At the Centre of an Evolving Industrial World
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REGISTRATION AT THE CENTRE DOCUMENT 2011 OF AN EVOLVING INDUSTRIAL WORLD CONTENT 5.6. Major projects 130 1 Group overview 5 5.7. Responsibility for chemicals 133 5.8. Health and Safety 136 1.1. Group profi le 6 5.9. Human Resources 142 1.2. Key fi gures/Comments on the fi nancial year 7 5.10. Assurance report by one of the Statutory 1.3. History and development of the Company 12 Auditors on a selection of environmental, social and safety indicators 151 2 Activities 15 2.1. Group structure 16 6 Financial statements 153 2.2. The Nickel Division 16 6.1. 2011 consolidated fi nancial statements 154 2.3. The Manganese Division 26 6.2. 2011 separate fi nancial statements 233 2.4. Alloys Division 39 6.3. Consolidated fi nancial statements for 2010 2.5. Organisational Structure of ERAMET SA/ and 2009 260 ERAMET Holding company 48 6.4. Dividend policy 260 2.6. Activity of the Divisions in 2011 49 6.5. Fees paid to the Statutory Auditors 261 2.7. Production sites, plant and equipment 51 2.8. Research and Development/Reserves and Resources 52 7 Corporate and 3 share-capital information 263 Risk factors 65 7.1. Market in the Company’s shares 264 3.1. Commodity risk 66 7.2. Share capital 268 3.2. Special relationships with Group partners 66 7.3. Company information 275 3.3. Mining and industrial risks 68 7.4. Shareholders’ agreements 279 3.4. Legal and tax risks/Disputes 71 3.5. Liquidity, market and counterparty risks 73 3.6. Insurance/coverage of risks likely to be 8 General Shareholders’ incurred by the Issuer 75 Meeting 283 8.1. Note explaining the resolutions 284 4 Corporate Governance 77 8.2. Wording of the draft resolutions within the remit of the Ordinary 4.1. Presentation of Company and Group General Shareholders’ Meeting 286 management and administrative bodies 78 8.3. Wording of the draft resolutions 4.2. List of other positions held by members within the remit of the Extraordinary of the Board of Directors and General General Shareholders’ Meeting 288 Management 90 8.4. Reports from the Statutory Auditors 4.3. Shares held by members of the Board of on the resolutions presented Directors and General Management 95 to the General Shareholders’ Meeting 289 4.4. Remuneration of Corporate Offi cers 96 4.5. Special report on share subscription and purchase options 103 9 4.6. Special report on the allocation of bonus Additional Information 291 shares 104 9.1. Persons responsible for the Registration Document 292 9.2. Statutory Auditors 293 5 Sustainable Development 105 9.3. Financial information 293 9.4. List of reports 295 5.1. Introduction 106 9.5. Table of reconciliation with 5.2. Sustainable development policy 107 the annual fi nancial report 296 5.3. Environmental information 110 9.6. Table of concordance 5.4. Environmental data 114 with European Regulation 809-2004 297 5.5. Information on societal commitments 9.7. Glossary 299 in favour of sustainable development 126 9.8. Addresses of the consolidated subsidiaries 300 Société anonyme (French public limited company) with registered capital of €80,883,303.80 Registered offi ce: Tour Maine-Montparnasse, 33, avenue du Maine, 75015 Paris, France. Registration number 632 045 381 in the Paris trade and corporate register. REGISTRATION DOCUMENT 2011 This document, prepared on the basis of the 2011 fi nancial statements, includes the material information subsequent to the approval of those fi nancial statements as obtaining at the date of its fi ling. This Registration Document was fi led with the AMF on 29 March 2012, pursuant to Article 212-13 of its General Regulation. It may be used in support of a fi nancial transaction if it is accompanied by a prospectus approved by the AMF. This document was drawn up by the Issuer on the liability of the persons signing it. 2011 REGISTRATION DOCUMENT | ERAMET • 3 4 • 2011 REGISTRATION DOCUMENT | ERAMET 1 GROUP OVERVIEW 1.1. Group profi le ...........................................................................................................6 1.2. Key fi gures/Comments on the fi nancial year ...................................................... 7 1.2.1. Key business fi gures ....................................................................................................7 1.2.2. Consolidated net cash position ....................................................................................9 1.2.3. Financing and credit facilities .......................................................................................9 1.2.4. Investments ..................................................................................................................9 1.2.5. Recent trends and outlook .........................................................................................11 1.3. History and development of the Company ........................................................ 