Annual Report 2005
Annual Report 2005
Annual Report 2005
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<strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />
We will create enduring value<br />
and leave clear footprints
Key figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2<br />
Highlights <strong>2005</strong> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3<br />
Letter from the Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4<br />
This is Ferd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6<br />
Vision, corporate mission statement and value platform . . . . . . 7<br />
Board of Directors’ <strong>Report</strong> <strong>2005</strong> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8<br />
Consolidated profit and loss account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15<br />
Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16<br />
Cash flow analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18<br />
Notes to the accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19<br />
Ferd Holding AS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27<br />
Auditor’s report <strong>2005</strong> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31<br />
Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32<br />
Partnership with Young Enterprise Norway . . . . . . . . . . . . . . . . . . . . 36<br />
Elopak AS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40<br />
Swix Sport AS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46<br />
Ferd Private Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48<br />
Ferd Invest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52<br />
Ferd Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54<br />
Ferd Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58<br />
Executive Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62<br />
Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63<br />
FRONT PAGE: Færder lighthouse on the island of Tristein off Tjøme in<br />
the Oslo fjord marks the boundary between the Oslo fjord and<br />
Skagerrak. The tower is made of cast iron and was completed in<br />
1857. Standing 43 meters high, this is the second tallest lighthouse<br />
in Norway and the third oldest. However, the original Færder light<br />
dates back to 1696, making it the second in Norway after Lindesnes.<br />
The old lighthouse was located a little north of today's tower - on the<br />
island of Store Færder, where its ruins can be seen to this day.<br />
THIS PAGE: Homborsund lighthouse stands on a small island at the<br />
entry to the Hombor sound off Grimstad. The lighthouse dates from<br />
1879, and is of concrete construction.
Last year marked the 350th<br />
anniversary of the first lighthouse<br />
in Norway. This was in 1655, at<br />
Lindesnes. Since then 200 lighthouses<br />
have been built at one<br />
time or another. Powerful coastal<br />
lights, visible from way out at sea,<br />
smaller lights to mark coastal<br />
routes or harbour entrances. Our<br />
lighthouses provide a continually<br />
changing navigation system.<br />
Changing needs have led to new<br />
lighthouses being built and old<br />
lighthouse stations being closed.<br />
At the high point there were 150<br />
lighthouses in operation in<br />
Norway, but we are now down to<br />
around 100. The first lights were<br />
wood fired; then came coal, oil<br />
and paraffin. Today everything is<br />
electric, in some places using solar<br />
energy. Despite all the changes<br />
over the years, lighthouses are<br />
still the most visible and lasting<br />
footprints of many generations'<br />
voyages around the coasts of<br />
Norway.<br />
POWERFUL LIGHT. The coastal lighthouse<br />
at Slåtterøy has been in<br />
operation since 1859, and the<br />
beam from the powerful lenses<br />
in its 25 m high tower are still<br />
the first sign of land for an untold<br />
number of ships heading in from<br />
the ocean.<br />
1
Key figures<br />
2<br />
NOK million<br />
Profit and loss account<br />
Operating revenue<br />
Operating profit<br />
Profit for the year<br />
Cash flow<br />
Net cash from operations<br />
Net cash from investments<br />
Equity ratio<br />
Equity ratio (%) book value<br />
Equity ratio (%) value-adjusted<br />
Liquidity<br />
Cash, bank and listed securities<br />
Return on capital<br />
Return on equity (%) book value<br />
Return on equity (%) value-adjusted<br />
<strong>2005</strong><br />
5 970<br />
884<br />
4 026<br />
266<br />
3 068<br />
77%<br />
81%<br />
6 002<br />
64%<br />
28%<br />
2004<br />
5 957<br />
641<br />
664<br />
602<br />
42<br />
63%<br />
76%<br />
2 186<br />
19%<br />
12%<br />
2003<br />
5 582<br />
731<br />
586<br />
733<br />
18<br />
52%<br />
67%<br />
2 247<br />
22%<br />
2002<br />
3 892<br />
- 473<br />
- 301<br />
856<br />
- 441<br />
47%<br />
1 499<br />
- 12%<br />
TOTAL ASSETS BY BUSINESS AREA (BOOK VALUE) OPERATING PROFIT - 7 YEAR HISTORY<br />
NOK million NOK million<br />
Other<br />
Elopak<br />
Ferd Private Equity<br />
Ferd Real Estate<br />
Ferd Venture<br />
Ferd Invest<br />
3 751<br />
492<br />
260<br />
2 318<br />
3 566<br />
603<br />
1 000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
-200<br />
-400<br />
-600<br />
2001<br />
4 952<br />
200<br />
161<br />
509<br />
- 350<br />
52%<br />
1 446<br />
5%<br />
2000<br />
4 931<br />
65<br />
116<br />
271<br />
- 280<br />
47%<br />
1 778<br />
4%<br />
1999<br />
5 192<br />
515<br />
530<br />
630<br />
- 1 072<br />
51%<br />
1 936<br />
16%<br />
1999 2000 2001 2002 2003 2004 <strong>2005</strong>
Highlights of <strong>2005</strong><br />
■ Ferd sold all its shares in Skandinavisk<br />
Tobakskompagni in <strong>2005</strong>. The sale<br />
raised EUR 420 million, with a gain<br />
on disposal of NOK 3 037 million.<br />
■ Value-adjusted equity grew by 28%<br />
in <strong>2005</strong>. By the close of <strong>2005</strong>, valueadjusted<br />
equity including the gain on<br />
the sale of shares in ST amounted to<br />
NOK 10.9 billion.<br />
■ All business areas made a positive<br />
contribution to the group’s earnings<br />
in <strong>2005</strong>. Elopak strengthened its core<br />
businesses and Ferd Private Equity<br />
produced a sizeable increase in the<br />
value of its portifolio, while<br />
favourable stock market conditions<br />
meant that Ferd Invest made the<br />
largest contribution to earnings.<br />
PIVOTED BEACONS. The first lighthouses were simply beacons, often no more<br />
than an open fire lit in an iron basket on a rocky headland. The pivoted beacon<br />
was a more advanced idea, built using a long pivoted tree trunk. Wood or<br />
coal was burnt in a basket hanging from one end of the trunk, which could be<br />
lowered to add more fuel. However, if the flames were too high they burnt the<br />
tree trunk, and this form of construction fell out of use. No pivoted beacons<br />
remain, but this reconstruction at Verdens Ende in Norway was built in 1932.<br />
3
Letter from the Chief Executive Officer<br />
“<br />
What really merits attention<br />
is not that the year's<br />
earnings were so good, but<br />
that we still have such great<br />
potential.<br />
4<br />
BEST-EVER RESULTS<br />
Ferd achieved its best-ever results in<br />
<strong>2005</strong>. This is the case even before<br />
adding in the sizable gain from the<br />
sale of our shares in Skandinavisk<br />
Tobakskompagni (ST), which we can<br />
safely say was a non-recurring item.<br />
However, what really merits attention<br />
is not that the year's earnings were so<br />
good, but that we still have such great<br />
potential. It may well be some years<br />
before we can report such good results<br />
again, but it does not need to take too<br />
long. Elopak is now growing more profitably<br />
than before in all geographic<br />
areas, Ferd Private Equity and Ferd<br />
Venture have companies in their portfolios<br />
that offer good opportunities for<br />
very strong returns in future years, Ferd<br />
Real Estate is close to start developing<br />
its sizable landbank at Ensjø in Oslo,<br />
and Swix Sport has more and better<br />
positioned brands than ever before.<br />
Ferd’s best years are therefore still to<br />
come. And that is as it should be, since<br />
it will be very challenging to maintain<br />
our current level of value-adjusted rate<br />
of return on capital.<br />
Ferd starts 2006 with an equity ratio of<br />
81%, much higher than our target to<br />
keep above 40%. We will allocate more<br />
capital to the current business areas in<br />
line with the strategy established in<br />
2004, but this will still leave considerable<br />
unallocated risk capital. We will<br />
therefore launch a number of new initiatives<br />
this year. At the time of writing<br />
our plans are still at the drawing board<br />
stage, but in broad outline we intend to<br />
invest in mature and growing companies<br />
as an active and long-term industrial<br />
owner, either alone or in collaboration<br />
with other investors, while at the<br />
same time making our financial investment<br />
activities even more professional.<br />
<strong>2005</strong> confirmed our ability to contribute<br />
to significant value creation in partnership.<br />
One example of this is the results<br />
achieved by our active participation in<br />
Energy Ventures Fund I and Fund II. Both<br />
these funds have performed well, and<br />
we saw the first exit with the successful<br />
IPO of the offshore company Advanced<br />
Production and Loading. A second example<br />
is the Ferd Private Equity Fund,<br />
which produced an impressive return<br />
for Ferd and the other investors from<br />
the sale of Collett Pharma to Orkla.<br />
These and other examples demonstrate<br />
that Ferd offers much more than just<br />
capital, and that our contribution also<br />
benefits our partners. This recognition<br />
of our contribution has encouraged us<br />
to commit ourselves more actively to<br />
collaborative ventures. Among these I<br />
would like to mention Selvaag Pluss<br />
Eiendom, where Ferd Real Estate<br />
invested as one of four partners in a<br />
new concept to develop full service<br />
apartments in a number of Norwegian<br />
cities as well as in Spain. We intend to<br />
develop the collaborative investment<br />
model further in future years. In some<br />
cases access to cash will be crucial, and<br />
this may make it appropriate for Ferd to<br />
take full control.<br />
Ferd is now in a position where the<br />
group can attract the best people. This<br />
was confirmed by our performance in<br />
<strong>2005</strong> and will be crucial to our future<br />
results. However it is becoming difficult<br />
to find good candidates in some specialist<br />
areas, particularly people with worldclass<br />
scientific expertise. If our education<br />
system is to produce these skills,<br />
it needs exceptional teachers and programs<br />
at every level. Politicians and the<br />
authorities carry an enormous responsibility<br />
for this as the owners and decision-makers<br />
for the school system. We<br />
cannot rely on access to highly qualified<br />
people from abroad to meet our needs,<br />
and the Norwegian education system<br />
has an important role to play. While it<br />
can be said that talented people go<br />
where the money is, it is more often<br />
the case that money follows the people.<br />
Ferd makes a major part of its investments<br />
in Norway, and we want this to<br />
continue, but we recognise that investments<br />
may increasingly have to be in<br />
companies that operate a major part<br />
of their value chain internationally.<br />
While external commentators will focus<br />
on Ferd's pre-tax profit for <strong>2005</strong>, what<br />
really matters for the future is the performance<br />
of our value-adjusted equity.<br />
Excluding the ST sale, the value adjusted<br />
return on equity in <strong>2005</strong> was 20.2%.<br />
However, reporting a high percentage
eturn does not necessarily provide a<br />
complete picture of the value creation<br />
achieved in companies where values are<br />
booked at cost price. This may be due to<br />
emphasising top line growth, strategic<br />
repositioning, growth in profit margins<br />
or even in some cases decisions to<br />
repay borrowings as a result of good<br />
earnings. The trained reader of accounting<br />
figures will, in the same way as we<br />
do in Ferd, recognise the achievements<br />
of employees and partners in these<br />
companies where successful value<br />
creation will become much more<br />
apparent in future years. It is always<br />
pleasing to report good historical<br />
figures, but we are driven by our<br />
objective to create enduring value<br />
and leave clear footprints.<br />
Johan H. Andresen, Jr.<br />
Chief Executive Officer<br />
5
This is Ferd<br />
Ferd is a Norwegian industrial and financial<br />
group with activities concentrated on<br />
active long-term ownership of strong<br />
companies with international potential,<br />
as well as financial investments based<br />
on the group's core expertise in finance,<br />
business development and networking.<br />
Ferd also has an extensive real estate<br />
business. The group's dual structure<br />
means that its industrial and investment<br />
activities compete on equal terms for the<br />
group's capital resources.<br />
The group is structured as five business<br />
areas: Ferd Private Equity, Ferd Invest,<br />
Ferd Venture, Ferd Real Estate and<br />
Elopak. The group also includes the<br />
brand warehouse Swix Sport.<br />
6<br />
ELOPAK<br />
Carton Division<br />
Plastics Division<br />
Market Areas<br />
Elopak is a leading<br />
international supplier<br />
of packaging systems<br />
for the liquid food<br />
market, catering for<br />
both fresh and aseptic<br />
filling of highquality<br />
packaging.<br />
FERD<br />
PRIVATE EQUITY<br />
Ferd Equity Partners<br />
(40 percent)<br />
Investor in the Ferd<br />
Private Equity Fund<br />
Ferd Private Equity is<br />
the largest of 25<br />
Norwegian and international<br />
investors in<br />
the Ferd Private<br />
Equity Fund, which is<br />
the leading private<br />
equity fund with a<br />
focus on Norway. Ferd<br />
owns 40 percent of<br />
Ferd Equity Partners,<br />
the investment<br />
adviser to the fund.<br />
Ferd is wholly owned by Johan H.<br />
Andresen, Jr. who is also the group Chief<br />
Executive Officer. All the owner's commercial<br />
business interests are concentrated<br />
in the Ferd group. The chairman of<br />
Ferd’s Board of Directors and all its members<br />
are external appointments.<br />
HISTORY<br />
Ferd adopted its current structure of five<br />
business areas in 2000. The group<br />
changed its name to Ferd the following<br />
year. However, the company's history<br />
dates back to 1778, and it has been<br />
owned by the Andresen family ever<br />
since 1849 when the first Johan H.<br />
Andresen bought J. L. Tiedemanns<br />
Tobaksfabrik. The company's operational<br />
involvement in the tobacco industry<br />
FERD INVEST FERD VENTURE FERD EIENDOM<br />
Equity investments<br />
Investments in<br />
international equity<br />
funds<br />
Invests in companies<br />
with sound business<br />
concepts, good potential<br />
for value creation,<br />
shareholder-oriented<br />
management and<br />
acceptable gearing.<br />
FERD<br />
Direct investments<br />
Investments in<br />
venture capital funds<br />
Offers risk capital for<br />
technology-based<br />
Nordic growth companies<br />
with significant<br />
potential, principally<br />
in the ICT and energy<br />
sectors.<br />
ended in 1998, and it sold its last financial<br />
investment in this industry in <strong>2005</strong>.<br />
The group's long history of industrial<br />
ownership continues today through businesses<br />
such as the international brand<br />
warehouse Swix Sport, acquired in 1978,<br />
and the global packaging systems supplier<br />
Elopak, which the group established<br />
in 1957 to produce Pure-Pak packaging<br />
under license. Elopak went on to purchase<br />
Ex-Cell-O's packaging division in<br />
1987, giving it exclusive global rights to<br />
the Pure-Pak system.<br />
Real Estate management<br />
Real Estate<br />
development<br />
Real Estate investments<br />
Ferd Real Estate is<br />
an active real estate<br />
investor. It manages<br />
and develops a significant<br />
portfolio of<br />
commercial property<br />
as well as developing<br />
new residential projects<br />
for sale. Most of<br />
its real estate interests<br />
are in the Oslo<br />
area.<br />
SWIX SPORT<br />
Brands<br />
Develops, produces<br />
and markets ski<br />
waxes, ski poles and<br />
accessories as well as<br />
textile goods for<br />
sporting and other<br />
active recreational<br />
pursuits, both domestically<br />
and internationally.
Vision, corporate mission statement and value platform<br />
VISION:<br />
We will create enduring value<br />
and leave clear footprints<br />
CORPORATE MISSION STATEMENT:<br />
Ferd will focus on being a proactive<br />
long-term owner of strong<br />
companies with international<br />
potential as well as operating as<br />
a financial investor, making use<br />
of its core expertise in finance,<br />
business development and networking<br />
VALUE PLATFORM:<br />
Ferd has defined two sets of values<br />
that will play an important<br />
role in realising the business<br />
vision for which we strive<br />
CHARACTERISTIC SILHOUETTE.<br />
Ytterøyane lighthouse, on a<br />
small island northwest of<br />
Kinn in Sogn og Fjordane.<br />
This describes the vision that we will strive<br />
to achieve. By value we mean more than<br />
just financial return - value is also created<br />
through personal development and<br />
growth. Equally we shall not forget the<br />
role we play as a significant and valuable<br />
member of society as a whole. Enduring<br />
value signals that we intend to create<br />
something more than just short-term 'bubbles'<br />
- we stand for sound and worthwhile<br />
The mission statement confirms that Ferd<br />
will continue to be involved both as an<br />
active owner of companies and as a financial<br />
investor. This combination of roles has<br />
historically generated good results for the<br />
group, and over the years Ferd has built up<br />
its expertise in both areas. Our corporate<br />
mission underlines the group's commitment<br />
to taking a long-term approach and<br />
stresses that we do not intend to base our<br />
business on making a quick 'turn'.<br />
OPERATIONAL VALUES<br />
Expertise<br />
If we are to be a pro-active owner and partner,<br />
the group needs to build up a store of<br />
knowledge and expertise in important common<br />
areas. We have defined finance, business<br />
development and networking as key<br />
areas of expertise for the group as a whole.<br />
Networking<br />
We strive to develop and make good use<br />
of the group's network of contacts, both<br />
between our industrial companies and<br />
between our industrial and financial activities<br />
as a whole in order to create benefits<br />
such as synergies between our activities.<br />
We must also make full use of the group's<br />
network of international contacts in the<br />
best interests of every individual unit.<br />
Capital<br />
Our strong capital base and healthy liquidity<br />
represent an important competitive advantage,<br />
and give us the capacity to provide<br />
the financial resources needed to develop<br />
and grow both the industrial and financial<br />
investment activities of the group.<br />
projects of enduring value. By leaving<br />
clear footprints we mean that we want<br />
our activities to leave lasting, significant<br />
and visible results in their wake. This also<br />
acknowledges that a trail is clearest if<br />
many follow it - our ambition is for all our<br />
companies, units and employees to be<br />
driven by the same overriding principles<br />
whilst retaining each company's particular<br />
identity and freedom of action.<br />
Moreover the statement stresses that we<br />
will not only be a long-term owner, but<br />
will also play an active role in the companies<br />
where we have a dominant position.<br />
This means that the group is committed to<br />
developing the expertise needed to support<br />
our companies in their continuing<br />
development. A particular challenge in this<br />
area is to ensure that our companies can<br />
benefit from each other's areas of particular<br />
strength and expertise.<br />
CORPORATE VALUES<br />
Credibility<br />
This means that everyone can be confident<br />
that we keep our promises - that we will<br />
implement our strategies and meet our<br />
goals. Even though Ferd is a family-owned<br />
company, credibility requires openness in<br />
our relationship with the media and the<br />
outside world as a whole.<br />
Spirit of adventure<br />
This represents our willingness to take the<br />
initiative and try new opportunities - and<br />
also our readiness to accept that we can<br />
make mistakes. We want our people to be<br />
ready to take the initiative and make the<br />
extra effort, but they must also feel secure<br />
that we understand that not everything can<br />
be 100 percent successful. Our spirit of<br />
adventure means a commitment to progress<br />
and to seeing new opportunities beyond the<br />
distant horizon. It also means that all our<br />
employees will have the opportunity for<br />
personal development and the satisfaction<br />
of creating new adventures for the group.<br />
Teamwork<br />
Ferd can only realise its goals if everyone works<br />
as a team with mutual respect for each other.<br />
This is what creates synergies and a sense of<br />
shared purpose both within each company and<br />
between all the companies in the group.<br />
Long-term view<br />
The continuity, reliability and integrity which<br />
characterise the group will continue to be<br />
central aspects of our personality.<br />
7
Board of Directors’ <strong>Report</strong> <strong>2005</strong><br />
<strong>2005</strong> was a good year for Ferd. For the<br />
first time in the group’s history, all the<br />
business areas reported profits. In addition<br />
to the earnings from the business<br />
areas, the shareholding in Skandinavisk<br />
Tobakskompagni was sold and realised<br />
a gain of NOK 3 037 million. In total,<br />
this gave a pre-tax profit for <strong>2005</strong> of<br />
NOK 4 119 million. The major contribution<br />
in terms of accounting profit<br />
was the return generated on Ferd<br />
Invest’s securities portfolio. Elopak also<br />
made a significant contribution, with<br />
good earnings from the company’s core<br />
activities. Ferd Private Equity’s sale of<br />
Collett Pharma marked a milestone as<br />
the first disposal by the Ferd Private<br />
Equity Fund. This transaction generated<br />
a good return for the investors in<br />
the fund. Ferd Venture recorded a very<br />
good profit when the Energy Ventures<br />
Fund I realised its investment in the<br />
portfolio company APL. Ferd Venture<br />
has also committed significant capital<br />
to Energy Ventures Fund II. Ferd Real<br />
Estate considered many possible properties<br />
for investment in <strong>2005</strong>, but did<br />
not carry out any purchases during the<br />
year. The properties it considered were<br />
sold at prices that would have made it<br />
unrealistic for Ferd Real Estate to<br />
achieve its target return on investment.<br />
Swix Sport reported a weaker than<br />
expected operating profit, mainly due to<br />
the adverse winter weather conditions.<br />
Following the sale of shares in<br />
Skandinavisk Tobakskompagni, Ferd’s<br />
consolidated balance sheet shows NOK<br />
3 837 million of free liquid assets and<br />
only NOK 1 067 million of interestbearing<br />
liabilities. This capacity will be<br />
used in the future for a new industrial<br />
investment initiative, accompanied by<br />
investment in financial assets of similar<br />
size to maintain the balance of the<br />
group’s overall risk profile. The group’s<br />
strong financial condition and the<br />
steps taken to strengthen its organisation<br />
over recent years lead the Board to<br />
conclude that Ferd is well-positioned<br />
to realise its vision of creating enduring<br />
value and leaving clear footprints.<br />
THE GROUP’S VALUE-ADJUSTED EQUITY<br />
Ferd operates as a financial investor<br />
from its head office at Lysaker through<br />
the business areas Ferd Invest, Ferd<br />
Venture, Ferd Private Equity and Ferd<br />
Real Estate and has extensive industrial<br />
activities through its subsidiaries<br />
Elopak and Swix. Given the diversified<br />
nature of the group’s activities, the figures<br />
reported for earnings and equity<br />
in accordance with generally accepted<br />
accounting principles provide only a<br />
limited degree of information on the<br />
underlying value of the group. Ferd<br />
8<br />
therefore supplements its accounting<br />
reporting with a value-adjusted analysis<br />
of its results. Such an analysis involves<br />
considerable uncertainty since it is<br />
based on a number of assumptions and<br />
estimated values. The group estimates<br />
its value-adjusted equity at the close of<br />
<strong>2005</strong> at NOK 10.9 billion, representing<br />
an increase of 28% from 2004. Ferd’s target<br />
is to achieve 10% average annual<br />
growth in value-adjusted equity.<br />
Value-adjusted equity<br />
Verdijustert egenkapital<br />
NOK billion<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
2003 2004 <strong>2005</strong><br />
Value-adjusted equity (left)<br />
Return on value-adjusted equity (right)<br />
30%<br />
25%<br />
20%<br />
15%<br />
10%<br />
5%<br />
0%<br />
FINANCIAL RESULTS AND CASH FLOW<br />
The group’s operating revenue<br />
amounted to NOK 5 969 million in <strong>2005</strong><br />
as compared to NOK 5 957 million in<br />
2004. Consolidated operating profit for<br />
<strong>2005</strong> totalled NOK 884 million, which<br />
was NOK 243 million higher than in<br />
2004. The strong improvement in operating<br />
profit reflects improved profitability<br />
at Elopak and a higher investment<br />
return from Ferd Invest. Net financial<br />
items increased from NOK 141 million in<br />
2004 to NOK 197 million in <strong>2005</strong>. Lower<br />
interest rates, combined with debt<br />
repayments, led to lower financial<br />
expense for Elopak in <strong>2005</strong> as compared<br />
to 2004. In addition, the group generated<br />
a higher return on its bank deposits,<br />
including a currency gain on the settlement<br />
from the sale of the shareholding<br />
in Skandinavisk Tobakskompagni. A dividend<br />
of NOK 206 million was received<br />
from Skandinavisk Tobakskompagni, in<br />
line with the previous year.<br />
Further commentary on financial<br />
Operating Driftsresultat pr. forretningsområde profit by business siste 2 år area<br />
NOK million<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
-100<br />
Elopak Ferd<br />
Private<br />
Equity<br />
2004<br />
<strong>2005</strong><br />
Ferd<br />
Invest<br />
Ferd<br />
Venture<br />
Ferd<br />
Real<br />
Estate<br />
Other<br />
results for <strong>2005</strong> can be found below in<br />
the separate sections on the group’s<br />
business areas.<br />
A substantial reform of Norwegian<br />
taxation for shareholders and limited liability<br />
companies came into effect in<br />
<strong>2005</strong>. What is known as the exemption<br />
model now applies to income received<br />
by a company from investment in<br />
shares, with the effect that such income<br />
is to all practical intent exempt from taxation<br />
and losses on shares are similarly<br />
not tax deductible. What is known as the<br />
shareholder model applies to shares<br />
held by private individuals, making<br />
income from investments in shares taxable<br />
as general income to the extent that<br />
it exceeds a stipulated standard rate of<br />
return. One of the implications of these<br />
changes for Ferd is that the gain on the<br />
sale of shares in Skandinavisk Tobakskompagni<br />
is not subject to tax, and tax<br />
will only arise if the owner of Ferd benefits<br />
from this gain by drawing a dividend.<br />
The tax charge for <strong>2005</strong> was NOK<br />
93 million as compared to NOK 118<br />
million for 2004. Elopak’s tax charge for<br />
<strong>2005</strong> was affected by NOK 52 million in<br />
respect of accounting losses not<br />
deductible for tax. This arose mainly<br />
because deferred tax assets arising<br />
from losses in certain countries are not<br />
capitalised. In addition, Elopak<br />
recorded goodwill depreciation that<br />
was not tax deductible.<br />
Maintaining a high and stable cash<br />
flow is a priority target for the group.<br />
Net cash flow for <strong>2005</strong> was made up of<br />
cash from operations of NOK 266 million,<br />
cash from investment activities of<br />
NOK 3 068 million and cash from<br />
financing activities of NOK -177 million.<br />
SALE OF THE SHAREHOLDING IN<br />
SKANDINAVISK TOBAKSKOMPAGNI<br />
The decision in autumn <strong>2005</strong> to sell<br />
Ferd’s 17.2% shareholding in<br />
Skandinavisk Tobakskompagni represented<br />
an important milestone for the<br />
group’s development. The sales proceeds<br />
of EUR 420 million have given<br />
Ferd an even stronger starting point to<br />
realise its objective of creating enduring<br />
value and leaving clear footprints.<br />
Ferd’s history is intertwined with the<br />
development of its involvement in the<br />
tobacco industry. From the start of its<br />
history, Tiedemanns Tobaksfabrik was<br />
always a leading company in the<br />
Norwegian tobacco industry, becoming<br />
a clear market leader with strong brands<br />
and a high market share. Tiedemanns<br />
Tobaksfabrik merged with Skandinavisk<br />
Tobakskompagni in 1998. This transaction<br />
resulted in Ferd, through its subsidiary<br />
Andresen Holding, owning 17.2%<br />
of the share capital of Skandinavisk
Tobakskompagni. The merger marked<br />
a clear change in Ferd’s ownership relationship<br />
with the tobacco business.<br />
Prior to the merger, Tiedemanns<br />
Tobaksfabrik was the focal point of the<br />
group’s industrial activities, but following<br />
the merger it saw its shareholding<br />
in Skandinavisk Tobakskompagni as a<br />
financial investment.<br />
Ferd has played an active ownership<br />
role in Skandinavisk Tobakskompagni<br />
since 1998, and this has included two<br />
representatives on the Board of Directors.<br />
The company has shown an impressive<br />
ability to successively improve its earnings,<br />
and has paid a high and stable dividend<br />
that has played a crucial role in<br />
Ferd’s ability to invest in other areas.<br />
The Board’s decision to nonetheless sell<br />
the group’s shares in Skandinavisk<br />
Tobakskompagni was based on three<br />
main reasons:<br />
Firstly, the Board considered that<br />
Skandinavisk Tobakskompagni’s future<br />
growth prospects were limited.<br />
Important factors in this respect are<br />
the emergence of low-price cigarette<br />
brands and falling tobacco consumption<br />
in important markets, due in part<br />
to higher taxes and bans on smoking in<br />
many locations.<br />
Secondly, the Board took the view<br />
that it was neither possible nor desirable<br />
for Ferd to play an even more active<br />
ownership role in Skandinavisk Tobakskompagni.<br />
The company has a sizeable<br />
majority shareholder created from the<br />
three Danish tobacco companies that<br />
originally founded Skandinavisk Tobakskompagni.<br />
The next largest shareholder<br />
