Press release Paris, March 20, 2008

Transcription

1 Press release Paris, March 20, 2008 Sequana Capital announces its full-year results: A year shaped by major strategic moves Recurring operating income rises 25% on a like-for-like basis Proposed dividend: 0.70, up 17% Reported sales increased 8% to 4,290 million (+1.6% on a like-for-like basis) Reported recurring operating income rose 22% to 113 million (+25% on a like-for-like basis) Pro-forma sales increased 35% to 5.4 billion Pro-forma recurring operating income rose 58% to 147 million Net debt increased to 771 million, after roughly 460 million in strategic acquisitions Resolutions by the Board of Directors to be approved by the Annual General Meeting on 21 May 2008: Dividend for the year : 0.70 per share, up 17% Nomination of a new independent board member, bringing the number of board members to 11 Change the company name from Sequana Capital to Sequana Note Considering the major acquisitions in and the need to provide data that is comparable with previous years, the financial statements are presented in three forms: reported, restated and pro-forma. Reported results: In compliance with financial reporting requirements, the reported results for the year include the activities of Dalum Papir A/S since July 1, and the activities of the Map Merchant Group since November 1,, which correspond to the acquisition dates of these entities. Restated results: Sequana Capital has restated its financial statements to exclude the activities of Dalum Papir A/S and the Map Merchant Group for the year in order to provide comparable data with the 2006 results. Pro-forma results: To provide meaningful comparable data for the years ahead, Sequana Capital is also reporting its pro-forma results, which include the activities of Dalum Papir A/S and the Map Merchant Group since January 1,. The Board of Directors of Sequana Capital (NYSE Euronext Paris: VOR) chaired by Tiberto Ruy Brandolini d Adda, met in Paris on March 19 and has examined and approved the audited financial statements for the full year. Consolidated Income Statement ( millions, except for EPS) 2006 pro forma Reported* restated Sales 5,391 4,290 4,042 3,979 EBITDA** EBITDA margin (%) 4.5% 4.8% 5.1% 4.9% Recurring operating income Operating margin (%) 2.7% 2.6% 2.9% 2.3% Recurring net income*** Recurring diluted EPS ( ) Net income (loss) attributable to shareholders **** Diluted EPS ( ) Weighted average number of shares 49,414,340 49,414,340 49,414, ,311,410 (*) These results include a non-recurring charge of 7 million pertaining to the acquisition of the Map Merchant Group (**) EBITDA: Recurring operating income before depreciation (***) Recurring net income: Recurring operating income after net finance income and recurring income taxes (***) Including 889 million in non-recurring items pertaining to the share exchange offer on SGS shares Page 1 / 8

2 According to the restated financial statements for the full year, consolidated sales increased by 1.6% to 4,042 million. Despite higher raw materials and energy prices, EBITDA grew year over year by 5% to 205 million. Recurring operating profit increased by 25% to 116 million, with an operating margin of 2.9%. Recurring net income was 79 million, up 22% from 65 million in Net income Group share was 153 million and diluted EPS was Sequana Capital continued to manage its medium and long-term assets and liabilities: Sequana Capital received an earn-out of $115 million from Legg Mason for the disposal of a 70.5% stake in the Permal Group in November Sequana Capital sold Legg Mason another 5.36% stake in the Permal Group for $78 million, reducing its stake to 1%. Concerning the European Commission s lawsuit against ArjoWiggins Appleton Ltd., a subsidiary of Sequana Capital, pertaining to alleged price fixing in the carbonless paper market in Europe between 1992 and 1995, the Court of First Instance reduced the fine by 42.5 million to million. The non-recurring income of 68 million ( reported), the difference between the recurring net income and the Net income (Group share), mainly includes the capital gain on the disposal of Permal shares ( 99 million), insurance reimbursements on Fox River ( 42 million) and the DG IV provision rehearsal ( 52 million), as well as restructuring charges ( (74) million) and a goodwill impairment charge ( (51) million). Consolidated net debt was 771 million at December 31,, compared to 376 million at December 31, This 395 million increase is mainly due to acquisitions made during the year ( 456 million), the definitive settlement of the DG IV lawsuit ( 62 million) and the dividend payout ( 29 million), which were partially offset by the proceeds and earn-out on the Permal disposal ( 137 million) and insurance reimbursements for Fox River ( 47 million). Pascal Lebard, Chief Executive Officer of Sequana Capital, stated: "For its first year of operations as a pure player in the paper sector, Sequana Capital reported a good performance in, in contrast with the performances of the rest of the industry, which reflects the pertinence of our strategy and our unique positioning. In a market in the midst of consolidation and hit by sharply higher costs, Sequana Capital has made some large-scale strategic moves. Sequana Capital has invested nearly 500 million to position Antalis as the undisputed leader in paper distribution in Europe, and the world leader excluding North America, and to strengthen Arjowiggins' business in high value-added products and in fast-growing markets. Sequana Capital's pro-forma sales increased 35% to 5.4 million in." Breakdown of sales by subsidiary ( millions) 2006 pro forma reported restated Antalis, 3,574 2,525 2,328 2,309 ArjoWiggins 2,054 2,001 1,950 1,926 Other activities Eliminations (258) (258) (258) (271) Total 5,391 4,290 4,042 3,979 Page 2 / 8

