Activity Report
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Activity Report 9 ACTIVITY REPORT Ownership structure A NEW ERA shares and subscribing to new CFE shares. term resilience in the face of economic It is higher than the weighted average fluctuations. CFE will also be able to fully There were some major changes in CFE’s price of CFE shares on NYSE Euronext utilize the synergy opportunities with our ownership structure in 2013, with VINCI Brussels before the change of ownership construction and dredging activities in selling part of its stake, Ackermans & van was announced in September. Belgium and abroad. To enable further Haaren (AvH) becoming CFE’s majority growth, CFE will also have to implement shareholder and CFE taking exclusive Ackermans & van Haaren is a diversified the necessary processes to support its control of DEME. group that operates in several areas: companies with the right discipline. In September, AvH and VINCI reached • Marine Engineering & Infrastructure I believe that we are now at the begin- an important agreement that enabled • Private Banking ning of a new growth story in which our CFE to take sole control of DEME. The • Real Estate, Leisure & Senior Care shareholders, staff and customers will agreement involved CFE carrying out a • Energy & Resources have the full benefit of the operational capital increase, issuing 12,222,222 new • Development Capital and financial advantages of bringing shares which AvH bought in return for its the operations together in one structure. 50% stake in DEME. At the same time, Its 2013 revenue amounted to 5.7 billion VINCI sold half of its 23.42% stake in CFE euros. The group’s investments focus on to AvH. After these two transactions, CFE a limited number of strategic businesses is now the unique stakeholder of DEME that have major international growth and AvH owns 60.39% of CFE. VINCI now potential. has a 12.1% stake in CFE. On 24 December 2013, the agreement I am convinced that we will create added became a reality. AvH contributed its 50% value for all parties involved, including stake in DEME to CFE as part of a capital the shareholders of CFE and Ackermans increase worth €550,000,000. In return, & van Haaren. Ackermans & van Haaren AvH received 12,222,222 new shares in CFE wants to support CFE in the profitable and acquired 3,066,440 CFE shares previ- development of all its activities (in marine ously owned by VINCI. engineering with DEME, and in Construc- The transaction was based on a CFE tion, Rail & Road, Multitechnics, Real share price of €45. This is the price that Estate & Management Services and AvH paid when buying existing CFE PPP-Concessions) to strengthen its long- Luc Bertrand Chairman of AvH’s Executive Committee 10 ANNUAL REPORT 2013 Full ownership of DEME In addition to the future synergies arising DEME welcomed Ackermans & van Haaren’s between CFE’s civil engineering business arrival as a major shareholder of CFE. and DEME’s dredging activities, the acqui- The transaction ensures the long-term sition of exclusive control over DEME has stability of DEME’s ownership structure. strengthened CFE’s financial position, DEME can now continue along its chosen since its consolidated equity more than path in its geographical regions and niche doubled in 2013. markets, in which it often works with From 1 January 2014, 100% of DEME’s local and complementary partners. DEME earnings will be consolidated within and CFE will also be able to develop syner- CFE’s financial statements, increasing its gies in specific markets and activities, revenue, cash flow and net income. while maintaining good relations with The deal was universally welcomed by VINCI. the markets, as shown by the significant Successfully collaborations between increase in CFE’s share price. CFE and DEME, in Belgium and abroad, on projects such as immersed tunnels, complex marine and civil engineering works and harbours, will increase in importance in the future. Alain Bernard CEO DEME 11 ACTIVITY REPORT Strategy CONSOLIDATE EXISTING POSITIONS AND PROMOTE SYNERGIES Both CFE and DEME are taking a medium-term approach, seeking to consolidate existing positions and generate maximum synergies between their various businesses. CORE MARKETS activities remain focused on Benelux. the maintenance, refurbishment or However, CFE wants to bolster its strong removal of offshore installations. DEME provides a complete package of position in Central Europe – Poland and services related to marine and fluvial Hungary especially – and Africa (particu- SOLUTIONS PROVIDER maintenance and capital dredging, as larly Nigeria), where the growth outlook well as land reclamation for port, indus- is very strong. In the Multitechnics divi- DEME will expand its organisation so as try and real estate infrastructure