Bank Degroof is Belgium s premier independent private and investment bank,

Transcription

1 11 annual REPORT

2 Bank Degroof is Belgium s premier independent private and investment bank, with an excellent reputation in each of its fields of activity: asset management, financial markets, corporate finance, credit and structured finance, real estate activities, financial analysis as well as setup and administration of investment funds. The Bank has nearly one thousand employees managing their customers future from offices in seven countries.

3 Contents annual REPORT 05 STATEMENT FROM THE BOARD OF DIRECTORS 07 Key figures 11 Highlights 12 Private asset management 15 Sicav management 16 Institutional portfolio management 17 Setup and administration of Sicavs 18 Degroof Corporate Finance 20 Financial Markets 22 Credit & Structured Finance 24 Real estate activities 25 Financial analysis 26 Corporate social responsibility 30 International presence 35 Corporate governance 43 Management report 53 c ons Ol i dat e d financial statements 129 abridged company financial statements 138 Contacts

4 04 Annual Report 2011

5 STATEMENT FROM THE BOARD OF DIRECTORS The improvement in the economic context with which the previous year began did not unfortunately continue over into the year under review. The end of the period was marked by a brusque slowdown in growth in Europe. The doubts expressed in various quarters as to the soundness of financial institutions, the sustainability of state finances and the future of monetary union had a dampening effect on the morale of economic players, consumers, businesspeople and investors. Against this background, Bank Degroof posted results equivalent to those in the preceding year. Its consolidated net profit stood at EUR 68.1 million compared with EUR 67.8 million for the previous year. Net current profit, meanwhile, amounted to EUR 64.1 million, against EUR 65.1 million in the year before. Assets under management totalled EUR 24.2 billion at the end of the year, very slightly down on the level attained in the preceding year, owing to the negative performance of the markets and in spite of a satisfactory level of new business. Improved results were achieved in the private asset management business, corporate finance, credit activities and institutional asset management advice. The transformation activity again benefited from a positive evolution at the short end of the yield curve on which we are positioned. Results were, however, affected by the spread gap, mainly on short-term Belgian sovereign bonds. At 30 September 2011, the Bank s solvency ratio (CRD ratio) after dividends stood at 15.57% and its Tier 1 ratio at 13.89%. Both figures are well above regulatory requirements. The beginning of the financial year continued to be marked by the extremely volatile economic and financial environment and, against that background, it is hard for us to make reliable forecasts for the current year. We would like, once more, to thank our clients for the confidence they have placed in us and our staff members who, in a difficult environment, have retained their enthusiasm and motivation to work in the interest of our clients and the Bank. Regnier Haegelsteen Chairman of the executive committee Alain Siaens Chairman of the board of directors Bank Degroof 05

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7 Key figures

8 (in million EUR) Breakdown of operating income Asset management Corporate Finance and Credit & Structured Finance Market activities Normalized return on proprietary equity portfolio Total Managed undertakings for collective investment (in billion EUR) (in billion EUR) Assets under management Private customers Institutional customers Third-party undertakings for collective investment holders Total Consolidated key figures (IFRS) Group share Stated profit (in thousands of EUR) Provisions and exceptional items (in thousands of EUR) Amortization of goodwill (in thousands of EUR) Other adjustments (in thousands of EUR) (14 566) Accounting profit in the Holding portfolio 2 (in thousands of EUR) (4 915) (14 029) (6 978) Net current profit (in thousands of EUR) Normalized profit on Holding portfolio 3 (in thousands of EUR) Normalized net profit (in thousands of EUR) Number of shares Number of shares adjusted for usage rights Normalized net profit per share (in EUR) Gross dividend per share 4 (in EUR) Normalized ROE 5 (in %) CRD ratio 6 (in %) Cost/income ratio 7 (in %) % of assets managed by group companies. 2 This amount corresponds to the sum of the IFRS accounting results for the group Holding securities portfolio consisting of shares and other variable income securities after deducting administrative costs for the management of the portfolio in question. 3 The normalized profit on the Holding securities portfolio corresponds to 8.5% of its estimated average value during the year. 4 Dividend at : subject to the approval of the shareholders meeting of Normalized group net profit divided by annual average recognized shareholders equity (and including AFS reserves). 08 Annual Report 2011

