Naturex Specializes in a Large Number of Natural Ingredients
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Registration Document 2009 WorldReginfo - aad34789-8029-4cd5-bab6-006b20237c89 WorldReginfo - aad34789-8029-4cd5-bab6-006b20237c89 President's message Ladies and Gentlemen, Dear Shareholder, 2009 will go down in the history of Naturex group as a year of success: • commercial success first of all since, despite the economic decline, our group has achieved organic growth of over 5.5% in constant currencies by developing each of our different business lines; • financial success next, with the group's operating margin improving once again (12.8% of revenue), a record net profit of € 5.2 million and even stronger financials thanks notably to the € 17.3 million capital increase we carried out in February 2009 despite the financial crisis. On that note, my thanks obviously go out to all of our shareholders that took part in the operation for the confidence and trust that they have placed in the future of our group; • strategic success finally and above all as, with the acquisition of the Ingredients Division of Spanish group, Natraceutical, we have established ourselves as the global leader in specialty plant- based natural ingredients. Today, Naturex ranks as a key player on the fast-growing market of natural products with: • 3 product ranges that span the food, health and cosmetics sectors; • € 186 million in pro-forma revenues in 2009; • a 900-strong workforce around the world; • 11 production facilities; • 15 sales offices on all 5 continents. Backed by this new dimension, Naturex has entered another extremely promising phase in its development. Our priority for 2010 will be the successful integration of the Ingredients Division of Natraceutical group purchased at the end of 2009 - something we are very confident about given Naturex's proven ability to integrate its acquisitions. 2010 will be a year of major growth for our new structure during which we will work to improve its operating margin. I look forward to seeing you at our Annual General Meeting on June 30, when your Board of Directors will propose an increase of 10% in dividends per share to € 0.11. As an expression of our gratitude, our loyal shareholders will also be given the option to receive their dividend in the form of shares at a discount price on their reference market value. Jacques Dikansky President and Chief Executive Officer WorldReginfo - aad34789-8029-4cd5-bab6-006b20237c89 General Contents Chapter 1 Information concerning the issuer 6 Presentation of Naturex 8 Naturex business lines: a high value-added 11 Chapter 2 Management Report 20 Group activity and results 22 Risks and commitments 41 Capital and Executive Officers 47 Notes to the Management Report 66 President’s Report on Internal Control procedures 71 Statutory Auditors’ Report on the report prepared by the President on internal control 79 Chapter 3 Consolidated financial statements and notes 82 Consolidated financial statements 83 Notes to the consolidated financial statements 90 Statutory Auditors’ Report on the consolidated financial statements 143 WorldReginfo - aad34789-8029-4cd5-bab6-006b20237c89 Chapter 4 Parent financial statements and notes 146 Parent financial statements 147 Notes to the parent financial statements 149 Statutory Auditors’ Report on the financial statements 169 Special report of the Statutory Auditors on regulated agreements 171 Chapter 5 Other general information 174 Information concerning the issuer 176 Global Pact and Quality Approach 180 Legal structure 182 Related party transactions 183 Stock market performance 186 Liquidity contract 187 Allocation of stock options 188 Annual registration document 189 Person responsible for the registration document 192 Person responsible for the information provided in the registration document 194 Chapter 6 Cross-reference table 195 WorldReginfo - aad34789-8029-4cd5-bab6-006b20237c89 Chapter 1 Information concerning the issuer 6 WorldReginfo - aad34789-8029-4cd5-bab6-006b20237c89 Chapter 1 – Information concerning the issuer Contents 1 Presentation of Naturex ....................................................................................... 8 1.1 History ................................................................................................................................................. 8 1.2 Group companies ................................................................................................................................ 8 1.3 Recent developments .......................................................................................................................... 9 1.4 Outlook .............................................................................................................................................. 