projects. sion, international development will to be able to offer its clients total solutions. Over the next years, the Group wishes focus on automation activities. Real- Such solutions go from financing, over to cement its position in its existing and estate development will remain concen- engineering and turnkey construction future core markets, which include Europe, trated in three countries, i.e. Belgium, capacity, to seaborne maintenance of the Singapore, India, Qatar, Australia and Luxembourg and Poland. installations built. Further investments Nigeria, but also countries like Brazil, in concessions (green and blue energy, Australia and Russia. DEME strives for DREDGING-PLUS ACTIVITIES mining and maintenance dredging), partnerships with strong local partners project finance, competence centres and and specialised local civil contractors, so DEME commits to the further development maintenance equipment will be devoted as to be able to offer a complete package of its niche expertises, which comprise to this expansion. of expertise in the highly specialised offshore oil and gas production, services DEME is committed to growing further discipline of marine, fluvial and port to clients in offshore (renewable) energy, in its niche areas of expertise, which in- construction. foundations under water, extraction of clude the extraction of oil and gas, services DEME also aims to utilise its extremely seabed aggregates (including sand, gravel related to offshore energy and particularly modern, state of the art, highly competi- and minerals), and services for a better renewable energies, underwater founda- tive fleet for activity in other markets, environment (soil, silt and water treat- tions, seabed extraction (sand, gravel and where the Group mostly adopts a hit- ment). The Group will further develop minerals) and environmental improve- and-run strategy. new solutions and equipment related to ment services (soil, sludge and water). Aside from DEME, CFE’s construction the construction of offshore grids and DEME will also continue designing new 12 ANNUAL REPORT 2013 solutions and modern equipment for the Eko Atlantic City construction of offshore networks and Nigeria the maintenance, renewal and demolition of offshore facilities. INTERNAL ORGANISATION DEME will continue streamlining its in- ternal organisation in order to realise its growth targets as described above. Two already instated programs to contain and optimise the Group’s cost structure, DRIVE and LESS IS MORE, will be carried forward for the purpose. Additionally, even more attention will be devoted to project-life risk management – from award to delivery – and all DEME projects worldwide will be financially monitored on a monthly instead of a quarterly basis. Efforts to improve the internal organi- sation of CFE group companies were started in 2013. The Steering Committee was considerably streamlined, resulting in greater flexibility and simplicity when taking decisions. At the local level, where structures are too small, their organisation will be reviewed to reduce overheads and ensure a more consistent commercial approach. In 2013, for example, Ariadne, VMA West and Vanderhoydoncks in the Multitechnics division were placed under the authority of VMA’s managing director. Similarly, CFE EcoTech was combined with Nizet Entreprise. SAFETY, QUALITY, THE ENVIRONMENT AND COMPLIANCE Industrial automation CFE and DEME will reaffirm its commit- ment to satisfy the strictest safety, quality, environmental and compliance require- ments in all countries where the Group is active, including its no incident policy. The quality of its work is another area in which CFE is bolstering its existing achievements. The vast majority of cus- tomers are pleased with the way in which CFE does its work and with the results it delivers. Management intends to maintain this reputation, of which CFE and DEME can be rightly proud. Renaud Bentégeat Managing Director 13 ACTIVITY REPORT 14 ANNUAL REPORT 2013 Board of Directors From left to right : John-Eric Bertrand Director Christian Labeyrie Director Member of the Audit Committee Piet Dejonghe Director Member of the Audit Committee since 22 January 2014 Jan Suykens Director Luc Bertrand Director Member of the Renumeration and Nomination Committee since 22 January 2014 Alain Bernard Director Renaud Bentégeat Managing Director Philippe Delaunois SA C.G.O., represented by Philippe Delaunois President of the Board of Directors Philippe Delusinne Independent Director Member of the Audit Committee Ciska Servais BVBA Ciska Servais, represented by Ciska Servais Independent Director President of the Remuneration and Nomination Committee Koen Janssen Director Alfred Bouckaert SA Consuco, represented by Alfred Bouckaert Independent Director Member of the Audit Committee since 22 January 2014