Annual Report 2012
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ANNUAL REPORT HISTORY ........................................................................................................................................................................................................................3 PORTFOLIO OF HOLDINGS ..........................................................................................................................................4 OVERVIEW ................................................................................................................................................................................................................5 KEY DATA ......................................................................................................................................................................................................................6 CORPORATE GOVERNANCE ..................................................................................................................................10 MANAGEMENT REPORT ....................................................................................................................................................11 OF THE BOARD OF DIRECTORS CHAIRMAN'S MANAGEMENT REPORT ........................................................................................40 THE COMPANY'S FINANCIAL RESULTS ....................................................................................48 FOR THE LAST FIVE YEARS COMPARATIVE BALANCE SHEETS ............................................................................................................50 COMPARATIVE INCOME STATEMENTS ......................................................................................52 NOTES TO THE BALANCE SHEET ..............................................................................................................53 AND INCOME STATEMENT STATUTORY AUDITORS' REPORTS ..........................................................................................................62 RESOLUTIONS OF THE COMBINED GENERAL MEETING ..........73 OF 8 APRIL 2013 DUTIES OF EXECUTIVE OFFICERS ........................................................................................................87 AS AT 31 DECEMBER 2012 HISTORY History Oveview Key data Corporate governance Management report Chairman's management report Financial results Comparative balance sheets Comparative income statements Notes to the balance sheet Statutory auditors' reports Resolutions Duties of executive officers HISTORY Takeover of SALVEPAR by the TIKEHAU Group 2012 Investments: GL EVENTS (addition), HEURTEY PETROCHEM (addition) Reduction: LATECOERE, THERMADOR Disposals: ACTIA Group, LOHR 2011 Investments: COURTEPAILLE, ECOTEL CHOMETTE FAVOR, HEURTEY PETROCHEM, IPSOS 2010 Disposals: FACEO (via FACEAX VCF), FAIVELEY Transport (balance) Investments: HEURTEY PETROCHEM, LE NOBLE AGE, 2009 SOCOTEC (bonds with equity warrants), SPIE BATIGNOLLES, 2008 Disposals: FAIVELEY Transport, GEODIS Investments: FACEO (via FACEAX VCF), GL EVENTS, 2007 NORBERT DENTRESSANGLE, STEF, THERMADOR Since Diversification of investments through equity interests in sectors other than 1990 transportation followed by enhanced portfolio turnover SOCIÉTÉ GÉNÉRALE becomes an equity partner of SALVE, 1969 through its subsidiary SOGENAL which takes a majority interest in 1986 via SG CAPITAL DÉVELOPPEMENT 1953 Listing on Stock Exchange of Nancy; development of equity investments in companies specialising in road transportation Creation of SALVE ( Société Alsacienne de Véhicules Électriques, Alsatian Electric 1929 Vehicle Company) by engineers specialised in electrification works on the Rhine: in 1972 the company changes its name to SALVEPAR 2012 - SALVEPAR ANNUAL REPORT 3 PORTFOLIO OF HOLDINGS NET BOOK VALUE AS AT 31/12/12 6.3% THERMADOR 5.9% STEF 9.5% 5.6% NORBERT DENTRESSANGLE TOUAX 4.3% LE NOBLE AGE 11.2% 4.2% IPSOS LISTED GL EVENTS COMPANIES 4.1% HEURTEY PETROCHEM 1.5% 2.7% / LATÉCOÈRE LIPPI 1.5% / LACROIX 4.6% NON-LISTED SOCOTEC COMPANIES 7.0% 5.3% ECF COURTEPAILLE 6.4% 6.8% AFICA POLYGONE 6.6% 6.6% SPIE BATIGNOLLES RG SAFETY TOTAL : €136,120,591 4 2012 - SALVEPAR ANNUAL REPORT OVERVIEW History Oveview Key data Corporate governance Management report Chairman's management report Financial results Comparative balance sheets Comparative income statements Notes to the balance sheet Statutory auditors' reports Resolutions Duties of executive officers OVERVIEW In Europe, 2012 was marked by significant Finally, although financial tensions eased significantly institutional progress and a strong commitment from in the second half of the year thanks to this boost of the ECB, which allowed the pressure on the debt of confidence triggered by the ECB, the level