at Audiofina (conversion of loan stock redeemable in
shares).
Havas
- 1995: Audiofina invests a further BF 650 million in Havas; at the end of the year it holds 4.3% of the capital;
- At the end of 1996, Audiofina’s stake in Havas is 4,0%;
- 1997: Audiofina holds 3.3% of Havas.
Electrafina
- 1995: holding increased further, from 45% to 45.4% through purchases on stock market;
- 1996: capital increase of BF 30 billion. GBL participates to the tune of BF 16 billion and at
31 December 1996 controls 47.9% of the capital of Electrafina;
- December 1997: capital increase of BF 1 billion (conversion of loan stock redeemable in shares);
- GBL and Royale Belge control 54.6% of Electrafina at the end of 1997.
Parfinance
- May 1996: Parfinance carries out share buy-back operation. GBL holding increases from 27% to 41% at the
end of 1996 while Pargesa holds 49% of Parfinance;
- at the end of 1997, GBL owns 40.7% of Parfinance, while Pargesa owns a further 47.6%.
Suez Lyonnaise des Eaux
- 1996: acquisition by Electrafina of shares in Suez for BF 12.9 billion. Shareholding in Suez at the end of the
year is 6.1%;
- 1997: acquisition by Electrafina of shares in Compagnie de Suez and Suez Lyonnaise des Eaux for
BF 30.6 billion. Electrafina holds 11.2% of the capital and almost 10% of the voting rights in the
company.
Tractebel
- 1996: disposal by Electrafina of its holding to Société Générale de Belgique for BF 41 billion.
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D. CONSOLIDATED BALANCE SHEET TRENDS OF THE LAST THREE YEARS
BF million
Fixed assets
Current assets
TOTAL ASSETS
Shareholders’ equity (group share)
Third party interests
Provisions for liabilities and charges
Amounts payable after one year
Other amounts payable
TOTAL LIABILITIES
1997
1996
1995
147,550
73,153
154,713
35,137
140,543
20,425
220,703
189,850
160,968
117,319
80,170
947
11,472
10,795
88,676
77,049
758
12,885
10,482
75,597
58,578
201
8,157
18,435
220,703
189,850
160,968
Movements in financial investments of the last three years
1995
- purchase through the stock market of 103,700 Electrafina shares at a cost of BF 0.3 billion;
- disposal by Royale-Vendôme of 77,050 Royale Belge shares for BF 0.4 billion;
- disposal of the Métropole Télévision (M6) stake for BF 0.5 billion;
- repayment of 1987/1995 $ 60 million loan for BF 2.4 billion;
- because Audiofina’s holding in CLT increased from 62.4% to 96.8%, the value of the net assets of CLT
(consolidated using the equity method by Audiofina, which itself is fully consolidated) increased by more
than BF 7 billion. As the economic interest of GBL in CLT fell from 23.3% to 22.9% primarily as a result of
the conversion of other parties of loan stock redeemable in shares, this increase in assets is counterbalanced
by a corresponding increase in third party interests in Audiofina.
1996
- investments of BF 17 billion in Electrafina;
- disposal by Royale-Vendôme of 107,375 shares in Royale Belge for BF 0.5 billion;
- subscription for 70,718 new ordinary shares in BBL (exercise of B warrants) for BF 0.3 billion;
- disposal by GBL to Electrafina of its 35% stake in CLMM for BF 18.3 billion. Purchase by Electrafina of
10,518,738 shares in Audiofina for BF 17.4 billion;
- repayment and conversion into shares at the end of 1996 of all (1,099,518) CLT shares held by Audiofina
and Fratel;
- Parfinance share buy-back. GBL stake increases from 27% to 41%.
- disposal by Electrafina and Royale Belge of their Tractebel shares to Société Générale de Belgique for
BF 49.4 billion. The GBL group’s share of the profit realised on this transaction was almost BF 10 billion;
- acquisition by Electrafina of Suez and Canal + shares for BF 15.7 billion. It holds 6.1% of Suez and 1.6% of
Canal + at the end of 1996;
- repayment of GBL Finance loan of LUF 3 billion.
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1997
- January: Audiofina and Bertelsmann established CLT-UFA, Europe’s premier audio-visual group. In order
to balance their respective shareholdings, Audiofina sold 16.7% of CLT-UFA to Bertelsmann for a
sum of LUF 32 billion;
- February-December: taking advantage of very favourable market conditions, American Cometra, a wholly-owned
subsidiary of Electrafina, disposed of all its oil sector interests in the United States;
- March-April: GBL sold its 1.8% stake in GIB;
- June-December: increase of BF 3.5 billion in shareholders’ equity following the exercising of 791,181 GBL
warrants at BF 4,400;
- December: GBL exchanged its holding in BBL for shares in ING, which had made a takeover bid;
- January to December: during the year, GBL, through Electrafina, strengthened on several occasions its
holding in Suez Lyonnaise des Eaux, a global industrial group specialising in local
communal services and arising from the merger between Compagnie de Suez and
Lyonnaise des Eaux. Its holding at 31 December 1997 amounted to 11.2% of the
share capital;
- December: conversion of Audiofina loan stock repayable in shares by Electrafina (BF 1 billion) and
Electrafina loan stock repayable in shares by GBL (BF 1 billion).