is a large global tobacco company.<br />
The third, and perhaps most important,<br />
reason for the decision to sell the<br />
shares in Skandinavisk Tobakskompagni<br />
is the expertise that Ferd has developed<br />
over recent years and the return that<br />
Ferd’s organisation can be expected to<br />
generate on the capital released by selling<br />
the shares. Ferd’s current business<br />
areas offer very good opportunities for<br />
profitable growth, and Ferd also has<br />
the expertise to generate good returns<br />
on investments in other areas.<br />
The Board therefore concluded<br />
that, over the longer term, the group’s<br />
investment in Skandinavisk Tobakskompagni<br />
would not contribute to fulfilling<br />
Ferd’s objectives to the same<br />
extent as could be achieved by alternative<br />
uses of the capital tied up in this<br />
investment.<br />
FINANCIAL STRATEGY<br />
The group’s objective is to generate<br />
sound long-term return on capital while<br />
maintaining a moderate risk profile.<br />
Ferd aims to achieve its objective<br />
through its significant business activities<br />
in both industrial and investment activities.<br />
The results reported for recent years<br />
demonstrate very clearly that the group’s<br />
investment activities are very dependent<br />
on conditions in the equity markets. The<br />
group’s industrial activities have also<br />
shown sizeable fluctuations in reported<br />
accounting profit, and it is reasonable to<br />
assume that the underlying values are<br />
also volatile. Ferd is exposed to equity<br />
investments to a large degree, although<br />
these investments are well diversified in<br />
terms of the company type, industry,<br />
size, stage of life cycle etc. Nonetheless,<br />
the overall performance of these investments<br />
will be relatively highly correlated<br />
with the performance of equity markets.<br />
The asset classes of real estate and fixedincome<br />
represent diversifying factors,<br />
but the current relatively small allocations<br />
to these classes limit the scale of<br />
this effect. In total, it must be concluded<br />
that the group can expect major fluctuations<br />
in its value-adjusted equity and<br />
that Ferd has high exposure to operational<br />
risk. One measure to increase<br />
diversification and reduce the exposure<br />
to operational risk is the establishment<br />
at the start of 2006 of a portfolio of<br />
hedge fund investments of around<br />
NOK 500 million.<br />
Ferd maintains a moderate financial<br />
risk profile in order to ensure that<br />
the group’s total risk level is acceptable.<br />
This is achieved mainly by maintaining<br />
a strong equity ratio and good liquidity.<br />
At the close of <strong>2005</strong>, the group had no<br />
interest-bearing liabilities except for<br />
Elopak’s external financing. The group’s<br />
investment in Skandinavisk Tobakskompagni<br />
has helped to ensure a high<br />
and stable cash flow.<br />
The sale of the shareholding in<br />
Skandinavisk Tobakskompagni creates<br />
new requirements for the level of liquidity<br />
reserves and the cash flow expected<br />
from new investments. Periods of weak<br />
cash flow and/or high interest rates may<br />
make it necessary to realise investments<br />
at undesirable times in order to maintain<br />
debt service payments. The group’s<br />
Equity Egenkapitalandel ratio<br />
90 %<br />
80 %<br />
70 %<br />
60 %<br />
50 %<br />
40 %<br />
30 %<br />
20 %<br />
10 %<br />
0 %<br />
52 52<br />
47<br />
67<br />
2001 2002 2003 2004<br />
Equity ratio (%) book value<br />
Equity ratio (%) value-adjusted<br />
63<br />
76<br />
81<br />
77<br />
<strong>2005</strong><br />
financial strategy must therefore carefully<br />
consider the risks of fluctuations in<br />
the value of investments, the stability of<br />
the cash flows they generate and the<br />
scope for realising investments at short<br />
notice. Ferd’s activities are exposed to<br />
currency risk since receipts and payments<br />
in foreign currencies are not fully<br />
matched. The group seeks to minimise<br />
this risk through the active use of various<br />
hedging instruments. In its financial<br />
investment activities, the group hedges<br />
all investment in foreign currency<br />
denominated interest-bearing securities,<br />
but does not hedge investments in<br />
equity instruments. Elopak has limited<br />
currency risk despite being an international<br />
business with many cross-border<br />
transactions. This is achieved by ensuring<br />
that operating costs and raw material<br />
purchases are to a large extent in the<br />
same currency as the related operating<br />
revenue. In addition, Elopak uses hedging<br />
instruments to reduce its risk exposure,<br />
for example by hedging major purchases<br />
or investments on the day the<br />
order is placed.<br />
Ferd’s exposure to interest rate risk<br />
arises from funding and interest-bearing<br />
investments, and is managed by<br />
Group Treasury in accordance with<br />
established guidelines. Interest can be<br />
fixed for periods of up to 10 years. The<br />
group (excluding Elopak) has a committed<br />
credit facility of NOK 1 billion<br />
on which no drawings were made in<br />
<strong>2005</strong>. The interest-bearing investment<br />
portfolio is modest, hence the group<br />
has very limited exposure to interest<br />
rate risk. Elopak, which has interestbearing<br />
liabilities of NOK 1 058 million,<br />
manages its own interest rate risk<br />
exposure through active use of suitable<br />
interest rate hedging instruments.<br />
Elopak’s main objective is to reduce the<br />
effect of interest rate fluctuations, and<br />
the company follows a policy of fixing<br />
interest rates on a rolling five-year<br />
basis for 50-70% of its total borrowings.<br />
The group’s industrial activities are<br />
exposed to credit risk through customer<br />
receivables. The group has not historically<br />
suffered any major losses on customer<br />
receivables. In its financial investment<br />
activities, the group only invests<br />
in securities issued by companies of at<br />
least investment grade credit quality.<br />
CORPORATE GOVERNANCE<br />
The Board of Directors of Ferd has substantially<br />
the same responsibilities and<br />
authority as the board of a public company.<br />
This is essential if the Board is to<br />
function effectively and contribute to<br />
sound decision making. Precise risk evaluation<br />
and thorough decision making<br />
processes help to strengthen Ferd’s credi-<br />
9
ility, which is one of the group’s fundamental<br />
corporate values. The Board pays<br />
great attention to ensuring that management<br />
has established satisfactory internal<br />
procedures and control processes so<br />
that the group’s business operates in<br />
accordance with the approved limits and<br />
strategies. The group is about to launch<br />
its plans for significant growth over the<br />
next few years, and the Board will pay<br />
particular attention to the implementation<br />
and monitoring of this strategy in<br />
2006. Ferd is committed to providing<br />
open and reliable information on the<br />
group’s financial condition as one of the<br />
steps it takes to promote its corporate<br />
value of credibility.<br />
The Board held five meetings in<br />
<strong>2005</strong>, one of which was a strategy<br />
meeting held over two days. The attendance<br />
record for its meetings was over<br />
90%. The Board has evaluated its own<br />
performance, and concluded that it is<br />
independent and effective in its operation<br />
although it did identify some<br />
potential for improvement.<br />
ELOPAK<br />
Elopak’s carton activities generated a<br />
sound operating profit in <strong>2005</strong> despite<br />
significant price increases for the company’s<br />
main raw materials. Elopak has<br />
countered these higher costs with continuing<br />
innovation, increased volumes<br />
and further efficiency improvements,<br />
and its carton activities achieved the<br />
best annual earnings in the company’s<br />
history. Plastic packaging activities also<br />
showed an improvement in <strong>2005</strong>, but<br />
in accordance with the revised strategy<br />
for this area these activities are currently<br />
undergoing restructuring which<br />
burdened the Elopak group’s earnings<br />
in <strong>2005</strong> by NOK 54 million. The group’s<br />
consolidated earnings for <strong>2005</strong> are considered<br />
satisfactory in view of the challenging<br />
conditions in which Elopak<br />
operates.<br />
Elopak generated positive cash flow<br />
in <strong>2005</strong>, which was used to repay a significant<br />
proportion of its interest-bearing<br />
borrowings. The cash conversion<br />
ratio, defined as cash from operations<br />
(after changes in working capital and<br />
Operating profit – Elopak<br />
Driftsresultat Elopak siste 5 år<br />
NOK million<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
10<br />
272<br />
2001<br />
135<br />
2002<br />
242<br />
27<br />
251<br />
2003 2004 <strong>2005</strong><br />
investments in fixed assets) as a proportion<br />
of operating profit before amortisation,<br />
was 0.8 in <strong>2005</strong> as compared to 1.0<br />
in 2004. The fall in this ratio was principally<br />
due to an increase in inventories in<br />
anticipation of expected price increases.<br />
Elopak works continuously to<br />
improve the efficiency and profitability of<br />
its production activities. The continuing<br />
rollout of UV flexo press technology<br />
improved the overall efficiency of<br />
Elopak’s production lines in <strong>2005</strong>. The<br />
company increased its capacity for this<br />
new technology to four production lines,<br />
and further production lines will be<br />
added in 2006. In addition to more efficient<br />
capacity utilisation, this technology<br />
is successfully delivering higher print<br />
quality. Other measures to improve efficiency<br />
include optimising the structure<br />
of paperboard for cartons, greater flexibility<br />
and improved processes for polyethylene<br />
paperboard coating.<br />
Construction of the carton factory<br />
in China has been delayed for 12 months,<br />
and construction is now expected to<br />
start in the first quarter of 2006.<br />
In the markets where Elopak operates,<br />
it is essential to take a leading role<br />
in developing new solutions for customers.<br />
The cost savings implemented<br />
elsewhere in the company have not<br />
affected the research and development<br />
effort, and a number of innovative<br />
products and system improvements<br />
were launched in <strong>2005</strong>. Carton innovations<br />
launched in <strong>2005</strong> already account<br />
for 5% of operating revenue. The Pure-<br />
Pak Diamond Curve concept was<br />
launched in Greece in autumn <strong>2005</strong>,<br />
and a range of carton models were subsequently<br />
launched in a number of<br />
European markets for both fresh and<br />
aseptic packaging. Work is underway<br />
on the development of two potential<br />
new carton systems with a view to market<br />
launches in 2006-2007.<br />
Elopak reported higher revenue and<br />
earnings from its carton activities in all<br />
geographic markets. The company is<br />
achieving faster growth than the market<br />
as a whole. Considerable effort has<br />
been devoted to further improving customer<br />
deliveries of high-quality aseptic<br />
packaging systems. Consumption of<br />
fresh milk in Europe, which is Elopak’s<br />
largest market, continued its downward<br />
trend of 1-2% per annum in <strong>2005</strong>.<br />
However, the market for juice consumption<br />
showed an equivalent increase, and<br />
Elopak has strengthened its position in<br />
the market for high quality long-life<br />
juice packaging. Elopak’s carton sales in<br />
the EMEA region as a whole were 8%<br />
higher in <strong>2005</strong>, and sales of screw cap<br />
closures made a further contribution to<br />
Elopak’s growth in this area.<br />
ROUGH SEAS. Skomvær lighthouse in Nordland is on an island southwest<br />
of Røst, way out into the wild waters of the Norwegian Sea.<br />
Sales of both cartons and screw caps<br />
to the American market increased in<br />
<strong>2005</strong>, and this trend is expected to continue<br />
in 2006. Further improvements in<br />
operational efficiency and the launch of<br />
screw caps in the Mexican market are<br />
expected to generate a further improvement<br />
in operating profit from this region.<br />
In the CIS market area (Commonwealth<br />
of Independent States), <strong>2005</strong> was<br />
a challenging year due to the political<br />
and economic situation, but despite this<br />
Elopak reached its sales and earnings<br />
targets. This was achieved thanks to<br />
focused work on customer projects and<br />
the launch of product improvements<br />
including the introduction of screw<br />
caps. The Asian market is characterised<br />
by strong growth in consumption of<br />
dairy and juice products. Elopak’s new<br />
production facility in China will play a<br />
central role in serving this market.<br />
Elopak revised its strategy for the<br />
production and sale of plastics packaging<br />
in <strong>2005</strong>, and company policy is now<br />
not to be the 100% owner of these<br />
activities. Some aspects of the plastics<br />
packaging business were sold in <strong>2005</strong>,<br />
and the company intends to focus on<br />
efficient operation of its remaining<br />
plastic bottle production facilities.<br />
FERD PRIVATE EQUITY<br />
Ferd Private Equity reported operating<br />
profit of NOK 47 million for <strong>2005</strong>. This<br />
represents a sizeable reduction from<br />
the results for 2004, which included<br />
profit and gain on disposal from TiTech<br />
Visionsort. Operating profit for the year<br />
includes a share of the gain the fund<br />
achieved on its sale of Collett Pharma.<br />
It is important to note that the decline<br />
in reported accounting profit does not<br />
reflect the significant increase in the<br />
value of investments held by Ferd Private<br />
Equity Fund.<br />
Ferd Private Equity established an<br />
investment fund in 2004, with 25<br />
Norwegian and foreign investors committing<br />
a capital base of NOK 2 billion.<br />
Ferd is the largest investor in the fund,<br />
and has committed NOK 1 278 million.<br />
Over the course of <strong>2005</strong> Ferd Private<br />
Equity strengthened its team and successfully<br />
established a strong position<br />
in the attractive Norwegian private<br />
equity market. Thanks to its expertise<br />
and active use of its network of contacts,<br />
the organisation has attracted a<br />
good flow of investment opportunities.<br />
The fund made its first disposal in<br />
<strong>2005</strong> with the sale of Collett Pharma to<br />
Orkla ASA. The sale generated a good<br />
result for the fund, and gives Collett<br />
Pharma a new owner who is well placed<br />
to ensure the company’s future success.<br />
Pronova Biocare continues to report
sound performance. The company has<br />
now launched its pharmaceutical product<br />
Omacor in the American market.<br />
A further important event in <strong>2005</strong> was<br />
the signing of a long-term contract<br />
with a significant player for sales of this<br />
product in the Japanese market. The<br />
company’s consumer products division<br />
was sold at the same time as the sale of<br />
Collett Pharma. Pronova Biocare is now<br />
focused solely on its pharmaceutical<br />
division having spun-off its oils and<br />
dietary supplements activities as a<br />
separate company. The new company,<br />
Epax, is now an independent company<br />
in the fund’s portfolio.<br />
In March <strong>2005</strong> the portfolio company<br />
Noratel purchased Toroid<br />
International, which manufactures<br />
transformers in Sri Lanka and India.<br />
This acquisition makes Noratel a global<br />
company with annual turnover in<br />
excess of NOK 500 million. Noratel and<br />
the fund will now focus on realising<br />
operational improvements as well as<br />
considering further acquisitions.<br />
In autumn <strong>2005</strong> Handicare acquired<br />
two companies, Kjærulff in Denmark<br />
and Movingpeople in Holland. Work is<br />
currently under way to integrate these<br />
acquisitions, and the company is<br />
already preparing for further purchases.<br />
These developments have given<br />
the company a strong position and<br />
sound growth for the start of 2006.<br />
The fund intends to place great<br />
emphasis on the further development<br />
of the companies in its portfolio. It also<br />
has significant un-invested capital, and<br />
intends to make further acquisitions<br />
and supplementary investments in 2006.<br />
Ferd will also consider direct private<br />
equity investments in the future<br />
where these do not compete with the<br />
Ferd Private Equity Fund.<br />
FERD INVEST<br />
The Oslo stock market has performed<br />
very strongly over the last three years,<br />
producing its best three-year performance<br />
in recent times. Ferd Invest<br />
accordingly enjoyed another good year<br />
in <strong>2005</strong>. The return for the year fell<br />
slightly short of the benchmark index<br />
due to holding a higher proportion of<br />
the portfolio in cash from time to time,<br />
but nonetheless Ferd Invest contributed<br />
NOK 566 million to consolidated profit<br />
for the year. This represents an increase<br />
of NOK 188 million from 2004.<br />
Energy shares produced the<br />
strongest performance in the Oslo market<br />
in <strong>2005</strong>. Ferd Invest has been underweight<br />
in this sector. However, Ferd<br />
Invest made a number of good stock<br />
selections in other sectors. The return on<br />
Ferd Invest’s Norwegian share portfolio<br />
for <strong>2005</strong> was 35.3% as compared to 40.5%<br />
for the Oslo Børs benchmark index.<br />
Total return – Ferd Invest<br />
Avkastning i Ferd Invest siste 5 år<br />
NOK million<br />
800<br />
600<br />
400<br />
200<br />
0<br />
-200<br />
-400<br />
-600<br />
2001<br />
2002<br />
2003 2004 <strong>2005</strong><br />
Total return Ferd Invest 5-year-history<br />
Total return Ferd Invest %<br />
60 %<br />
50 %<br />
40 %<br />
30 %<br />
20 %<br />
10 %<br />
0 %<br />
-10 %<br />
-20 %<br />
-30 %<br />
-40 %<br />
The international portfolio also<br />
performed well, with a return of 27.5%.<br />
American stock markets produced only<br />
a modest return in <strong>2005</strong> due to rising<br />
interest rates, hurricanes and high oil<br />
prices. However, stock markets in<br />
Europe and Asia performed strongly<br />
thanks to encouraging growth<br />
prospects and low interest rates.<br />
At the close of <strong>2005</strong>, Ferd Invest’s<br />
portfolio of Norwegian listed shares<br />
had a market value of NOK 1 450 million.<br />
The international share portfolio<br />
amounted to NOK 745 million, and the<br />
portfolio also held liquid assets of NOK<br />
122 million. During the course of <strong>2005</strong>,<br />
Ferd Invest increased its exposure to<br />
international stock markets by investing<br />
in international funds.<br />
FERD VENTURE<br />
Ferd Venture produced an operating<br />
profit of NOK 12 million in <strong>2005</strong>. This<br />
represents an improvement of NOK 25<br />
million from 2004, and is the first time<br />
this business area has reported a profit.<br />
This reflects the first exit achieved<br />
through Ferd Invest’s successful investment<br />
in Energy Ventures. The remainder<br />
of the portfolio also performed well,<br />
and reversals of previous write-downs<br />
contributed to the profit for the year.<br />
<strong>2005</strong> again saw a good flow of<br />
potential investments, and Ferd Venture<br />
expanded its portfolio with investments<br />
in a further four companies. Ferd<br />
Venture recruited new colleagues to<br />
strengthen its team, and is recognised<br />
as one of the country’s leading venture<br />
capital businesses. Ferd Venture again<br />
made a positive contribution to the<br />
development of the companies in its<br />
portfolio through its systematic and<br />
long-term ownership involvement.<br />
New investments in <strong>2005</strong> principally<br />
focused on high-technology companies,<br />
but the final investment in <strong>2005</strong><br />
was in a company that provides legal<br />
insurance products for the retail mar-<br />
ket. In addition to its investments in<br />
new companies in <strong>2005</strong>, Ferd Venture<br />
made a number of follow-up investments<br />
in existing portfolio companies.<br />
Operating profit – Ferd Venture<br />
Driftsresultat i Ferd Venture siste 5 år<br />
NOK million<br />
20<br />
0<br />
-20<br />
-40<br />
-60<br />
-80<br />
-100<br />
-120<br />
-140<br />
Energy Ventures has established a<br />
position as the leading Norwegian venture<br />
capital company for the energy<br />
sector. The company’s first fund has<br />
made eight investments in the energy<br />
sector, and most of these companies<br />
are performing very strongly. One of<br />
these companies, APL, was admitted to<br />
stock exchange listing in April and this<br />
generated a good return for Ferd<br />
Venture. Ferd Venture is also a significant<br />
investor in the second Energy<br />
Ventures fund, to which it has committed<br />
NOK 130 million.<br />
FERD REAL ESTATE<br />
<strong>2005</strong> was a satisfactory year for Ferd Real<br />
Estate. Operating profit fell back from<br />
NOK 104 million in 2004 to NOK 56 million.<br />
This was because the business area<br />
had no residential developments on sale<br />
in <strong>2005</strong>, and did not make any new<br />
investments in commercial property.<br />
Operating profit – Ferd Real Estate<br />
Driftsresultat Ferd Eiendom siste 5 år<br />
NOK million<br />
120<br />
100<br />
80<br />
60<br />
40<br />
20<br />
0<br />
-72<br />
2001<br />
31<br />
2001<br />
-119<br />
2002<br />
31<br />
2002<br />
2003 2004 <strong>2005</strong><br />
2003 2004 <strong>2005</strong><br />
The commercial property rental<br />
market improved somewhat in <strong>2005</strong>,<br />
but is characterised by increasing segmentation.<br />
The bulk of Ferd Real<br />
Estate’s commercial property portfolio<br />
is located in the Ensjø district, which<br />
continues to suffer from downward<br />
pressure on rental levels despite its<br />
proximity to the centre of Oslo.<br />
The market for purchases and sales<br />
of investment properties was again very<br />
active in <strong>2005</strong>. This should be seen<br />
-7<br />
59<br />
-13<br />
104<br />
12<br />
56<br />
11
against the background of low interest<br />
rates combined with increasing activity<br />
by investment syndicates and real estate<br />
funds. Ferd Real Estate actively evaluated<br />
a number of potential purchases of<br />
investment properties over the course of<br />
the year, but did not make any purchases<br />
since the properties sold for prices that<br />
Ferd Real Estate considered were too<br />
high to permit a satisfactory return.<br />
The residential market was strong<br />
in <strong>2005</strong> and is expected to remain<br />
strong in 2006, although the market<br />
can scarcely support any major price<br />
increases. Ferd Real Estate is currently<br />
involved in a number of new residential<br />
development projects, of which the<br />
largest involves work on planning permission<br />
for the company’s various sites<br />
at Ensjø. Sales of units in a new development<br />
on the Tiedemanns site in the<br />
Ensjø district started in February 2006.<br />
Ferd Real Estate intends to add to<br />
its portfolio of investments in commercial<br />
properties for rent. The business<br />
area strengthened its team with the<br />
appointment of an investment director<br />
in <strong>2005</strong>. The commercial property market<br />
is again expected to attract many<br />
investors with low yield requirements<br />
in 2006, which will make it challenging<br />
for Ferd Real Estate to find investment<br />
properties that meet its criteria.<br />
SWIX SPORT<br />
After several years of growth in turnover<br />
and good profits, <strong>2005</strong> was a poor year<br />
for Swix Sport. This was caused by poor<br />
snow conditions at the start of the year<br />
and at the start of the <strong>2005</strong>/2006 winter<br />
season. Turnover was lower than<br />
expected, especially for ski waxes and<br />
ski poles. Swix reported turnover for<br />
<strong>2005</strong> of NOK 397 million, a decline of<br />
5% from 2004. The company’s costs<br />
for the year reflected the considerable<br />
resources it committed to product<br />
development and international brand<br />
development. Swix has now established<br />
its position as a modern brand warehouse,<br />
with separate brand identities<br />
Gunn Wærsted<br />
Chair<br />
12<br />
and profiles for Swix, Bavac and Ulvang.<br />
The company has strengthened its<br />
organisation and is well positioned for<br />
future growth. The result for <strong>2005</strong> was a<br />
loss of NOK 20 million as compared to a<br />
profit of NOK 22 million in 2004.<br />
Operating profit – Swix Sport<br />
Driftsresultat i Swix siste 5 år<br />
NOK million<br />
40<br />
30<br />
20<br />
10<br />
0<br />
-10<br />
-20<br />
-30<br />
13<br />
2001<br />
28<br />
2002<br />
2003 2004 <strong>2005</strong><br />
The current season looks more<br />
promising thanks to better snow conditions,<br />
and Swix has made a satisfactory<br />
start to 2006. The investments made in<br />
<strong>2005</strong> and the steps taken to strengthen<br />
the company’s organisation are also<br />
expected to produce results. The Board<br />
is confident that Swix will report<br />
markedly stronger results for 2006.<br />
HEALTH, SAFETY, ENVIRONMENTAL MATTERS<br />
AND EMPLOYMENT EQUALITY<br />
None of the group’s activities produces<br />
discharges that require licensing and<br />
environmental monitoring. Elopak’s<br />
facilities have environmental management<br />
systems to monitor performance,<br />
identify any areas for improvement and<br />
report any incidents. There is increasing<br />
recognition of the environmental<br />
superiority of Pure-Pak cartons, reflecting<br />
greater environmental awareness<br />
among consumers. Consumers recognise<br />
paper as a natural product, and<br />
react positively to paper-based packaging<br />
products. Paper-based drink cartons<br />
can be readily recycled. In <strong>2005</strong> all<br />
the raw material suppliers used by<br />
Elopak were certificated in accordance<br />
with the principles developed by the<br />
Forest Stewardship Council (FSC). No<br />
Bærum, 23. March 2006<br />
The Board of Directors of Ferd Holding AS<br />
Wenche Agerup Henrik Brandt Urban Jansson Jo Lunder<br />
27<br />
22<br />
-20<br />
incidents occurred in <strong>2005</strong> that affected<br />
the external environment.<br />
The Ferd group had 2 253 employees<br />
in <strong>2005</strong>, an increase of 34 from the<br />
previous year. Elopak actively monitors<br />
key indicators for health and safety at<br />
work, which provide a comprehensive<br />
picture of working conditions. Elopak’s<br />
management carries out surveys of<br />
working conditions to help identify<br />
areas that require attention.<br />
Sick leave amounted to 3.2% for the<br />
group as a whole in <strong>2005</strong>, as compared<br />
to 3.8% in 2004. Elopak reported a<br />
reduction in the number of accidents<br />
at work leading to absence from work<br />
per million working hours from 15.7%<br />
in 2004 to 10.1% in <strong>2005</strong>. This is a satisfactory<br />
performance, but the company<br />
has nonetheless targeted a further<br />
improvement.<br />
Ferd AS had 29 employees at the<br />
close of 2004, of which 21 are male and<br />
8 are female. Four new male employees<br />
were appointed in <strong>2005</strong>. One of the<br />
objectives of the Ferd Academy, which<br />
identifies and provides further training<br />
for promising young managers, is to<br />
create a better balance between the<br />
sexes in senior management. So far<br />
19 members of staff have completed<br />
the Ferd Academy training program,<br />
of which 7 are female.<br />
The Board of Directors of Ferd<br />
Holding comprises two female nonexecutive<br />
directors and three male<br />
non-executive directors.<br />
ALLOCATION OF THE RESULT FOR THE YEAR<br />
Ferd Holding AS (the parent company)<br />
reported a profit for the year of NOK 4<br />
million, which is transferred to other<br />
equity. The company’s distributable<br />
reserves amount to NOK 325 million.<br />
The annual accounts have been prepared<br />
on the going concern assumption.<br />
The group made good progress in<br />
<strong>2005</strong> in line with Ferd’s strategic direction.<br />
The Board would like to thank all<br />
employees for their enthusiasm and<br />
commitment.<br />
Johan H. Andresen Jr.<br />
CEO
The Board of Directors of Ferd Holding:<br />
Jo Lunder, Gunn Wærsted, Urban Jansson,<br />
Wenche Agerup and Henrik Brandt.<br />
GUNN WÆRSTED, Chair, is the Managing<br />
Director of SpareBank 1 Gruppen AS and<br />
has extensive experience of financial and<br />
insurance business in Norway. She has<br />
held a number of board appointments<br />
with companies and other bodies since<br />
the end of the 1980s, and her current<br />
appointments include Chair of the Board<br />
of the Norwegian School of Management,<br />
Chair of the Executive Board of the<br />
Norwegian Financial Services Association,<br />
member of the Corporate Assembly of<br />
both Orkla and Rieber & Søn and member<br />
of the Election Committee for Norske<br />
Skog and Schibsted.<br />
WENCHE AGERUP is Vice President, Alumina<br />
& Bauxite, at Norsk Hydro ASA where she<br />
was previously Vice President, Corporate<br />
Mergers & Acquisitions. Her previous experience<br />
includes practising as a lawyer at<br />
Thommesen, Krefting, Greve & Lund and<br />
employment with Nycomed ASA.<br />
HENRIK BRANDT is Danish and the<br />
Managing Director of Unomedical AS in<br />
Denmark. He has extensive international<br />
experience from a number of senior<br />
positions with Sophus Berendsen and<br />
Skandinavisk Tobakskompagni A/S.<br />
Mr Brandt is a board member for Royal<br />
Unibrew A/S.<br />
URBAN JANSSON is Swedish and a board<br />
member of a number of companies including<br />
Addtech, Ahlström, Eniro, Plantasjen,<br />
SEB, Tylö, Clas Ohlson, i.a. His previous<br />
experience includes Chief Executive Officer<br />
of Ratos, a family-owned company that<br />
was subsequently listed on the stock<br />
exchange. Mr Jansson was the first CEO of<br />
Ratos not to come from the owning family.<br />
Prior to this he held a number of senior<br />
positions in Incentive AB and SE Banken.<br />
JO LUNDER is CEO of Ementor ASA. Prior to<br />
this, he was the working Chairman and<br />
CEO of the Russian telecommunications<br />
company VimpelCom, which is partly<br />
owned by Telenor. He also has experience<br />
from other senior appointments in the<br />
Telenor group and with Norgeskreditt.<br />
13
14<br />
IN FROM THE OCEAN. There are a number of types of lighthouse that perform<br />
different functions. Coastal lights – represented here by Skomvær<br />
lighthouse –are built on the edge of the ocean, normally on wind swept<br />
rocky islets or headlands. They need to be visible from way out at sea,<br />
and therefore need an elevated location or a high tower to compensate<br />
for the curvature of the earth.