9 NET INCOME million EUR EUR million (+16.2%) ASSETS UNDER MANAGEMENT 1 billion EUR 7 EUR 24.2 billion (-2.5%) NET CURRENT PROFIT 8 20 million EUR EUR 64.1 million (-1.5%) ASSETS IN OPEN CUSTODY billion EUR EUR 43.4 billion (-9.4%) NORMALIZED NET PROFIT 8 million EUR EUR 87.3 million (+4.0%) STAFF COUNT 500 persons persons (+0.1%) CaPITal STRuCTuRE 1. Acting in concert Guimard Finance SA/NV, Cobepa SA/NV, CLdN Finance SA and the Philippson, Siaens, Schockert and haegelsteen families BEFoRE ExERCISE of SToCK options (in %) AFTER ExERCISE of SToCK options Management and staff other than heading Total headings 1 and Financial partners Parmafin SA/NV (Theo Maes family) Marinvest SA/NV (Luc Waucquez family) Levifin SA/NV other Total heading Own shares Total headings 1, 2, 3 and Total number of shares The CRD ratio as at takes into account the completion of the acquisition of Degroof shares by Cobepa. 7 Cost/income ratio calculated on the basis of normalized net income, i.e. including the normalized return on the holding portfolio. The cost/ income ratio calculated on the accounting result of the holding portfolio was 69.96% in 2009, 68.88% in 2010 and 67.28% in Group share. Bank Degroof 09

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11 Highlights

12 Private asset management The past financial year was marked by a new crisis on the financial markets, which, once again, proved a harrowing testing time for investors nerves. In this context, the new management offerings, better geared to the levels of risk of the portfolios, fully proved their worth. THE PORTFOLIO MANAGERS HAD THEIR PLATES FULL DURING FINANCIAL YEAR with the escalating debt crisis within the Eurozone. They had to stay particularly agile and flexible. In so doing, they were able to rely on the new management processes set in place following the 2008 crisis. REDUCTION OF RISK Faced with the crisis, the level of risk in the portfolios reduced considerably over the year, especially from end-2010 onwards. Within the equity portion of the portfolios, progressive exits from the European financial sector were effected in favour of high-dividend European equities. These companies are more resistant in bear markets. Non-financial European (and American) companies have the benefit of a sound balance sheet structure and distribute a relatively smaller portion of their profits in the form of dividends, which should thus allow them to absorb the shock of sluggish growth or even a fall in profit levels and continue to offer investors a dividend return that is still very attractive compared with the risk-free interest rate. Commodities exposure was also reduced with the prospect of a drop in growth. These decisions eventually paid off. In the bond portion of the portfolios, the Bank remained faithful to its principles of prudence. The bond portfolios have no longer contained Greek or Portuguese bonds since , and the other peripheral countries have been greatly under-weighted. ASYMMETRIC The past financial year allowed us to measure the relevance of implementing MANAGEMENT asymmetric strategies, given the role they played as buffers in a period of financial turbulence. The offering in this area has been supplemented and diversified and now covers all asymmetric strategies. To recall, the objective of asymmetric management is to achieve reasonable performance whilst mitigating losses. Under this reactive and flexible strategy, which means that it reacts automatically to market movements and that the weight of the various categories of assets can vary rapidly, the weighting of the different asset categories (equities, bonds, commodities, etc.) fluctuates in line with their recent performance. The purpose is to take advantage of persistent positive performance, while avoiding asset categories whose recent performances are negative, as falling markets as a rule decline gradually. 12 Annual Report 2011

13 Highlights New crisis on the financial markets, which, once again, proved a harrowing testing time for investors nerves. Level of risk in the portfolios reduced considerably over the year, especially from end-2010 onwards. Asymmetric strategies they played their role as buffers in a period of financial turbulence. Influx of new capital thanks to the activity of offering long-term guidance and advice to the directors of family companies. CAPITAL INJECTIONS The Bank again booked an influx of new capital over the course of the year under review. Several factors explain this positive development. The first is that the clientele both new and old clearly appreciates Bank Degroof s model, that of an independent bank, the majority of whose capital belongs to its management and family shareholders, and which maintains long-term relations with its clients. Private clients have been reassured by the fact that Bank Degroof practises a business model centred on patrimonial management (its income stems from commissions and not from high-risk investments) and has no solvency or liquidity concerns. In addition, the Bank has for many years had a team that offers shareholders and senior company officers in-depth guidance in the management and structuring of their private and professional assets. The crisis has not prevented the sale of a certain number of undertakings and the Bank has reaped the fruits of its long-term work in offering long-term guidance and advice to the directors of family companies in every phase of their development. Finally, Bank Degroof has invested significant commercial effort in getting across to a public that is perhaps less aware of the Bank the message that it has solutions to offer to anyone with a certain» Bank Degroof 13