Acquisitions or sales of quoted securities generally take place at stock market rates.
III.INFORMATION ON THE COMPANY’S ADMINISTRATION, MANAGEMENT
AND AUDITOR
A. ADMINISTRATION AND AUDITOR (see pages 6, 7 and 8 of the annual report)
B. AUDITOR
Deloitte & Touche, Reviseurs d’Entreprises scc
represented by Mr. Claude POURBAIX
avenue de la Renaissance 20 bte 25
1000 Brussels
Statutory auditor
This mandate expires at the close of the Annual General Meeting on 26 May 1998. A proposal will be made to
the Meeting to renew this term of office as Statutory Auditor for a period of three years. If this proposal is
approved, Messrs Claude Pourbaix and Michel Denayer will represent the company.
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C. REMUNERATION PAID TO BOARD MEMBERS AND EXECUTIVES FOR THE 1997 FINANCIAL
YEAR
Extract from the 1997 consolidated accounts (BF million):
Total amount of remuneration awarded in respect of the financial year to directors
of the parent company in respect of their functions in the parent company, and
its subsidiaries and related companies:
130.8
Exceptional pension provision:
98.8
Extract from the 1997 parent company accounts (BF million):
Financial relations with directors and managers
- direct and indirect remuneration and pensions charged to the income statement,
to the extent that this does not relate exclusively or primarily to a single
identifiable person:
- directors
- exceptional pension provision
90.1
76.3
D. FEES PAID TO THE AUDITOR IN RESPECT OF THE 1997 FINANCIAL YEAR
The fees paid to the auditor amounted to BF 2,045,000.
E. NUMBER OF SHARES IN THE COMPANY HELD BY BOARD MEMBERS, EXECUTIVES OR
AUDITOR
Members of the Board of Directors and Executive Committee between them hold 227 registered shares of GBL.
F.
PROFIT-SHARING PLAN FOR EMPLOYEES
GBL does not have any profit-sharing plan for its employees.
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RESOLUTIONS PROPOSED TO SHAREHOLDERS’
A) To the ordinary shareholders’ meeting
1. Management report and auditor’s reports on the 1997 financial year.
2. Annual accounts at 31 December 1997.
The Board proposes the meeting to approve the accounts, including the allocation of profits.
3. Discharge of Directors.
The Board proposes the meeting to discharge the Directors.
4. Discharge of the Auditor.
The Board proposes the meeting to discharge the Auditor.
5. Resignation of three Directors.
Statutory nomination: the Board of Directors proposes to renew, for a period of three years, the term of office
of statutory auditors granted to Deloitte & Touche, Auditors, and to set their fees accordingly.
6. Miscellaneous.
B) To the extraordinary shareholders’ meeting
1. Temporary authorisation to purchase shares in the company
Proposal to authorise the Board of Directors for a period of eighteen (18) months, to purchase the company’s
shares in the stock market, up to a maximum number of two million four hundred thousand (2,400,000)
shares at a minimum price of three thousand five hundred francs (3,500) and a maximum price of eight
thousand francs (8,000) and to authorise subsidiaries of the company, as defined in the second paragraph of
article 52 quinquies section 1 of the co-ordinated laws on commercial companies to purchase shares in it
subject to the same conditions.
2. Renewal of express temporary authorisation to increase the share capital where there is a takeover bid
a) Proposal to renew, from this day for a period of three years, the express authorisation given to the Board of
Directors to increase the share capital in the case of a bid being made to take over the company.
This authorisation does not restrict the power of the Board of Directors to enter into transactions using the
authorised capital, other than those restrictions imposed by sections 3 and 4 of article 33 bis of the
co-ordinated laws on commercial companies.
b) Consequently, proposal to renew this authorisation granted to the Board on the same terms and under the
same conditions as those defined by the general meeting of the twenty-eighth of May nineteen hundred
and ninety-six, included under item II.b. of article 6 of the articles of association, the text of which is
retained subject to the replacement of the date of the twenty-eighth of May nineteen hundred and
ninety-six by that of the general meeting that decides upon this renewal.