of activity peripheral countries to be reduced. Against this was not sufficient to prevent the euro zone from falling backdrop, following a difficult first half, the equity back into recession in 2012. GDP contracted in Q2 markets staged a strong recovery in the second half of and Q3, after stagnating in Q1, and it is likely that the year. the decline in activity has continued in Q4. Meanwhile, the unemployment rate in France rose again and reached a record high of 11.8% in Events during the year November, vs. 10.7% in December 2011. The first part of the year closely mirrored the trends of 2011, with market volatility and investors closely Financial market performance focused on the news from Europe. Thus, after S&P's downgrade of nine eurozone countries in January, the Although the year proved ultimately very positive for Eurogroup approved a rescue plan for Greece in late the European equity markets, with a rise of 13.8% February which included private sector involvement over the year in the Eurostoxx 50, 13.0% in the (PSI) in the restructuring of its debt. CAC 40 and 14.3% in the SBF 250, this performance Meanwhile, the ECB continued to inject liquidity via occurred mainly in the second half of the year as a second LTRO plan (three-year loan granted by the shown by the sequence of events described above. The ECB to banks to eliminate liquidity risk). Investor bond market was much more consistent, as it was reaction to these measures proved positive, triggering supported by investors’ search for yield. good performance by the equity and bond markets in the first three months of the year. However, political Management of Salvepar’s portfolio tensions in Greece, coupled with the double downward revision of the Spanish budget deficit target In this context, Salvepar saw moderate activity during for 2012, undermined the financial markets between 2012. The company raised its holding in Heurtey March and July. As the single currency reached a low Petrochem to 6.0% of the capital, and participated in point of $1.206 in late July and Spanish 10-year bond the capital increase of GL Events for approximately yields soared to more than 7.6%, the ECB President, €1m. The equity interests of Salvepar overall recorded Mario Draghi, announced that the ECB was "ready to a good year in 2012 thanks to strong resistance in their do whatever it takes to save the euro." domestic French market as well as continued Investors then felt that the risk of an immediate international growth for those with exposure outside collapse of the euro zone was greatly reduced and the France. The valuation of the company portfolio market ended the year up sharply, driven by renewed suffered from the challenging environment in the optimism from this announcement and the equity markets during the first half of the year, but implementation of the first steps towards a banking enjoyed a sharp turnaround in its restated Net Asset union in the euro zone. Value in the second half. 2012 - SALVEPAR ANNUAL REPORT 5 KEY DATA FINANCIAL FIXED ASSETS €136.5 m NET DIVIDEND PER SHARE € SHAREHOLDERS' EQUITY €59.96 m 55.5 NET INCOME AFTER TAX €-2.18 m VARIATION VARIATION IN NET DIVIDENDS IN FINANCIAL FIXED SHAREHOLDERS' EQUITY PAID PER SHARE ASSETS AFTER DISTRIBUTION (in €m) (in €m) (in €) 149.02 55.5* 147.10 140.29 136.5 132.20 124.78 126.66 117.34 120.84 109.19 92.31 59.96* 6.00 4.00 4.00 0.50 1.00 2007 2008 2009 2010 2011 2012 2007 2008 2009 2010 2011 2012 2007 2008 2009 2010 2011 2012 * Based on dividends proposed to * Based on dividends proposed to the General Meeting dated 8 April 2013 the General Meeting dated 8 April 2013 VARIATION IN INCOME AFTER TAX Net Income from Net income from Net income investment transactions long-term operations (in €m) 24.29 22.37 12.08 11.81 9.38 8.96 3.24 4.01 2.38 2.71 2.85 1.92 0.91 0.24 3.49 - 1.47 - 2.18 - 6.19 2007 2008 2009 2010 2011 2012 6 2012 - SALVEPAR ANNUAL REPORT KEY DATA History Oveview Key data Corporate governance Management report Chairman's management report Financial results Comparative balance sheets Comparative income statements Notes to the balance sheet Statutory auditors' reports Resolutions Duties of executive officers SHAREHOLDERS SHARE PRICE 7.82% 140,00 Free float 120,00 100,00 80,00 60,00 40,00 20,00 0,00 Mar. Jun Sept. Dec. Mar. Jun Sept. Dec. Mar. Jun Sept. Dec. 2010 2010 2010 2010 2011 2011 2011 2011 2012 2012 2012 2012 Share price NAV 92.18% / Tikehau Participations et Investissements NET ASSET VALUE 200 180 184.2 174.5 180 176.6 167.7 160 162.8 160.2 154.1 160 150.4 144.3 140 137.6 140 120 m € 120 117.7 112.8 n 111.5 i m e € 107.1 100 r 104.9 a n 102.3 i 98.5 h 100 96.0 s V 92.2 r 87.9 e A p 80 N V 80 A N 60 60 40 40 20 20 0 0 Jun-08 Dec-08 Jun-09 Dec-09 Jun-10 Dec-10 Jun-11 Dec-11 Jun-12 Dec-12 NAV per share (in €m) NAV (in €m) 2012