Consolidated profit and loss account - Ferd Holding Group<br />
Figures in NOK 1 000 <strong>2005</strong> <strong>2005</strong> 2004 2003<br />
OPERATING REVENUE AND OPERATING EXPENSES<br />
Note uro 1) NOK NOK NOK<br />
Operating revenue 2,3,4 747 603 5 969 608 5 956 732 5 582 320<br />
Cost of goods sold 4 381 074 3 042 878 3 037 021 2 786 175<br />
Salary and personnel costs 6 119 382 953 263 1 072 577 996 504<br />
Ordinary depreciation 2,7,8 39 121 312 378 381 839 335 438<br />
Write-down of fixed assets and intangible assets 7,8 8 682 69 326 134 502 14 279<br />
Other operating expenses 3 88 588 707 372 689 789 718 945<br />
Total operating expenses 636 847 5 085 217 5 315 727 4 851 341<br />
Operating profit 2 110 756 884 391 641 005 730 979<br />
FINANCIAL INCOME AND FINANCIAL EXPENSES<br />
Income from associated companies 11 1 266 10 112 7 623 - 20 841<br />
Gain on sale of shares in Skandinavisk Tobakskompagni A/S 5 380 388 3 037 399 0 0<br />
Financial income 5 34 973 279 258 266 913 278 161<br />
Financial expenses 5 - 11 568 - 92 371 - 133 609 - 196 335<br />
Net financial items 405 059 3 234 398 140 927 60 985<br />
Profit before tax and minority interests 515 815 4 118 789 781 931 791 964<br />
Tax 16 11 658 93 091 117 882 205 773<br />
PROFIT FOR THE YEAR 504 157 4 025 698 664 049 586 191<br />
Minority share of profit for the year 14 093 112 533 7 586 9 555<br />
Majority share of profit for the year 490 064 3 913 165 656 463 576 636<br />
1) Figures presented in Euro are the figures from the accounts denominated in NOK converted at the exchange rate as of 31.12.05. The exchange rate applied<br />
was 7.9850.<br />
15
Consolidated balance sheet at 31. December - Ferd Holding Group<br />
Figures in NOK 1 000 <strong>2005</strong> <strong>2005</strong> 2004<br />
ASSETS<br />
Fixed assets<br />
Intangible assets<br />
16<br />
Note uro 1) NOK NOK<br />
Patents, trademarks and software 7 6 580 52 543 28 280<br />
Deferred tax assets 16 25 874 206 604 174 196<br />
Goodwill 7 17 979 143 566 214 271<br />
Total intangible fixed assets 50 433 402 713 416 747<br />
Tangible fixed assets<br />
Land, buildings and other real estate 8 47 213 376 999 445 753<br />
Plant and machinery 8 126 569 1 010 654 1 082 957<br />
Fixtures and fittings, vehicles, and other equipment 8 6 007 47 966 60 487<br />
Total tangible fixed assets 179 789 1 435 619 1 589 197<br />
Financial fixed assets<br />
Interests in associated companies 11 12 647 100 989 80 236<br />
Equity investments and limited partnerships 9 426 3 398 308 087<br />
Prepaid pensions 15 456 3 645 18 609<br />
Other receivables 14 642 116 915 73 033<br />
Total financial fixed assets 28 171 224 947 479 965<br />
Total fixed assets 258 393 2 063 279 2 485 909<br />
Current assets<br />
Inventories 12 115 596 923 036 863 491<br />
Receivables<br />
Accounts receivable 85 769 684 869 620 962<br />
Other receivables 73 836 589 583 362 216<br />
Total receivables 159 605 1 274 452 983 178<br />
Financial current assets<br />
Equities and equity funds 10 271 185 2 165 413 1 506 739<br />
Bonds 10 4 452 35 546 45 329<br />
Other non-listed investments 10 86 598 691 484 600 935<br />
Total financial current assets 362 235 2 892 443 2 153 003<br />
Bank deposits 480 558 3 837 258 679 706<br />
Total current assets 1 117 994 8 927 189 4 679 378<br />
TOTAL ASSETS 1 376 387 10 990 468 7 165 287<br />
1) Figures presented in Euro are the figures from the accounts denominated in NOK converted at the exchange rate as of 31.12.05.<br />
The exchange rate applied was 7.9850
Consolidated balance sheet at 31. December - Ferd Holding Group<br />
Figures in NOK 1 000 <strong>2005</strong> <strong>2005</strong> 2004<br />
EQUITY AND LIABILITIES<br />
Equity<br />
Paid-in equity<br />
Note uro 1) NOK NOK<br />
Aksjekapital 13,14 6 074 48 500 48 500<br />
Share capital 14 265 755 2 122 050 2 122 050<br />
Other Paid-in equity 14 91 143 727 776 727 776<br />
Total paid-in equity 362 972 2 898 326 2 898 326<br />
Retained earnings<br />
Hedging reserves 14 -370 -2 951 0<br />
Retained earnings 14 674 387 5 384 982 1 565 833<br />
Minority interests' share in capital 14 16 597 132 529 21 190<br />
Total retained earnings 690 614 5 514 560 1 587 023<br />
Total equity 1 053 586 8 412 886 4 485 349<br />
Liabilities<br />
Provisions<br />
Pension liabilities 15 25 702 205 233 118 822<br />
Deferred tax 16 16 524 131 944 135 562<br />
Total provisions 42 226 337 177 254 384<br />
Other long-term liabilities<br />
Liabilities to financial institutions 17 103 145 823 609 1 018 480<br />
Other long-term liabilities 13 823 110 376 123 768<br />
Total other long-term liabilities 116 968 933 985 1 142 248<br />
Current liabilities<br />
Liabilities to financial institutions 23 570 188 204 125 546<br />
Accounts payable 55 711 444 853 461 373<br />
Tax payable 16 6 619 52 855 33 671<br />
Employer's contributions, duties etc. payable 10 965 87 558 95 115<br />
Dividends 14 4 34 30 445<br />
Other current liabilities 66 740 532 916 537 156<br />
Total current liabilities 163 608 1 306 420 1 283 306<br />
Total liabilities 322 801 2 577 582 2 679 938<br />
TOTAL EQUITY AND LIABILITIES 1 376 387 10 990 468 7 165 287<br />
1) Figures presented in Euro are the figures from the accounts denominated in NOK converted at the exchange rate as of 31.12.05. The<br />
exchange rate applied was 7.9850<br />
Gunn Wærsted<br />
Chair<br />
Bærum, 23 March 2006<br />
The Board of Directors of Ferd Holding AS<br />
Wenche Agerup Henrik Brandt Urban Jansson Jo Lunder<br />
Johan H. Andresen Jr.<br />
CEO<br />
17
Consolidated cash flow analysis - Ferd Holding Group<br />
Figures in NOK 1 000 <strong>2005</strong> <strong>2005</strong> 2004 2003<br />
Cash flow from operational activities<br />
18<br />
uro 1) NOK NOK NOK<br />
Profit before tax and minority interests 515 816 4 118 789 781 931 791 964<br />
Tax paid - 5 769 - 46 064 - 90 300 - 91 847<br />
Ordinary depreciation and write down 47 803 381 704 516 341 349 717<br />
Share in profit of associated companies - 1 266 - 10 112 - 7 623 20 841<br />
Gains and losses on sales of securities, net - 464 565 -3 709 550 - 706 324 - 447 118<br />
Gains and losses on sales of fixed assets, net - 1 643 - 13 122 - 20 924 - 3 280<br />
Change in inventories - 5 382 - 42 974 - 43 164 82 217<br />
Change in accounts receivable - 6 231 - 49 754 62 719 40 050<br />
Change in accounts payable - 4 581 - 36 579 19 493 - 20 105<br />
Change in other current assets and current liabilities, net - 40 868 - 326 332 89 417 10 888<br />
Net cash from operational activities 33 314 266 006 601 566 733 327<br />
Cash flow from investment activities<br />
Proceeds from sales of tangible assets 6 884 54 970 43 312 19 421<br />
Investments in tangible assets - 34 558 - 275 947 - 387 527 - 525 374<br />
Proceeds from sale of shares in Skandinavisk Tobakskompagni A/S 417 109 3 330 614 0 0<br />
Net investment in securities - 10 619 - 84 793 80 758 540 684<br />
Net receipts from/ payments to other investments 5 427 43 335 305 338 - 16 549<br />
Net cash flow from investment activities 384 243 3 068 179 41 881 18 182<br />
Cash flow from financing activities<br />
Change in liabilities to financial institutions - 17 032 - 136 003 - 847 798 - 438 693<br />
Equity paid-in 0 0 2 100 050 0<br />
Dividends paid - 4 312 - 34 435 -2 182 500 - 20 855<br />
Payments to minority interests - 776 - 6 195 - 60 - 5 072<br />
Net cash flow from financing activities - 22 120 - 176 633 - 930 308 - 464 620<br />
Net increase (decrease) in bank deposits 395 435 3 157 552 - 286 861 286 889<br />
Bank deposits at 01.01 85 123 679 706 966 567 679 678<br />
Bank deposits at 31.12 480 558 3 837 258 679 706 966 567<br />
1) Figures presented in Euro are the figures from the accounts denominated in NOK converted at the exchange rate as of 31.12.05.<br />
The exchange rate applied was 7.9850
Notes - Ferd Holding Group<br />
NOTE 1 ACCOUNTING PRINCIPLES<br />
The accounts have been prepared in accordance with the Accounting Act of<br />
1998 and generally accepted accounting principles in Norway.<br />
The management’s preparation of the accounts is partly based on assumptions<br />
and estimates that will affect the accounting value of assets, liabilities,<br />
income, expenses and information on contingent liabilities in the notes to the<br />
financial statements. Actual numbers may deviate from the original estimates.<br />
Consolidation<br />
The consolidated accounts include Ferd Holding AS and subsidiaries. The<br />
group accounts show the financial condition of the companies as one unit and<br />
include those companies where Ferd Holding AS directly or indirectly owns<br />
50% or more of the voting share capital and / or exercises controlling influence.<br />
All material transactions and accounts payable and receivable between<br />
companies in the group are netted off in the consolidated accounts.<br />
The group’s interest in jointly controlled companies is recognised on the proportional<br />
consolidation method and is included in the relevant items of the<br />
group’s profit and loss account and balance sheet. Where the group’s ownership<br />
interest in a company is between 20% and 50% of the voting capital<br />
and the group exercises significant influence (associated companies), the<br />
equity method of accounting is applied to the investment. The equity<br />
method implies that the group’s share of the company’s profit for the year is<br />
shown in the accounts as a separate line in the profit and loss account and<br />
the group’s interest in the equity of associated companies, adjusted for any<br />
over-value, is shown as a fixed asset in the balance sheet.<br />
In the parent company accounts, investments in subsidiaries, jointly controlled<br />
companies and associated companies are recognised in accordance<br />
with the cost method of accounting.<br />
All acquisitions are recognised in accordance with the past equity method.<br />
When subsidiaries are acquired, the cost of the shares is netted against the<br />
subsidiary’s equity at the date of acquisition. Any over-value in excess of the<br />
equity of the subsidiary is posted to identifiable assets and liabilities so that<br />
they are stated at their actual value at the date of acquisition. Any over-value<br />
that cannot be attributed to assets or liabilities is capitalised as goodwill.<br />
Goodwill is amortised on a linear basis according to the plan referred to in<br />
note 7 taking into consideration expected future cash flows. Goodwill is<br />
tested for impairment if indications exist at the reporting date that goodwill<br />
may be impaired. For the purpose of impairment testing, goodwill is allocated<br />
to the cash-generating unit that has benefited from the synergies of<br />
the business acquisition.<br />
Translation of accounts denominated in foreign currency<br />
The profit and loss account of overseas subsidiaries is converted to<br />
Norwegian kroner at the average exchange rate for the year. Balance sheet<br />
items, including over-value and goodwill, are converted at the exchange rate<br />
on the date of the balance sheet. Foreign exchange gains or losses arising<br />
from the translation of foreign subsidiaries’ accounts to Norwegian kroner<br />
are applied directly against the group’s equity capital.<br />
Foreign currencies<br />
Monetary items denominated in foreign currency are converted to Norwegian<br />
kroner at the exchange rate on the balance sheet date.<br />
Recognition of income<br />
As a general rule income is recognised on the sale of goods or services at<br />
the date of delivery provided that risk and ownership is transferred to the<br />
customer. Unrealised gains or losses on listed securities which have a sufficiently<br />
deep and liquid market, and which are classified as current assets,<br />
are recognised to profit and loss on the balance sheet date.<br />
Realised gains from the sale of the investments in the Ferd Private Equity<br />
Fund are recognised at the date the respective portfolio investment is sold<br />
by Ferd Private Equity Fund. The gain is calculated as Ferd’s share of the sale<br />
proceed less for the original cost of the respective investment space. Any<br />
related contingent bonus is accrued for at the time of realisation, based on<br />
best estimate.<br />
Realised gains from the sale of investments in funds within Ferd Venture<br />
are recognised only to the extent that gains exceed the original cost of the<br />
investment in the fund.<br />
Foreign currency and interest rate risk<br />
The Ferd Holding group makes use of various financial derivatives to manage<br />
interest rate risk and foreign currency exposure. In the consolidated accounts,<br />
financial derivatives are marked to their market value when market value<br />
can be reliably estimated. Income and expenses arising from contracts<br />
entered into and designated as fair value hedging instruments are amortised<br />
and classified in the same way as the underlying balance sheet item that is<br />
being hedged. Income and expenses arising from contracts entered into and<br />
designated as cash flow hedges are deferred in equity until the hedged<br />
transaction is recognised to profit and loss.<br />
Currency and interest rate hedging transactions which are not designated as<br />
hedging instruments for accounting purposes are valued at market value and<br />
recognised to profit and loss as financial income or expense.<br />
Leases<br />
Leases are classified as finance leases and the corresponding assets and<br />
obligations are recorded on the balance sheet when substantially all of the<br />
risks and rewards of ownership have been transferred to Ferd. All other<br />
leases are classified as operating leases.<br />
Intangible assets<br />
Intangible assets are included in the balance sheet at cost, if:<br />
1. It is likely that future economic benefits will flow to the enterprise, and<br />
2. the cost of the asset can be measured reliably.<br />
Intangible assets that are acquired separately are recognised in the balance<br />
sheet at acquisition cost. Intangible assets acquired as part of a business<br />
combination are recognised separately at fair value to the extent criteria for<br />
separate recognition are satisfied.<br />
Intangible assets, except for assets with indefinite economic life, are depreciated<br />
on a linear basis over their expected economic life.<br />
Tangible fixed assets<br />
Assets intended for permanent ownership or use are classified as fixed assets.<br />
All other assets are classified as current assets. Fixed assets are shown in the<br />
balance sheet at acquisition cost less accumulated depreciation. Fixed assets are<br />
depreciated on a linear basis over their expected economic life. If any indication<br />
exist on reporting date that the fixed assets may be impaired, fixed assets are<br />
tested for impairment by estimating recoverable amount. The recoverable<br />
amount is the higher of its fair value lest costs to sell and its value in use.<br />
Write-downs may be reversed to the extent that the reason for the write-down<br />
ceases to apply. Gains or losses on the sale of fixed assets are included as operating<br />
income or operating expense respectively in the profit and loss account.<br />
Inventories<br />
Inventories are valued at the lower of average cost applying the FIFO principle<br />
or net sales value. Goods manufactured in-house are valued at the full<br />
cost of manufacture and are written down to net sales value to the extent<br />
that net sales value is lower than capitalised cost of manufacture. The cost of<br />
manufacture includes the cost of raw materials, energy, direct salaries, and a<br />
proportion of indirect costs including depreciation. The net sales value of raw<br />
materials and work in progress is calculated as the sales value of the equivalent<br />
finished goods reduced to take into account the remaining manufacturing<br />
costs and sales costs.<br />
Construction contracts<br />
Operating revenue from construction contracts is recognised in pace with the<br />
progress of the contract (percentage of completion method of accounting).<br />
The degree of completion is calculated on the basis of the costs incurred at<br />
the balance sheet date as a percentage of estimated total costs.<br />
Receivables<br />
Customer receivables and other accounts receivable are carried in the<br />
accounts at face value net of provisions for expected losses. Provisions for<br />
losses on customer receivables are recognised after a specific evaluation of<br />
individual receivables and of receivables as a whole.<br />
19
Notes - Ferd Holding Group<br />
Financial current assets<br />
Holdings of shares and other equity investments of strategic or industrial<br />
character are classified as fixed assets. These investments are recognised in<br />
the balance sheet at the cost of acquisition, and are written down to fair<br />
value if a fall in value is assumed not to be of a temporary nature. Dividends<br />
and other distributions of profit received are recognised to income as financial<br />
income.<br />
Investments of a financial nature are classified as current assets. Listed securities<br />
with a good spread of ownership and good liquidity are included in the<br />
trading portfolio and are valued at market value at the date of the balance<br />
sheet. Other financial securities classified as current assets and managed as a<br />
unified portfolio are adjusted for any fall in value if the total portfolio of such<br />
financial securities has an estimated value lower than acquisition cost. Other<br />
financial securities, including portfolio investments in Ferd Private Equity Fund,<br />
are adjusted for any fall in value based on an individual assessment.<br />
Interest bearing securities are recognised at actual value. Market value is calculated<br />
theoretically, based on the yield curve for the respective market and<br />
the issuer’s credit risk.<br />
The net result of investment activities is included in operating revenue in the<br />
profit and loss account.<br />
Bank deposits<br />
Bank deposits include, cash, bank deposits and other monetary instruments<br />
with a maturity of less than three months at the date of purchase. The majority<br />
of the subsidiaries are included in one of the group’s two cash pool<br />
arrangements.<br />
Liabilities<br />
Liabilities that fall due for payment later than 12 months from the date of the<br />
balance sheet and the first year’s instalment payment on such liabilities are<br />
classified as long-term liabilities. Other liabilities are classified as current liabilities.<br />
Liabilities are carried in the balance sheet at their nominal amount at<br />
the time they are incurred. Unrealised gains or losses resulting from changes<br />
in interest rates are not recognised to profit and loss.<br />
Tax<br />
Tax expenses are matched with operating income before tax. The tax expense<br />
is made up of tax payable and change in deferred tax. Tax arising from equity<br />
transactions is applied directly to equity.<br />
20<br />
Deferred tax in the balance sheet is calculated on the basis of temporary<br />
differences between taxation and accounting values and tax losses carried<br />
forward at the close of the accounting year. Tax reducing temporary differences<br />
and tax losses carried forward are netted against tax increasing temporary<br />
differences that reverse in the same period. Full provision is made for<br />
deferred tax in accordance with the liability method without discounting to<br />
current value, and deferred tax and deferred tax assets are presented as a<br />
net figure in the balance sheet after offset. Deferred tax assets that cannot<br />
be offset are capitalised if it is likely that the benefit can be utilised in<br />
respect of future earnings.<br />
No provision is normally made for deferred tax on retained surpluses in subsidiaries<br />
since it is assumed that such surpluses will remain invested in these<br />
companies.<br />
Pension costs and pension assets/liabilities<br />
Liability in respect of pension commitments is calculated as the discounted<br />
current value of the future pension benefits for which entitlement has been<br />
earned at the date of the balance sheet, based on a linear accrual of pension<br />
rights over the employee’s period of service. Pension assets are valued at<br />
market value at the date of the balance sheet, and are recognised net of<br />
pension liabilities in respect of each pension scheme.<br />
Net pension assets are shown as long-term receivables and net pension liabilities<br />
are shown as long-term liabilities. The calculation of pension assets and<br />
pension liabilities is based on economic and actuarial assumptions as set out<br />
in Note 15.<br />
The net pension cost for the year forms part of salary and personnel costs,<br />
and is made up of the discounted current value of pension rights earned in<br />
the year, the interest accruing on pension liabilities, the expected return on<br />
pension assets and the effect of changes in estimates and the terms of pension<br />
schemes and accrued employers’ social security contributions. The accumulated<br />
effect of changes in estimates and deviations between estimated<br />
and actual return as of 1 January <strong>2005</strong>, and the change in accounting principle<br />
has been recorded to equity.<br />
Reclassification<br />
Some previous years’ figures have been reclassified to be comparable to the<br />
<strong>2005</strong> accounts.