12 2011 REGISTRATION DOCUMENT | ERAMET • 5 • GROUP OVERVIEW 1 1.1. GROUP PROFILE 1.1. GROUP PROFILE The ERAMET Group is a French mining and metallurgical group The Group has major competitive advantages: with leading global positions in each of its businesses. The • ore reserves of the highest quality in terms of both grade and Group, which employed close to 14,600 people in 2011 in some lifespan; 20 countries, generated sales of €3,603 million. • strong technological skills in mining, metallurgy, closed die- The ERAMET Group holds leading global positions in each of its forging and metal chemistry. businesses: The Group is implementing a growth strategy designed to • The Manganese Division is the world’s second-largest producer strengthen and diversify its present positions: of high-grade manganese ore at its mine in Moanda (Gabon), • widening our world leadership positions in alloys (in present the world’s second-largest producer of manganese alloys, and and new metals); the world’s leading producer of manganese chemical derivatives. • strengthening our positions in top-of-the range metallurgy; • The Nickel Division has nickel mines in New Caledonia and processes virtually all its ore itself. ERAMET is the world’s • diversifying our portfolio towards special metals with high growth seventh-largest nickel producer, the largest ferronickel producer, potential (e.g. zirconium and titanium dioxide, rare-earth metals, one of the three leading high-grade nickel producers and lithium, etc.); the global leader in nickel chloride. ERAMET is studying the • increasing the Group’s geographical diversifi cation; development of its Weda Bay nickel deposit located on the • pursuing growth in metal recycling. island of Halmahera in Indonesia. This deposit, of signifi cance on the world market, could ultimately double the Group’s nickel These policy thrusts should enable the ERAMET Group to scale up production. The fi nal investment decision is expected in 2013 its geographical diversifi cation and the diversifi cation of its metals for the fi rst phase (35,000 tonnes). portfolio, in the aim of improving its risk profi le and strengthening its fi nancial resilience. • The Alloys Division is the world’s foremost producer of high- speed steels and the second-largest global producer of closed Concerning its development, the Group takes a long-term view. die-forged parts for aerospace and energy generation. The Group acts responsibly towards its environment, employees and shareholders. It acts according to the principles of its Code of Conduct and its sustainable-development policy. 6 • 2011 REGISTRATION DOCUMENT | ERAMET GROUP OVERVIEW • 1.2. KEY FIGURES/COMMENTS ON THE FINANCIAL YEAR 1 1.2. KEY FIGURES/COMMENTS ON THE FINANCIAL YEAR 1.2.1. Key business fi gures 1.2.1.1. BUSINESS ITEMS Sales Net cash generated by operating activities (in millions of euros) (in millions of euros) 1,140 4,346 3,576 3,603 727 2,689 591 Sizeable fi nancing Sales increased 1%. capacity. 112 08 09 10 11 08 09 10 11 Current operating profi t Consolidated net cash (in millions of euros) (in millions of euros) 1,295 1,321 1,196 1,133 1,153 30% 946 32% A very sound fi nancial 739 21% position on which 554 15% to fi nance a strategic A current operating margin -163 development policy. of 15%. –6% 08 09 10 11 07 08 09 10 11 Current operating Breakdown of sales by business segment in 2011 margin as % of sales Alloys Nickel Profi t (loss) for period, Group share 27% 25% (in millions of euros) 2011 694 48% 328 195 Group share of net profit: Manganese €195 million. -265 08 09 10 11 Capital expenditure (in millions of euros) 492 419 326 286 Industrial capital expenditure up 50%. 08 09 10 11 2011 REGISTRATION DOCUMENT | ERAMET • 7 • GROUP OVERVIEW 1 1.2. KEY FIGURES/COMMENTS ON THE FINANCIAL YEAR 2011 2010 2009 Sales by Division Nickel 989 965 655 Manganese 1,713 1,858 1,289 Alloys 910 764 750 Holding co. and miscellaneous (9) (11) (5) TOTAL 3,603 3,576 2,689 Sales breakdown by geographic area Europe 1,598 1,598 1,270 North America 676 642 466 Asia 1,193 1,201 840 Other regions 136 135 113 TOTAL 3,603 3,576 2,689 1.2.1.2. SUMMARY OF CONSOLIDATED FINANCIAL STATEMENTS (to IFRS, € million) 2011 2010 2009 Sales 3,603 3,576 2,689 Current operating profi t (loss) 554 739 (163) Operating profi t/loss 491 721 (267) Profi t for the year—Group share 195 328 (265) Net cash fl ow generated by operating activities 591 727 112 Capital employed (1) 2,699 2,554 2,391 Industrial capital expenditure 492 326 286 Average workforce 14,202 14,156 14,465 (*) Excluding the impact of current projects, mainly Weda Bay. INCOME STATEMENT Profi t for the year Sales Profi t (loss) for 2011 was €303 million compared with €454 million in 2010, after the effect of: ERAMET Group sales rose slightly in 2011 over 2010, to • the €22 million positive net borrowing cost resulting from €3,603 million. This growth is mainly due to the activity of ERAMET €1.3 billion invested at some 1.86% and average debt of Alliages, driven by accelerated demand from the aerospace €270 million, also allowing for currency translation differences; sectors.