14 capital at their disposal and from which they will have to live once they reach pensionable age. These efforts have involved organising information sessions across Belgium, plus advertising campaigns (on the radio and in the written press) to raise awareness of the Bank. Still in the domain of communication, the Bank has boosted its information to COMMUNICATION clients, enhancing its content and improving its reach by utilising all existing channels of communication. Initial experiments with the use of social media will be built on in the coming years. Video is also increasingly being used. The Bank s website has been upgraded to make it more user-friendly. The Estate Planning team has been reinforced to meet the ever-increasing Estate Planning demand for advice. Ever-more-complex family, fiscal, legal and other developments bring a constantly increasing need for specialist advice. One recent phenomenon that stands out here is the increasing number of recomposed families. This is giving rise to a plethora of new inheritance issues, such as the difference in treatment between children and stepchildren or the protection that one might or might not wish to offer the new partner, etc. Increasing life expectancies also bring numerous implications from the point of view of the structuring and transferring of an estate, with transfers from grandparents to grandchildren, leapfrogging a generation, becoming an ever more frequent issue. 14 Annual Report 2011

15 Sicav management Total assets managed by Degroof Fund Management Company amounted to EUR 8.5 billion at 30 September 2011, compared with EUR 9.7 billion a year before. Highlights The Degroof Global Reactive range has been supplemented. The executive committee has been extended. Risk management has continued to evolve. DEGROOF FUND MANAGEMENT COMPANY (DFMC), is a Belgian subsidiary of Bank Degroof dedicated to managing undertakings for collective investment (UCITS - better known on the local market as Sicavs). The drop in assets under management by DFMC is linked to the stark drop in stock markets over the summer months. The turbulence on the equity and bond markets has confirmed the reallocation of capital to monetary investments which began in the previous financial year. The number of funds under management has, by contrast, increased by six units, representing a rise of 11%. Over the past year, new funds were added to give a total range of eight DEGROOF GLOBAL Degroof Global Reactive funds, allowing entry into each predefined risk profile REACTIVE four times a year. The excellent performance of the range has confirmed the defensive nature of the strategy, its objective being to limit losses in the event of a fall in the markets. EXECUTIVE By way of an extension to the creation of four management teams during the COMMITTEE previous year, the DFMC executive committee has been strengthened by the arrival of three new members. Fund management has been split into four separate teams: Equities, Fixed Income, Global Balanced and Alternatives. Each of these teams is headed up by a member of the executive committee, for whom these duties are his or her main occupation. The fund managers have been divided among these four teams. No one manager is a member of two management teams. Each management team organises its own Investment Committees, which take the management decisions for the funds in its range. This organisation encourages responsibility, specialism and efficiency on the part of the managers. RISK MANAGEMEMENT Risk management has continued to evolve. On top of ex ante verification of operations, risk management has improved the way market, liquidity, credit and operational risks are handled. DFMC s current risk management fulfils a pioneering role on the European market in meeting the requirements of both the European regulators and the European Commission. Bank Degroof 15