Notes - Ferd Holding Group<br />
NOTE 2 ANALYSIS BY BUSINESS AREA<br />
Business area Elopak Private Equity 1)<br />
NOK 1 000 <strong>2005</strong> 2004 2003 <strong>2005</strong> 2004 2003<br />
External operating revenue 4 775 555 4 731 225 4 344 632 109 454 225 173 294 435<br />
Intra-group operating revenue 0 0 0 0 11 390 0<br />
Depreciation and write-downs 351 121 491 369 304 447 45 4 066 28 535<br />
Operating profit 251 448 26 894 242 398 46 945 148 429 -20 453<br />
Total assets 3 565 722 3 653 044 3 886 245 603 248 495 102 397 212<br />
Business area Invest Venture<br />
NOK 1 000 <strong>2005</strong> 2004 2003 <strong>2005</strong> 2004 2003<br />
External operating revenue 571 678 382 142 412 644 22 874 -3 837 3 987<br />
Depreciation and write-downs 90 127 113 74 22 11<br />
Operating profit 565 823 377 938 407 051 11 829 -13 395 -7 086<br />
Total assets 2 317 943 1 698 862 1 322 386 260 405 181 036 256 655<br />
Business area Real Estate Other 1),2)<br />
NOK 1 000 <strong>2005</strong> 2004 2003 <strong>2005</strong> 2004 2003<br />
External operating revenue 91 687 185 889 174 173 398 360 436 140 352 449<br />
Intra-group operating revenue 9 203 7 320 6 483 -9 203 -18 709 -6 483<br />
Depreciation and write-downs 17 341 8 889 8 856 13 034 11 868 7 755<br />
Operating profit 55 616 104 458 58 656 -47 270 -3 319 50 413<br />
Total assets 491 697 448 374 465 372 3 751 452 688 870 1 249 750<br />
Business area Group<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
External operating revenue 5 969 608 5 956 732 5 582 320<br />
Depreciation and write-downs 381 704 516 341 349 717<br />
Operating profit 884 391 641 005 730 979<br />
Total assets 10 990 468 7 165 288 7 577 620<br />
1) Swix is reclassified from Private Equity to Other in 2004. In 2003, the numbers for Private Equity and for Other are adjusted to include this change.<br />
2) The dividend received and the gain from sale of the group's 17.2% interest in Skandinavisk Tobakskompagni A/S are classified as financial income.<br />
Geographic analysis of sales<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
Norway 1 257 335 1 322 183 1 027 111<br />
Rest of Europe 3 616 294 3 749 148 3 578 742<br />
America 604 539 527 002 599 035<br />
Rest of the world 491 440 358 399 377 432<br />
Total 5 969 608 5 956 732 5 582 320<br />
Geographic analysis of sales is based on the customer's geographic location. Operating revenue includes the investment activities' net profit/loss on equities and<br />
other investments, which is attributable entirely to Norway.<br />
NOTE 3 BUSINESSES SOLD<br />
<strong>2005</strong> 2004 2003<br />
Gramamed/<br />
Hageveien 4 Seifried and TiTech Scott Sea/Coremar/ Fastighets<br />
NOK 1 000 AS Olma Nealko Visionsort Equipment Agrosol AS Aquemar AB Jämtland<br />
Date of sale Dec Aug Aug Jun Jan Dec Nov Oct<br />
Sales proceeds 63 663 26 400 14 600 202 210 97 104 735 16 563 13 958<br />
Book value at date of sale 37 568 22 000 21 200 61 887 90 797 -8 480 38 007 11 320<br />
Gain / loss on disposal 26 095 4 400 -6 600 140 323 6 307 9 215 -21 444 2 638<br />
21
Notes - Ferd Holding Group<br />
NOTE 4 CONSTRUCTION CONTRACTS<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
Revenue recognised on construction contracts 0 92 083 111 313<br />
Costs incurred in respect of revenue earned 0 - 64 562 - 90 186<br />
Net profit recognised<br />
on construction contracts 0 27 521 21 127<br />
The degree of completion is the ratio between project costs incurred to date<br />
and the estimated total cost of the project.<br />
NOTE 5 FURTHER DETAILS ON AGGREGATE ITEMS<br />
Profit and loss account<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
Dividends received 206 443 215 022 211 007<br />
Interest income 58 976 47 496 59 536<br />
Other financial income 13 839 4 395 7 618<br />
Total financial income 279 258 266 913 278 161<br />
Interest expense - 81 733 - 106 882 - 141 389<br />
Other financial expense - 10 638 - 26 727 - 54 946<br />
Total financial expense - 92 371 - 133 609 - 196 335<br />
Sale of shares in Skandinaviske Tobakskompagni A/S<br />
Ferd's 17.2% interest in Skandinavisk Tobakskompagni A/S was sold in<br />
October <strong>2005</strong>.<br />
NOK 1 000<br />
Sales proceeds 3 330 614<br />
Book value of shares 293 215<br />
Gain from sale of shares 3 037 399<br />
NOTE 6 SALARY AND PERSONNEL COSTS, EMPLOYEE NUMBERS<br />
AND OTHER REMUNERATION<br />
Salary and personnel costs<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
Wages and salaries 758 402 831 885 781 149<br />
Social security contributions 89 125 102 059 89 402<br />
Pension costs (note 15) 10 490 52 217 44 511<br />
Other benefits 95 246 86 416 81 442<br />
Total salary and personnel costs 953 263 1 072 577 996 504<br />
Average number of employees 2 253 2 219 2 380<br />
Auditor<br />
Deloitte Touche Tohmatsu is the auditor for the group. However, certain companies<br />
in the group are audited by other accountancy firms. Fees paid for<br />
audit and audit-related services for the group in <strong>2005</strong> totalled TNOK 10 308,<br />
while fees for other attestation services amounted to TNOK 280, fees for tax<br />
services were TNOK 3 322 and fees for other services were TNOK 1 348.<br />
NOTE 7 INTANGIBLE ASSETS<br />
Intangible assets<br />
NOK 1 000<br />
Patents, trademarks<br />
and<br />
software 1) Goodwill 2) Total<br />
Acquisition cost at 01.01 210 325 559 236 769 561<br />
Additions / disposals 25 560 200 25 760<br />
Translation differences - 1 833 6 198 4 365<br />
Acquisition cost at 31.12 234 051 565 633 799 686<br />
Accumulated depreciation at 31.12 165 885 268 539 434 424<br />
Accumulated write-down at 31.12 15 623 153 528 169 151<br />
Book value at 31.12 52 543 143 566 196 111<br />
Depreciation for the year 6 179 36 633 42 812<br />
Write-down for the year 2 989 40 845 43 834<br />
Economic life 3-10 yrs / 3-15 yrs<br />
indefinite<br />
Depreciation method Linear Linear<br />
22<br />
Research and development<br />
The cost of research and development recognised to profit and loss in <strong>2005</strong><br />
amounted to 96 975. The equivalent cost in 2004 was 119 145. The<br />
expected future earnings arising from current research and development<br />
projects are expected to be at least equivalent to the total costs involved.<br />
1) Software<br />
The group has reclassified Software from tangible assets to intangible<br />
assets effective from 01.01.<strong>2005</strong>. Acquisition costs, accumulated depreciation<br />
and accumulated write-downs related to these assets were 118 100,<br />
109 700 and 200, respectively, as at 01.01.<strong>2005</strong>.<br />
2) Goodwill<br />
Goodwill in Auspac Ltd. (UK) is written down by 40 845 in <strong>2005</strong>. The cash<br />
generating unit assessed was Auspac Ltd. and the recoverable amount is<br />
estimated as the value in use by discounting expected future cash flows<br />
using a discount rate of 9.8%.<br />
Goodwill arising from corporate acquisitions<br />
Acquisition Book Depre-<br />
Year of cost a value at ciation<br />
NOK 1 000 acquisition 31.12.05 31.12.05 period<br />
Elopak BV (Variopak) 2003 107 098 64 308 5 years<br />
Auspac Ltd. 2001/2003 55 733 0 8 years<br />
Elofin Oy 1999 46 170 26 151 15 years<br />
Envases 1997/1998 65 985 30 777 15 years<br />
Elite Sport AS 2004 16 200 9 720 5 years<br />
Elopak Precision Machining Inc. 1999 54 341 9 789 10 years<br />
Unifill SPA 1995 180 351 0 10 years<br />
Other 39 755 2 821 3-15 years<br />
Total 565 633 143 566<br />
NOTE 8 TANGIBLE FIXED ASSETS<br />
Fixtures and<br />
Factories, fittings,<br />
buildings, vehicles,<br />
and other Plant and and other<br />
NOK 1 000 real estate machinery equipment 1) Total<br />
Acquisition cost at 01.01 774 105 2 524 982 210 429 3 509 516<br />
Additions 4 588 255 381 15 978 275 947<br />
Disposals - 52 031 - 222 608 - 33 341 - 307 980<br />
Translation differences 5 196 - 23 896 - 441 - 19 141<br />
Acquisition cost at 31.12 731 858 2 533 859 192 625 3 458 342<br />
Accumulated depreciation at 31.12 344 775 1 489 846 144 588 1 979 209<br />
Accumulated write-down at 31.12 10 084 33 359 71 43 514<br />
Book value at 31.12 376 999 1 010 654 47 966 1 435 619<br />
Depreciation for the year 21 083 228 750 19 729 269 562<br />
Write-down for the year 10 042 15 439 11 25 492<br />
Economic life 5-50 yrs 5-15 yrs 3-13 yrs<br />
Depreciation method Linear Linear Linear<br />
<strong>Annual</strong> lease payments<br />
not capitalised 50 145 30 399 31 634 112 178<br />
1) Software<br />
The group has reclassified Software from tangible assets to intangible<br />
assets effective 01.01.<strong>2005</strong>. Acquisition costs, accumulated depreciation<br />
and accumulated write-downs related to these assets were 118 100,<br />
109 700 and 200, respectively, as at 01.01.<strong>2005</strong>.<br />
NOTE 9 AKSJER OG ANDELER I ANDRE SELSKAPER<br />
NOK 1 000 Book value Ownership interest<br />
Norse Crown Sdn. Bhd. 2 800 20.0%<br />
Norsk Returkartong AS 50 50.0%<br />
Others 548<br />
Total 3 398
Notes - Ferd Holding Group<br />
NOTE 10 FINANCIAL CURRENT ASSETS<br />
Listed equity investments<br />
Acquisition Ownership<br />
NOK 1 000 cost Market value Book value interest<br />
10 largest norwegian equity investments ranked by market value<br />
Orkla ASA 134 716 231 985 231 985 0.4%<br />
Lerøy Seafood Group ASA 96 000 219 000 219 000 7.6%<br />
Nordic Semiconductor ASA 22 371 119 700 119 700 5.4%<br />
Storebrand ASA 103 265 117 712 117 712 0.8%<br />
Telenor ASA 41 888 82 813 82 813 0.0%<br />
Kongsberg Gruppen ASA 62 157 80 600 80 600 2.2%<br />
Andword Tybring-Gjedde ASA 28 018 75 899 75 899 5.0%<br />
Norman ASA 42 069 59 325 59 325 9.9%<br />
Otrum ASA 21 338 54 000 54 000 9.1%<br />
Subsea 7 ASA 14 951 49 445 49 445 0.4%<br />
Andre norske 294 921 333 309 333 309<br />
Total investment in listed Norwegian equities 861 694 1 423 787 1 423 787<br />
Foreign equity funds 545 778 741 626 741 626<br />
Total foreign shares 545 778 741 626 741 626<br />
Total investment in listed equities and equity funds 1 407 472 2 165 413 2 165 413<br />
Non-listed investments<br />
Ownership<br />
NOK 1 000 Book value interest<br />
Norwegian<br />
K/S Technoinvest VII 21 350 1.3%<br />
Forbrukerforsikring AS 20 000 2.9%<br />
Affitech AS 17 776 21.9%<br />
Vensafe ASA 16 100 11.2%<br />
Colibria AS 15 200 17.9%<br />
Nacre AS 15 000 28.4%<br />
Omnia ASA 10 915 15.6%<br />
Mohive AS 9 000 30.0%<br />
Cinevation AS 7 000 21.0%<br />
Energy Ventures II KS 5 756 21.7%<br />
Genkey AS 5 000 36.7%<br />
Energy Ventures II AS 3 818 26.0%<br />
Energy Ventures AS 1 405 28.1%<br />
Other Norwegian 15 435<br />
Foreign<br />
Ferd Private Equity Fund 476 613 63.9%<br />
Amerscan Partners III Ltd Partnership 20 306 10.5%<br />
Bone Support AB 12 758 17.8%<br />
MariCal Inc 12 355 16.0%<br />
Ferd Private Equity (GP-I) Ltd 122 40.0%<br />
Ferd Private Equity (GP-II) Ltd 122 40.0%<br />
Other foreign 5 452<br />
Total non-listed investments 691 484<br />
Bonds<br />
NOK 1 000 Currency Market value<br />
Category of issuer<br />
Norwegian banks and other financial institutions NOK 15 344<br />
Norwegian industrial enterprises NOK 20 202<br />
Total bonds 35 546<br />
23
Notes - Ferd Holding Group<br />
NOTE 11 ASSOCIATED COMPANIES<br />
Associated companies<br />
Elopak Elopak<br />
NOK 1 000 Obeikan Ltd. South Africa Other Total<br />
Ownership and voting interest 49.0% 50.0% 49.0%<br />
Acquisition cost 54 136 25 662 825 80 623<br />
Share of profit at 01.01 26 962 4 107 - 2 078 28 991<br />
Goodwill depreciation at 01.01 - 14 161 - 4 231 0 - 18 392<br />
Translation differences / netting - 12 121 - 118 198 - 12 041<br />
Presented as liabilities 0 0 1 055 1 055<br />
Book value at 01.01 54 816 25 420 80 236<br />
Additions during the year 556 556<br />
Share of profit for the year 10 386 6 607 - 3 307 13 686<br />
Goodwill depreciation / write-down - 1 534 - 2 040 - 3 574<br />
Translation differences / netting 7 434 - 100 - 293 7 041<br />
Presented as liabilities 3 044 3 044<br />
Book value at 31.12 71 102 29 887 100 989<br />
Shares in associated companies are recognised in the consolidated accounts in accordance with the equity method of accounting.<br />
Jointly controlled activities recognised in accordance with the proportional consolidation method of accounting<br />
The following jointly controlled companies are recognised on the proportional consolidation method an are included line by line in the group's consolidated<br />
accounts. Key figures for the contribution of jointly controlled companies to the consolidated accounts are as follows:<br />
Elopak Envases Elopak Elopak Plastic<br />
NOK 1 000 Danmark AS S.A de C.V. Elopak AB Elopak S.A Systems Hellas SA Elocap Ltd. Total<br />
Ownership and voting interest 50.0% 49.0% 50.0% 50.0% 50.0% 50.0%<br />
Operating revenue 308 240 216 174 122 850 47 956 30 363 44 453 770 036<br />
Operating profit 37 820 25 710 13 232 3 867 460 4 446 85 535<br />
Total assets 222 119 169 975 74 879 42 443 51 601 59 989 621 006<br />
-of which bank deposits 21 30 261 6 761 833 1 452 2 264 41 592<br />
NOTE 12 INVENTORIES<br />
NOK 1 000 <strong>2005</strong> 2004<br />
Raw materials 368 876 317 705<br />
Work in progress 91 216 87 736<br />
Finished products 462 944 458 050<br />
Total 923 036 863 491<br />
NOTE 14 EQUITY<br />
Share Share premium Other paid-in Hedging Retained Minority Total<br />
NOK 1 000 capital account capital reserves earnings interests equity<br />
Equity at 01.01 48 500 2 122 050 727 776 1 565 833 21 190 4 485 349<br />
Dividends paid - 10 185 - 10 185<br />
Dividend payable - 34 - 34<br />
Translation differences 22 335 - 1 160 21 175<br />
Equity effect of change in principle - 2 951 - 106 166 - 109 117<br />
Profit for the year 3 913 165 112 533 4 025 698<br />
Equity at 31.12 48 500 2 122 050 727 776 - 2 951 5 384 982 132 529 8 412 886<br />
NOTE 15 PENSION COSTS AND LIABILITIES<br />
Ferd and several of the subsidiaries operate pension schemes that provide the<br />
majority of employees with the right to defined future pension benefits.<br />
Future pension benefits are normally based on the number of years of service<br />
and salary at retirement age. Certain companies operate pension schemes<br />
whereby the employer makes a defined contribution which is managed separately,<br />
or makes a defined contribution to a pension scheme which forms part<br />
of a joint arrangement together with other employers.<br />
In addition to pension liabilities catered for through pension insurance arrangements,<br />
the group also has uninsured pension liabilities. The uninsured pension<br />
liabilities include pensions payable on early retirement and pensions based on<br />
amounts that exceed the limit set by tax legislation, and related to 328 individuals.<br />
The uninsured pension leabilities also include estimated future liabilities<br />
in respect of the norwegian AFP contractual early retirement scheme and com-<br />
24<br />
NOTE 13 SHARE CAPITAL AND SHAREHOLDER INFORMATION<br />
The share capital is made up of 2 425 shares each of nominal value<br />
NOK 20 000. All the shares are held by Johan H. Andresen jr.<br />
mitments to employees of foreign subsidiaries. The assumptions set out<br />
below are applied in calculation future pensions.<br />
Elopak has defined contribution plans for some of their employees. The<br />
group's obligation with respect to these plans is limited to make specified<br />
contributions. The total expense recognised in profit and loss account was<br />
NOK 30.2 million and NOK 33.2 million in <strong>2005</strong> and 2004 respectively.<br />
Elopak has liabilities in respect of future health benefits for certain groups of<br />
employees in the USA. The gain recognised in respect of the health scheme in<br />
<strong>2005</strong> was NOK 27.2 million. Of these NOK 30.8 million relates to gains on curtailment<br />
of part of the health scheme in <strong>2005</strong>. The total expense recognised in<br />
2004 and 2003 was NOK 15.9 million and NOK 11.9 million respectively. The<br />
liability at the end of <strong>2005</strong>, 2004 and 2003 was NOK 41.5 million, NOK 24.3<br />
and NOK 21.7 million respectively. The health scheme included 114 employees<br />
in <strong>2005</strong>.
Notes - Ferd Holding Group<br />
NOTE 15 continued<br />
Economic assumptions<br />
<strong>2005</strong> 2004 2003<br />
Expected return on pension plan assets 4.8-8.0% 4.8-8.0% 5.0-8.0%<br />
Discount rate 3.25-5.5% 5.3-6.0% 5.5-6.0%<br />
Expected increase in salaries and pensions 0.3-5.0% 3.0-5.0% 3.0-5.0%<br />
Economic assumptions for the Norwegian companies<br />
<strong>2005</strong> 2004 2003<br />
Expected return on pension plan assets 5.8% 7.0% 7.0%<br />
Discount rate 4.8% 6.0% 6.0%<br />
Expected increase in salaries and pensions 2.0-3.5% 3.0-4.0% 3.0-4.0%<br />
Pension liabilities<br />
Over-funded Under-funded<br />
pension pension<br />
NOK 1 000 plans ordninger<br />
Estimated pension liabilities 172 390 487 856<br />
Pension assets at market value 176 008 289 047<br />
Pension assets / -liabilities 3 618 - 198 809<br />
Accrued employer's social security contributions etc. 27 - 6 424<br />
Book value of pension assets / -liabilities 3 645 -205 233<br />
NOTE 16 TAX<br />
Tax charge for the year is made up of<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
Tax payable<br />
Norway 35 194 42 084 10 584<br />
Abroad 75 124 60 839 75 459<br />
Total tax payable 110 318 102 923 86 043<br />
Deferred tax<br />
Norway - 29 326 10 339 125 804<br />
Abroad 12 099 4 620 -6 074<br />
Total Deferred tax - 17 227 14 959 119 730<br />
Tax charge for the year 93 091 117 882 205 773<br />
Reconciliation of nominal tax rate to effective tax rate<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
Pre-tax profit 4 118 789 781 931 791 964<br />
Expected tax at the<br />
nominal rate (28%) 1 153 261 218 941 221 750<br />
Losses and other dedutions with<br />
no net effect on tax 51 600 70 552 16 496<br />
Dividend from Skandinavisk<br />
Tobakskompagni A/S - 60 234 - 60 195 - 49 712<br />
Goodwill amortisation 13 601 39 979 13 631<br />
Income not subject to tax - 193 837 - 84 925 - 11 146<br />
Income not subject to tax from<br />
sale of shares in Skandinavisk<br />
Tobakskompagni A/S - 850 472 0 0<br />
Effect of changes in tax regulations - 4 266 - 61 810 0<br />
Tax effects of other permanent<br />
differences - 16 562 - 4 660 14 754<br />
Tax charge 93 091 117 882 205 773<br />
Effective tax rate 2.3% 15.1% 26.0%<br />
Effective tax rate excluding the gain<br />
on sale of shares in Skandinavisk<br />
Tobakskompagni A/S 8.6% 15.1% 26.0%<br />
Pension cost<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
Discounted current value of pension<br />
rights accrued in the year 29 941 27 283 43 869<br />
Interest on pension liability 33 450 35 747 35 104<br />
Expected return on pension assets - 26 338 - 27 240 - 24 951<br />
Amortisation of actuarial and<br />
other changes - 6 090 14 151 - 11 419<br />
Curtailment - 21 944 0 0<br />
Accrued employer's sosial security<br />
contribution etc. 1 471 2 276 1 908<br />
Net pension cost 10 490 52 217 44 511<br />
Number of persons covered by<br />
pension plans 1 303 1 071 1 132<br />
Tax losses carried forward<br />
As of 31.12.<strong>2005</strong>, Ferd has tax losses carried forward of 654 111,<br />
principally in the United Kingdom, the United States, Austria and Norway.<br />
Tax losses carried forward expire in future years as follows:<br />
NOK 1 000<br />
2006 0<br />
2007 10 600<br />
2008 64 000<br />
2009 106 400<br />
After 2009 327 911<br />
No time limit 145 200<br />
Total 654 111<br />
Tax effect of temporary differences and losses carried forward<br />
<strong>2005</strong> 2004<br />
NOK 1 000 Benefit Liability Benefit Liability<br />
Inventories 19 213 9 924 15 693 10 712<br />
Shares and securities 609 20 036 0 0<br />
Other differences 46 029 17 496 31 761 44 322<br />
Fixed assets 40 905 117 841 32 001 119 267<br />
Pensions 56 707 2 287 30 504 1 574<br />
Losses carried forward 201 486 0 182 034 0<br />
Dividend tax credit<br />
carried forward 73 442 0 76 016 0<br />
Write-down of deferred<br />
tax assets - 196 147 0 - 153 500 0<br />
Total 242 244 167 584 214 509 175 875<br />
Deferred tax capitalised<br />
in the balance sheet 206 604 131 944 174 196 135 562<br />
25
Notes - Ferd Holding Group<br />
NOTE 17 LONG-TERM LIABILITIES<br />
Total liabilities to<br />
NOK 1 000 financial institutions<br />
2006 188 204<br />
2007 19 602<br />
2008 17 313<br />
2009 10 541<br />
2010 1 431<br />
2011 577<br />
Thereafter 774 145<br />
Total 1 011 813<br />
NOTE 18 OFF-BALANCE SHEET FINANCIAL INSTRUMENTS<br />
Currency risk<br />
The group operates on the general principle that all currency exposure related<br />
to balance sheet items should be hedged. In the case of industrial equity<br />
investments denominated in foreign currencies, this is achieved by striving to<br />
match the currency composition of the borrowing portfolio with the currency<br />
composition of investments. Financial investments in equities are not hedged.<br />
Contractual currency receipts from operational activities are normally hedged in<br />
full, and other forecast currency receipts are hedged to a certain extent. Expected<br />
dividend receipts denominated in foreign currency are not hedged . Interest<br />
income from the group's portfolio of interest-bearing securities is not hedged.<br />
Interest payments in respect of the group's borrowings in foreign currency are to<br />
a large extent hedged by currency receipts from the group's activities.<br />
Forward foreign-exchange contracts outstanding<br />
Currency NOK<br />
Figures in 1 000 Purchased Sold Purchased Sold<br />
EUR 22 991 - 39 099 183 582 - 312 202<br />
NOK 42 323 - 9 239 42 323 - 9 239<br />
DKK 0 - 25 900 0 -27 720<br />
USD 9 687 - 9 822 65 566 - 66 479<br />
GBP 300 - 1 350 3 496 - 15 730<br />
JPY 3 209 907 - 147 120 184 528 - 8 457<br />
SEK 120 681 - 92 953 102 640 - 79 059<br />
CAD 0 - 4 700 0 - 27 344<br />
CHF 2 076 - 9 583 10 658 - 49 207<br />
Total 592 793 - 595 437<br />
Currency options outstanding<br />
Valuta Norske kroner<br />
Figures in 1 000 Purchased Sold Purchased Sold<br />
EUR 1 150 1 150 9 183 9 183<br />
Sum 1 150 1 150 9 183 9 183<br />
Interest-rate swaps outstanding<br />
Remaining<br />
Figures in 1 000 Currency Amount Receive Pay maturity<br />
EUR 5 000 EURIBOR 6M Fixed 3.00% p.a. 1.2 years<br />
EUR 10 000 EURIBOR 6M Fixed 3.34% p.a. 2.2 years<br />
EUR 5 000 EURIBOR 6M Fixed 3.50% p.a. 3.2 years<br />
EUR 5 000 EURIBOR 6M Fixed 3.27% p.a. 2.2 years<br />
GBP 5 000 LIBOR 6M Fixed 5.50% p.a. 3.8 years<br />
NOK 75 000 NIBOR 6M Fixed 3.74% p.a. 1.7 years<br />
NOK 50 000 NIBOR 6M Fixed 3.67% p.a. 2.2 years<br />
NOK 50 000 NIBOR 6M Fixed 4.04% p.a. 2.7 years<br />
NOK 50 000 NIBOR 6M Fixed 4.17% p.a. 3.2 years<br />
USD 10 000 LIBOR 6M Fixed 3.16% p.a. 2.2 years<br />
NOTE 19 ASSETS PLEDGED AND GUARANTEES<br />
Borrowings secured by assets pledged<br />
NOK 1 000 <strong>2005</strong> 2004<br />
Liabilities to financial institutions 24 177 26 327<br />
Total 24 177 26 327<br />
Book value of assets pledged as security<br />
NOK 1 000 <strong>2005</strong> 2004<br />
Buildings 17 950 19 303<br />
Plant and equipment 38 426 36 403<br />
Other 2 306 2 908<br />
Total 58 682 58 614<br />
26<br />
Compositional borrowing by currency<br />
Loan amount Loan amount<br />
NOK 1 000 in currency in NOK<br />
NOK 460 088 460 088<br />
USD 10 363 70 144<br />
EUR 21 516 171 805<br />
DKK 27 972 29 938<br />
JPY 535 421 30 780<br />
CHF 5 366 27 553<br />
GBP 15 097 175 910<br />
Other 45 595 45 595<br />
Total 1 011 813<br />
The group uses instruments such as forward foreign exchange contracts, currency<br />
swap agreements, currency exposure and options in the management of currency<br />
exposure.<br />
Interest rate risk<br />
The group's long-term borrowing is subject to short-term interest fixing. This<br />
applies to borrowing in both NOK and foreign currencies. Elopak applies interest<br />
hedging to reduce the exposure on parts of the loan by swapping variable<br />
interest to fixed interest.<br />
The group's portfolio of interest-bearing securities had an average residual<br />
maturity of 3.4 years at 31 December <strong>2005</strong>. The manager of this portfolio is<br />
authorised to vary the residual maturity between 0 and 6 years. The management<br />
of this portfolio is based solely on market values.<br />
Guarantee liabilities and off-balance sheet commitments<br />
NOK 1 000 <strong>2005</strong> 2004<br />
Uncalled partnership contributions 843 483 840 742<br />
Commitment to contribute loan / capital 51 993 58 648<br />
Unsecured guarantee liabilities 146 937 162 141<br />
Total 1 042 413 1 061 531
Profit and loss account - Ferd Holding AS<br />
Figures in NOK 1 000 Note <strong>2005</strong> 2004 2003<br />
OPERATING EXPENSES<br />
Salary and personnel costs 3 2 975 1 360 1 321<br />
Other operating expenses 1 666 2 722 1 697<br />
Total operating expenses 4 641 4 082 3 018<br />
FINANCIAL INCOME AND FINANCIAL EXPENSES<br />
Financial income 2 11 483 178 979 1 941 669<br />
Financial expenses 2 - 946 -3 377 - 2 173<br />
Net financial items 10 537 175 602 1 939 496<br />
Profit before tax and minority interests 5 896 171 520 1 936 478<br />
Tax 7 1 836 34 890 2 346<br />
PROFIT FOR THE YEAR 4 060 136 630 1 934 132<br />
Allocations<br />
Dividends proposed 0 -24 250 0<br />
Appropriation to other equity - 4 060 -112 380 - 1 934 132<br />
Total allocations - 4 060 -136 630 - 1 934 132<br />
THROUGH TREACHEROUS INSHORE WATERS.<br />
Navigation lights are smaller lights that guide<br />
shipping through inshore waters – marking channels<br />
between islands and through narrow inlets. There<br />
are different kinds of navigation lights: white lights<br />
mark a channel, red and green lights guide navigation<br />
through dangers. Makkaur light is an unusual<br />
example of a navigation light, located at the end<br />
of Båtsfjord in Finnmark.<br />
27
Balanse sheet at 31 December - Ferd Holding AS<br />
Figures in NOK 1 000 Note <strong>2005</strong> 2004<br />
ASSETS<br />
Fixed assets<br />
Interests in subsidiary companies 4 2 649 310 2 644 763<br />
Investment in shares and other equity participations 250 250<br />
Total fixed assets 2 649 560 2 645 013<br />
Current assets<br />
Intra-group receivables 0 170 805<br />
Other receivables 15 0<br />
Bank deposits 599 659 525 110<br />
Total current assets 599 674 695 915<br />
TOTAL ASSETS 3 249 234 3 340 928<br />
EQUITY AND LIABILITIES<br />
Equity<br />
Share capital 5,6 48 500 48 500<br />
Share premium reserve 6 2 122 050 2 122 050<br />
Other paid-in capital 6 727 776 727 776<br />
Other equity 6 324 555 330 680<br />
Total equity 3 222 881 3 229 006<br />
Current liabilities<br />
Tax payable 7 0 483<br />
Employer's contributions, duties etc. payable 187 184<br />
Dividends 0 24 250<br />
Intra-group liabilities 6 497 296<br />
Other current liabilities 19 669 86 709<br />
Total current liabilities 26 353 111 922<br />
TOTAL EQUITY AND LIABILITIES 3 249 234 3 340 928<br />
28
Cash flow analysis - Ferd Holding AS<br />
Figures in NOK 1 000 <strong>2005</strong> 2004 2003<br />
Cash flow from operational activities<br />
Profit before tax 5 895 171 520 1 936 478<br />
Tax paid - 550 0 - 684<br />
Income from investments in subsidiaries 0 1 758 219 - 1 789 196<br />
Net change in other current assets and current liabilities - 67 167 38 115 - 26 102<br />
Net cash from operational activities - 61 822 1 967 854 120 496<br />
Cash flow from investment activities<br />
Investments in subsidiary companies 0 - 1 720 584 0<br />
Received dividend from subsidiary companies 170 805 0 0<br />
Purchased securities 0 0 - 250<br />
Net cash flow from investment activities 170 805 - 1 720 584 - 250<br />
Cash flow from financing activities<br />
Dividend paid - 34 435 - 2 182 500 - 20 855<br />
Group contribution paid 0 - 8 377 0<br />
Paid-in equity 0 2 100 050 0<br />
Net cash flow from financing activities - 34 435 - 90 827 - 20 855<br />
Net increase (decrease) in bank deposits 74 548 156 443 99 391<br />
Bank deposits at 01.01 525 110 368 668 269 277<br />
Bank deposits at 31.12 599 659 525 110 368 668<br />
Notes - Ferd Holding AS<br />
NOTE 1 ACCOUNTING PRINCIPLES<br />
The accounting principles of Ferd Holding AS are identical to those of the Ferd Holding group as described in note 1 in the consolidated<br />
accounts. In cases where the accounting principles in the parent company are materially different from the group, this is shown separately.<br />
In the parent company accounts, investments in subsidiaries are recognised in accordance with the cost method of accounting.<br />
NOTE 2 FURTHER DETAILS ON AGGREGATE ITEMS<br />
Profit and loss account<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
Income from subsidiary companies 0 170 805 1 929 024<br />
Interest received from group companies 0 8 162 0<br />
Other interest income 11 483 12 12 645<br />
Total financial income 11 483 178 979 1 941 669<br />
Interest paid to group companies - 8 - 4 0<br />
Other interest expense - 938 - 3 373 - 2 173<br />
Total financial expense - 946 - 3 377 - 2 173<br />
29
Notes - Ferd Holding AS<br />
NOTE 3 SALARY AND PERSONNEL COSTS, EMPLOYEE NUMBERS<br />
AND OTHER REMUNERATIONS<br />
Salary and personnel costs<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
Salaries 2 635 1 120 1 100<br />
Social security contributions 269 220 220<br />
Other benefits 71 20 1<br />
Total salary and personnel costs 2 975 1 360 1 321<br />
Average number of employees 1 1 1<br />
Remuneration of CEO<br />
NOK 1 000 <strong>2005</strong><br />
Salary 1 141<br />
Other benefits 152<br />
Total remuneration of CEO 1 293<br />
The CEO is not part of the company's retirement benefit arrangements. He does<br />
not have a right to a bonus or any other form of profit sharing nor will he<br />
receive any form of compensation if his employment is changed or terminated.<br />
Remuneration to the Board of Directors of Ferd Holding AS in <strong>2005</strong> amounted<br />
to TNOK 992.<br />
Auditor<br />
Fees paid to Deloitte Statsautoriserte Revisorer AS for audit amounted to<br />
TNOK 22 for <strong>2005</strong>. Fees or other services amounted to TNOK 144.<br />
NOTE 5 SHARE CAPITAL AND SHAREHOLDER INFORMATION<br />
NOTE 7 TAX<br />
Tax charge for the year is made up of<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
Tax payable 1 836 483 2 346<br />
Change in deferred tax 0 34 407 0<br />
Tax charge for the year 1 836 34 890 2 346<br />
Reconciliation of nominal tax rate to effective tax rate<br />
NOK 1 000 <strong>2005</strong> 2004 2003<br />
Pre-tax profit 5 896 171 520 1 936 478<br />
Expected tax at the nominal rate (28%) 1 651 48 026 542 214<br />
Dividend receipts from<br />
Norwegian companies 0 - 47 825 - 540 127<br />
Effect of changes in tax regulations 0 34 407 0<br />
Tax effect of other permanent<br />
differences 118 282 259<br />
Remaining tax expense 67 0 0<br />
Tax charge 1 836 34 890 2 346<br />
Effective tax rate 31.1% 20.3% 0.1%<br />
30<br />
NOTE 4 SUBSIDIARIES<br />
Subsidiaries owned by Ferd Holding AS and Ferd AS<br />
Registered Ownership and<br />
office voting interest<br />
Subsidiaries of Ferd Holding AS<br />
Ferd AH Holding AS Bærum 100.0%<br />
Tiedemanns Joh. H. Andresen DA Bærum 100.0%<br />
Ferd AS Bærum 100.0%<br />
Subsidiaries of Ferd AS<br />
Collett Pharma Invest AS Bærum 100.0%<br />
Det Oversøiske Compagnie AS Bærum 100.0%<br />
Elopak AS Røyken 100.0%<br />
Ferd Eiendom AS Bærum 100.0%<br />
Grupo TiMar SGPS Lda. Portugal. Fuseta 100.0%<br />
Norse Crown Company Ltd. AS Bærum 100.0%<br />
Sanodor X-it AS Bærum 100.0%<br />
Swix Sport AS Lillehammer 100.0%<br />
Swix Sport Japan KK Japan. Tokyo 70.0%<br />
The share capital is made up of 2 425 shares, each of nominal value NOK 20 000. All the shares are held by Johan H. Andresen, Jr.<br />
NOTE 6 EQUITY<br />
Equity<br />
NOK 1 000 Share capital Share premium Other paid-in Other equity Total equity<br />
reserve capital<br />
Equity 01.01.05 48 500 2 122 050 727 776 330 680 3 229 006<br />
Extraordinary dividend paid - 10 185 - 10 185<br />
Profit for the year 4 060 4 060<br />
Equity at 31.12.05 48 500 2 122 050 727 776 324 555 3 222 881
Auditor’s report<br />
31
Strategy<br />
TARGETS AND OBJECTIVES<br />
The overall objective for Ferd’s activities<br />
will continue to be “to create<br />
enduring value and leave clear footprints”.<br />
The group allocates its risk capital<br />
between asset classes and organises<br />
its activities to provide the best possible<br />
investment return relative to the<br />
risk profile determined by its owner.<br />
Ferd currently expects to generate an<br />
