ACTIVITY REPORT 2011 ACTIVITY REPORT 2011 FOREWORD 4 CONTENTS ORGANISATIONAL CHART 12 KEY EVENTS 17 EUROPE Belgium TPF Engineering 18 Bagon Ingénieurs-Conseils 22 Louis Engineering 24 TPF-Utilities 26 TTR Energy 29 TPF-Basse Sambre 30 France Beterem Ingénierie 32 Ouest Coordination 35 Secmo 37 TPF-Utilities Sarl 38 Grand-Duchy of Luxembourg TPF Luxembourg 39 Poland TPF [formerly E&L Architects] 40 Portugal TPF Planege 42 ProSistemas 46 Romania TPF Romania 48 Activity report 2011 Ukraine TPF Ukraine TPF GROUP / 50 CONTENTS AFRICA Algeria TPF Algérie 52 Angola TPF Angola 54 Morocco Pyramide Ingénierie 56 Save Project 58 Senegal Setico 60 Tunisia TPF Tunisie 62 AMERICA Brazil Projetec - Projetos Tecnicos Ltda 63 ASIA India S.N. Bhobe 66 Cetest Pvt. Ltd. & Survtech Pvt. Ltd. 68 PRESENTATION OF THE ACCOUNTS 71 CONSOLIDATED BALANCE SHEET 72 PROFIT AND LOSS ACCOUNT 74 page 3 page FOREWORD 3 14 19 9 8 16 7 11 18 1 15 17 POLOGNE 20 13 UKRAINE BELGIQUE 6 4 GRAND-DUCHÉ DE LUXEMBOURG ROUMANIE FRANCE 5 ESPAGNE 2 12 PORTUGAL INDE TUNISIE ALGÉRIE MAROC SÉNÉGAL VENEZUELA PANAMA Activity report 2011 ÉQUATEUR BRÉSIL ANGOLA TPF GROUP / MOZAMBIQUE FOREWORD POLOGNE 10 UKRAINE BELGIQUE 1 3 GRAND-DUCHÉ DE LUXEMBOURG 2 4 6 5 ROUMANIE FRANCE 7 ESPAGNE 10 12 11 8 PORTUGAL INDE TUNISIE ALGÉRIE 13 ALGERIA 1 9 14 MAROCANGOLA 15 2 BELGIUM 3 SÉNÉGAL BRAZIL 16 17 4 VENEZUELA CONGO-BRAZZAVILLE 5 PANAMA ECUADOR 6 ÉQUATEUR SPAIN 7 BRÉSILFRANCE 8 18 ANGOLAGRAND-DUCHY OF LUXEMBOURG 9 19 MOZAMBIQUE 10 INDIA MOROCCO 11 12 MOZAMBIQUE 13 PANAMA 14 POLAND 15 PORTUGAL 16 ROMANIA 17 SENEGAL 18 TUNISIA 19 UKRAINE 20 VENEZUELA page 5 2011, A GOOD yEAR FOREWORD Due to recent acquisitions, the financial accounts presented at the yearend do not take into account all the changes in TPF’s sphere of activity in 2011. A SUMMARy OF ThE kEy information Consolidated turnover remained stable in 2011, at 115 million EUR. EBIDTA went from 14,038,279 EUR to 11,085,062 EUR. This drop was mainly caused by a fall in profitability in Poland, India, Morocco and Brazil, and fortunately partially compensated by an improvement in profitability in Portugal, Belgium, France and Romania. The continuation of our debt reduction policy has allowed us to reach a net debt ratio on EBITDA of 1.8 [our lowest ever]. A further reason for satisfaction is that the net goodwill level reached 4 million EUR, which is 3 % of turnover, an exceedingly low amount in our sector of activity, especially for a company with 50 % of its personnel outside Europe, in countries with strong growth. During the 2011 financial year, the following acquisitions were completed: ◊ in FRANCE: acquisition of 100 % shareholding in Ouest Coordination ◊ in Portugal: purchase of 85 % shareholding in ProSistemas ◊ in SENEGAL: acquisition of 70 % of Setico ◊ in INDIA: initial shareholding of up to the limit of 51 % in the Cetest-Survtech Pvt. Ltd group We also created a company in UKRAINE after we obtained important contracts. For the same reasons, we created, or are in the course of creating, companies in MOzAMbIqUE, and in CONGO-bRAzzaville. Activity report 2011 TPF GROUP / IN EUROPE FOREWORD BELGIUM The turnover produced was 40 million EUR, a drop of 6.5 million EUR compared to the 2010 year end. However, profitability has remained stable and we have been able to see an improvement in the balance sheet due to the reduction in outstanding loans and debts. Despite a difficult situation, the prospects are pointing towards a stabilisation in turnover, profitability remaining stable and the continuation in the improvement to the balance sheet in 2012. ENGINEERING DIVISION TPF Engineering, Bagon Ingénieurs-Conseils, Louis Engineering After the growth in activity recorded in 2010, the combined turnover of TPF EngInEERIng and BAgOn IngénIEuRs-COnsEIls shrank by around 10 % in 2011. Activity remained profitable despite the continuation in the reduction of outstanding loans and unpaid debts. LouIs EngInEERIng recorded an overall drop in its turnover of around 10 %, whilst remaining in profit. UTILITIES DIVISION TPF-Utilities, TPF Econoler, TTR Energy, TPF-Basse Sambre Over the last year, TPF-uTIlITIEs saw a strong growth in its activity to reach 14.6 million EUR [a rise of 5.4 million EUR] and was able to increase its already very significant profits. However, the Utilities Division suffered a lower turnover compared to the previous financial year, because that year ended with an exceptional turnover of 10 million EUR produced by TPF ECOnOlER thanks to a turnkey wind farm project in Kenya. Our subsidiary TTR EnERgY is continuing its work in funds management, in cooperation with the Degroof bank. The “Green Fund II” currently