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3. Renewal of the authorisation to purchase shares in the company to avoid it suffering serious and imminent
damage
a) Proposal to renew, from this day for a period of three years from the date foreseen in law, the authorisation
given to the Board of Directors to purchase shares in the company to avoid it suffering serious and
imminent damage.
b) Consequently, proposal not to modify article 10 of the articles of association except to replace, in the third
paragraph of section 1 of this article, the date of the twenty-eighth of May nineteen hundred and
ninety-six by that of the general meeting that decides upon this renewal.
4. Other modifications to the by-laws:
ARTICLE 5:
proposal to modify this article relating to the share capital by the introduction of a second
paragraph drafted as follows:
“As soon as the EURO, the European Union’s new single currency, enters into circulation, the
Board of Directors will have the power to use it as the currency in which the share capital is
expressed and, where appropriate, to amend the articles of association to this effect. Any such
decision will be published by the company in the Appendices of the Moniteur Belge.”
ARTICLE 8:
proposal to replace the words “through a stockbroker” with the words “using an intermediary
recognised by law” in the second paragraph.
ARTICLE 30: proposal to modify this article relating to the annual accounts by inserting a new paragraph,
between the second and third paragraphs, containing the following text:
“The annual accounts are drawn up in the currency in which the share capital is expressed,
that is the Belgian franc, or as soon as the EURO enters into circulation, in the new single
currency of the European Union should the Board of Directors exercise the power granted in
article 5 of these by-laws.”
5. Powers
Proposal to confer all powers on the Board of Directors necessary for the execution of resolutions adopted on
the foregoing items.
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G L O S S A RY
Shareholders’ equity
(also known as net worth)
calculated after profit distribution and any amounts charged to or withdrawn from
tax-exempt reserves, it includes share capital, share issue premiums, revaluation surpluses
and reserves, as well as the reported result after deducting any third party interests
Stock market capitalisation
(stock market valuation)
the value of a company calculated on the basis of the price of its shares on the stock
market and obtained by multiplying the share price by the number of shares in issue to
which are added the number of shares represented by loan stock redeemable in shares
Net result
(net profit or net loss)
excludes third party interests and before transfers to or from tax-exempt reserves
Profit distribution
includes dividends and directors’ bonuses
Earnings per share (EPS)
net result for the year divided by the weighted average number of shares in issue during
the year
Gross dividend per share
dividend before deduction of withholding tax
Stock market rate (share price)
at 31 December
Number of shares in issue
number of shares that represent the share capital on 31 December
Group holding (%) (stake)
percentage of share capital held directly, or indirectly through intermediate holding
companies and Royale Belge
Weighted average number
of shares
obtained by adding ’’prorata temporis’’ to the number of shares in issue at 31 December of
the previous year, any shares issued as a result of a capital increase (including conversion
of loan stock or exercising of warrants) during the year in question
Fully diluted
taking into account the number of shares that would be in existence if all outstanding
warrants were exercised and outstanding loan stock redeemable in shares were converted
Estimated value
(break-up value)
this value is obtained by valuing the assets, mainly shareholdings, at market value, after
the deduction of liabilities and provisions.
The market value of shareholdings corresponds to:
- stock market value for quoted companies;
- relative share of shareholders’ equity for unquoted companies consolidated in the
accounts;
- book value of unquoted companies not consolidated.
However, in accordance with the principle of prudence, if the net realisable value of a
shareholding is known and is less than the market value, the holding in question is valued
at its net realisable value (because it is the lower of the two).
GBL’s portfolio is made up for the most part of major holdings in subsidiaries, which could
justify valuations exceeding the stock market valuation. The estimated value does not
take account of any such control premium.
Estimated value per share
this is equal to the total estimated value divided by the number of shares in issue at
31 December to which are added the number of shares represented by loan stock
redeemable in shares
Discount
this is the difference in percentage terms between the share price and the estimated value
per share
VVPR-strip
presented at the same time as the corresponding coupon attached to the share, the VVPR
strip confers entitlement to a reduced withholding tax of 15% instead of the normal 25%
rate
Annual average share price
the arithmetic mean of the share price at the close of each day’s trading during the year in
question
Gross annual return
price is equal to
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Gross dividend received + movement in share
between 1 January and 31 December
Share price at 1 January
Contacts
To obtain a copy of the annual report, please
contact:
Carine Dumasy
Tel: 32-2-547.23.52
Fax: 32-2-547.22.85
E-mail: cdumasy@gbl.be
To report a theft or loss or for information about
GBL shares, please contact:
Marc Desclez
Tel.: 32-2-547.24.28
Fax: 32-2-547.22.85
E-mail: mdesclez@gbl.be
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GROEP BRUSSEL LAMBERT N.V.
Avenue Marnix 24
Marnixlaan 24
B - 1000 BRUXELLES - BRUSSEL
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