annual return on value-adjusted equity<br />
of 10%. Ferd is committed to promoting<br />
its reputation as a leading<br />
Norwegian investment operation<br />
through its sound investment return,<br />
the competence shown by its organisation<br />
and its focus on active and<br />
involved ownership.<br />
CAPITAL BASE<br />
Ferd defines its capital base as the total<br />
of its value-adjusted equity capital and<br />
committed borrowing facilities.<br />
At the close of <strong>2005</strong>, the market value of<br />
the group’s equity was estimated at NOK<br />
10.9 billion, an increase of 28% from<br />
2004. Elopak, Ferd Invest and the consideration<br />
received for the sale of shares<br />
in Skandinavisk Tobakskompagni (ST)<br />
represent the major components of<br />
value-adjusted equity. In anticipation<br />
of decisions on the long-term application<br />
of surplus capital, it is temporarily<br />
invested in highly liquid interest-bearing<br />
securities with limited interest rate<br />
and credit risk.<br />
The group has a committed borrowing<br />
facility of NOK 1 billion on which no<br />
drawings were made in <strong>2005</strong>. The<br />
group’s interest-bearing liabilities total<br />
NOK 1 067 million, of which borrowings<br />
by Elopak that are not guaranteed<br />
by Ferd account for NOK 1 052 million.<br />
The group’s equity ratio at the close of<br />
<strong>2005</strong> was 81% on a value-adjusted basis<br />
and 77% on book values, and it can<br />
therefore be safely concluded that the<br />
group’s financial risk capacity is underutilised.<br />
The group intends to consider using<br />
debt financing for its growth opportunities<br />
to a greater extent in the future.<br />
After a period of particular focus on<br />
building up the group’s competence<br />
and structuring its activities, Ferd now<br />
has significantly stronger investment<br />
capacity. This, together with strong<br />
growth in value-adjusted equity, has<br />
served to increase the owner’s willingness<br />
and ability to increase the group’s<br />
indebtedness. However, the group<br />
remains committed to maintaining an<br />
investment grade credit standing.<br />
32<br />
In total, it can be concluded that the<br />
group’s capital base is sufficient to permit<br />
significant expansion in its activities<br />
over coming years.<br />
ORGANISATIONAL CAPACITY<br />
The responsibility for managing investments<br />
on such a scale imposes major<br />
responsibilities on Ferd’s organisation.<br />
The group has strengthened and<br />
improved the structure first established<br />
in 2001. The current business areas<br />
have the capacity to manage more capital<br />
than they have at present. However,<br />
the scale of investment activity that the<br />
group now needs is so great that there<br />
is a need for additional capacity to<br />
manage these assets, either through the<br />
group’s internal organisation or by<br />
using external investment managers.<br />
CAPITAL ALLOCATION<br />
Allocating risk capital is one of the<br />
group’s most important tasks, since relative<br />
profitability and risk exposure are<br />
largely determined by its choice of asset<br />
classes. In addition, the process of capital<br />
allocation creates greater awareness<br />
of diversification, how the group uses<br />
its capital base and its risk capacity.<br />
Ferd reviews its capital allocation every<br />
autumn in advance of the annual<br />
budgeting round so that each business<br />
area knows how much capital it will be<br />
allocated for the following year. The<br />
management team considers representations<br />
from the business areas before<br />
producing proposals for the next year’s<br />
capital allocation. These proposals are<br />
discussed and debated by the executive<br />
management team before submission<br />
to Ferd’s Board.<br />
The group’s investment exposure has<br />
so far been divided into three asset<br />
classes:<br />
• Equity<br />
• Real estate<br />
• Fixed-income<br />
Equity comprises Elopak, Ferd Private<br />
Equity, Ferd Venture, Ferd Invest and<br />
Swix.<br />
Ferd’s <strong>2005</strong>-2007 strategic plan assumes<br />
a strategic allocation of the group’s<br />
capital base of 85% to equities and 15%<br />
to real estate. The actual exposure to the<br />
equity class was close to this target<br />
throughout <strong>2005</strong>. Exposure to real estate<br />
was lower than the 15% target in <strong>2005</strong>,<br />
and fixed-income made up the balance.<br />
The sale of the shareholding in ST and<br />
the new industrial and financial invest-<br />
ments planned create a need for a fresh<br />
review of the investment allocation<br />
structure. The decision to permit a significantly<br />
higher degree of debt financing<br />
for the group’s activities will<br />
increase its overall risk exposure, and<br />
this places new demands on questions<br />
of diversification and liquidity. The<br />
processes involved in this are currently<br />
underway, but no final decisions have<br />
yet been taken.<br />
REQUIRED RETURN ON EQUITY<br />
Ferd and its business areas need to<br />
have a stable long-term objective for<br />
return on equity. The group’s required<br />
return on equity, expressed in nominal<br />
terms before tax, is held constant until<br />
the operational and/or financial risk<br />
scenario changes, or until there is a<br />
change in the normalised level of interest<br />
rates on which the required return<br />
is based. The group currently operates<br />
with an overall required return on<br />
value-adjusted equity of 10% per<br />
annum. The following chart shows the<br />
anticipated balance of risk and reward<br />
on a long-term perspective:<br />
New focus areas will affect the composition<br />
of the group and therefore the<br />
overall required return on capital.<br />
Making greater use of debt financing<br />
will tend to increase the required<br />
return on Ferd’s equity.<br />
RISK MANAGEMENT<br />
Ferd’s risk exposure arises from operational<br />
risk, financial risk and liquidity<br />
risk. Operational risk relates to uncertainty<br />
over the future performance of<br />
the group’s various investments.<br />
Financial risk refers to the degree of<br />
debt financing. Liquidity risk refers to<br />
the cash assets the group can make<br />
available at short notice at any time.<br />
The most important risk factor for Ferd<br />
is operational risk. Ferd’s investment<br />
activities are very dependent on conditions<br />
in the financial markets, and<br />
earnings over recent years demonstrate<br />
this very clearly. In terms of accounting<br />
figures, Ferd’s industrial activities are<br />
not affected by the financial markets to<br />
the same extent, but their results have<br />
also fluctuated quite markedly. Moreover,<br />
it seems reasonable to assume<br />
that if market values were applied to<br />
the industrial businesses they would<br />
show a comparable sensitivity to conditions<br />
in the financial markets, and<br />
that accounting profits understate the<br />
volatility of the underlying valueadjusted<br />
results. Prior to the sale of the<br />
group’s investment in ST, this invest-
Ferd’s portfolio structure from an anticipated risk- and reward perspective<br />
Expected long-term return<br />
16 %<br />
14 %<br />
12 %<br />
10 %<br />
8 %<br />
6 %<br />
4 %<br />
2 %<br />
0 %<br />
Efficient portfolio frontier<br />
Fixed-income<br />
Real Estate<br />
Ferd<br />
ment provided stable income and cash<br />
flow. In overall terms, the group’s high<br />
equity exposure means that quite sizeable<br />
fluctuations in value-adjusted<br />
equity must be expected at times, and<br />
this represents a relatively high level of<br />
operational risk.<br />
Since Ferd represents all its owner’s<br />
business activities, it is natural for the<br />
group to focus on diversification,<br />
which is a measure of the extent to<br />
which the values of the group’s different<br />
investments are correlated over<br />
time. Ferd’s overall portfolio is heavily<br />
weighted towards equity investments,<br />
principally through Elopak, Private<br />
Equity, Invest, and Venture. However,<br />
these investments vary quite considerably<br />
in terms of company type, size,<br />
industry, geographic exposure and<br />
stage of life cycle, making this a welldiversified<br />
equity portfolio. Nonetheless,<br />
the overall outlook for the value of<br />
the portfolio is relatively highly correlated<br />
with the performance of<br />
Norwegian and international stock<br />
markets. The asset classes of real estate<br />
and fixed-income represent diversifying<br />
factors, but the current relatively<br />
small allocations to these classes limit<br />
the scale of this effect. At the start of<br />
2006, the group established a portfolio<br />
comprising investments in 20 hedge<br />
funds. This portfolio is not only<br />
expected to generate an attractive riskadjusted<br />
return, but is also constructed<br />
to have little or no correlation with specific<br />
equity indices in order to provide<br />
diversification relative to the group’s<br />
overall portfolio. A correct focus on<br />
diversification of a sufficient scale will<br />
Invest<br />
Swix<br />
Expected standard deviation<br />
Private Equity<br />
Elopak<br />
Skandinavisk Tobakskompagni<br />
Venture<br />
5 % 10 % 15 % 20 % 25 % 30 % 35 % 40 % 45 % 50 %<br />
serve to reduce operational risk at the<br />
group level.<br />
Until now, very little of the group’s overall<br />
activities have been financed by debt.<br />
The group is now considering a significantly<br />
higher degree of debt financing,<br />
and this will increase its risk exposure.<br />
Periods of weak cash flow and/or high<br />
interest rates may make it necessary to<br />
realise investments at undesirable times<br />
in order to maintain debt service payments.<br />
This makes it essential to carefully<br />
consider the risks of fluctuations in<br />
the value of investments, the stability of<br />
the cash flows they generate and the<br />
scope for realising investments at short<br />
notice before making the decisions on a<br />
financial strategy involving greater debt<br />
financing.<br />
The group’s tobacco investments have<br />
produced a high and stable cash flow<br />
over many years, and this has ensured a<br />
low level of liquidity risk. This cash flow,<br />
combined with limited borrowings, has<br />
made it less important to focus on the<br />
liquidity of the group’s other investments<br />
and the cash flows they generate. However<br />
the sale of the ST shares, the new<br />
industrial investment strategy under<br />
consideration and the possibility of a<br />
higher degree of debt financing will<br />
change the situation. The group’s liquidity<br />
reserves can include bank deposits<br />
and regular cash flows from sources such<br />
as share dividends and real estate investments.<br />
In addition, liquidity can include<br />
liquid investments in commercial paper<br />
and bonds as well as readily tradable<br />
listed shares, and last but not least the<br />
group’s undrawn committed credit lines.<br />
THE GROUP’S RESOURCES<br />
Ferd’s Mission, Vision and Values<br />
express the group’s vision and indicate<br />
how it will be achieved. The most<br />
important tools for this will be the operational<br />
values of capital, expertise and<br />
networking, and these values can therefore<br />
be seen as an expression of Ferd’s<br />
comparative advantage.<br />
The capital base provides the basis for<br />
the group’s activities, and is therefore a<br />
very important resource for Ferd.<br />
Important resources for Ferd:<br />
• Capital base<br />
• Financial expertise<br />
• Business development expertise<br />
• Reputation<br />
• Networking<br />
• Corporate culture<br />
Since Ferd’s core activities are based on<br />
its investment activities and industrial<br />
ownership, access to financial and business<br />
development expertise is very<br />
important for the group’s profitability.<br />
While these may not be particularly<br />
unusual areas of expertise, the group’s<br />
comparative advantage depends on<br />
making best use of the range of expertise<br />
in the group. New investments may<br />
further strengthen this range of expertise.<br />
Ensuring that the group has excellent<br />
expertise and makes best use of its<br />
skills is an essential, but not necessarily<br />
sufficient, condition for value creation.<br />
The group must in addition ensure that<br />
it allocates its expertise well so that it is<br />
employed where it will have best effect.<br />
In an organisation where expertise is<br />
distributed across several business<br />
areas, it is very important that the<br />
organisational structure does not hinder<br />
the best use of expertise. Teamwork,<br />
which is a core value for Ferd, helps to<br />
promote best allocation of expertise,<br />
but incentive systems that principally<br />
reflect the results of an individual’s own<br />
business area may weaken the commitment<br />
to best allocation. Ferd therefore<br />
considers it very important to organise<br />
internal forums that bring together the<br />
business areas to exchange information<br />
and promote better internal communication.<br />
The CEO and the executive<br />
management team play a central role in<br />
facilitating and driving collaboration<br />
within the group across organisational<br />
dividing lines.<br />
Reputation and networking are important<br />
resources for Ferd’s activities.<br />
33
Access to an external network is very<br />
important for the profitability of the<br />
group’s investment activities, both in<br />
terms of access to new investment<br />
opportunities and for professional<br />
assistance with investment decisions<br />
to supplement internal expertise.<br />
Ferd has developed an electronic network<br />
database to make best use of its<br />
contact network.<br />
The corporate culture is the resource<br />
that pulls together all the resources discussed<br />
above to ensure that they coalesce<br />
as a powerful tool to help realise<br />
Ferd’s corporate vision.<br />
NEW INDUSTRIAL INVESTMENT INITIATIVE<br />
At the start of 2006, Ferd is considering<br />
a new industrial investment initiative<br />
on a significant scale. This initiative<br />
aims to make a major contribution to<br />
the group’s vision to create enduring<br />
value and leave clear footprints.<br />
The current corporate ownership structure<br />
in Norway creates good opportunities<br />
for a player willing to focus on<br />
professional, involved and long-term<br />
ownership in both listed and private<br />
companies. The proportion of shareholders<br />
in Norway prepared to take an<br />
active involvement is thought to be relatively<br />
low, and the number of players<br />
that approach investment as a strategic<br />
commitment with a long-term time<br />
horizon is even more limited. In addition,<br />
we believe that many Norwegian<br />
companies actively welcome this kind<br />
of ownership involvement.<br />
By active ownership, Ferd means that it<br />
contributes more than capital to the<br />
companies in which it invests. Our aim<br />
34<br />
is to understand a company and the<br />
industry in which it operates so well<br />
that we can make a valuable contribution<br />
to setting the strategic agenda.<br />
Our contribution in this respect is<br />
very likely to involve our leading-edge<br />
expertise in mergers, acquisitions, sales<br />
and disposals. In terms of operational<br />
issues, we aim to have the skills to<br />
identify areas that need improvement<br />
and evaluate the quality of programs<br />
for operational improvement, while<br />
entrusting the company’s management<br />
with the responsibility for finding the<br />
right solutions and implementing the<br />
processes agreed.<br />
We expect to take an ownership interest<br />
in a few companies of sufficient size<br />
to make it possible to exercise the type<br />
of active ownership described above.<br />
We principally exercise our ownership<br />
role through the board of directors, and<br />
an important criteria for success will be<br />
our ability to create a board with the<br />
optimal characteristics for the company<br />
in question. Where these requirements<br />
can be achieved, we then expect<br />
the team at Ferd responsible for monitoring<br />
investment to maintain close<br />
and regular contact with the companies<br />
in our portfolio. This monitoring<br />
is of a more operational character,<br />
and it is important that our contacts<br />
are in accordance with the principles<br />
for good corporate governance. We<br />
consider incentive arrangements that<br />
create a common financial interest<br />
between the company’s owner and its<br />
executive management to be a central<br />
tool for achieving the targets set.<br />
The investment initiative described<br />
here has many similarities with the<br />
activities of Ferd Private Equity, but dif-<br />
fers in terms of central factors such as<br />
the scale of individual investments and<br />
the time horizon for ownership. The<br />
new initiative will seek investment<br />
opportunities on a scale larger than<br />
that envisaged by Ferd Private Equity’s<br />
overall strategy. Moreover, while a private<br />
equity fund typically has a three to<br />
five-year perspective for its investments<br />
and places particular importance<br />
on there being potential purchasers<br />
for the company after this<br />
period, these concerns will not be significant<br />
for the new initiative described<br />
here. Ferd’s starting point is a longterm<br />
ownership involvement with<br />
focus on strong value creation over<br />
time, but does not exclude the possibility<br />
that other players may be better<br />
placed to realise the company’s potential<br />
at a later stage in its development.<br />
Ferd has the qualities and resources<br />
needed to make such an initiative a<br />
success. The group has a sound capital<br />
base, and the owner is willing to<br />
allocate sufficient capital. Ferd is<br />
recognised as a group with a breadth<br />
of expertise in finance and business<br />
development that represents an important<br />
competitive advantage. A new<br />
industrial investment initiative will<br />
make demands on this expertise, but<br />
will also serve to strengthen it further.<br />
Given the strengths of Ferd’s existing<br />
organisational values, this initiative<br />
will be based on balanced and stable<br />
parameters. The group’s corporate<br />
culture and its history of industrial<br />
investment, together with the financial<br />
strength to act counter-cyclically, are<br />
also considered to be important criteria<br />
for the success of this initiative.<br />
FAR NORTH. Slettnes is the world's most<br />
northerly mainland lighthouse, 3.5 km north<br />
of the fishing village Gamvik in Finnmark.<br />
The first lighthouse keeper moved in here<br />
in 1905, and Slettnes lighthouse was then<br />
manned for 100 years until last year,<br />
making it one of the last manned lighthouses<br />
anywhere in Norway.
Langøytangen lighthouse.<br />
PRISMS AND LENSES. The French physicist<br />
Augustin Fresnel (1788-1827) invented<br />
a revolutionary lens system for lighthouses<br />
that is still in use. The Fresnel system uses<br />
prisms and lenses to collect and concentrate<br />
the light beam. There are two main<br />
types, one forms a belt around the light<br />
source so that the beam shines out horizontally<br />
in all directions, if necessary using<br />
red or green glass to mark sectors with<br />
shoals. The second type is a rotating lens<br />
and prism system that sends out a concentrated<br />
beam of light, which to the distant<br />
observer appears as a flashing light.<br />
Fresnel’s lenses are divided into six sizes<br />
based on the focal length and strength of<br />
the light source. The first category is the<br />
largest, with a focal length of 92 cm while<br />
the sixth has the smallest focal length at<br />
15 cm. The Fresnel system was first used<br />
at Corduan lighthouse outside Bordeaux in<br />
1823, and was then first used in Norway<br />
at Oksøy lighthouse outside Kristiansand<br />
in 1832.<br />
35
Strong involvement with Young Enterprise Norway<br />
Ferd was again heavily involved with<br />
Young Enterprise Norway in <strong>2005</strong> following<br />
the group's agreement in November<br />
2004 to become one of the organisation's<br />
major nationwide sponsors. This<br />
involves both a significant annual financial<br />
contribution and personal involvement<br />
by the members of the Ferd management<br />
team from its head office,<br />
business areas and group companies.<br />
EXTENSIVE COLLABORATION IN <strong>2005</strong><br />
The Ferd Prize was awarded for the first<br />
time at the Norwegian national competition<br />
for student companies in April<br />
<strong>2005</strong>. The prize is awarded to the student<br />
company showing the greatest<br />
international potential, and was one of<br />
the most sought-after awards among<br />
the 21 student companies in the competition,<br />
which took place at the<br />
Horten secondary school in Vestfold.<br />
The winning company had developed<br />
an impressive business concept based<br />
on free SMS messages and chat using<br />
Bluetooth and GPRS technology. The<br />
prize was handed over by Johan H.<br />
Andresen, Jr., the owner and CEO of<br />
Ferd, who also chaired a seminar in<br />
connection with the competition.<br />
The next Ferd Prize was awarded as<br />
early as July <strong>2005</strong>, but this was a special<br />
arrangement as part of the European<br />
competition for student companies.<br />
36<br />
The European competition was held in<br />
Oslo with Ferd as its main sponsor, and<br />
the winning student companies from<br />
24 countries participated. The winning<br />
entry was an Italian student company<br />
with a project for a pillow with a<br />
remote-controlled alarm clock function<br />
intended for the hard of hearing or<br />
anyone looking for a particularly pleasant<br />
way to be woken. The criteria for<br />
the annual Ferd Prize were also used to<br />
select the winner at the European competition.<br />
Ferd's owner and CEO was<br />
again on hand to present the prize, and<br />
was part of the jury that judged the<br />
competition.<br />
As part of its sponsorship of Young<br />
Enterprise Norway, a number of Ferd<br />
employees from both head office and<br />
its business areas made an active contribution<br />
in <strong>2005</strong>. This mainly involved<br />
acting as jury members for competitions,<br />
as well as practical support for<br />
both national and local competitions.<br />
In addition, Ferd's CEO is a member of<br />
the Board of Junior Achievement<br />
– Young Enterprise Europe, the<br />
European umbrella organisation for<br />
Young Enterprise.<br />
IN LINE WITH FERD'S VISION<br />
Young Enterprise aims to integrate<br />
entrepreneurship into the educational<br />
system through a comprehensive program<br />
for student companies. This gives<br />
pupils and students first-hand experience<br />
of business innovation and setting<br />
up companies with experience, support<br />
and guidance.<br />
Ferd's commitment to this organisation<br />
springs from the group's vision to create<br />
enduring value and leave clear footprints<br />
– as well as a recognition that the<br />
future will depend on the innovation<br />
and entrepreneurship of future generations.<br />
It is a well-known fact that innovative<br />
small companies make a major contribution<br />
to economic growth, but independent<br />
annual surveys show that<br />
Norway does not have a good record<br />
for business start-ups. It seems likely<br />
that the reasons for Norway's poor<br />
record can be found in the operating<br />
environment for small businesses, a<br />
lack of political commitment to business<br />
and less emphasis on businessoriented<br />
courses in Norway than in<br />
comparable countries. However, the<br />
underlying problem is the underdeveloped<br />
entrepreneurial culture and lack<br />
of understanding of business that we<br />
see in Norway – an attitude that people<br />
first learn from home and school,<br />
friends and the media.<br />
This makes it important that schools,<br />
higher education colleges and universities<br />
give the business leaders of the<br />
future the opportunity to develop<br />
expertise and attitudes that will support<br />
innovation, and that the politicians<br />
and bureaucrats of the future
The Ferd Prize was awarded to the studentcompany BluMe. Proud students and members of the jury from Ferd.<br />
gain experience and understanding of<br />
how value is created in our society.<br />
These views enjoy broad cross-party<br />
support from Norwegian politicians. In<br />
its plans for innovation in Norway, the<br />
previous government set out its vision<br />
for ”the Norwegian education system<br />
to be among the best in the world for<br />
training in entrepreneurship”. The current<br />
government has recommended<br />
the same approach.<br />
AN IMPORTANT CONTRIBUTION<br />
There is a long way to go before the<br />
government's vision is realised, but<br />
Young Enterprise is already making an<br />
important contribution. Ferd is therefore<br />
committed to supporting the<br />
organisation's work both financially<br />
and practically. In addition, Ferd's<br />
involvement gives it the chance to<br />
make contact with young people who<br />
may well represent valuable business<br />
contacts in the future. This is demonstrated<br />
by survey results that show that<br />
a young person who has participated in<br />
a student company is more than twice<br />
as likely to set up his or her own business<br />
than the population in general,<br />
and four times more likely than people<br />
over 29 years of age.<br />
Ferd's sponsorship agreement with<br />
Young Enterprise runs until 2008, but<br />
both Young Enterprise and Ferd intend<br />
to continue their partnership beyond<br />
the contract date.<br />
Young Enterprise Norway<br />
• Aims to promote creativity, teamwork<br />
and responsibility among<br />
pupils and students and to encourage<br />
them to establish companies<br />
• Works to develop greater understanding<br />
of the importance of<br />
innovation and value creation in<br />
business<br />
• Is supported by major Norwegian<br />
companies and organisations.<br />
Its board is chaired by Vibeke<br />
Hammer Madsen, Managing<br />
Director of the Federation of<br />
Norwegian Commercial and Service<br />
Enterprises<br />
• First established in Norway 1997.<br />
Since then, more than 35 000<br />
secondary school pupils have<br />
participated in Young Enterprise<br />
programs<br />
• Is the Norwegian branch of Junior<br />
Achievement – Young Enterprise<br />
Europe, which has members in<br />
41 European countries<br />
37
DANGEROUS CHANNEL. Just 1 km from the Slettnes lighthouse the Korsbøan reef<br />
extends one hundred meters out to sea with just two or three metres depth, and west<br />
of the light the waves wash over the Tørrbøan shoals - dangerous waters before the<br />
lighthouse was built. And as if this was not enough: In 1653 Baarne Olsdatter from<br />
Syltevik was accused of leading a coven of witches to cause the shipwreck of two<br />
Dutch vessels by casting spells. She was burnt at the stake on 17 March that year.<br />
38
WHICH LIGHTHOUSE? This is how Lista lighthouse looked from 1853-1873 – with not<br />
one but three light towers. This was needed to make sure that ships could differentiate<br />
Lista from other lighthouses in the area. It was not until around 1870, when flashing<br />
mechanisms were introduced, that lighthouses could be distinguished by using<br />
different flashing frequencies. This put an end to the need for double and triple<br />
towers, and only the tower on the right of the drawing now remains at Lista. The<br />
flashing mechanism uses moving steel discs that either rotate on their own axes (von<br />
Otter system), or around the light source itself (L. F. Lindberg rotating system). The<br />
flashing pattern is divided into two main categories: Occulting light where the beam<br />
is interrupted at regular intervals by a brief period of darkness and blinking light<br />
where the periods of darkness are longer than the illuminated periods.<br />
39
Mission Statement:<br />
Elopak<br />
Bjørn Flatgård<br />
Elopak’s mission is to satisfy market<br />
needs for attractive high quality<br />
carton based packaging systems<br />
for non-carbonated fresh and<br />
long-life liquid food products. This<br />
will be achieved by continuous<br />
focus on consumer and customer<br />
satisfaction, innovation, operational<br />
efficiency and human capital<br />
development<br />
Carton sales 2000 – <strong>2005</strong> Billion<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
00 01 02 03 04 05<br />
NOK million<br />
Key figures <strong>2005</strong> 2004 2003 2002<br />
Operating revenue 4 775.6 4 731.2 4 344.6 3 843.4<br />
Operating profit 251.4 26.9 242.4 134.9<br />
Fixed assets 1 741.4 1 799.5 2 065.5 1 764.7<br />
Current assets 1 824.3 1 853.5 1 820.7 1 611.9<br />
Total assets 3 565.7 3 653.0 3 886.2 3 376.6<br />
Equity 1 240.9 1 204.2 1 391.8 1 234.5<br />
Long-term liabilities 1 159.5 1 281.6 1 476.5 1 329.0<br />
Current liabilities 1 165.3 1 167.2 1 017.9 813.1<br />
Total equity<br />
and liabilities 3 565.7 3 653.0 3 886.2 3 376.6<br />
40<br />
■ Continuous improvement of operational efficiency<br />
■ Innovative carton shapes create new business<br />
■ Increased raw material cost<br />
■ Carton manufacturing plant in Serbia acquired<br />
■ Revised strategy for plastic packaging<br />
<strong>2005</strong> was concluded as yet another<br />
year of consistent improvement. While<br />
markets and the business environment<br />
continued to be turbulent and<br />
challenging, Elopak launched innovations,<br />
gained carton volumes and<br />
achieved improved efficiency.<br />
The most significant challenge to<br />
overcome in <strong>2005</strong> was a steep increase<br />
in raw material pricing, impacting raw<br />
board as well as polyethylene at levels<br />
previously unheard of in the industry.<br />
Elopak countered this through an<br />
even stronger focus on internal efficiencies<br />
and improvement projects.<br />
Added value for the customers was<br />
pursued through product and system<br />
innovation. In consequence, the carton<br />
business has delivered a good<br />
underlying result, further improved<br />
from previous years.<br />
The improvements are created partly<br />
through strong focus on core competences<br />
and innovations within<br />
Elopak’s portfolio of gable top carton<br />
systems. The strategy for Elopak’s<br />
plastic business was revised; although<br />
plastics results improved from the<br />
previous years, Elopak will now predominantly<br />
supply bottles and plastic<br />
filling systems through partners with<br />
established market leadership.<br />
Restructuring within the plastic business<br />
has caused costs in <strong>2005</strong>, related<br />
to loss on sale of activities, and revaluing<br />
of assets.<br />
THE CARTON BUSINESS<br />
<strong>2005</strong> was a satisfactory year with positive<br />
development in all areas of the<br />
Carton Business, resulting in steady<br />
growth of volumes and business<br />
results. Continuous improvement in<br />
carton blanks manufacturing was<br />
among others achieved by ramping up<br />
volumes from the new UV flexo converter<br />
lines installed in 2004. Much<br />
attention was also paid to ensuring<br />
efficiency and performance of aseptic<br />
and ultra clean systems. Elopak<br />
adjusted its organisation in order to<br />
handle demanding installation projects<br />
and further strengthen its efforts<br />
within premium aseptic systems.<br />
All Elopak’s market regions achieved<br />
volume development well ahead of<br />
underlying market growth. Installed<br />
filling systems were generally performing<br />
well, and recent innovations<br />
met with positive response in the<br />
market.<br />
But <strong>2005</strong> was also a year with major<br />
challenges. Raw material cost<br />
increased steeply. Cost increase was<br />
experienced for container board as<br />
well as for polyethylene (PE). In total,<br />