has commitments of 47 million EUR. Several investments in renewable energy production projects are under way. 2011 was above all a stable year for TPF-BAssE SamBRE, marked by a turnover of 11.5 million EUR and good results. page 7 page FRANCE Beterem, Ouest Coordination, Secmo, TPF-Utilities FOREWORD This year, BETEREm’s turnover increased by 5 % to reach 21,768,000 EUR. As for net profit over turnover, this remained stable at a level of 3 %. Our French subsidiary has also continued to reduce its outstanding loans and debts. sECmO showed a net profit of 370,000 EUR, up by 25 % compared to 2010, for a turnover that dropped by 5 % to 2,281,000 EUR. In addition, TPF-uTIlITIEs France can be delighted with the stabilisation of its turnover at 1,183,000 EUR and its positive result. The major event of this year is still undoubtedly the operation for the 100% acquisition of OuEsT COORdInation which we finalised in September. Taking this new venture into account separately, turnover for all of our activities in France was 37,500,000 EUR. SPAIN The transfer of our last three assets is continuing. Two of these are subject to legal proceedings. At the beginning of 2012, a final legal judgment in our favour was given as part of the sale of Gensabon. GRAND-DUChy OF LUxEMBOURG TPF Luxembourg Turnover in 2011 increased by 20 % to 1,000,000 EUR. POLAND TPF Our turnover dropped by 4,809,000 EUR to 3,458,000 EUR as a result of the slump in investments in Poland. Although it is true that net profit has reduced by 645,000 EUR to 309,000 EUR, its level [9 %] remains high however, compared to turnover. Portugal TPF Planege, ProSistemas TPF PlAnEgE’s turnover, hit hard by the economic slump in Portugal, has continued its fall to settle at 10,286,000 EUR [a drop of 23 %]. However, as TPF Planege currently produces 80 % of its turnover through exports, its net profit has increased by 235,000 EUR to 614,000 EUR. Wanting to strengthen itself on both the foreign and national markets, TPF Planege has acquired an 85 % holding in ProSistemas through a double operation: purchase of shares and an increase in capital. Activity report 2011 In 2011 ProSisTEmAs produced a turnover of 2,800,000 EUR. With around 40 personnel, it has expertise in the whole water sector, from drinking water production to purification and dams. TPF GROUP / ROMANIA TPF Romania FOREWORD 2011 was a year for TPF ROmAnIA to continue with its recovery. Turnover rose from 460,000 EUR to 750,000 EUR and losses went from 300,000 EUR to 70,000 EUR. 2012 should be the year for returning to profit. UkRAINE TPF Ukraine Following various contracts obtained in the property sector, we decided to create a subsidiary at the end of the first half of 2011 IN AFRICA Africa was still virgin territory for TPF in 2009. Today, 200 employees work there. ALGERIA TPF Algérie Given the delayed start to some railway projects, turnover remained stable in 2011. It should increase in 2012. The number of employees has remained stable at 15. ANGOLA TPF Angola Our activity in Angola saw a significant growth at the end of 2011. As for Algeria, our Angolan subsidiary serves as a support base for our Portuguese subsidiary, TPF Planege. MOROCCO Pyramide Ingénierie, Save Project In 2011, PYRAmIdE IngénIERIE’s turnover remained stable at 4,100,000 EUR, but saw a lower net profit at 700,000 EUR, but still enjoying a significant profitability of 17%. Our other subsidiary Save ProjECT saw its turnover grow by 30 % to settle at 600,000 EUR. page 9 page SENEGAL Setico FOREWORD In mid-2011 we acquired a 70 % holding in sETICO through the purchase of shares and an increase in capital. This company, specialising in the roads and water sectors, is one of the leading design companies in this field in Senegal and has 50 employees. Setico operates not only in Senegal, but also in almost all of the French-speaking countries of West Africa. The 2011 turnover [1,150,000 EUR] should double in 2012. TUNISIA TPF Tunisie In 2011, TPF TunIsIE, a small company with around a dozen employees, mainly produced execution plans for projects started by the other companies in the TPF Group. IN AMERICA BRAZIL - ECUADOR - PANAMA - VENEZUELA Projetec After two years of strong growth during which ProjETEC’s turnover multiplied by four, this has now dropped by 20 % to 20,000,000 EUR. This slowdown is mainly due to the delayed start at the end of November of several very large projects initially planned for September. Impact on net profit has been all the more telling as this has been halved to 1,700,000 EUR. 2012 should allow us to renew growth and we hope to exceed the 2010 turnover. Activity report 2011 TPF GROUP / IN ASIA FOREWORD INDIA S.N.