3 COMMENTS ON SUBSIDIARIES Antalis Key figures m 2006 % change % change % change pro forma reported restated pro-forma reported restated Sales 3,574 2,525 2,328 2,309 55% 9% 0.8% EBITDA % 16% 18.8% EBITDA margin (%) 3.2% 3.2% 3.5% 3.0% Recurring EBIT % 15% 22.6% Recurring EBIT margin (%) 2.6% 2.4% 2.8% 2.3% Capital employed 907 ns ROCE 10.2% ns 11.6% 9.8% +0.4 pt ns +1.8 pt On a comparable basis in, Antalis had restated sales of 2,328 million, up 0.8% from the previous year (+3.3% at constant exchange rate). EBITDA was 82 million, up 19% from the previous year. Recurring operating income increased 23% to 65 million, and the recurring operating margin improved to 2.8% from 2.3%. In, Eastern Europe, Asia, South Africa and South America reported strong growth in volumes, while Western Europe was hit by a slowdown. All segments reported higher prices, with the exception of coated paper. As a result, Antalis continued to improve its operating performances, thanks not only to rigorous cost controls but also to solid performances in industrial packaging and visual communications, market segments with high margins. From a regional perspective, growth was very strong outside of Europe, with an operating margin of over 6%. In, the market volumes were good in Eastern Europe, Asia, South Africa and Latin America, but slowed down in Western Europe. Prices, but in coated papers, were up in all market segments. Antalis succeeded to improve its operational performance thanks to a rigorous cost reduction program and a good performance in Industrial Packaging and Visual Communication, activities with higher margins. From a geographical standpoint, revenue growth was solid outside of Europe, with an operating margin exceeding 6%. In, Antalis maintained an active investment policy and selective acquisition strategy. Its strategy is to boost market share at the domestic level because profitability in the distribution sector is directly linked to the size of market share. Therefore: Antalis has become the European leader in paper distribution thanks to the acquisition of Map Merchant Group, the paper distribution division of M-real. The merger lends Antalis the necessary critical mass to benefit from better purchasing terms, to apply a selective commercial policy, and to optimize its supply chain. Antalis expects to improve its operating margin to 3.5% by The first months of the integration process have been very smooth, which supports this forecast. Expected synergies have been confirmed, both in terms of optimizing the supply chain and improving purchasing terms. The disposal of Premier Paper Group Ltd., as requested by the European Commission, is expected to close with the British group Beswick Paper by the end of March. In France, Antalis also acquired Axelium, France's fifth largest paper distributor. Antalis sold off its paper activity to the Australian group PaperlinX in Italy, market where it lacked critical mass. The group also reinforced its industrial packaging division in France, a market segment with high margins, through the acquisition of packaging division of Versel, and Paxor, a distributor of packaging machines and products. In South Africa, Antalis bought out Kodak Nexpress, a distributor of products and services for digital color printers, printing systems and monochrome publishing. Page 3 / 8

