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Name | Symbol | Market | Type |
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Akbank 5.000% A | LSE:16OG | London | Bond |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 100.25 | 0 | 01:00:00 |
RNS Number:7637C Perstorp AB 27 April 2001 PART 2 The Perstorp Group Comments on Pergo's accounting principles, earnings and financial position for the report period, as well as this company's outlook for 2001, are presented in Pergo's interim report. Comments on results, or financial position and during the report period that pertain exclusively to Perstorp excluding Pergo are presented in the Pro forma accounts section. Accounting principles The accounting principles and calculation methods used in the consolidated financial statements are the same as those applied in the 2000 Annual Report. Results during the report period NET SALES amounted to SEK 2,261 m (2,414). The decrease is due to the fact that the year-earlier period includes SEK 474 m for Perstorp Surface Materials, which has now been divested. OPERATING EARNINGS amounted to SEK 14 m, which is SEK 229 m lower than in the corresponding period in 2000. Items affecting comparability amounted to a charge of SEK 12 m (revenue: 75). The costs of SEK 12 m affecting comparability derived mainly from the restructuring of the Group and the takeover process. The revenue of SEK 75 m for the year-earlier period related to the capital gain from the sale of Surface Materials operations. OPERATING EARNINGS ADJUSTED for items affecting comparability amounted to SEK 26 m (168). The deterioration was due mainly to the operating loss reported by Pergo for the period. OTHER OPERATING REVENUES AND EXPENSES amounted to revenue of SEK 36 m (3), with exchange-rate effects accounting for most of the increase, of which Perstorp excluding Pergo accounted for SEK 25 m and Pergo for SEK 9 m. EARNINGS FROM PARTICIPATIONS IN ASSOCIATED COMPANIES, which pertained mainly to Witex AG, amounted to SEK 3 m (-) and were attributable to the Pergo subgroup. Perstorp Clariant AB, an associated company within chemical operations that manufactures water-borne dispersions, is continuing to be affected by depressed margins, contributed earnings of SEK 1 m (3). Accordingly, earnings from participations in associated companies totaled SEK 4 m (3). NET FINANCIAL ITEMS amounted to revenue of SEK 9 m (expense: 13). The improvement compared with the year-earlier period was due mainly to the acquisition of withdrawal rights from Alecta at a price lower than nominal value and the following redemption of the rights at nominal value. The financial net was adversely affected by an increase in working capital and higher interest rates compared with the year-earlier period. TAX COSTS totaled SEK 8 m (93). Accordingly, the tax rate was 35% (40), which is the estimated effective tax rate for the entire year. Adjusted for the sale of Perstorp Surface Materials, the tax rate for the year-earlier period was 37%. Actual tax accounted for SEK 6 m and deferred tax for SEK 2 m of total tax for the report period. Financial position TOTAL ASSETS rose by SEK 524 m compared with December 31, 2000 to SEK 8,450 m (7,926) at the end of the period. The change in total assets was due mainly to an increase in accounts receivable and inventories, a stronger US dollar and the fact that deferred tax receivables are reported gross as of 2001. Pergo accounted for most of the increase. WORKING CAPITAL (current operating receivables and inventories less current operating liabilities) rose by SEK 338 m during the period, mainly due to Pergo. The working capital turnover rate declined from a multiple of 5.5 to 4.6. INTANGIBLE FIXED ASSETS amounted to SEK 138 m (137), of which goodwill accounted for SEK 116 m (119), which was entirely attributable to Perstorp excluding Pergo. PROVISIONS rose by SEK 119 m during the quarter, due mainly to the fact that deferred tax receivables are reported gross as of 2001. In the past, the deferred tax receivable on tax loss carryforwards, which amounted to SEK 113 m at year-end 2000, was reduced from provisions. NET