the increases put an unprecedented<br />
cost strain on carton manufacturers,<br />
which had to be countered through<br />
aggressive pursuit of improvement<br />
projects.<br />
Furthermore, an eight-week<br />
strike/lockout in the Finnish paper<br />
industry put serious strain on the supply<br />
chain. Established contingency<br />
plans enabled Elopak to supply cartons<br />
throughout the conflict without<br />
serious disruptions for the customers.<br />
During the fall, findings of the inkcuring<br />
agent ITX in carton-packed liquids<br />
caused attention and concern in<br />
the EU. After a limited analysis, the<br />
European Food Safety Authority<br />
(EFSA) stated that ITX did not give<br />
cause for health concerns. Nevertheless,<br />
Elopak immediately chose to<br />
implement ITX-free carton production.<br />
MANUFACTURING<br />
Elopak’s carton converting strategy<br />
was further pursued, meeting the<br />
increased challenges from customer<br />
and consumer demands. Roll-out of<br />
UV-flexo technology, optimisation of<br />
container board structure and
Elopak’s Human Resource Network comprises all HR-functions of the company.<br />
improving the already state-of-the-art<br />
coating process resulted in strong efficiency<br />
gains in blanks production.<br />
The UV-flexo converting lines give<br />
Elopak a cost efficient printing<br />
process combined with high quality<br />
print image. Four UV-lines are now in<br />
production and more are planned for<br />
in 2006. An optimised coating process<br />
is important in the supply chain and<br />
the coating lines in The Netherlands<br />
and Ukraine showed continuous<br />
improvements in capacity and quality.<br />
The production structure for carton<br />
blanks was further consolidated and<br />
standardised. This was achieved by<br />
closing down inefficient production<br />
lines and utilising the increased<br />
capacity on new UV flexo converters.<br />
A major efficiency project was initiated<br />
in Europe. The project aimed to pursue<br />
improvements in the supply chain<br />
through defining service levels based<br />
on customer requirements. Ultimately,<br />
the project targets a solid increase in<br />
overall equipment effectiveness.<br />
In order to meet changing legislation<br />
and terms of business, the start-up of<br />
local carton blanks production in<br />
China was delayed by one year. The<br />
design of the manufacturing plant has<br />
now been finalised and construction<br />
is expected to begin in first quarter<br />
2006.<br />
During <strong>2005</strong> Elopak acquired a carton<br />
manufacturing plant in Serbia. Elopak<br />
has had an ongoing partnership with<br />
this company for several years, supplying<br />
coated board and manufacturing<br />
technology. Elopak chose to take<br />
full ownership in <strong>2005</strong>, in order to<br />
fully exploit the potential for manufacturing<br />
and marketing synergies in<br />
Europe.<br />
Elopak’s Canadian plant faced challenges<br />
during the year. The board<br />
costs increased substantially more<br />
than planned, while simultaneously<br />
the market price level was under pressure.<br />
However, a newly installed UV<br />
flexo converter has already been filled<br />
up and another similar press has been<br />
ordered for 2006 delivery. A new plan<br />
has been instituted to improve margins<br />
and operational efficiencies.<br />
■ The Diamond Pure-Pak Curve Concept<br />
combines innovative design and carton<br />
technology. It has an extra eye catching<br />
curved panel for featuring selling point<br />
messages and an extended top panel,<br />
which gives extra space for a wider screw<br />
cap for better pouring.<br />
■ The Diamond<br />
Pure-Pak Curve<br />
concept is available<br />
for standard and<br />
mini cartons and<br />
thereby fitted for<br />
any product.<br />
Austrian company<br />
Alpenmilch used<br />
it to promote their<br />
Mozart dessert<br />
drink marking the<br />
250th birthday of<br />
Wolfgang Amadeus<br />
Mozart.<br />
■ The Mini Diamond Pure-Pak Curve carton<br />
is well suited as portion pack for yogurts<br />
and on the go products. Spanish consumers<br />
enjoy Simbi, a drinking yogurt enriched<br />
with prebiotics, probiotics and Omega 3.<br />
41
42<br />
The filling machine strategy was<br />
revised to provide a stable base for<br />
equipment supply, offering all the current<br />
innovations into the market while<br />
building the competence and infrastructure<br />
to support the overall Elopak<br />
strategy. For aseptic and ultra clean<br />
filling machines focus was given to<br />
improve the operating window on the<br />
key machine types. These enhancements<br />
will be commercially rolled out<br />
during 2006.<br />
Materials Handling experienced<br />
another satisfactory year with steady<br />
results and a sustainable sales outlook<br />
for 2006. Materials Handling have<br />
commercialised a new generation<br />
wrap-around machine, which will<br />
form a key part in Elopak’s future<br />
machine system portfolio.<br />
Production of screw caps for the Pure-<br />
Pak cartons continued the growth<br />
trend with sales of close to 3 billion<br />
screw caps, representing an increase<br />
of 23% to last years results. In line with<br />
the company’s focus on innovation<br />
and consumer convenience, 2006 will<br />
see further screw cap development. As<br />
closures have become an integrated<br />
part and add value to the company’s<br />
core product, the Pure-Pak carton, a<br />
volume increase is expected also for<br />
the coming year.<br />
RESEARCH & DEVELOPMENT – INNOVATION<br />
Elopak’s R&D departments continued<br />
focusing on process improvements<br />
and new product innovations.<br />
The Food Science and Technology<br />
Department had a hectic year with<br />
verification of aseptic and ultra clean<br />
installations. The department has<br />
performed several audits, and numerous<br />
requests from market units and<br />
customers were handled by the laboratory.<br />
Elopak reached a technological milestone<br />
developing the industry’s first<br />
fully servo controlled filling machine<br />
– where the main axel is replaced by<br />
servo motors – giving savings in steel<br />
and moving parts. The project was<br />
completed and is now part of the<br />
machine portfolio.<br />
<strong>2005</strong> was also the year when a range of<br />
innovative products and system<br />
improvements were launched. Elopak<br />
continued to drive innovation as a key<br />
for volume growth and support of premium<br />
brand development. New idea<br />
generation was satisfactory, with many<br />
new ideas for production, packaging,<br />
and process innovations.<br />
The Diamond Pure-Pak Curve Concept<br />
was launched in Europe in October<br />
with Delta Dairy in Greece. The launch<br />
of Pure-Pak Curve, Mini-Diamond and<br />
Mini-Diamond Curve (both chilled<br />
and aseptic) was carried out and several<br />
patents filed.<br />
The development of two new packaging<br />
solutions was initiated, expected to<br />
be introduced to the market in 2006-<br />
2007.<br />
Innovations already represent more<br />
than 5% of the annual revenue and are<br />
expected to grow further in 2006.<br />
MARKET ACTIVITIES<br />
EUROPE, MIDDLE EAST AND AFRICA<br />
In Europe in <strong>2005</strong>, basic milk consumption<br />
was down another 1 to 2%<br />
tracing to both chilled and ambient<br />
products, while value-added dairy<br />
products continue to increase. Juice<br />
consumption was up +1 to 2%.<br />
The consumption of carbonated<br />
drinks continued to decline in favor of<br />
non-carbonated and new liquid food<br />
products, including dairy, juice drinks,<br />
water, teas, energy, functional drinks<br />
and soups.<br />
For Region EMEA (Europe, Middle<br />
East and Africa) carton volume was<br />
up 8% versus 2004; cap volume grew<br />
by 25%. Elopak supplied 46 new filling<br />
machines, including 13 Pure-Pak<br />
P-S120, 6 aseptic fillers, and 30 cap<br />
applicators.<br />
Region EMEA changed its organisational<br />
structure to meet the growth of<br />
global brands. The four market areas<br />
were gathered in two strong regional<br />
teams to improve coordination of<br />
efforts between multi-national and<br />
global accounts, and drive consistent<br />
improvements in revenues and profit.<br />
Middle East experienced growth of all<br />
dairy products, including Laban (fermented<br />
milk accounting for 65% of<br />
total processed milk in Saudi Arabia),<br />
fresh milk (very important in<br />
Morocco), and UHT milk (Saudi<br />
Arabia and Egypt) due to wider distribution<br />
and product offerings. Juices<br />
and juice drinks were also up significantly<br />
on a small volume basis at the<br />
expense of carbonated soft drinks. In<br />
the Middle East, Elopak achieved<br />
record volumes with an increase of
33% versus 2004 for cartons and<br />
43% for plastic bottles. In South Africa<br />
Elopak achieved +13% in volume<br />
versus 2004.<br />
AMERICAS<br />
The Americas Region achieved a<br />
record carton volume, exceeding<br />
2.2 billion blanks. The blanks volume<br />
increased 8.5 percent above 2004<br />
levels. The screw caps volume in the<br />
Region increased by almost 100 million<br />
units compared to 2004.<br />
The results from Elopak’s joint venture<br />
in Mexico increased, despite rising PE<br />
prices, due to high blanks and screw<br />
caps volumes. Pure-Pak Curve carton<br />
with screw caps will be introduced<br />
into the Mexican market in 2006.<br />
Screw caps will be produced locally.<br />
Operational results in the region<br />
improved as the plans developed in<br />
2004 began to be implemented. It is<br />
anticipated that the progress will continue<br />
in 2006 as blanks and screw caps<br />
volumes grow and operational efficiencies<br />
continue to improve.<br />
CIS (COMMONWEALTH OF INDEPENDENT<br />
STATES)<br />
<strong>2005</strong> was a challenging year for<br />
Elopak’s business in CIS. Despite<br />
obstacles the organisation found new<br />
solutions in market approach and production<br />
efficiency to reach sales and<br />
financial goals. Elopak CIS exceeded<br />
volume budget and had a volume<br />
growth of 23% compared to 2004 and<br />
has doubled its volumes since year<br />
2000.<br />
Financial targets were met despite the<br />
extraordinary costs raised by external<br />
factors. Elopak continued to successfully<br />
roll out product enhancements<br />
by offering screw caps for consumer<br />
convenience. Customer projects and<br />
market investments from previous<br />
years proved successful and several<br />
new customers were gained. Elopak<br />
see clear opportunities in the market<br />
segments outside the dairy sector and<br />
will invest substantial effort into penetrating<br />
these.<br />
■ The extra panel of the Pure-Pak Curve car-<br />
ton was used to promote the values added<br />
for health benefits of Essentials premium<br />
juices when relaunched by Tropicana.<br />
■ Milko Yogurts were the first products<br />
launched in Diamond Pure-Pak Curve cartons.<br />
The extended top panel gives place for a<br />
wider screw cap perfectly fitted for pouring<br />
this high quality yogurt product.<br />
■ First aseptic filling machine installation<br />
in the Australian market resulted in the<br />
launch of a high quality soymilk. The product<br />
was successfully launched with Sanitarium<br />
Health Food Company.<br />
43
44<br />
Elopak took over full ownership of the blanks manufacturing plant in Serbia and Montenegro.<br />
The plant is an important supplier of blanks to the growing Eastern European market.<br />
Macroeconomic factors in CIS Region<br />
are not as stable and established as<br />
they are in Europe. Uncertain political<br />
climate inside and between CIS countries,<br />
financial instability and bureaucracy<br />
bring new risks and new challenges.<br />
Elopak constantly reevaluates<br />
the current business setup in order to<br />
minimise risks and remain a reliable<br />
high-quality supplier in this changing<br />
environment.<br />
APA (ASIA-PACIFIC-AUSTRALIA)<br />
The APA market area realised an overall<br />
positive development. The demand<br />
in the Chinese market for dairy and<br />
juice products continues to be strong<br />
and Elopak’s own manufacturing plant<br />
will be well situated to serve this growing<br />
market.<br />
The South East Asian activities have<br />
unchanged volumes and the unit continues<br />
the consolidation and training<br />
program to prepare for the start-up of<br />
the China manufacturing plant.<br />
Support and trading activities in<br />
Australia have benefited from the sellin<br />
of new technology and carton innovations<br />
through Elopak’s local associate.<br />
PLASTIC BUSINESS<br />
Elopak revised its plastic business<br />
strategy and decided no longer to be<br />
100% owner in activities related to<br />
production, sale and marketing of<br />
plastic bottles. This change in strategy<br />
is a consequence of the last years’<br />
unsatisfactory results within this business<br />
segment and the need to focus<br />
resources on the growing carton business.<br />
An extensive restructuring of the complete<br />
Plastic Division with main focus<br />
on plastic bottle production resulted<br />
in the sale of the „Hole-through-thewall’<br />
installations in Austria and the<br />
Czech republic.<br />
In 2006 Elopak will concentrate on<br />
efficiently running the remaining<br />
manufacturing plants, but will seek<br />
solutions in line with the revised strategy<br />
for plastic bottle production.<br />
ORGANISATION AND DEVELOPMENT<br />
Development of a common performance<br />
culture continued through <strong>2005</strong>.<br />
The company-wide organisational<br />
survey showed clear strengths in all<br />
employees understanding what is<br />
expected of them. All departments will<br />
continue to work on addressing<br />
improvement areas and further building<br />
on strengths in 2006.
Competence development is<br />
approached in a structured way,<br />
through the definition of core competences,<br />
and the appointment of managers<br />
for the systematic development<br />
of each competence. New training<br />
courses were introduced through the<br />
new ‘Elopak Academy’ in <strong>2005</strong>, and<br />
additional courses are planned for<br />
2006.<br />
By year end Elopak had 1697 employees,<br />
exclusive Joint Ventures, compared<br />
to 1705 at year end 2004.<br />
Headcount increase through the<br />
acquisition of the Serbia plant was<br />
offset by reductions in Plastics and<br />
the effect of many different efficiency<br />
gains across the Group. Elopak<br />
Norway had 160 employees at year<br />
end.<br />
ENVIRONMENT<br />
The Pure-Pak cartons’ environmental<br />
benefits are increasingly recognised,<br />
reflecting consumer awareness and<br />
concern for the environment. Paper<br />
is seen as a more natural product and<br />
consumers react positively to it.<br />
Beverage cartons can easily be recycled<br />
into new applications. In <strong>2005</strong><br />
all raw material sources were certified<br />
on FSC – Forest Stewardship Council<br />
– principles. No incidents affecting<br />
external environment were recorded.<br />
HEALTH, SAFETY AND THE WORKING<br />
ENVIRONMENT<br />
Total leave of absence in <strong>2005</strong> was 3.2%.<br />
As for previous years, Elopak suffered<br />
no fatal accidents in <strong>2005</strong>. 62 minor<br />
accidents were recorded, of which 31<br />
led to absence of more than one day.<br />
The figure for Lost-Time-Injuries was<br />
10.1 for <strong>2005</strong>, compared to 15.7 in<br />
2004. While the improvement is pleasing,<br />
a further reduction of the level is<br />
targeted. Ongoing improvement activities<br />
are defined, mainly in production,<br />
focused on improving the physical<br />
work environment.<br />
FUTURE ASPECTS<br />
At the outset of 2006, Elopak recognises<br />
that the business environment<br />
will remain challenging. The raw<br />
material price pressure experienced in<br />
<strong>2005</strong> is expected to persist and even<br />
increase. However, Elopak is very well<br />
positioned to meet the challenges with<br />
a healthy and improving core business<br />
– carton-based packaging.<br />
It remains Elopak’s firm commitment to<br />
become a market leader in fresh as well<br />
as premium aseptic packaging solu-<br />
tions. During 2006, Elopak expects further<br />
growth based on continuous innovation<br />
and improvement of operational<br />
efficiency. Organic growth is targeted<br />
for Europe as well as the Americas,<br />
Commonwealth of Independent States<br />
(CIS – former Soviet) and Asia.<br />
Elopak's customers across the globe<br />
are knowledgeable and demanding.<br />
Consolidation among dairies and<br />
retailers, and changing consumer<br />
trends and preferences contribute to<br />
a rapidly changing environment.<br />
Elopak’s strategy is to pursue customer<br />
partnerships, value-adding innovation<br />
and high internal efficiency in order to<br />
ensure that the company remains a<br />
preferred supplier in a demanding<br />
market place.<br />
■ Three years of filler development made<br />
it possible that three different products can<br />
be filled simultaneously in one filling<br />
process while maintaining product viscosity.<br />
Dutch dairy giant Campina launched their<br />
famous Vla desserts and yogurt Flip as the<br />
world-first triple products to the market.<br />
■ Elopak’s annual press event was arranged<br />
at Delta Dairy in Greece marking the com-<br />
mercial launch of the Diamond Pure-Pak<br />
Curve Concept. All Delta Dairy fresh products<br />
were relaunched in the new innovative<br />
cartons.<br />
45
Mission Statement:<br />
Sales NOK million<br />
400<br />
350<br />
300<br />
250<br />
200<br />
150<br />
100<br />
0<br />
Swix Sport<br />
Randi B. Sætershagen<br />
We aim to develop, produce and<br />
market innovative and high quality<br />
accessories and textile goods<br />
for sporting and other active recreational<br />
pursuits, both in Norway<br />
and internationally. We will do<br />
this by developing and managing<br />
our own market-leading brands<br />
through an enthusiastic and valuedriven<br />
organisation so that we are<br />
recognised as a pioneering company<br />
in our chosen sectors<br />
00 01 02 03 04 05<br />
NOK million<br />
Key figures <strong>2005</strong> 2004 2003 2002<br />
Operating revenue 396.9 415.9 305.7 273.3<br />
Operating profit -19.5 21.6 26.5 28.4<br />
Fixed assets 75.0 74.8 32.4 31.4<br />
Current assets 215.5 206.4 180.1 159.9<br />
Total assets 290.5 281.2 212.5 191.3<br />
Equity 77.4 96.6 87.9 86.3<br />
Long-term liabilities 50.2 60.4 9.0 14.1<br />
Current liabilities 162.9 124.2 115.6 90.9<br />
Total equity<br />
and liabilities 290.5 281.2 212.5 191.3<br />
46<br />
■ New managing director and head of sales appointed, customer<br />
relations function strengthened<br />
■ Subsidiary established in Germany<br />
■ Swix Sport establishes its position as a brand warehouse for Swix,<br />
Bavac, Ulvang, XL-1 and Pedro’s<br />
■ New profile developed and implemented for Swix Sport and Swix<br />
products<br />
Swix Sport is a strong international<br />
market leader for ski waxes, and a leading<br />
player for ski poles. Through the<br />
integration of Elite Sport, the company<br />
has gained a broader and even more<br />
competitive product range of textile<br />
goods.<br />
MARKETS<br />
Most of Swix Sport’s products are<br />
dependent on snow conditions.<br />
The first months of <strong>2005</strong> saw persistently<br />
poor weather conditions in all<br />
the important markets. This caused<br />
a significant downturn in orders from<br />
sporting goods retailers at the start of<br />
the year, and a similar decline in<br />
advance orders for the <strong>2005</strong>/2006 winter<br />
season. The company's results for<br />
<strong>2005</strong> reflect these adverse conditions.<br />
Despite this, the company's systematic<br />
pursuit of its target to be the leader in<br />
selected niches has strengthened its<br />
long-term position in an overall market<br />
where most of the product categories<br />
sold by Swix Sport are not showing<br />
appreciable growth. This is true of ski<br />
waxes, ski accessories and ski poles,<br />
and it also seems that Nordic Walking<br />
sales have peaked for the moment.<br />
A strong focus on design, particularly<br />
on targeted ranges of women's and<br />
men's clothing, has strengthened the<br />
company's market position for textile<br />
goods, which is a product area offering<br />
considerable potential for future<br />
growth.<br />
RESULTS<br />
After many years of strong earnings,<br />
Swix Sport reported a weaker than<br />
expected operating profit, mainly due<br />
to the adverse winter weather conditions<br />
but also because resources were<br />
used to strengthen the organisation<br />
and invest in new products for future<br />
growth.<br />
Swix Sport's operating revenue for <strong>2005</strong><br />
was NOK 397 million as compared to<br />
NOK 416 million for 2004, representing<br />
a decline of some 5 percent.<br />
SWIX SPORT USA<br />
Swix Sport USA again set a new turnover<br />
record in <strong>2005</strong>. However, sales of<br />
textile goods fell short of target. This<br />
was due to the quota restrictions on<br />
imports from China introduced in<br />
summer <strong>2005</strong>. Nordic Walking sales<br />
remained modest, and the launch of<br />
Ulvang products made little impact on<br />
turnover in their first year. Investment<br />
in new product areas held back profits,<br />
which did not reach a satisfactory level<br />
in total.<br />
A new manager was appointed for<br />
Pedro’s in <strong>2005</strong>.<br />
SWIX SPORT JAPAN<br />
After two years of falling revenue due<br />
to a general decline in the winter<br />
sports market, Swix Sport Japan<br />
increased its turnover in <strong>2005</strong> and so<br />
reinforced its strong position in its<br />
market segment. In view of the general<br />
market conditions, the company's<br />
results for <strong>2005</strong> were satisfactory.<br />
SWIX SPORT GERMANY<br />
Swix Sport established a subsidiary in<br />
Germany in the spring of <strong>2005</strong>. The<br />
new operation took over responsibility<br />
for distribution to the German market,<br />
and was given responsibility for the<br />
Austrian market with effect from 1<br />
January 2006. The company has been<br />
successful in recruiting the staff it<br />
needs, all of whom have a good background<br />
in the winter sports sector.<br />
PRODUCT DEVELOPMENT AND INVEST-<br />
MENTS<br />
Swix Sport invested heavily in <strong>2005</strong> in<br />
product development and building its<br />
international brand. A more modern<br />
logo and profile were introduced for<br />
Swix products, and Swix Sport<br />
launched a new corporate profile and<br />
corporate communications program.
The company is now recognised as a<br />
modern brand warehouse, with the<br />
brands Swix, Bavac, Ulvang, XL-1 and<br />
Pedro’s enjoying their own positions<br />
and brand images.<br />
In terms of product development, the<br />
year was notable for an innovative ski<br />
pole concept for top-level cross-country<br />
skiing, which is currently being<br />
tested by elite participants in international<br />
competitions. The new pole<br />
attracted great interest at the winter<br />
ISPO trade fair, and it is likely to be on<br />
sale on a limited basis by the autumn<br />
of this year. Work was also completed<br />
on new glide and kick wax products<br />
which are very simple to use and will<br />
be a competitive alternative in the<br />
recreational skiing market.<br />
ORGANISATION<br />
The company's chief executive Mikkel<br />
Dobloug decided to retire following a<br />
period of leave of absence. Randi B.<br />
Sætershagen was appointed as chief<br />
executive to succeed Mr Dobloug at the<br />
end of January 2006. Erik Stensrud was<br />
acting chief executive from 1 April <strong>2005</strong><br />
until Randi B. Sætershagen’s appointment,<br />
and has now returned to his<br />
position as head of the textile goods<br />
area.<br />
New appointments and changes in<br />
responsibilities have been made in<br />
order to improve the company's customer<br />
focus. Bjørn Krekke joined the<br />
company in May <strong>2005</strong> to fill the new<br />
position of sales director, and what was<br />
previously the order office has been<br />
transformed into a state-of-the-art cus-<br />
tomer centre with a newly appointed<br />
manager. The logistics function has<br />
been strengthened in order to cope<br />
with the separate product lines of Swix,<br />
Ulvang, Bavac and XL-1.<br />
The process of integrating Elite Sport is<br />
now complete, and the working environment<br />
and internal collaboration are<br />
entirely satisfactory. Swix Sport had 176<br />
employees at 31 December <strong>2005</strong> (170 at<br />
the close of 2004), of which 40 were<br />
based in the USA (36), 10 in Japan (10),<br />
and 5 in the new German subsidiary.<br />
FUTURE PROSPECTS<br />
The company expects significantly better<br />
results in 2006 than in <strong>2005</strong>, partly<br />
because the year has started well, but<br />
mainly as a result of the improvements<br />
made to the organisational structure<br />
and investment in product development<br />
and brand identities. These<br />
investments will also have a long-term<br />
benefit in making Swix Sport a more<br />
attractive business partner for distributors<br />
and customers, and will contribute<br />
to growth and improved profitability<br />
for many years to come.<br />
Swix is a modern brand warehouse, with<br />
the brands Swix, Bavac, Ulvang, XL-1 and<br />
Pedro´s enjoying their own positions and<br />
brand images.<br />
47
Introduction:<br />
Ferd Private Equity Fund<br />
Gert W. Munthe<br />
Ferd Private Equity Fund (FPEF) is a<br />
buy-out fund with NOK 2 billion in<br />
committed capital. Ferd AS is the<br />
largest single investor in FPEF, which<br />
is backed by 25 Norwegian and foreign<br />
investors. The fund invests in<br />
established companies with international<br />
potential where it can contribute<br />
to value creation by playing<br />
an active ownership role.<br />
FPEF's business idea is to invest in established<br />
companies where the fund's<br />
expertise and network can contribute to<br />
increased value creation. FPEF will therefore<br />
invest in portfolio companies where<br />
it can hold a sufficient ownership interest<br />
to actively influence their development.<br />
FPEF is the leading buy-out fund with a<br />
primary focus on the Norwegian market,<br />
and has a significant capital base of NOK<br />
2 billion. The fund's ambition since it was<br />
established in August 2004, has been to<br />
position itself in the buy-out market<br />
between the smaller Norwegian players<br />
and the larger Nordic/European players,<br />
and this has proved very successful. The<br />
fund sees a strong flow of investment<br />
opportunities and currently has five companies<br />
in its portfolio: Pronova Biocare,<br />
Epax, Noratel, Handicare and Wonderland.<br />
Epax was spun off from Pronova Biocare<br />
in <strong>2005</strong> and is now a separate company<br />
in the FPEF portfolio. Collett Pharma,<br />
which was purchased from Nycomed in<br />
2004, was sold to Orkla ASA in <strong>2005</strong>.<br />
Ferd Equity Partners AS (FEP) is the exclusive<br />
investment adviser for the fund. The<br />
company has twelve employees and rents<br />
premises from Ferd AS. FEP is owned 60%<br />
by its employees and 40% by Ferd AS.<br />
FEP’s objective is to strengthen its position<br />
as the leading private equity environment<br />
in Norway.<br />
48<br />
■ Acquired Toroid International as a supplementary investment for<br />
Noratel<br />
■ Acquired Handicare AS, a leading supplier of technical aids to<br />
the handicapped and elderly, and expanded the company through<br />
acquisitions in Denmark and Holland<br />
■ Sold Collett Pharma to Orkla ASA in a transaction which also included<br />
the consumer products division of Pronova Biocare<br />
■ Acquired Norsk Hydro’s remaining shares in Pronova Biocare<br />
■ Further strengthened the organisation and maintained a strong<br />
position in the market with continuing good access to investment<br />
opportunities<br />
■ In February 2006 Wonderland, a leading Norwegian mattress manufacturer<br />
with a strong position in the other Nordic countries was acquired<br />
ORGANISATION<br />
Ferd Private Equity Fund is an independent<br />
buy-out fund with 25<br />
Norwegian and international investors.<br />
Investors have committed NOK 2 billion<br />
of capital to the fund, with Ferd AS<br />
as the largest single investor. FPEF is<br />
incorporated in Jersey and the fund's<br />
Board of Directors in Jersey is responsible<br />
for all investment decisions. The<br />
daily management and administration<br />
of the fund is carried out by Aztec<br />
Financial Services in Jersey.<br />
Ferd Equity Partners AS is the exclusive<br />
investment adviser to the fund. Ferd<br />
Equity Partners continued to strengthen<br />
its team in <strong>2005</strong>. Kristian Eikre, who<br />
previously worked as an investment<br />
analyst at First Securities, joined as an<br />
analyst in September, and later in the<br />
autumn Aase Sunde, who previously<br />
worked at Wiersholm, was employed as<br />
executive secretary. Cato Haug, who<br />
previously worked for Morgan Stanley<br />
in London, and Sverre Flåskjer, formerly<br />
the marketing director at Nidar, were<br />
both appointed as investment managers<br />
in January 2006. Malin Krog<br />
joined from Boston Consulting Group<br />
as an analyst in 2006. The company<br />
now has three partners, four investment<br />
managers, three analysts, a CFO and an<br />
executive secretary.<br />
LEADING POSITION IN AN ATTRACTIVE<br />
MARKET<br />
Ferd Private Equity Fund is recognised<br />
as one of the leading buy-out funds<br />
with a focus on Norway. The fund aims<br />
to position itself in the private equity<br />
market between the smaller Norwegian<br />
players and the larger Nordic/European<br />
players, and this approach has proved<br />
very successful. FPEF focuses on<br />
investments in the range NOK 100-400<br />
million with a Norwegian connection.<br />
There are major opportunities for private<br />
equity in Norway, where private<br />
equity is a less well-developed market<br />
than in other countries, such as<br />
Sweden. The fund has attracted a very<br />
good flow of attractive investment<br />
opportunities ever since it was first<br />
established, and focuses on transactions<br />
in a range where competition is<br />
less intense. Ferd Equity Partners is<br />
well positioned to take advantage of<br />
these opportunities and to strengthen<br />
its position as the leading private<br />
equity investment business in Norway.<br />
PORTFOLIO DEVELOPMENT<br />
FPEF continued to work on the development<br />
of its portfolio companies in<br />
<strong>2005</strong>. In March the fund made an<br />
acquisition through Noratel of Toroid<br />
International. This has made Noratel a<br />
global company and added production<br />
facilities in Sri Lanka and India.<br />
Noratel’s annual turnover increased<br />
from NOK 310 million to NOK 500 million.<br />
In July the fund purchased<br />
Handicare AS, a leading supplier of<br />
technical aids to the elderly and handicapped.<br />
Just a few months later, with<br />
the support of capital and transaction<br />
expertise from FPEF, Handicare<br />
acquired Kjærulff in Denmark and<br />
Movingpeople in Holland. This ensured<br />
a strong position and rapid growth for<br />
Handicare for the start of 2006. June<br />
also saw an agreement with Orkla ASA<br />
for the sale of Collett Pharma. This<br />
transaction, which was completed in<br />
October, secured a good return for the<br />
fund and also gives Collett Pharma the<br />
best opportunities and conditions for<br />
its further development. The sale to<br />
Orkla also included the consumer<br />
products division of Pronova Biocare .<br />
Pronova now focuses on its pharmaceuticals<br />
division and on oil products<br />
for dietary supplement applications.