4 ArjoWiggins Key figures m pro forma reported restated 2006 reported % change pro-forma % change reported % change restated Sales 2,054 2,001 1,950 1,926 7% 4% 1.3% EBITDA % 1% -1.0% EBITDA margin (%) 7.2% 7.2% 7.2% 7.4% Recurring EBIT % 14% 13.3% Recurring EBIT margin (%) 3.7% 3.6% 3.7% 3.3% Capital employed 769 ns ROCE 9.8% ns 10.3% 7.9% +1.9 pt ns +2.4 pt On a comparable basis in, ArjoWiggins had restated sales of 1,950 million, up 1.3% (+4.7% at constant exchange rates). ArjoWiggins continued to face up to higher raw material prices. Costs increased by nearly 34 million, but were partially offset by reductions in fixed costs. EBITDA was at 141 million. Recurring operating income grew by 13% to 73 million, and the operating margin improved to 3.7% from 3.3%. In, the market environment remained tough throughout the year due to slow growth in the European market, ongoing price increases for paper pulp and raw materials, an abrupt drop in the dollar against the euro and the excessively slow pace of industry consolidation. As part of the strategy launched in early 2006, which aims to reposition the company in higher valueadded products specializing in environmental protection and security, as well as in fast-growing regions, Arjowiggins made several acquisitions and structural improvements in and early 2008: A purchase agreement was signed for the acquisition of Zanders mill, a German manufacturer of carbonless paper and fine papers (the acquisition is pending approval by the European competition authorities) Acquisition of Dalum Papir A/S, Europe's leading manufacturer of 100% recycled paper Acquisition of Greenfield SAS, a producer of premium-quality recycled paper pulp Acquisition of a tracing paper plant in Qhuzhou, China Start-up of a technical paper plant in Shoughang, China Creation of Image Paper Asia, a joint venture with Antalis Construction and opening of a transformation plant in Bor, Czech Republic Opening and reorganization of a customer services centre in Prague for customers outside of France and the UK Construction and opening of an Italian plant to integrate RFID components in biometric passports. CORPORATE GOVERNANCE Sequana Capital's Board of Directors will ask shareholders to approve the following resolutions, among others, at the Annual General Meeting on 21 May 2008: Payment of a dividend of 0.70 for the year, up 17% Nomination of a new board member (Jean-Pascal Beaufret), bringing the total number of board members to eleven Change the company name from Sequana Capital to Sequana. Page 4 / 8

5 Lastly, Sequana Capital has separated the functions of Chairman and Chief Operating Officer as of July 1,, the date on which DLMD, Pascal Lebard's investment company, acquired a 22% stake in Sequana Capital from Ifil Investissements SA, which thereby reduced its stake from 48.9% to 26.7%. Ifil Investissements SA and DLMD have signed a shareholders agreement, acting in concert, for an initial period of three years. OUTLOOK For the year 2008, Sequana Capital expects its recurring operating income to improve year over year. Antalis is expected to report significant growth in recurring operating income due to the implementation of synergies on the Map Merchant Group acquisition. Given the increase in external costs and unfavorable exchange rate evolution since the beginning of the year, Arjowiggins is expected to report a decline of its recurring operating income in the first half of 2008, before swinging back into growth in the second half, thanks notably to its planned policy of price increases as well as additional cost-cutting programs launched earlier this year. Pascal Lebard adds: "Without neglecting the challenging market environment, which mainly impacts our production business, we are looking towards the year 2008 with confidence, and will pursue our strategy of growth and margin improvement with serenity." UPCOMING EVENTS/ANNOUNCEMENTS First-quarter 2008 sales 23 April 2008 Annual General Meeting of shareholders 21 May 2008 First-half 2008 results 25 July 2008 Third-quarter 2008 sales 29 October 2008 About Sequana Capital Sequana Capital (NYSE Euronext Paris: VOR) is a diversified paper group active in paper manufacturing and distribution, with two 100%-owned subsidiaries: Antalis: The European leader in the distribution of paper and industrial packaging products in Europe. Present in 44 countries, Antalis has 7,900 employees. ArjoWiggins: World leader in creative and technical papers, the company is active in 82 countries with 7,700 employees. With 16,000 employees worldwide, Sequana Capital reported pro-forma sales of 5.4 billion in. Sequana Capital Pascal Bantegnie +33 (0) contact@sequanacapital.fr Image Sept Florence Riu +33 (0) * * * * * * * * * * Page 5 / 8