10 2 Naturex business lines: a high value-added ..........................................................11 2.1 Activities ............................................................................................................................................ 11 2.2 Product offering and target markets ................................................................................................. 12 2.3 High-performance industrial facilities ............................................................................................... 16 2.4 Human Resources .............................................................................................................................. 18 7 WorldReginfo - aad34789-8029-4cd5-bab6-006b20237c89 Chapter 1 – Information concerning the issuer 1 Presentation of Naturex 1.1 History 1992: Jacques Dikansky creates Naturex. The company's corporate purpose is the production of plant extracts with flavoring, coloring and preserving properties for the food and flavoring industries. Factories in operation: Avignon in France and Kenitra in Morocco. 1996: Naturex is listed on the stock market (Paris - NRX). 1997: Naturex expands to the nutraceutical market. Opening of a US subsidiary in Mamaroneck, New York. Extension and relocation of the factory in Morocco to Casablanca. 2002: Acquisition of US company, Brucia Plant Extracts Inc. The acquisition enables Naturex to enhance its offer on the nutraceutical market and strengthen its position on the US market. 2004: Acquisition of a major rosemary plant extracts business which is held jointly by US companies RFI Ingredients and Hauser. With two major brands and three patents for its rosemary extracts activities, Naturex becomes a leading player in natural antioxidants. 2005: Acquisition of Pure World Inc. The US company produces plant extracts for the food, nutraceutical, pharmaceutical and cosmetics industries. Naturex now ranks alongside the leaders on the nutraceutical market thanks to its plant extract capacities which are amongst the largest in the world, and its state-of-the-art industrial facilities. 2007: Acquisition of Hammer Pharma and HP Botanicals, two Italian companies based in Milan. Hammer Pharma brings with it its invaluable expertise in pharmaceuticals. Acquisition of the US company, Chart Corporation, thereby enriching Naturex's offering for the flavoring and beverage industries. 2008: Acquisition of the “Actifs innovants” Division of French company, Berkem. Naturex acquires a line of ingredients with clinically-proven ingredients. Opening of a Chinese subsidiary in Shanghai. This new entity has a high-performance Quality Control laboratory devoted to the sourcing of raw materials. Opening of the Naturex foundation. 2009: Integration of the Ingredients Division of Spanish group, Natraceutical. 1.2 Group companies At December 31, 2009, Naturex employed some 900 employees across 20 sites. Production sites: - Avignon, France. 8 WorldReginfo - aad34789-8029-4cd5-bab6-006b20237c89 Chapter 1 – Information concerning the issuer - Birmingham, United Kingdom. - Bischofszell, Switzerland. - Bergdorf, Switzerland. - Casablanca, Morocco. - Milan, Italy. - Manaus, Brazil. - Shingle Springs, California, USA. - South Hackensack, New Jersey, USA. - Sydney, Australia. - Valencia, Spain. Sales offices: Naturex has a global sales presence, employing over sixty salespeople across 15 offices. It sales teams are also relayed by local distributors in certain parts of the world. Its network enables the group to provide fast, flexible and effective solutions to match the needs of its clients. - Birmingham, United Kingdom. - Avignon, France. - Bangkok, Thailand. - Bonn, Germany. - Bischofszell, Switzerland. - Brussels, Belgium. - Dubai, United Arab Emirates. - Milan, Italy. - Moscow, Russia. - Shanghai, China. - Singapore. - South Hackensack, New Jersey, USA. - Sydney, Australia. - Tokyo, Japan. - Valencia, Spain. 1.3 Recent developments Naturex's most important development in 2009 was its integration of the Ingredients Division of Natraceutical group - an operation that has elevated the group to the position of world leader in specialty plant-based ingredients. Not only are there substantial synergies between the two entities, but the operation means that Naturex is also able to capitalize on increased industrial resources and a broader portfolio of products and target clients. Today, the group combines the expertise of Naturex – flavoring, coloring, antioxidant, nutraceutical, pharmaceutical and cosmetic ingredients – with the specialist activities of the Ingredients Division of Natraceutical - natural coloring agents, fruit and vegetable powders, pectins, functional ingredients, yeast and caffeine. Thanks to the operation, Naturex's production capacities are extremely high. Eleven industrial units around