From left: Aase Sunde, Gert W. Munthe, Patrik Bø Egeland, Morten Blix, Cato Haug, Sverre<br />
Flåskjer, Jostein Bjørge, Kristian Eikre, Tore Rynning-Nielsen, Adele Bugge Norman Pran,<br />
Rikke T. Reinemo. In front: Malin Krog.<br />
The latter business was spun off in<br />
<strong>2005</strong> as a separate company under the<br />
name Epax. Pronova continues to perform<br />
strongly, and recent developments<br />
include the launch of the<br />
Omacor pharmaceutical product in the<br />
American market and a long-term contract<br />
with Takeda Pharmaceuticals for<br />
sales to the Japanese market.<br />
In February 2006, FPEP acquired<br />
Wonderland AS, one of the leading<br />
Norwegian mattress manufacturers in<br />
Norway with a strong position in the<br />
other Nordic countries.<br />
FPEF will continue to commit considerable<br />
resources to developing these<br />
companies. The fund's investment<br />
adviser, FEP, assists in this task through<br />
its representation on the boards of the<br />
portfolio companies and active<br />
involvement in a range of projects.<br />
FUTURE PROSPECTS<br />
FPEF will continue to focus in 2006 on<br />
the further development of the companies<br />
in its portfolio. The fund continues<br />
to have significant assets available for<br />
investment and intends to carry out<br />
new acquisitions in 2006 as well as<br />
considering supplementary investments<br />
in its existing portfolio companies.<br />
In addition to evaluating investment<br />
opportunities represented by its<br />
large and attractive deal flow, Ferd<br />
Equity Partners will pro-actively<br />
develop attractive investment opportunities<br />
for consideration by the fund.<br />
Further development of current portfolio<br />
companies. FPEF will continue to<br />
work closely with its portfolio companies<br />
to ensure continuing growth and<br />
further improvements in performance.<br />
Further acquisitions/investments. FPEF<br />
will continue to work on generating and<br />
evaluating potential investment opportunities<br />
for the fund. The fund continues<br />
to have significant assets available<br />
for investment, but will also ensure that<br />
it has sufficient capital available for the<br />
continued development of its existing<br />
portfolio companies.<br />
Ferd Private Equity Fund’s<br />
portfolio:<br />
• Pronova Biocare AS<br />
• Epax AS<br />
• Noratel AS<br />
• Handicare AS<br />
• Wonderland AS (February 2006)<br />
49
HANDICARE<br />
Ferd Private Equity Fund’s portfolio<br />
NOK million<br />
Key figures <strong>2005</strong> 2004 2003 2002<br />
Operating revenue 728.4 610.2<br />
Operating profit 63.4 46.7<br />
Fixed assets 427.5 44.2<br />
Current assets 378.9 234.8<br />
Total assets 806.4 279.0<br />
Equity 143.0 84.7<br />
Long-term liabilities 483.3 48.0<br />
Current liabilities 180.1 146.3<br />
Total equity<br />
and liabilities 806.4 279.0<br />
No comparable figures are available for the period 2002-<br />
2003.<br />
PRONOVA BIOCARE<br />
NOK million<br />
Key figures <strong>2005</strong> 2004 2003 2002<br />
Operating revenue 603.6 466.8 320.4 265.6<br />
Operating profit 215.2 46.8 11.4 -10.2<br />
Fixed assets 507.6 392.9 223.0 155.7<br />
Current assets 313.8 319.1 187.9 254.3<br />
Total assets 821.4 712.0 410.9 410.0<br />
Equity 214.7 189.2 69.7 72.7<br />
Long-term liabilities 479.6 428.2 41.9 38.6<br />
Current liabilities 127.1 94.6 299.3 298.7<br />
Total equity<br />
and liabilities 821.4 712.0 410.9 410.0<br />
Epax was spun off from Pronova Biocare in December <strong>2005</strong>.<br />
NORATEL<br />
NOK million<br />
Key figures <strong>2005</strong> 2004 2003 2002<br />
Operating revenue 508.9 304.5 266.2 249.0<br />
Operating profit 36.7 22.9 19.0 15.4<br />
Fixed assets 176.4 65.2 61.7 62.7<br />
Current assets 266.5 137.4 119.1 114.6<br />
Total assets 442.9 202.6 180.8 177.3<br />
Equity 132.2 84.0 76.4 69.3<br />
Long-term liabilities 178.9 38.9 36.3 39.9<br />
Current liabilities 131.8 79.7 68.1 68.2<br />
Total equity<br />
and liabilities 442.9 202.6 180.8 177.3<br />
50<br />
Handicare<br />
■ FPEF acquired Handicare in July <strong>2005</strong><br />
■ Strong growth through acquisitions in<br />
Denmark and Holland<br />
■ Continuing top-line and bottom-line<br />
growth<br />
■ Work now under way to integrate<br />
the companies acquired and prepare<br />
for further expansion<br />
Handicare is a leading supplier of technical<br />
aids for the elderly and the handicapped.<br />
The company is also the largest<br />
player in Norway for the conversion of<br />
cars for handicapped drivers, and is a<br />
leading distributor of medical equipment<br />
and material to hospitals through<br />
its subsidiary Puls AS. The company<br />
reports growth in all three areas of<br />
activity.<br />
Handicare was acquired by FPEF in<br />
July <strong>2005</strong>. Handicare and FPEF then<br />
worked closely together to carry out<br />
two acquisitions in July: Kjærulff A/S<br />
which is a leading player for bathroom<br />
aids in Denmark and Movingpeople<br />
which is a leading supplier of technical<br />
aids for the elderly and handicapped in<br />
Holland.<br />
In addition to its operations in Norway,<br />
Handicare has subsidiaries in Sweden,<br />
Denmark and Holland. The company<br />
also sells its products to a number of<br />
other European markets through distributors.<br />
Handicare is currently experiencing<br />
a good response to its products<br />
in many markets, and is enjoying strong<br />
growth in both turnover and profits.<br />
Figures for the Handicare group<br />
showed turnover of NOK 728 million<br />
in <strong>2005</strong> with an operating profit of<br />
approximately NOK 63 million.<br />
Consolidated turnover in 2006 is<br />
expected to approach NOK 1.1 billion.<br />
Handicare has established a position as<br />
an exciting international supplier of<br />
technical aids for the elderly and handicapped,<br />
and FPEF's objective is to<br />
encourage the further development<br />
and expansion of this business both<br />
organically and through acquisitions.<br />
www.handicare.com<br />
Pronova Biocare<br />
■ FPEF acquired Hydro’s remaining 20%<br />
interest in April <strong>2005</strong><br />
■ Industrial Brands division established<br />
as Epax AS, a separate legal entity<br />
■ Consumer Brands division sold to Orkla<br />
■ Licence and supply agreement for the<br />
Japanese market signed with Takeda<br />
■ Launch of Omacor in the American<br />
market<br />
Pronova Biocare is a global leader for the<br />
development, production and sale of<br />
Omega-3 fatty acids, both for dietary<br />
supplement and pharmaceutical applications.<br />
The company is heavily focused on<br />
international markets, and most of its production<br />
is exported. The company's head<br />
office is in Oslo and it has production<br />
facilities in Sandefjord and Ålesund.<br />
FPEF acquired the remaining 20% of the<br />
share capital of Pronova Biocare from Hydro<br />
in April <strong>2005</strong>. At the start of <strong>2005</strong> the company<br />
had three divisions: Pharmaceuticals,<br />
Industrials Brands and Consumer Brands.<br />
<strong>2005</strong> saw significant investment in the company's<br />
production facilities. The capacity<br />
of the Sandefjord facility was doubled over<br />
the course of the year, and sizeable investment<br />
in the Ålesund facility has served to<br />
increase capacity and eliminate the interdependency<br />
between the two production sites.<br />
The Sandefjord facility now focuses on pharmaceutical<br />
production, while by the close<br />
of <strong>2005</strong> the Ålesund facility's capacity was<br />
almost solely committed to producing<br />
Omega-3 for dietary supplement applications.<br />
As part of the process of making<br />
Sandefjord and Ålesund independent of each<br />
other, the Industrial Brands division responsible<br />
for production at Ålesund was established<br />
as a separate legal entity in December<br />
<strong>2005</strong> known as Epax AS. The Consumer<br />
Brands division was sold to Orkla in <strong>2005</strong>.<br />
In its pharmaceutical activities, Pronova<br />
Biocare signed an important licence and<br />
supply agreement with the Japanese company<br />
Takeda in autumn <strong>2005</strong>. The company<br />
launched its Omacor product in the USA<br />
in autumn <strong>2005</strong> through its distributor<br />
Reliant. Sales of Omacor show promising<br />
growth, and the main challenge in 2006 will<br />
be to carry out sufficient further investment<br />
in the company's pharmaceutical production<br />
capacity.<br />
Tomas Settevik will succeed Egil Bodd as<br />
the managing director of Pronova Biocare<br />
in the first half of 2006.<br />
www.pronova.com
Noratel<br />
■ Purchased Toroid International in<br />
March <strong>2005</strong><br />
■ Stronger structure with new executive<br />
management appointments and a pro-<br />
fessional Board of Directors<br />
■ Successful integration of Noratel and<br />
Toroid International, giving a global<br />
position with production facilities in the<br />
Nordic region, Eastern Europe and Asia<br />
■ Established a joint-venture for a factory<br />
in China to produce transformers for<br />
Chinese manufacturers<br />
Noratel, which was acquired by FPEF in<br />
December 2004, was established in<br />
1925 as Norsk Radiotelefon og Telegraf<br />
A/S. The company changed its name to<br />
Noratel AS in 1956, and began to focus<br />
on the manufacture and distribution of<br />
transformers and power supplies.<br />
Noratel is based in Norway, but operates<br />
an international organisation.<br />
Noratel has operated subsidiaries in<br />
the other Nordic countries and Poland<br />
since the early 1990s. Following the<br />
acquisition of Toroid, the company is<br />
also represented in Germany, Holland,<br />
England, Spain, India and Sri Lanka.<br />
Noratel currently has production facilities<br />
in Norway, Sweden, Finland,<br />
Poland, India and Sri Lanka.<br />
Noratel made new appointments to its<br />
executive management team in <strong>2005</strong>,<br />
and a professional Board of Directors<br />
was recruited. The company’s performance<br />
improved in <strong>2005</strong> despite the challenges<br />
of higher prices for steel and copper.<br />
FPEF intends to develop Noratel<br />
further by playing an active role in consolidation<br />
and restructuring in this sector.<br />
In 2006 Noratel and FPEF will focus<br />
on identifying and realising operational<br />
improvements and potential acquisitions<br />
that can give Noratel an even<br />
stronger position in this industry.<br />
www.noratel.no<br />
51
Mission Statement:<br />
Ferd Invest<br />
John Harald Henriksen<br />
Ferd Invest’s objective is to operate<br />
as a long-term financial<br />
investor on the basis of its core<br />
expertise in the areas of finance,<br />
networking, investment analysis<br />
and portfolio management<br />
Ferd Invest aims to invest in companies<br />
that offer sound business ideas, good<br />
potential for value creation, management<br />
commitment to shareholder value<br />
and acceptable gearing. Our strategy is<br />
twofold: We principally wish to play a<br />
leading role and make a positive contribution<br />
as a long-term investor in a relatively<br />
limited number of companies. This<br />
allows us to influence the development<br />
of these companies. Secondly, we operate<br />
as a financial investor in a range of<br />
large, liquid companies and equity funds<br />
sufficient to ensure a diversified equity<br />
portfolio. Ferd invests directly in individual<br />
stocks in the Norwegian market, but<br />
international investments are made<br />
mainly through equity funds. The portfolio<br />
is entirely financed by equity.<br />
NOK million<br />
Key figures <strong>2005</strong> 2004 2003 2002<br />
Operating revenue 571.1 382.1 412.6 -435.1<br />
Operating profit 565.8 377.9 407.1 -440.5<br />
Fixed assets 0.1 11.9 14.7 126.7<br />
Current assets 2 317.8 1 687.0 1 307.7 1 245.2<br />
Total assets 2 317.9 1 698.9 1 322.4 1 371.9<br />
Equity 2 274.5 1 684.1 1 320.2 1 371.5<br />
Long-term liabilities 41.9 13.3 0.0 0.1<br />
Current liabilities 1.5 1.5 2.2 0.3<br />
Total equity<br />
and liabilities 2 317.9 1 698.9 1 322.4 1 371.9<br />
52<br />
■ Favourable economic conditions in Norway, with low interest rates<br />
and rising raw material prices<br />
■ Continuing strong stock market in Norway<br />
■ A further year of good returns from the Norwegian share portfolio<br />
■ The outlook for oil prices will determine the future direction of the<br />
Norwegian stock market<br />
MARKETS<br />
The increases in oil and commodity<br />
prices seen in 2004 continued in <strong>2005</strong>.<br />
The Morgan Stanley global index<br />
gained 7.5 % in US dollar terms, but<br />
there were significant regional variations.<br />
In the USA, rising interest rates,<br />
the hurricanes in the Gulf of Mexico<br />
and higher oil prices meant that equity<br />
markets managed only a modest<br />
improvement, with the leading S&P<br />
index producing a return of 4.8% for<br />
the year. However, stock markets in<br />
Europe and Asia moved ahead thanks<br />
to a combination of encouraging<br />
growth prospects and low interest<br />
rates. The major surprise for the year<br />
was the return of economic growth in<br />
Japan, which helped to push the TOPIX<br />
index 44% higher. Stock markets with a<br />
raw materials bias enjoyed another<br />
good year, and the Oslo stock market<br />
gained 40.5%. Over the last three years<br />
the Oslo stock market has gained 188%,<br />
which is the best three-year performance<br />
in recent time. Energy shares produced<br />
the strongest performance in<br />
the Oslo market, but companies in a<br />
number of other sectors also performed<br />
very strongly.<br />
INVESTMENT RETURN<br />
Ferd Invest produced another good<br />
year in <strong>2005</strong>, with a total return of<br />
NOK 572 million equivalent to 33.2%.<br />
This was a little less than the return on<br />
the benchmark index for the portfolio,<br />
which gained 35.9%. The reason for<br />
this underperformance is that the proportion<br />
of the portfolio held in cash<br />
was at times a little too high when the<br />
Norwegian stock market was performing<br />
strongly. The average total return<br />
over the last three years was 36.1%. The<br />
Norwegian share portfolio gained NOK<br />
426 million or 35.3%. The largest contributors<br />
to the year’s gains were Lerøy,<br />
Orkla and Andvord Tybring-Gjedde.<br />
However in percentage terms the airline<br />
Norwegian produced the highest<br />
return.<br />
The international portfolio also performed<br />
well, with a return of 27.5% in<br />
NOK terms. The portfolio is not currency<br />
hedged, and currency movements<br />
contributed NOK 14 million of<br />
the year’s return. At the beginning of<br />
<strong>2005</strong> we invested in an Asia fund and a<br />
Japan fund. Both these funds made a<br />
very positive contribution, both in<br />
absolute terms and relative to the<br />
benchmark index.<br />
PORTFOLIO ALLOCATION<br />
The portfolio allocation at the end of<br />
<strong>2005</strong> was 63% in Norwegian equities,<br />
32% in foreign equities and 5% in bank<br />
deposits. The equivalent allocation at<br />
the start of the year was 71% in<br />
Norwegian equities, 20% in foreign<br />
equities and 9% in bank deposits.<br />
During the course of <strong>2005</strong>, we<br />
increased the portfolio’s exposure to<br />
international stock markets by purchasing<br />
fund units. Purchases of shares<br />
and fund units totalled NOK 514 million<br />
for the year, and sales of shares<br />
raised NOK 371 million. The rate of<br />
turnover in the portfolio remained low.<br />
The energy sector was the focus of<br />
interest on the Oslo stock exchange<br />
throughout <strong>2005</strong>. Given our underweight<br />
exposure to energy shares, this<br />
sector made only a limited contribution<br />
to the return for the year although<br />
shares in both Subsea 7 and Awilco<br />
Offshore contributed with returns better<br />
than benchmark. A number of share<br />
selections in other sectors proved successful,<br />
including shares in Norwegian,<br />
which made a breakthrough in the<br />
Norwegian airline market, Andvord<br />
Tybring-Gjedde formed by the merger<br />
of Andvord and Tybring-Gjedde, and<br />
Ibas, which was acquired by an industrial<br />
purchaser. Other major events for<br />
companies in the portfolio were Orkla’s<br />
acquisition of Elkem and the stock<br />
market’s acceptance of Lerøy as an<br />
attractive investment alternative in the<br />
seafood industry. During the course of<br />
<strong>2005</strong> Ferd Invest was represented on
John Harald Henriksen and Gaute Garshol.<br />
the boards of Kongsberg Gruppen and<br />
Telenor. We are also represented on the<br />
election committees of a number of<br />
other companies. Through our contribution<br />
to the work of election committees,<br />
we have helped to identify a<br />
number of competent female board<br />
members for companies in our portfolio.<br />
ORGANISATION<br />
Gaute Garshol was appointed as an<br />
investment manager in September<br />
<strong>2005</strong> with particular responsibility for<br />
the energy sector. He previously<br />
worked as an investment analyst at<br />
Carnegie and as an investment manager<br />
at Orkla. We intend to appoint a<br />
further new investment manager in<br />
early 2006 to complete our coverage of<br />
the Norwegian stock market. During<br />
the course of the year, we will also<br />
build up direct exposure to listed companies<br />
on the Swedish stock market.<br />
FUTURE PROSPECTS<br />
The oil price will be crucial for both<br />
global economic prospects in general<br />
and the Norwegian stock market in<br />
particular. The high oil price represents<br />
a potential threat to growth in the<br />
global economy, but is an important<br />
factor in market sentiment in Oslo.<br />
After three years of strong performance,<br />
the Oslo market is not cheap.<br />
Further strong performance will only<br />
be achieved if the oil price remains<br />
high and stable and the global economy<br />
continues to grow rapidly.<br />
Looking forward, we believe that the<br />
potential for risk-adjusted returns will<br />
be somewhat better internationally<br />
than in Norway, and we will therefore<br />
continue to increase the international<br />
weighting of the portfolio at the<br />
expense of the Norwegian share portfolio.<br />
Five largest Norwegian shareholdings ranked by<br />
market value<br />
No. Market value share of<br />
Company of shares NOK 1000 portfolio<br />
Orkla 830 000 231 985 000 10.0%<br />
Lerøy Seafood 3 000 000 219 000 000 9.5%<br />
Nordic 1 800 000 119 700 000 5.2%<br />
Semiconductor<br />
Storebrand 2 020 800 117 711 600 5.1%<br />
Telenor 1 250 000 82 812 500 3.6%<br />
Total 771 209 100 33.4%<br />
Total return on assets under management<br />
40 %<br />
35 %<br />
30 %<br />
25 %<br />
20 %<br />
15 %<br />
10 %<br />
5 %<br />
0 %<br />
40 %<br />
35 %<br />
30 %<br />
25 %<br />
20 %<br />
15 %<br />
10 %<br />
5 %<br />
0 %<br />
Jan Mar May Jul Sep Nov<br />
Portfolio Benchmark index<br />
Cumulative return on share portfolios<br />
Jan Mar May Jul Sep Nov<br />
Norwegian portfolio International portfolio<br />
53
Mission Statement:<br />
Ferd Venture<br />
Erik Fausa Olsen<br />
Ferd Venture offers risk capital for<br />
technology-based companies with<br />
international potential and highly<br />
motivated, experienced management.<br />
Ferd Venture creates value by<br />
making an active contribution to the<br />
development, growth and realisation<br />
of its portfolio companies. Ferd<br />
Venture’s objective is to be a<br />
demanding investor recognised for<br />
its serious commitment, expertise<br />
and long-term approach<br />
NOK million<br />
Key figures <strong>2005</strong> 2004 2003 2002<br />
Operating revenue 22,8 -3.8 4.0 -35.2<br />
Operating profit 11.8 -13.3 -7.1 -119.3<br />
Fixed assets 50.0 33.9 56.8 60.3<br />
Current assets 210.4 147.1 199.9 125.5<br />
Total assets 260.4 181.0 256.7 185.8<br />
Equity 259.4 179.3 207.4 156.1<br />
Long-term liabilities 0.0 0.0 0.8 18.3<br />
Current liabilities 1.0 1.7 48.5 11.4<br />
Total equity<br />
and liabilities 260.4 181.0 256.7 185.8<br />
54<br />
■ Four new investments<br />
■ Sound portfolio development<br />
■ Additions to the Ferd Venture team<br />
■ Good future prospects<br />
AN EXCITING YEAR IN <strong>2005</strong><br />
<strong>2005</strong> was a very exciting year for Ferd<br />
Venture. There was a good flow of new<br />
investment opportunities, and over the<br />
course of the year we invested in four<br />
new companies. In addition, our targeted<br />
work with the existing portfolio<br />
companies helped ensure their healthy<br />
development. Ferd Venture is now seen<br />
as one of the country's leading venture<br />
capital operations, characterised by the<br />
strength of its team and its stable longterm<br />
access to capital. Our philosophy<br />
is that success comes through systematic<br />
long-term commitment, and we<br />
apply a clearly defined set of principles<br />
and processes to structure our work.<br />
FOUR NEW COMPANY INVESTMENTS<br />
In the first quarter of <strong>2005</strong> Ferd Venture<br />
made an investment in Nacre , a<br />
Trondheim-based hi-tech company<br />
with origins in the SINTEF environment.<br />
The company has developed a<br />
digital earplug that allows natural<br />
speech and radio communications at<br />
the same time as providing effective<br />
sound protection. The main market for<br />
this product is military special forces,<br />
and in <strong>2005</strong> the company made its first<br />
sales to the military authorities in<br />
countries including Norway, Sweden<br />
and Denmark. Nacre went on to take<br />
its first step into the American market<br />
towards the end of <strong>2005</strong> when it won a<br />
contract with the US Marines.<br />
In July, Ferd Venture invested in Mohive ,<br />
a Norwegian software company that<br />
supplies e-learning software for major<br />
companies. This software makes it easy<br />
for key employees to share their technical<br />
knowledge with others in the<br />
organisation. The customer list already<br />
includes companies such as If, Storebrand,<br />
ICA and Statsbygg in Norway as<br />
well as UPC and Charles Schwab internationally.<br />
E-learning is a growing<br />
market, and annual sales of e-learning<br />
solutions in Europe are around NOK<br />
7 billion.<br />
The third investment in <strong>2005</strong> was in<br />
Colibria, a Norwegian company that is<br />
a technological leader in instant messaging<br />
and presence systems for<br />
mobile phones. Mobile operators are<br />
expected to invest in new communication<br />
products as part of their drive to<br />
find new sources of income, and<br />
Colibria’s new concepts are well placed<br />
to benefit from this. The company's<br />
solutions are already used by a number<br />
of operators in Europe, Asia and Latin<br />
America. Four Seasons Venture and<br />
Northzone were already shareholders<br />
in Colibria, and also participated in<br />
this round of investment.<br />
Ferd Venture’s final investment in <strong>2005</strong><br />
was Forbrukerforsikring. This company<br />
sells legal insurance products to the<br />
retail market that are intended to give<br />
consumers greater security when<br />
buying houses and consumer goods<br />
and when employing tradesmen.<br />
Forbrukerforsikring undertakes to<br />
manage any disputes for the customer,<br />
and to act as its representative in dealing<br />
with the other party. Both costumers<br />
and important distribution<br />
channels have shown great interest in<br />
this type of insurance.<br />
Ferd Venture also made follow-up<br />
investments in the portfolio companies<br />
GenKey, Bone Support, MariCal and<br />
Affitech in <strong>2005</strong>.<br />
FURTHER INVESTMENT IN ENERGY VENTURES<br />
The venture capital company Energy<br />
Ventures, in which Ferd Venture is a<br />
major investor, has established its position<br />
as the leading Norwegian venture<br />
capital player in the energy sector, and<br />
manages some NOK 900 million. The<br />
first Energy Ventures fund has invested<br />
in eight attractive companies, and is<br />
now closed. A number of these companies<br />
performed very strongly in <strong>2005</strong>,<br />
and APL was listed on the Oslo stock<br />
exchange in March <strong>2005</strong>. In April <strong>2005</strong>,<br />
Ferd Venture committed NOK 130 mil-
Annar Bøhn, Erik Fausa Olsen, Helge Hellebust, Monica Engen, Bjørn Erik Reinseth and<br />
Pål M. Rødseth.<br />
lion to the second Energy Ventures<br />
fund, which has total capital of around<br />
NOK 600 million.<br />
In addition to its investments in Energy<br />
Ventures I and II, Ferd Venture contributed<br />
further capital to Four Seasons<br />
Venture III and Teknoinvest VII in<br />
accordance with its investment commitments<br />
to these funds.<br />
ADDITIONS TO THE FERD VENTURE TEAM<br />
Ferd Venture further strengthened its<br />
team over the course of <strong>2005</strong> by adding<br />
one partner and one associate. In<br />
spring <strong>2005</strong>, Bjørn Erik Reinseth was<br />
recruited as a partner. Reinseth has<br />
extensive experience from the telecom-<br />
PORTFOLIO<br />
NOK million Investment* Year of<br />
Company investment<br />
Forbrukerforsikring 20.0 <strong>2005</strong><br />
Colibria 15.0 <strong>2005</strong><br />
Mohive 9.0 <strong>2005</strong><br />
Nacre 15.0 <strong>2005</strong><br />
Cinevation 18.5 2004<br />
Vensafe 15.0 2003<br />
Bone Support 13.0 2003<br />
GenKey 8.0 2003<br />
MariCal 16.5 2002<br />
Affitech 18.0 2000<br />
* includes both equity and loans to the company<br />
PORTFOLIO FUNDS<br />
munications industry, and has previously<br />
been CEO of Sense Communication<br />
and Bredbåndsfabrikken. Annar<br />
Bøhn joined the team as an associate,<br />
coming from a management consulting<br />
position with PA Consulting Group.<br />
Ferd Venture currently consists of Erik<br />
Fausa Olsen, Managing Partner, with<br />
three partners – Helge Hellebust, Pål M.<br />
Rødseth and Bjørn Erik Reinseth, and<br />
two associates – Monica Engen and<br />
Annar Bøhn. The members of the team<br />
represent a broad range of expertise<br />
and education, with practical experience<br />
from a range of different sectors.<br />
GOOD FUTURE PROSPECTS<br />
<strong>2005</strong> was a year of good performance<br />
in the financial markets, with strong<br />
interest in stock exchange floatations.<br />
The venture capital sector successfully<br />
realised a number of its investments,<br />
and several venture capital supported<br />
companies were listed on the Oslo<br />
stock exchange. Ferd Venture remains<br />
confident that venture capital is an<br />
attractive investment alternative in the<br />
long-term. We believe that the coming<br />
year will see further progress for our<br />
portfolio companies, a good flow of<br />
new investment opportunities and<br />
continuing progress for the venture<br />
capital market.<br />
NOK million Year Total Amount Ownership Proportion of<br />
established committed committed by share committed<br />
capital Ferd Venture capital called<br />
Energy Ventures I 2002 315 60 19.1% 63.7%<br />
Energy Ventures II <strong>2005</strong> 598 130 21.7% 4.5%<br />
In addition, Ferd Venture has invested in Startfondet, Teknoinvest VII and Four Seasons Venture II & III<br />
■ MOHIVE<br />
Mohive is a Norwegian soft-<br />
ware company that offers a<br />
unique and well positioned<br />
e-learning software product<br />
intended for major companies<br />
that have systems for expertise<br />
management.<br />
■ Nacre has developed<br />
a lightweight digital<br />
earpiece that provides<br />
two-way speech and<br />
radio communication<br />
with maximum acousti-<br />
cal awareness.<br />
■ MOBILE INTERNET CHATTING<br />
Colibria Mobile Instant Messaging (MIM)<br />
makes internet chatting with friends and<br />
acquaintances possible without having to<br />
sit at a PC. The user’s mobile telephone<br />
shows the texts from both sender and<br />
recipient in just the same way as a PC chat<br />
program, and its user interface offers the<br />
same interactivity.<br />
55
Companies in our portfolio<br />
Forbrukerforsikring<br />
Forbrukerforsikring sells legal insurance<br />
to the retail market, both directly<br />
to consumers and through distributors.<br />
Its products are designed to give consumers<br />
greater security when buying<br />
houses and consumer goods and when<br />
employing tradesmen. Forbrukerforsikring<br />
undertakes to manage any<br />
disputes for the customer, and to act as<br />
its representative in dealing with the<br />
other party. Both customers and<br />
important distribution channels have<br />
shown great interest in this type of<br />
insurance. The company operates from<br />
Oslo under its Managing Director<br />
Johan Dolven. Ferd Venture invested in<br />
Forbrukerforsikring in December <strong>2005</strong><br />