DEBT rose during the period to SEK 2,006 m (1,509) on March 31. The increase was mainly due to a rise in working capital requirements. SHAREHOLDERS' EQUITY rose by SEK 128 m compared with December 31, 2000 to SEK 4,066 m (3,938) at the end of the period. Shareholders' equity was affected positively by exchange-rate effects in an amount of SEK 111 m and by net profit for the period of SEK 17 m. CONTINGENT LIABILITIES rose by SEK 11 m compared with December 31, 2000, due to an increase in sureties. INVESTMENTS amounted to SEK 147 m, of which Perstorp excluding Pergo accounted for SEK 88 m. Total investments included SEK 76 m for strategic investments, meaning major investments that result in a significant increase in the value of a particular subgroup. FREE CASH FLOW was negative in an amount of SEK 270 m (positive: 157). The decrease compared with the year-earlier period was attributable in part to the high amount of working capital at the beginning of the current report period and in part to the decrease in operating earnings compared with the year-earlier period. Cash flow from operations was negative in an amount of SEK 340 m (positive: 201). Personnel The number of Group employees at the end of the period was 3,401 (Dec 31, 2000: 3,523), of which Perstorp excluding Pergo accounted for 2,455 (Dec 31, 2000: 2,451). The change in the number of Group employees was mainly attributable to a reduction in Pergo's work force. Net sales Perstorp Group SEK m Q I Q I Most recent Full year 2001 2000 12 months 2000 Perstorp Specialty Chemicals 828 700 3,176 3,048 Perstorp Chemitec 465 350 1,691 1,576 Perstorp Formox 167 148 764 745 Perstorp Composites 113 85 372 344 Other items including eliminations -148 -84 -493 -429 Perstorp excl. Pergo 1,425 1,199 5,510 5,284 Pergo 874 867 3,721 3,714 Demerged business units including -38 348 -155 231 eliminations Group 2,261 2,414 9,076 9,229 Operating earnings Perstorp Group SEK m Q I Q I Most recent Full year 2001 2000 12 months 2000 Perstorp chemical operations 88 120 461 493 (former Perstorp Chemicals) Others -22 65 -13 74 Perstorp excl. Pergo 66 185 448 567 Pergo -52 56 -266 -158 Demerged business units - 2 - 2 including eliminations Group 14 243 182 411 Operating earnings, adjusted for items affecting comparability Perstorp Group SEK m Q I Q I Most recent Full year 2001 2000 12 months 2000 Perstorp chemical operations 88 120 444 476 (former Perstorp Chemicals) Others -10 -10 -14 -14 Perstorp excl. Pergo 78 110 430 462 Pergo -52 56 29 137 Demerged business units - 2 - 2 including eliminations Group 26 168 459 601 Earnings Perstorp Group Consolidated income statement Q I Q I Most Full recent year SEK m 2001 2000 12 months 2000 Net sales 2,261 2,414 9,076 9,229 Cost of goods sold -1,815 -1,776 -7,119 -7,080 Gross earnings 446 638 1,957 2,149 Sales, administration and R&D costs -460 -476 -1,616 -1,632 Items affecting comparability -12 75 -277 -190 Other operating revenues and expenses 36 3 109 76 Result from participation in associated 4 3 9 8 companies Operating earnings 14 243 182 411 Net financial items 9 -13 -50 -72 Earnings before taxes 23 230 132 339 Taxes -8 -93 -37 -122 Minority share in net profit 2 3 9 10 Earnings after taxes 17 140 104 227 Earnings per share, SEK 0.24 1.96 1.45 3.17 Earnings per share after full conversion, SEK 0.26 1.94 1.50 3.16 Consolidated Balance Sheet Perstorp Group SEK m March 31, Dec 31, March 31, 2001 2000 2000 Intangible fixed assets 138 137 35 Tangible fixed assets 3,745 3,612 3,265 Deferred tax receivables 1) 127 31 - Financial fixed assets 532 517 317 Inventories 1,195 1,110 1,005 Current operating receivables 2,657 2,427 2,061 Current financial assets 30 27 163 Cash and bank 26 65 179 Total assets 8,450 7,926 7,025 Restricted shareholders' equity 2) 1,936 1,783 2) Unrestricted shareholders' equity 2) 2,130 2,155 2) Total shareholders' equity 4,066 3,938 3,965 Minority interests 42 42 43 Provisions 1) 573 454 503 Long-term liabilities 87 58 269 Current operating liabilities 1,632 1,802 1,670 Current financial liabilities 2,050 1,632 575 Total shareholders' equity and 8,450 7,926 7,025 liabilities 1) Up to year-end 2000, the deferred tax receivable related to unutilized tax loss carryforwards was reported among provisions as a reduction of deferred tax liabilities. 