16 Institutional portfolio management In the financial year under review, a net inflow of new capital was achieved for the tenth year in a row. At end-september 2011 the amount of assets under management stood at EUR 3.6 billion. Highlights Market share in the Belgian pension funds market has risen to 31%. Increase in assets under management at DGI. In the Belgian business pension funds segment, market share (in numbers) institutional has risen to 31%, a figure that is up from 12% ten years ago. Once again, growth was portfolios borne along by new fixed income mandates. In this way the Bank is reaping the fruits of its conservative bond management strategy during the crisis. The timely sale of Greek bonds in May 2010 has been greatly appreciated by clients. New products are being developed and incorporated into our portfolio management, such as bond funds investing solely in investment grade sovereign bonds from the Eurozone. In the past financial year, the performance of the pension funds (mixed mandates) managed by Bank Degroof was in line with the market average. The active equity mandates had a difficult time in a period that can be regarded as the poorest ever for value investing. However, the prospects for our strategy in this area look very promising once the markets stabilise. At the end of 2010, Bank Degroof was the first Belgian asset manager to obtain SAS 70 certification (now ISAE 3402) for its institutional portfolio management, achieving as it did the highest possible level ( Level II ). This international audit standard confirms the quality of our internal processes and allows our pension fund clients to more easily comply with the corporate governance requirements imposed by the FSMA (Belgium s financial markets regulator). In future, Bank Degroof intends to pursue its role as a pioneer in the institutional asset management market. Degroof Gestion Institutionnelle - luxembourg (DGI) Assets under management at DGI have increased. This reflects a circa 33% growth in activity for third-party managers along with further growth in the Group s Sicavs. The European UCITS IV Directive, that came into force during the year under review, serves to strengthen DGI s business model. 16 Annual Report 2011

17 Setup and administration of Sicavs The past financial year saw contrasting developments. On the one hand an increase in number of compartments under management produced a significant inflow of new funds. On the other hand, the total amount under management fell slightly owing to the general financial markets situation. Highlights 8.6% increase in number of compartments under management. Opening of a representative office in Hong Kong. EUR 18.9 billion of assets under administration at 30 September 2011 (fall of 3.5%) The Sicav administration activity continued to grow during the year under review, with the number of compartments under management rising by no less than 8.6%. This stands in sharp contrast with the evolution of total net assets, which fell as a result of the situation on financial markets, in particular in August and September The department is concentrating its growth efforts on its reference markets, and in particular the Benelux, Switzerland, Italy, France and the United Kingdom. It is also attempting an initial breakthrough onto the Spanish market. To give greater force to its dynamism and growth ambitions, the Bank has opened a representative office in Hong Kong, after obtaining the requisite regulatory permits. The representative office, that is staffed with experienced employees and backed by a commercial team following the project from Luxembourg, intends to focus on existing Asian clients and to offer the Bank s services to promoters in Hong Kong and Singapore. Among the many challenges confronting the UCI department is the constantly tightening regulatory framework for investment funds. Following the recent legislation transposing the so-called UCITS IV directive, other regulatory projects involving taxation, the AIFMD directive and the role of the custodian bank, will also have a permanent and incisive impact on this activity. Active representation on various market committees in the Luxembourg financial centre gives the UCI department access to first-hand information on these subjects. Bank Degroof 17

18 Degroof Corporate Finance The financial year started off with a slight economic recovery but ended against a background of financial crisis. In this less than propitious environment, Degroof Corporate Finance posted very satisfactory results after successfully carrying out nearly 40 assignments in various fields (studies and advice, mergers and acquisitions, private placements and capital market transactions). STUDIES AND ADVICE Degroof Corporate Finance (DCF) completed study and advice assignments of very varied kinds, from valuations for inheritance purposes to recurrent valuations for employee incentive plans to internal liquidity. Degroof Corporate Finance also intervened in the merger of Tecteo and Association Liégeoise du Gaz (ALG) and in the take-over bid by Fingen for the Compagnie Nationale à Portefeuille (CNP), for which it issued a fairness opinion. MERGERS & ACQUISITIONS In this activity segment, several sales and acquisition assignments were completed, of which the most important were: sale of Père Olive to the French Financière L.M. group; sale of Voyages Léonard to the Luxembourg Sales-Lenz group; sale of long-lease receivables relating to a private real estate portfolio of car parks and offices to a number of institutional investors; acquisition of the infrastructure business of the Systemat Group by a consortium made up of the group s executive officers plus Luxembourg and French investors led by FIELD Sicar (L), STING (L) and EUROCAPITAL (F); acquisition of the Ghent company TIB, specialising in industrial pipework, by the Marseilles-based ADF group; acquisition of Numéricable Belgique by a consortium headed up by the French private equity group Apax Partners; acquisition of the Dutch online sales company Shop VIP by Famous Clothes, which operates under the Caméléon and Snapstore brands. 18 Annual Report 2011