6 APPENDIX BIOGRAPHY OF JEAN-PASCAL BEAUFRET Jean-Pascal Beaufret, age 57, is a graduate of the Ecole des Hautes Etudes Commerciales (HEC) and the Ecole Nationale d Administration (ENA). He has held high-profile positions at the French Treasury as well as in banking and industry. He was recently appointed to the Executive Board of Natixis, where he is responsible for supervising all of the functional departments (finance, risk, human resources, organisation, information systems, communications, internal audits, etc.) and the asset management division. CONSOLIDATED FINANCIAL STATEMENTS (IFRS) Consolidated income statement ( millions) 2006 Sales 4,290 3,979 Other operating income Purchases consumed and change in inventories (2,873) (2,622) Personnel expenses (696) (671) External expenses (512) (499) Taxes other than income taxes (30) (37) Depreciation and amortization (92) (102) Allowances to provisions Other operating expenses (30) (23) Recurring operating income Other operating income and expenses (39) (66) Operating income Income from cash and cash equivalents 3 15 Cost of gross debt (10) (42) Other finance income and expenses Net financial income 3 18 Income taxes (44) (40) Net income of consolidated companies 33 5 Share of earnings of associates - 1 Net income of continuing operations 33 6 Net income of discontinued operations Net income Total NET INCOME - GROUP SHARE Net income attributable to minority interests (1) Earnings per share - Weighted average number of shares outstanding 49,321, ,145,825 - Average number of shares retained after dilution 49,414, ,311,410 Earnings per share Earnings per share on continuing operations Earnings per share on discontinued operations Earnings per share Diluted earnings per share Earnings per share on continuing operations - diluted Earnings per share on discontinued operations - diluted Earnings per share - diluted Page 6 / 8

7 Consolidated balance sheet ASSETS ( millions) Non-current assets Goodwill Other intangible assets Property, plant and equipment Investments in associates 3 3 Non-current financial assets Deferred tax assets Other non-current assets TOTAL NON-CURRENT ASSETS 1,726 1,652 Current assets Inventories Trade receivables 1, Other receivables Current financial assets Cash and cash equivalents TOTAL CURRENT ASSETS 2,132 1,945 Assets held for sale TOTAL ASSETS 3,862 3,706 EQUITY AND LIABILITIES ( millions) Equity Share capital Additional paid-in capital Cumulative translation adjustment (64) 23 Retained earnings and other consolidated reserves 1, Net income attributable to shareholders SHAREHOLDERS' EQUITY 1,277 1,233 Minority interests TOTAL EQUITY 1,287 1,244 Non-current liabilities Provisions Debt Deferred tax liabilities Other non-current liabilities 9 6 TOTAL NON-CURRENT LIABILITIES 1, Current liabilities Provisions Debt Trade payables Other payables TOTAL CURRENT LIABILITIES 1,447 1,685 Liabilities related to assets held for sale 32 TOTAL EQUITY AND LIABILITIES 3,862 3,706 Page 7 / 8

8 Consolidated cash flow statement ( millions) 2006 Cash flows from operating activities Net income - Total Elimination of non-cash and non-operating income and expenses: +/- Depreciation, amortisation and allowances to provisions (except on current assets), net (41) 152 +/- Capital gains and losses on disposals (160) (970) +/- Other non-cash income and expenses (1) (2) +/- Income tax expense and income (including deferred taxes) Share of earnings of associates (1) - Share of earnings of associates held for sale (62) Gross cash flow from operating activities (17) Dividends received from non-group companies (6) (3) - Taxes paid (42) (7) - Change in operating working capital (73) 26 +/- Change in loans and guarantee deposits CASH FLOWS FROM OPERATING ACTIVITIES (34) 147 Cash flows from investing activities - Expenditure on acquisitions of property, plant & equipment and intangible assets (101) (131) + Proceeds from disposals of property, plant & equipment and intangible assets Expenditure on acquisitions of financial assets (4) (1) + Proceeds from disposal of financial assets /- Impact of changes in scope of consolidation (40) (18) +/- Impact of operations held for sale /- Other flows related to investment activities (38) 19 CASH FLOWS FROM INVESTING ACTIVITIES Cash flows from financing activities Dividends paid to parent company shareholders (29) (350) Dividends paid to minority interests in consolidated companies Dividends received from associates and non-group companies 6 3 Dividends received from associates held for sale 37 Increase (or decrease) in share capital - cash Increase (or decrease) in share capital - minority interests 8 + Payments received on exercise of stock options /- Buybacks and disposals of treasury shares (2) + Cash received on new borrowings Reimbursement of borrowings (337) (389) +/- Change in marketable securities with maturities greater than three months Net interest paid (4) (1) +/- Other flows related to financing activities (7) CASH FLOWS FROM FINANCING ACTIVITIES (86) (526) Effects of fluctuations in exchange rates (10) (6) CHANGE IN NET CASH AND CASH EQUIVALENTS (58) (193) Net cash and cash equivalents at start of year Net cash and cash equivalents at end of year INCREASE (DECREASE) IN NET CASH AND CASH EQUIVALENTS (58) (193) Analysis of net cash and cash equivalents at end of year Cash and cash equivalents Current bank borrowings and bank overdrafts (50) (48) NET CASH AND CASH EQUIVALENTS AT END OF YEAR Page 8 / 8