2) The item has not been divided among restricted and unrestricted shareholders' equity, during the comparative period. Key Ratios Perstorp Group Q I Q I Most Full year recent 2001 2000 12 months 2000 Turnover rate - total capital, times/year 1.1 1.3 1.2 1.2 - working capital, times/year 4.6 5.5 5.3 5.5 Operating margin, % 0.6 10.1 2.0 4.4 Return on - total capital, % 3 14 3 6 - shareholders equity, % 2 15 3 6 - capital employed, % 4 20 4 8 Debt ratio, times 0.5 0.1 0.5 0.4 Equity ratio, % 49 57 49 50 Interest-coverage ratio, times 1.6 7.2 2.1 3.9 Shareholders' equity per share, SEK 57 55 57 55 Free cash flow/net sales, % -12 7 -2 3 Number of shares outstanding 71,589,720 71,584,341 71,589,720 71,589,720 Number of shares after full 74,114,341 74,114,341 74,114,341 74,114,341 conversion Average number of shares 71,589,720 71,584,341 71,587,030 71,587,030 Cash flow analysis, summary Perstorp Group SEK m Q I Q I Most Full recent year 2001 2000 12 months 2000 Operating earnings 14 243 182 411 Depreciations 120 127 692 699 Change in working capital -338 -84 -814 -560 Current investments in fixed assets -71 -51 -246 -226 Adjustment for divested fixed assets 9 - 50 41 Operating cash flow -266 235 -136 365 Standard tax related to operating earnings -4 -78 -58 -132 Free cash flow -270 157 -194 233 Net financial items 9 -13 -50 -72 Reversal of standard tax 4 78 58 132 Taxes paid/change in deferred tax receivables -131 -65 -89 -23 Adjustment item, including exchange-rate 48 44 148 144 differences Cash flow from operations -340 201 -127 414 Strategic investments in fixed assets and company -76 -34 -1,014 -972 acquisitions Effect of divestments/dividend payments - 562 - 562 Cash flow before dividend -416 729 -1,141 4 Dividend to shareholders - - -286 -286 Net cash flow -416 729 -1,427 -282 Free cash flow per share, SEK -3.77 2.19 -2.71 3.25 Net debt at beginning of period 1) -1,509 -1,754 -433 -1,754 Net cash flow -416 729 -1,427 -282 Net debt in acquired/demerged operations - 601 - 601 Currency effects -81 -9 -146 -74 Net debt at end of period -2,006 -433 -2,006 -1,509 1. Effective the fourth quarter of 2000, a changed definition of net debt is applied in order to adapt to the Swedish Society of Financial Analysts' recommendations. According to the previous definition, net debt would have amounted to SEK 1,222 m at the end and SEK 1,597 m at the beginning of 2000. Shareholders' Equity Perstorp Group Q1 2001 Q1 2000 SEK m Share Restricted Non-restricted Total Total 2) capital reserves reserves At 716 1,067 2,155 3,938 3,776 beginning of period Earnings 17 17 140 for the period Dividend Other -156 267 111 49 changes At end of 716 911 2,439 4,066 3,965 period 2000 Full year SEK m Share capital Restricted Non-restricted Total reserves reserves At beginning 716 1,359 1,701 3,776 of period Earnings for 227 227 the period Dividend -286 -286 Other changes -292 513 221 At end of 716 1,067 2,155 3,938 period 2) Amounts for the comparative period have not been divided into restricted shareholders' equity and unrestricted shareholders' equity. Quarterly Data Perstorp Group Consolidated income statement 1999 SEK m I II III IV Net sales 2,549 2,792 2,544 2,467 Cost of goods sold -1,830 -1,979 -1,825 -1,723 Gross earnings 719 813 719 744 Sales, administration and -572 -605 -541 -563 R&D costs Items affecting comparability -15 -48 -37 14 Other operating revenues and expenses -3 -8 -4 20 Results from participations in 4 7 6 1 associated companies Operating earnings 133 159 143 216 Net financial items -14 -23 -38 -25 Earnings before taxes 119 136 105 191 Taxes -42 -57 -94 -88 Minority share in net profit 0 2 7 2 Net profit for the year 77 81 18 105 Consolidated income statement 2000 2001 SEK m I II III IV I Net sales 2,414 2,215 2,193 2,407 2,261 Cost of goods sold -1,776 -1,627 -1,719 -1,958 -1,815 Gross earnings 638 588 474 449 446 Sales, administration and -476 -416 -364 -376 -460 R&D costs Items affecting comparability 75 0 -45 -220 -12 Other operating revenues and 3 13 14 46 36 expenses Results from participations in 3 3 6 -4 4 associated companies Operating earnings 243 188 85 -105 14 Net financial items -13 -14 -19 -26 9 Earnings before taxes 230 174 66 -131 23 Taxes -93 -61 -24 56 -8 Minority share in net profit 3 4 1 2 2 Net profit for the year 140 117 43 -73 17 The Perstorp share At the end of the period, the prices per Perstorp A and B share were SEK 102 and SEK 97.50, respectively, equal to market capitalization of SEK 7,018 m. The corresponding prices at the end of the preceding year were SEK 75 and SEK 66, respectively, and market capitalization was SEK 4,802 m. The public takeover offer from Sydsvenska Kemi AB has contributed to this increase by 46.1 %. The Stockholm Exchange's yield index declined by 18.1% during the period. The Dow Jones European index for specialty chemical companies decreased by 14.3%. Dividend, Annual General Meeting and reporting dates As indicated above, the Board of Directors proposes that the Annual General Meeting approve the spin-off of all of the shares in Pergo AB to Perstorp shareholders, in proportion to their current holdings of shares in Perstorp AB. A cash dividend of SEK 2.00 (4.00) per share is also proposed. The Board also proposes that the Annual General Meeting provide the Board with renewed authorization to make decisions regarding the repurchase of Perstorp shares corresponding to a maximum of 10% of the shares outstanding. The reason for the repurchases is to provide the Board with an additional instrument for use - if considered necessary - in efforts to boost shareholder value. It is proposed that such authorization will apply until the following Annual General Meeting. Any such repurchases could be effected via the stock exchange or through an offer to shareholders. It is proposed that the Board's authorization also include permission, within the confines of Swedish legislation, to transfer repurchased shares. The Annual General Meeting will be held in Perstorp, Sweden, on Tuesday, June 12, 2001, at 4 p.m. The preliminary publication dates for the six-month and nine-month interim reports are July 23 and October 23, respectively. Perstorp, April 27, 2001 Board of Directors of Perstorp AB This interim report is unaudited. The recommendation issued by the Board of Directors on April 24 regarding the public offer issued by Sydsvenska Kemi AB is hereby attached to the interim report. Perstorp AB's Board recommends acceptance of offer from Industri Kapital In a press release issued on March 22, Industri Kapital announced a public offer through Sydsvenska Kemi AB ("Sydsvenska Kemi") to the shareholders and holders of convertible debentures of Perstorp AB ("Perstorp"). Sydsvenska Kemi is owned by Industri Kapital's private equity fund Industri Kapital 2000. Sydsvenska Kemi's proposed offer to holders of Series B and Series A shares consists of the following components: * SEK 71 per Series B share and SEK 82 per Series A share in cash; and, * A zero-coupon debenture due 2011 issued by Sydsvenska Kemi with a nominal value of SEK 51 per share, which, assuming a 12% required return, equates to a present value of SEK 16.50 per share. Shareholders in Perstorp who, at March 21, 2001, held 99 or fewer shares can receive a pure cash payment of SEK 87.50 per B-share and SEK 98.50 per A-share for all shares held. The Board of Directors has proposed a cash dividend of SEK 2.00 per share for fiscal year 2000, which will be deducted from the offer prices, if paid to other else than Sydsvenska Kemi AB. Sydsvenska Kemi's offer is conditional upon, among other things, the demerger of Pergo AB, whose shares Perstorp is proposing to distribute to its shareholders, assuming that the shareholders vote in favor of such distribution at the Annual General Meeting to be held on June 12, 2001. Accordingly, the Perstorp shareholders will, in addition to the aforementioned offer amounts, retain their participation in Pergo. Sydsvenska Kemi's proposed offer to holders of Perstorp's 1996/2001 convertible debentures with a nominal amount of SEK 88.90 ("convertible debentures") consists