19 Highlights Forty successfully completed assignments. Favourable outlook for the current financial year. PRIVATE PLACEMENTS A particularly large number of private placements took place during the year. The main operations carried out by DCF were: private placing of treasury shares held by the FNG Group distribution group; private placing of a EUR 300 million bond issue for Groupe Fluxys G via its subsidiary Fluxys Finance; private placing of a EUR 40 million bond issue for the Sarens industrial group; private placing of a capital increase for nanotechnology company Nanocyl. PUBLIC CAPITAL MARKET TRANSACTIONS The poor performance by the financial markets did nothing to encourage such operations, which were few and far between: EUR 67 million capital increase by a public subscription offer for new shares in the residential Belgian REIT Aedifica; private placing of a block of listed Orpéa shares for approximately EUR 67 million via an accelerated bookbuilding operation. OUTLOOK Despite the turbulence on the financial markets and an uncertain economic climate, the financial year offers an encouraging outlook, with a large number of assignments in hand in the studies and advice, mergers and acquisitions and private placement segments. Bank Degroof 19

20 Financial Markets With disappointing performance by the stock markets and the debt crisis in the peripheral Eurozone countries, many institutional investors have developed an aversion to risk. Treasury The Bank s treasury has benefited from the risk aversion caused by the upheaval in the financial sector and the resulting flight to quality. The growth in deposits allowed us to maintain an attractive intermediation margin despite the highly perturbed state of money markets. Institutional Bond business was sustained in spite of the turbulent sovereign debt markets. Activities The year saw very strong increases in traded volumes of corporate bonds. This business tailed off in the 3rd quarter of 2011 due to the sharp increase in the interest spread between Belgium and Germany, which made bond issues by Belgian companies less attractive. Nevertheless, the credit crunch in the banking sector in the wake of new regulations should increase companies use of the bond markets once the tensions affecting Belgian rates have abated. Fragmentation of the bond markets has greatly affected price liquidity and quality, thus emphasising the role of the adviser and broker in defending clients interests. Structured products have directly suffered the tumults of the banking sector. The team has therefore concentrated on solutions that allow clients to avoid bank issuer risk whilst offering a better return than the money market rate. For many institutional clients, the search for solutions uncorrelated to the equities market has become a priority. Stock brokerage Stock brokerage suffered from an aversion to risk capital. As in , this reflects regulatory restrictions and distrust of the way certain states are dealing with their national debt issues. The main transactions have been portfolio arbitrages, with an emphasis on high yield securities generating regular cash flows and possessing pricing power. In addition, we were involved in numerous block share re-placements. This business should increase with certain actors opting to delist from a market subject to liquidity or solvency restrictions Waning interest in equity markets has also been felt in the promotion and sale of our funds. Despite this, volumes are up thanks to the hard work by our teams both in Belgium and elsewhere. 20 Annual Report 2011

21 Highlights In a context of turbulent markets, clients continue more than ever to be the Bank s priority. Except for equities trading, all business is up year on year. Results from institutional business have exceeded expectations. Some of our specific funds (Share Gold, DGRA asymmetrical management) have been highly successful in an environment that is propitious to their particular approach. This activity continues to grow in France and new sales initiatives have been taken in Germany. Equities Sales With the fall-off in equities sales, brokerage activity is down year on year. The number of completed transactions remained constant but the fall in the markets had a negative effect on value volumes. By contrast, business in OTC and listed derivatives for professional clients continued on a rise despite strong competition and a market context that was unfavourable to investment banks. We have strengthened our position as inter-dealer brokers on the main European indices. Liquidity Liquidity providing continued to forge ahead. More than ever, the Bank continued to assist listed companies in maintaining the necessary market liquidity providing in this discouraging stock market context. Our dominant position on this market is evidence, if such be needed, of our willingness to offer our expertise and support to Euronext-listed clients. Bank Degroof 21

