Registration Document Financial Annual Report 2012
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REGISTRATION DOCUMENT FINANCIAL ANNUAL REPORT 2012 Registration Document Financial Annual Report Year ending 31 December 2012 The present document was submitted to the French Securities Regulator (AMF) on 26 April 2012 in accordance with Article 212-13 of its General Regulations. It may be used to support a financial transaction if it is accompanied by a prospectus approved by the AMF. This document was drawn up by the Issuer and incurs the liability of its signatories. Pursuant to Article 28 of EC Regulation No. 809/2004 on prospectuses, the following information is incorporated by reference into this registration document: - the annual financial statements of NATUREX S.A as well as the statutory auditors’ report on the annual financial statements of NATUREX S.A for the financial year ended 31 December 201 as presented on pages 195 to 222 of the registration document filed with the French Securities Regulator (AMF) on 26 April 2012 under number D.12- 0424; - the consolidated financial statements of the Group as well as the statutory auditors’ report on the consolidated financial statements for the financial year ended 31 December 2011 as presented on pages 143 to 194 of the registration document filed with the French Securities Regulator (AMF) on 26 April 2012 under No. D.11-0424. - the annual financial statements of NATUREX S.A as well as the statutory auditors’ report on the annual financial statements of NATUREX S.A for the financial year ended 31 December 2010 as presented on pages 181 to 201 of the registration document filed with the French Securities Regulator (AMF) on 28 April 2011 under number D.11- 0389; - the consolidated financial statements of the Group as well as the statutory auditors’ report on the consolidated financial statements for the financial year ended 31 December 2010 as presented on pages 131 to 180 of the registration document filed with the French Securities Regulator (AMF) on 28 April 2011 under No. D.11-0389. The two aforementioned registration documents are available: - on the Company’s website, www.naturex.com, or - on the website of the French Securities Regulator (AMF), www.amf-france.org Copies of this Registration Document are available free of charge from: NATUREX SA, Site d’Agroparc – BP 1218 – 84911 Avignon Cedex 9 Contents 1. NATUREX AND ITS ENVIRONMENT History _______________________________________________________________________________ 2 Legal structure ________________________________________________________________________ 4 Key Figures 2012_______________________________________________________________________ 5 I- NATUREX: World leader in specialty plant-based natural ingredients ___________________________ 7 II- Solid positioning in high growth markets _________________________________________________ 20 2. SUSTAINABLE DEVELOPMENT I- Employee relations information _________________________________________________________ 36 II- Environmental responsibilities __________________________________________________________ 46 III- Identifying and managing the main factors of risk __________________________________________ 57 3. COMPANY GOVERNANCE AND ORGANISATION I- General information ___________________________________________________________________ 65 II- Chairman’s report on the conditions for preparing and organising of the Board of Directors’ work and the internal control procedures implemented ______________________________________________ 71 Statutory Auditors’ Report on the Chairman’s Report _______________________________________ 98 III- Corporate governance ________________________________________________________________ 100 4. CHANGES IN CAPITAL AND SHAREHOLDER STRUCTURE I- Changes in capital ___________________________________________________________________ 115 II- Changes and breakdown of the shareholder structure______________________________________ 122 III- Potential capital ______________________________________________________________________ 128 IV- Shareholder information ______________________________________________________________ 132 5. ANALYSIS OF OPERATIONS IN FY 2012 I- Comments on the 2012 consolidated financial statements __________________________________ 133 II- Comments on the NATUREX S.A. 2012 annual financial statements __________________________ 151 III- Research and development ____________________________________________________________ 156 IV- Sumptuary expenses _________________________________________________________________ 156 V- Proposal for the allocation of income and dividend distribution _____________________________ 157 VI- Dividends paid for the last three financial years ___________________________________________ 157 6. CONSOLIDATED FINANCIAL STATEMENTS AND NOTES AT 31 DECEMBER 2012 Consolidated balance sheet ___________________________________________________________ 160 Consolidated income statement ________________________________________________________ 161 Consolidated cash flow statement ______________________________________________________ 163 Change in consolidated shareholders' equity _____________________________________________ 164 Notes to the consolidated financial statements ___________________________________________ 166 Statutory Auditors’ Report on the consolidated financial statements _________________________ 219 7. NATUREX S.A FINANCIAL STATEMENTS AND NOTES AT 31 DECEMBER 2012 Balance Sheet _______________________________________________________________________ 224 Income statement ____________________________________________________________________ 225 Notes to the annual financial statements _________________________________________________ 226 Statutory Auditors’ Report on the annual financial statements _______________________________ 246 Statutory auditors’ special report on regulated agreements and commitments _________________ 248 8. RECENT DEVELOPMENTS AND OUTLOOK I- A very good start to 2013 ______________________________________________________________ 257 II- Forecasts ___________________________________________________________________________ 259 9. PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND AUDITING THE FINANCIAL STATEMENTS I- Person responsible for the registration document _________________________________________ 261 II- Person responsible for auditing the financial statements ___________________________________ 262 III- Information policy ____________________________________________________________________ 263 10. CROSS-REFERENCE TABLES WITH THE SCHEDULE OF EC REGULATION NO. 809/2004 Cross-reference table with the Schedule of EC Regulation no. 809/2004 _______________________________ 264 Cross-reference table with the information required in the annual financial report and the management report268 11. APPENDICES Statutory Auditors’ fees _______________________________________________________________________ 271 Annual registration document __________________________________________________________________ 272 Chapter 1 Naturex and its markets HISTORY 20 years of organic growth and market expansion 2013 The Group launches a new phase of development A solid foundation is laid with a capital structure supported by two long-term shareholders: SGD, held by Finasucre (the Lippens family) and Caravelle, held by Mrs. Martel Massignac. The Group also has optimised its organisation and operating capabilities to meet the challenges of the rapid growth of recent years, by strengthening its workforce and creating a Management Committee to implement its strategy. Finally, Naturex strengthened its financial base by an €18 million OCEANE convertible bond issue, with €12 million taken up by France's Strategic Investment Fund (Fonds stratégique d’Investissement or FSI) and €6 million by Salvepar (Tikehau Capital), providing additional resources to pursue its future expansion. Head office extension / Avignon 2012 Acquisition of Pektowin in Poland, Valentine in India and DBS in the United States 2012 was sadly marked by the sudden passing of Jacques Dikansky. In homage to his memory, Naturex foundation was renamed "Fondation Naturex-Jacques Dikansky". In 2012, Naturex finalised the acquisition programme launched in October 2011 with the addition of three new companies: Pektowin in Poland, specialised in the production of fruit and vegetable concentrated juices, Valentine India, specialised in the production of fruit and vegetable powders and natural colours and finally DBS in the United States, specialised in cranberry extracts. These acquisitions allowed Naturex to develop industrial bases in two emerging countries with strong growth potential and acquire a portfolio of high value added products with the acquisition of DBS. 2011 Burgundy acquisition (France and Spain) In October 2011, Naturex launched a rights issue that raised €48.8 million to finance a new acquisition cycle. Burgundy, specialised in the production and marketing of plant extracts for the nutraceutical, pharmaceutical and cosmetic industries, was the first in a series of acquisitions. With this addition, Naturex has two high- capacity quality pharmaceutical plants and benefits from an enhanced product line for the nutraceutical, pharmaceutical and cosmetic segments. 2010 Successful integration of the Ingredients Division of the Spanish group Natraceutical and continued sales development worldwide Naturex doubled its size in one year and posted record organic growth over the year, while continuing to develop its sales network. 2009 Acquisition of the Ingredients Division of the Spanish group, Natraceutical With this acquisition,