of SEK 23.10 in cash, in exchange for a waiver of conversion rights. The holders of convertible debentures waiving their conversion rights will receive, regardless of whether or not they accept Sydsvenska Kemi's offer, the nominal value of SEK 88.90 (plus accrued interest) from Perstorp on May 15, 2001. The consideration from Sydsvenska Kemi together with the nominal value amounts to SEK 112.00 in cash, but those holders accepting the offer and waiving their conversion rights will not receive a participation in Pergo. Holders of convertible debentures should note that the last day for conversion is April 30, 2001 and that the loan is due for repayment on May 15, 2001. Sydsvenska Kemi's offer is also subject to Sydsvenska Kemi receiving all necessary regulatory approvals no later than June 25, 2001 and the offer being accepted to such an extent that Sydsvenska Kemi becomes the owner of shares representing more than 90% of the total number of shares and more than 90% of the voting rights for all shares (though Sydsvenska Kemi reserves the right to complete the offer at a lower level of acceptance). It should be noted that Sydsvenska Kemi's offer is not conditional on financing. AB Custos, Nordea mutual funds, SEB Fondforvaltning AB, Fourth AP-fund, SIF, Second AP-fund, First AP-fund, Third AP-fund, Sixth AP-fund, Alecta (formerly SPP), Vera Boning via companies, Bo Ursing, Wilhelm Wendt, Karl Lennart Wendt och Carl Henrik Wendt who hold shares together representing around 65% of the shares capital and around 75% of the voting rights in Perstorp have expressed their support and intend to accept The Offer. In order to create conditions for shareholders and holders of convertible debentures to make a more informed decision regarding Sydsvenska Kemi's offer, the Board of Directors of Perstorp has decided to issue the following recommendation. Recommendation of the Board of Directors of Perstorp The Board of Directors has evaluated the offer from Sydsvenska Kemi and has unanimously resolved to recommend that the shareholders and the holders of convertible debentures accept the offer on the stated terms and conditions and during the stated subscription period. The Board's recommendation is supported by a fairness opinion submitted by Perstorp's financial adviser, Morgan Stanley and a second opinion from the financial adviser Alfred Berg mainly based on material from Morgan Stanley. In connection with its evaluation of the offer, the Board has considered the following: * During recent years, Perstorp has streamlined its operations in order to focus on activities where it has a competitive advantage and can thus create shareholder value. The recently announced reorganisation of the Chemicals business and the proposed spin-off of Pergo represent the logical continuation of this strategy and the Board of Directors believes that the separation of the consumer-oriented flooring business from the specialty chemicals-focused chemicals business will position both entities for growth in the future. * Despite the good prospects for Perstorp as a specialized chemicals company, the Board of Directors is of the opinion that the increase in value that Perstorp can create in the foreseeable future is unlikely to equal that being offered by Sydsvenska Kemi. Christer Gardell, Karl Lennart Wendt and Wilhelm Wendt, members of the Board of Directors, did not take part in the Board's decision regarding the offer due to their participation in the negotiations between Sydsvenska Kemi AB and major shareholders that preceded the offer. Perstorp's Chairman, Urban Jansson, makes the following comment on the offer: "Although Perstorp's continued evolution into a focused, highly specialized chemicals company has positioned the company well for the future, Sydsvenska Kemi's offer represents an opportunity to accelerate Perstorp's growth through the combination of Perstorp's operations with those of Oxo Holding AB and enable Perstorp and its employees to build a leading chemicals company based in the Nordic region." April 24, 2001 Perstorp AB Board of Directors
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