22 Credit & Structured Finance The main thrust of the team s activities in was aimed at maintaining the ongoing level of activity. CREDIT The main pillar of the Credit & Structured Finance activity is granting patrimonial loans to its Private Banking clients. Patrimonial loans offer private clients a flexible financing solution enabling them to continue the long-term management of their existing assets. Granted on the basis of real estate and collateral marketable securities or personal guarantees, patrimonial loans offer an interesting alternative to other sources of liquidity for: acquiring or financing real estate in Belgium or abroad; taking advantage of financial investment opportunities; purchasing an exceptional movable asset (a work of art); consolidation of existing indebtedness; exercising a stock option plan; issuing a bank guarantee as part of the disposal of a business or a real estate development; a one-off need for liquidity. Starting from a global patrimonial approach, the Bank also offers structured credits, through which it positions itself as a privileged partner of company shareholder executives in structuring and financing their professional asset portfolio at each stage of its development. At creation: acquisition of a company using leverage mechanisms (management buy out/buy in); During its life: reorganising the shareholder structure, distribution of reserves, management incentive schemes; Upon disposal: sale to a third party, transfer to the next generation, exit of a shareholder. Setting up and granting syndicated credits designated for financial or family holdings and Belgian REITs completes Bank Degroof s structured credit offering. 22 Annual Report 2011

23 Highlights Maintenance of the cash value and portfolio of client credits, thanks to sustained patrimonial credit activity. Launch of Green Fund II. The Credit & Structured Finance department manages a diversified portfolio FLOATING of investment grade European floating rate securitized bonds with a nominal RATE BONDS size of EUR 176 million (55 different positions) and a short duration (18 months). The limited activity of the portfolio and redemptions of maturing bonds explain the 33% drop in outstandings compared to CLUB DEALS The Credit & Structured Finance department is also involved in the setting up and financial management of private investment funds, structured in the form of club deals. These club deals have the specific feature of investing in unlisted assets and offering a form of governance that enables investors to stay close to their investment and even play an active role in its investment committee. Buoyed by the success enjoyed by Green Fund I, in 2011 the Credit & Structured Finance department launched Degroof Green Fund II, which had EUR 41 million of commitments at its first closing at the end of August Following in its predecessor s footsteps, Degroof Green Fund II will be investing in renewable energy production projects in Europe. In the field of real estate, the Optimmo Secundo fund (successor to the first Optimmo fund) has purchased its first properties in Belgium and France, taking advantage of the attractive conditions on the market. Optimmo Secundo had nearly EUR 20 million of commitments at its closing at the end of September The fund is currently 80% invested. Bank Degroof 23

24 REAL ESTATE ACTIVITIES Real estate activities can look back on a busy and varied year, with excellent performance. Highlights 15 very diverse missions carried out successfully. Launch of the Degroof Social Immo structure and closing of its first deal. Very encouraging outlook for IN RECENT YEARS, MORE THAN EVER BEFORE, THE BANK HAS SET UP INNOVATIVE SOLUTIONS, enabling its private and professional clients to draw benefit from trends on the real estate market. The Bank s objective in relation to real estate is to offer a globalised service and create value for its clients in the medium and long term. Bank offers each one of them a bespoke service, whether they are private, corporate or institutional (insurance companies, banks, pension funds) clients. The real estate activity has continued to progress and had a very sustained year with 15 missions successfully carried out. BELGIAN REIT The year started with the successful closing in October 2010 of the EUR 67 million capital increase of the residential Aedifica Belgian REIT. At the beginning of January 2011, the new royal decree on Belgian REITs was issued. Among other things, Belgian REITs can in future pay stock dividends. The Bank has deployed this new possibility for Cofinimmo s shareholders. SOCIAL PROJECTS On an entirely different tack, the Bank has set up a new structure called Degroof Social Immo, to structure and propose real estate projects of a social or societal nature. A first project is already underway in the Brussels suburb of Evere, in the form of a block of 38 flats, which will be made available to a Social Housing Agency via a long-term lease arrangement. Finally, also saw the closing of the following transactions: the sale of rent receivables to an insurance company; the sale of several real estate companies; financing of one of the heavyweights in real estate development Outlook Business in looks set to be very sustained, given the number of missions already underway, one of which was already successfully completed in October. This was the sale to the Aedifica Belgian REIT of a real estate company holding a block of furnished flats in the Leopold Quarter. The current year ought also to see the conclusion of several real estate certificate transactions plus the launch of new operations in the field of residential property. 24 Annual Report 2011