together with Storebrand Livsforsikring.<br />
www.forbrukerforsikring.no<br />
Colibria<br />
Colibria is a technological leader for<br />
instant messaging and presence systems<br />
for mobile telephones, and has<br />
a number of mobile operators in<br />
Europe, Asia and Latin America as customers.<br />
Colibria’s product is delivered<br />
as a server that the mobile operator<br />
integrates into its own systems. Mobile<br />
operators are expected to invest in new<br />
communication products as part of<br />
their drive to find new sources of<br />
income, and Colobria’s new concepts<br />
are well placed to benefit from this.<br />
The company has offices in Norway,<br />
the UK, the Philippines and Belgium.<br />
Four Seasons Venture and Northzone<br />
were already shareholders in Colibria<br />
from earlier financing rounds, and also<br />
participated in this round of investment<br />
in September <strong>2005</strong>.<br />
www.colibria.com<br />
Mohive<br />
Mohive is a Norwegian software company<br />
that offers a unique and well positioned<br />
e-learning software product<br />
intended for major companies that<br />
have systems for expertise management.<br />
The software makes it easy for<br />
key employees to share their technical<br />
knowledge with others in the organisation.<br />
The customer list includes companies<br />
such as If, Storebrand, ICA and<br />
Statsbygg in Norway, as well as UPC<br />
and Charles Schwab internationally.<br />
<strong>Annual</strong> sales of e-learning solutions in<br />
56<br />
Europe are around NOK 7 billion, and<br />
the market is expected to grow by 20%<br />
annually over the next three years. Ferd<br />
Venture invested in Mohive in July <strong>2005</strong>.<br />
www.mohive.com<br />
Nacre<br />
Nacre is a Trondheim-based hi-tech<br />
company with origins in the SINTEF<br />
environment. The company has developed<br />
a small, patented digital earplug<br />
that allows natural speech and radio<br />
communications while at the same<br />
time providing excellent hearing protection.<br />
The main market for this product<br />
is initially military special forces<br />
and in due course the military<br />
as a whole, as well as some civil applications.<br />
The company made its first<br />
sales in <strong>2005</strong> to the military authorities<br />
in countries including Norway, Sweden<br />
and Denmark. In addition, Nacre<br />
recently won a contract with the US<br />
Marines that represents an important<br />
first step in the major American market.<br />
Viking Venture and Sinvent Venture<br />
were already shareholders in the company<br />
from earlier financing rounds,<br />
and they also participated in this round<br />
of investment with Ferd Venture in<br />
February <strong>2005</strong>.<br />
www.nacre.com<br />
Cinevation<br />
Cinevation has developed a revolutionary<br />
and highly competitive film<br />
recorder for transferring digital source<br />
material to traditional analogue film in<br />
real time, i.e. over 100 times faster than<br />
with current technology. There is considerable<br />
demand for this type of film<br />
recorder, and Cinevation is expected to<br />
gain a substantial share of the global<br />
market. Cinevation has sold its first<br />
machines to the leading international<br />
post-production companies Efilm in<br />
the USA and Moving Picture Company<br />
in England, and is in negotiations with<br />
a number of other potential customers.<br />
Nordisk Film has been using Cinevation<br />
equipment for almost one year.<br />
Traditional analogue cameras still<br />
dominate movie filming, but the use of<br />
digital recording is on the increase<br />
since it facilitates efficient editing and<br />
the use of digital effects. However,<br />
completed movies must be transferred<br />
back to analogue film stock since most<br />
cinemas still use analogue projectors.<br />
Ferd Venture invested in Cinevation in<br />
June 2004 in collaboration with Viking<br />
Venture.<br />
www.cinevation.net<br />
Vensafe<br />
Vensafe develops, sells and installs<br />
automated systems for sales of small,<br />
high-cost consumer goods in retail<br />
stores. The company’s systems eliminate<br />
stock shrinkage and increases<br />
sales of high-cost items. Vensafe’s systems<br />
are deployed in the Nordic countries,<br />
Benelux and Germany by leading<br />
retail grocery chains such as ICA, Ahold,<br />
Norgesgruppen, Metro, Spar and Albert<br />
Heijn. Sales of the company’s systems<br />
have grown significently since the first<br />
machine was installed in January 1999,<br />
and the company has now installed<br />
more than 1 000 of its machines.<br />
Vensafe reported turnover of approximately<br />
NOK 60 million in <strong>2005</strong>. The<br />
company has also continued to invest<br />
heavily in research and development,<br />
which caused it to report a loss for<br />
<strong>2005</strong>. Ferd Venture invested in Vensafe<br />
in 2003 together with Selvaag Venture,<br />
Teknoinvest and Canica.<br />
www.vensafe.no<br />
Bone Support<br />
Bone Support develops injectable bone<br />
substitutes, based on synthetically produced<br />
ceramic materials. The company<br />
has a number of bone substitutes<br />
under development, with different<br />
compositions and different patents.<br />
In <strong>2005</strong> Bone Support gained FDA<br />
approval for a product used to treat<br />
brittle bone fractures. The company's<br />
most promising product is Spine-<br />
Support, which is intended for the<br />
treatment of osteoporotic fractures to<br />
the spinal column. Clinical trials were<br />
carried out in <strong>2005</strong> on patients with<br />
osteoporotic spinal column fractures<br />
with very successful results. Bone<br />
Support operates from Lund in Sweden.<br />
Ferd Venture invested in Bone Support<br />
in July 2003 in collaboration with<br />
Teknoinvest and Innovationskapital.<br />
www.bonesupport.com<br />
GenKey<br />
GenKey develops innovative biometric<br />
software solutions. The company has
specialised in fingerprint recognition<br />
using a combination of pattern and<br />
minutiae recognition coupled with<br />
encryption. GenKey’s technology provides<br />
quicker, cheaper and more accurate<br />
recognition than existing technology<br />
can offer. Applications include<br />
authenticating ID cards and passports,<br />
logical and physical access control and<br />
digital signatures, e.g. in financial<br />
transactions. The company completed<br />
the development of its system in <strong>2005</strong>,<br />
and is now working on its commercialisation.<br />
The first agreements for system<br />
sales and collaboration have been signed<br />
with international customers, and<br />
GenKey has established a sound basis<br />
for international success. Ferd Venture<br />
invested in GenKey in May 2003.<br />
www.genkey.no<br />
MariCal<br />
MariCal is an American life sciences<br />
company that develops innovative<br />
solutions for the world’s aquaculture<br />
industry. MariCal’s products all use a<br />
central technology developed by the<br />
company that identifies a biological<br />
‘thermostat’ triggered when salmon<br />
move from fresh water to salt water.<br />
In <strong>2005</strong>, MariCal signed an important<br />
contract with the feedstuff producer<br />
EWOS, and the company is currently<br />
in final negotiations with a global fish<br />
farming company interested in using<br />
SuperSmolt across all its operations.<br />
During the course of <strong>2005</strong>, MariCal also<br />
demonstrated the commercial potential<br />
of its next product, SeaReady,<br />
which improves both production<br />
capacity and quality for hatchery production<br />
of juveniles for transfer to production<br />
facilities. MariCal has a number<br />
of attractive technologies and<br />
products under development. The<br />
company's development projects are<br />
run in collaboration with various players<br />
in the fish farming industry. Ferd<br />
Venture invested in MariCal in collaboration<br />
with Teknoinvest in April 2002.<br />
www.marical.no<br />
Affitech<br />
Affitech is one of the few companies in<br />
the world to have developed proprietary<br />
technology for human type antibodies,<br />
which is one of the most important new<br />
areas of bio-medical development.<br />
These antibodies are needed for medi-<br />
cines that can work on specific targets in<br />
the body such as cancer cells. This type<br />
of biotechnology-based pharmaceutical<br />
development represents one of the<br />
most rapidly growing areas of the pharmaceutical<br />
market, and is expected to<br />
increase from a current annual value of<br />
USD 3 billion to around USD 30-50 billion<br />
by 2010. Affitech's strong technological<br />
and patent-protected platform<br />
represents a solid foundation for<br />
becoming an important player in this<br />
market. In <strong>2005</strong>, Affitech signed a new<br />
cross-licensing agreement with Xoma<br />
(a NASDAQ listed company) and<br />
licensed Protein-L to a British biotechnology<br />
company. Affitech also<br />
expanded its collaboration with<br />
Peregrine and Viventia over the course<br />
of <strong>2005</strong>. Ferd Venture invested in<br />
Affitech in July 2000 in collaboration<br />
with Teknoinvest, Four Seasons PE,<br />
Glastad Capital and Aker RGI.<br />
www.affitech.com<br />
Energy Ventures I og II<br />
Energy Ventures was launched in 2002<br />
and Ferd Venture was one of the<br />
founders and largest investors. Energy<br />
Ventures has established its position as<br />
the leading Norwegian venture capital<br />
player in the energy sector, and manages<br />
two funds with some NOK 900<br />
million under management in total.<br />
In April <strong>2005</strong> Ferd Venture committed<br />
NOK 130 million to the second fund,<br />
of a total of NOK 600 million. This fund<br />
has so far made one investment. The<br />
first Energy Ventures fund has invested<br />
in eight attractive companies, and is<br />
now closed.<br />
The companies in the Energy Ventures<br />
portfolio are Seabed Geophysical AS,<br />
Sense Intellifield AS, Omniware AS,<br />
Caltec Ltd, MTEM Ltd, Sense Technology<br />
AS, NCA AS and ARKeX Ltd.<br />
www.energyventures.no<br />
Ferd Venture is also an investor in the<br />
funds Four Seasons Venture II & III,<br />
Teknoinvest VII and Startfondet.<br />
57
Mission Statement:<br />
Ferd Real Estate<br />
John Skogen<br />
Ferd Real Estate will develop<br />
attractive residential and commercial<br />
properties in the Oslo<br />
area. We will own, develop,<br />
acquire and sell properties that<br />
are characterised by long-term<br />
value creation, either alone or<br />
working with selected partners.<br />
Ferd's objective is to be the best<br />
city district developer in Oslo<br />
NOK million<br />
Key figures <strong>2005</strong> 2004 2003 2002<br />
Operating revenue 91.6 193.2 174.2 57.2<br />
Operating profit 55.6 104.5 58.7 31.2<br />
Fixed assets 205.8 263.6 243.2 264.1<br />
Current assets 285.8 184.8 222.2 156.2<br />
Total assets 491.6 448.4 465.4 420.3<br />
Equity 246.0 204.6 188.8 186.1<br />
Long-term liabilities 228.7 145.8 217.3 200.9<br />
Current liabilities 16.9 98.0 59.3 33.3<br />
Total equity<br />
and liabilities 491.6 448.4 465.4 420.3<br />
58<br />
■ Outline planning for the Tiedemanns site finally approved<br />
■ Architectural competition carried out for the Ensjø district<br />
■ New investment strategy, new structure for the real estate portfolio<br />
■ Partnership with Selvaag Pluss on an innovative concept for residential<br />
units with additional services<br />
Ferd Real Estate is an active real estate<br />
investor with two business areas: Real<br />
Estate Management is responsible for<br />
letting, management and maintenance<br />
of the real estate portfolio, while Real<br />
Estate Development is responsible for<br />
developing and implementing new<br />
projects in both commercial and residential<br />
real estate. In addition, Ferd<br />
Real Estate has a staff function that is<br />
actively involved in buying and selling<br />
real estate.<br />
MARKET CONDITIONS<br />
Commercial rental market: The market<br />
showed an overall improvement in<br />
<strong>2005</strong>. Vacant commercial space in Oslo<br />
fell to 8.5%, equivalent to 0.75 million<br />
square metres, having been 0.9 million<br />
in 2004 and over 1.0 million in 2003.<br />
However, the improvement was very<br />
uneven, and the market is becoming<br />
increasingly segmented. Premises in<br />
the centre of Oslo saw stronger demand,<br />
low vacancy rates and significant<br />
increases in rent levels. On the other<br />
hand, properties in the outskirts have<br />
seen little or no improvement. Ensjø,<br />
where a significant proportion of the<br />
Ferd Real Estate commercial property<br />
portfolio is located, is relatively close to<br />
the centre of Oslo and so it has attracted<br />
some increase in interest, but this has<br />
not been sufficient to materially<br />
improve market conditions and rental<br />
levels here are still under pressure.<br />
There is also a new trend for tenants<br />
to prefer modern buildings that offer<br />
more efficient use of space. This is an<br />
interesting trend, particularly since<br />
new commercial properties are once<br />
again being planned and built in<br />
attractive areas such as Skøyen, Lysaker,<br />
Tjuvholmen, Bjørvika, Vestbanen and<br />
Filipstad.<br />
Purchase and sale of commercial property:<br />
<strong>2005</strong> was characterised by high<br />
demand. This was due in part to the his-<br />
torically low level of interest rates, and<br />
in part to many new players entering<br />
the market as well as greater interest<br />
from investment syndicates. Changes in<br />
the lending terms offered by banks and<br />
in their credit approval criteria have also<br />
encouraged greater demand.<br />
Ferd Real Estate was actively involved in<br />
the market in <strong>2005</strong> and considered many<br />
possible investments. However, the<br />
properties sold for higher prices than<br />
could be justified by Ferd’s risk evaluation<br />
and investment yield requirements,<br />
and no purchases were made.<br />
Residential real estate: The market for<br />
new residential units was good in <strong>2005</strong><br />
and is expected to remain sound in 2006,<br />
although the market can scarcely support<br />
any major price increases. New statistics<br />
show that the underlying growth<br />
rate for the population in the greater<br />
Oslo area is higher than previously estimated,<br />
reflecting increased movement<br />
into the area, a higher birth rate and<br />
longer life expectancy. Forecasts suggest<br />
that demand will increasingly favour<br />
reasonably priced larger residential<br />
units, while the market for small, expensive<br />
apartments will weaken.<br />
FINANCIAL RESULTS<br />
Ferd Real Estate generated operating<br />
revenue of NOK 91.6 million in <strong>2005</strong> as<br />
compared to NOK 193.2 million in 2004.<br />
Operating profit for <strong>2005</strong> was NOK 55.6<br />
million as compared to NOK 104.5 million<br />
in 2004. In view of the pressured<br />
conditions in the commercial property<br />
market in <strong>2005</strong>, the results for the year<br />
are considered satisfactory.<br />
REAL ESTATE MANAGEMENT, OPERATION<br />
AND MAINTENANCE<br />
Properties managed by Ferd Real Estate<br />
were occupied by 37 tenants at the close<br />
of <strong>2005</strong>. New lease contracts were signed<br />
in <strong>2005</strong> with 5 new tenants for total<br />
space of 2 800 m 2 . Munkedamsveien 53b<br />
achieved an increase in rent of around
From left: Kristin Opperud, Espen Danielsen, John Skogen, Trond Ottervig, Anders Kristian<br />
Dahl and Jan Grønhaug.<br />
20%, but the other properties saw little<br />
change in rental levels.<br />
Vacant commercial property accounted<br />
for 3.2% of the total real estate portfolio<br />
at the close of <strong>2005</strong> as compared to 2.9%<br />
a year earlier.<br />
The operation and maintenance of the<br />
portfolio in <strong>2005</strong> proceeded in accordance<br />
with the planned program, and<br />
no major problems were experienced.<br />
The Petersborg building at Ensjø is<br />
being renovated following significant<br />
fire damage in 2004. The building forms<br />
part of the development plan for Ensjø<br />
and it is likely that it will be let to a<br />
public sector tenant for a purpose such<br />
as a day centre, nursery or the like.<br />
CORPORATE STRUCTURE<br />
Over the course of <strong>2005</strong>, Ferd Real<br />
Estate incorporated each property in<br />
its portfolio as a separate limited company.<br />
These companies are owned<br />
either by Ferd Eiendom AS, which is<br />
part of the Ferd group, or by Ferd<br />
Eiendom Holding AS, which is owned<br />
directly by Ferd's owner and is not<br />
included in the group's balance sheet.<br />
This reorganisation was carried out in<br />
order to create a clearer structure and<br />
better allocation of risk. Ferd Real<br />
Estate will continue to be responsible<br />
for all the operational tasks and duties<br />
involved.<br />
STRATEGY PROCESS<br />
The strategy process initiated in 2004<br />
was continued in <strong>2005</strong>, with a particular<br />
focus on investment strategy. This<br />
resulted in a number of improvements,<br />
including systematic investment criteria<br />
to be used both for evaluating projects<br />
and when presenting them to the<br />
Board. This ensures a unified approach<br />
that makes it easier to compare different<br />
projects.<br />
ORGANISATION<br />
Ferd Real Estate focuses on operating<br />
with a small but effective team with<br />
access to a well-developed network<br />
of external professional expertise.<br />
This team works closely with selected<br />
property developers, project managers,<br />
architects, real estate brokers and other<br />
advisers.<br />
Ferd Real Estate appointed an Investment<br />
Manager in <strong>2005</strong>, but other than<br />
this, there were no changes in the team<br />
of six full-time employees. However,<br />
the residential property developments<br />
now in progress require a great deal of<br />
attention, and the business area regularly<br />
reviews whether to recruit new<br />
staff rather than buying in services.<br />
COMMERCIAL REAL ESTATE PORTFOLIO<br />
As at 31 December <strong>2005</strong>, Ferd Real<br />
Estate managed 5 properties representing<br />
total space of ca. 58 231 m 2 owned by<br />
Ferd Eiendom AS and managed a further<br />
14 896 m 2 for companies owned by<br />
Ferd Eiendom Holding AS. The weighted<br />
remaining term of the lease contracts on<br />
these portfolios is 3.1 and 3.5 years<br />
respectively. The total market value at<br />
the close of <strong>2005</strong> was NOK 830 million.<br />
Ferd Real Estate sold the property<br />
Hageveien 4 AS in Lillehammer in<br />
<strong>2005</strong>. The purchaser took over a<br />
long-term lease to Swix Sport. Other<br />
REAL ESTATE PORTFOLIO<br />
Ferd Eiendom AS Type of<br />
Area m 2 property<br />
Joh. H. Andresensv. 5 44 900 off/prod/wh<br />
Gladengveien 14 5 177 off/wh<br />
Munkedamsveien 53 B 3 760 off<br />
Ensjøveien 23 B 3 014 off/prod/wh<br />
Grevegården 1 380 off<br />
Total 58 231<br />
Weighted remaining lease<br />
period Ferd Eiendom AS 3.1 years<br />
Ferd Eiendom Holding AS Type of<br />
Area m 2 property<br />
Joh. H. Andresensvei 1 7 666 off/wh<br />
Ensjøveien 12 B 4 019 off/prod/wh<br />
Gladengveien 12 3 211 retail/off<br />
Total 14 896<br />
Weighted remaining<br />
lease period Ferd<br />
Eiendom Holding AS 3.5 years<br />
Total for both companies 73 127<br />
Weighted remaining lease<br />
period for both companies 3.2 years<br />
Commercial property <strong>2005</strong><br />
NOK/m 2<br />
800<br />
760<br />
720<br />
680<br />
640<br />
Jan Mar May Jul Sep Nov<br />
Market rents<br />
Ferd’s vacancy %<br />
Market vacancy %<br />
59<br />
12%<br />
10%<br />
8%<br />
6%<br />
4%<br />
2%<br />
0%
Munkedamsveien 53b.<br />
disposals included the sale of a 50%<br />
shareholding in Vassholmen Utvikling<br />
AS and the sale of the fully let retail<br />
units at the Bergensgaten 26 development<br />
in Oslo, which marked the end of<br />
this successful project.<br />
RESIDENTIAL REAL ESTATE DEVELOPMENT<br />
PORTFOLIO<br />
Hovinveien 29-35, Tiedemanns site:<br />
After a demanding process, Oslo City<br />
Council approved planning permission<br />
and the development agreement for<br />
this project in June <strong>2005</strong>. Advance sales<br />
of units in the first stage of the development<br />
will start on 12 February 2006<br />
following extensive marketing.<br />
The first stage comprises 84 apartments<br />
and 8 “town houses” on two stories.<br />
This development will provide 200<br />
residential units in total.<br />
The development is located on a previously<br />
un-developed area on the edge of<br />
what is known as Motor City in the<br />
Ensjø district of Oslo, and this area is<br />
due to be developed over coming years<br />
as an attractive residential area within<br />
The winning entry for the planning of Ferd’s sites at Ensjø.<br />
60<br />
easy reach of the centre of Oslo. The<br />
Tiedemanns site is the first major project<br />
of this process.<br />
Other sites at Ensjø: The Lund & Slaatto<br />
architectural practice won a competition<br />
arranged by Ferd Real Estate for the<br />
planning of the company's other sites<br />
at Ensjø. The competition was arranged<br />
in collaboration with Aspelin Ramm<br />
Bolig AS, which owns adjacent sites.<br />
The winning entry shows a range of different<br />
types of housing arranged around<br />
an urban main street, with surrounding<br />
areas characterised by detached developments<br />
set in open spaces. The plan<br />
provides for development in stages. The<br />
site of the tobacco factory is included in<br />
the planned area, but it is envisaged that<br />
production activities can continue in<br />
parallel with the development for as<br />
long as this is necessary.<br />
The winning plan is fully compatible<br />
with the municipal authorities outline<br />
planning program for Ensjø, which<br />
envisages a modern urban centre with<br />
between 3 000 and 7 000 residential<br />
units to be developed over a period of<br />
15 to 20 years.<br />
Ferd Real Estate is actively involved in<br />
the Ensjø Group that represents the<br />
parties involved in the area, and the<br />
Managing Director of Ferd Real Estate<br />
is the group's chairman.<br />
Trondheimsveien 269, Bjerke Panorama:<br />
A residential development project is<br />
planned for the site, which is controlled<br />
through an option agreement held by<br />
Bjerke Panorama AS, a company in<br />
which Ferd Eiendom AS and Realbygg<br />
AS are shareholders with 70% and 30%<br />
respectively. Proposals for outline planning<br />
permission have been submitted<br />
to the Oslo municipal authorities, and<br />
the purchase will be finalised once the<br />
proposal has been approved.<br />
Selvaag Pluss: Ferd Eiendom AS became<br />
an active partner in Selvaag Pluss<br />
Eiendom KS in <strong>2005</strong>. This partnership<br />
builds and operates residential developments<br />
that offer a range of services and<br />
social meeting places in addition to<br />
normal communal building services.<br />
This concept is new for Norway, and its<br />
target group is people with a sound<br />
financial condition. The concept uses<br />
industrial methods to allow realistic<br />
pricing of the residential units. Selvaag<br />
Pluss initially plans to develop seven<br />
projects in Norway and one in Spain,<br />
and it has already completed its first<br />
project in Kristiansand.<br />
The other partners in Selvaag Pluss are<br />
the Selvaag group, which has invested<br />
NOK 150 million, as well as Snefonn AS<br />
and Skips AS Tudor, companies related<br />
to the shipowning companies Bergesen<br />
and Wilhelmsen, which in common<br />
with Ferd Eiendomsinvest AS have<br />
invested NOK 100 million each.<br />
FUTURE PROSPECTS<br />
Commercial property rental market:<br />
Ferd Real Estate experienced a modest<br />
increase in vacant space in its commer-
cial property portfolio in <strong>2005</strong>, and the<br />
maturity structure of the portfolio's lease<br />
contracts does not indicate any increase<br />
in vacancy in the next few years.<br />
Purchase and sale of commercial property:<br />
Since intenst rates are expected to<br />
raise only moderately, commercial<br />
property is expected to again be attractive<br />
in 2006 for investors with a relatively<br />
long-term view. This makes it<br />
quite a challenge for Ferd Real Estate to<br />
find investment properties that meet<br />
its financial criteria. Even so, the business<br />
area intends to work even more<br />
intensively on building its portfolio of<br />
commercial property for rental, and<br />
this commitment is supported by the<br />
appointment of the new investment<br />
manager in <strong>2005</strong>.<br />
Residential property: Ferd Real Estate<br />
expects another good year for the residential<br />
property market in 2006.<br />
Residential property prices are not<br />
expected to grow as strongly as in <strong>2005</strong>,<br />
and it will be increasingly important to<br />
offer realistically priced larger units in<br />
good locations.<br />
The residential projects currently being<br />
developed by Ferd match these<br />
requirements. The Ensjø district is<br />
close to the centre of Oslo but offers a<br />
sunny location with good views, as well<br />
as having an infrastructure and open<br />
spaces that give it an important competitive<br />
advantage over other projects<br />
in the same price class. Given the<br />
Hovinveien 29-35, the Tiedemanns site.<br />
underlying level of demand for residential<br />
property, Ferd's residential developments<br />
will be attractive to buyers,<br />
even if interest rates increase to the<br />
extent currently expected.<br />
Olav H. Selvaag in Selvaag Pluss (left) and John Skogen and Espen Danielsen of Ferd Real<br />
Estate with a model of a Pluss-project in Oslo.<br />
61
Executive Management<br />
JOHAN H. ANDRESEN, JR.<br />
OWNER AND CHIEF EXECUTIVE OFFICER<br />
BA, Dartmouth College, USA (1988)<br />
MBA, Rotterdam School of Management,<br />
the Netherlands (1993)<br />
PREVIOUS WORK EXPERIENCE:<br />
International Paper Co., USA<br />
APPOINTMENTS: Member of the board:<br />
Ungt Entreprenørskap, Oslo, Junior<br />
Achievement Young Enterprise, Europe,<br />
Civita – Senter for næringsliv and samfunn<br />
AS. Member of the Board of<br />
Representatives: Storebrand ASA.<br />
Member of Corporate Assembly: Orkla<br />
ASA. Advisory Board: CNBI’s board for<br />
family-owned Enterprises and Active<br />
Ownership, RSM Erasmus University<br />
Advisory Board, and the Conference<br />
Board, global counselor<br />
JOHN HARALD HENRIKSEN<br />
EXECUTIVE VICE PRESIDENT<br />
– FERD INVEST<br />
M.Sc, California State University,<br />
Sacramento (1992), Certified Financial<br />
Analyst, AFA (1999)<br />
PREVIOUS WORK EXPERIENCE: Astrup<br />
Fearnley (assistant portfolio manager),<br />
Tiedemanns (portfolio manager)<br />
APPOINTMENTS: Election Committee:<br />
Otrum ASA, Scanrope ASA, Norman<br />
ASA, Nordic Semiconductor ASA and<br />
VMetro ASA<br />
62<br />
JOHN GIVERHOLT<br />
CHIEF FINANCIAL OFFICER<br />
B.Sc., Manchester University, England<br />
(1976), Advanced audit diploma,<br />
Norwegian School of Economics and<br />
Business Administration, NHH (1979)<br />
PREVIOUS WORK EXPERIENCE: Orkla ASA<br />
(Vice President), Den norske Bank<br />
(Executive Vice President), Norsk Hydro<br />
(Deputy Chief Financial officer)<br />
APPOINTMENTS: Member of the board:<br />
Telenor ASA and Kongsberg Gruppen ASA<br />
ERIK FAUSA OLSEN<br />
MANAGING PARTNER – FERD VENTURE<br />
M.Sc, Norwegian School of Management<br />
(1992), Certified Financial Analyst, AFA<br />
(1996)<br />
PREVIOUS WORK EXPERIENCE:<br />
Deloitte & Touche (corporate finance, due<br />
dilligence, financial auditing), Tiedemanns<br />
(corporate finance, strategy, investment<br />
activities)<br />
APPOINTMENTS: Chairman of the<br />
Investment Committee: Energy Ventures AS.<br />
Chairman of the Board: Forbrukerforsikring,<br />
Energy Ventures II AS. Member<br />
of the Board: Teknoinvest VII, Bone<br />
Support AB and Nacre AS<br />
BJØRN FLATGÅRD<br />
PRESIDENT AND CEO – ELOPAK AS<br />
M.Sc Chemical Engineering, Norwegian<br />
University of Science and Technology,<br />
NTH (1973), BA, Norwegian School of<br />
Management, BI (1981)<br />
PREVIOUS WORK EXPERIENCE: Norgas AS<br />
(marketing/development manager),<br />
Norweld AS (Vice President), AMA AS<br />
(Managing Director), Nycomed/Hafslund<br />
Nycomed AS (Vice President), Nycomed<br />
Pharma (President)<br />
APPOINTMENTS: Member of the board:<br />
Aker Kværner ASA, Aker ASA and<br />
SalMar A/S<br />
JOHN SKOGEN<br />
EXECUTIVE VICE PRESIDENT<br />
– FERD REAL ESTATE<br />
Construction engineer, GIH (1981)<br />
BA, Norwegian School of Management<br />
(1985) M.Sc civil engineer Norwegian<br />
University of Science and Technology<br />
(1988)<br />
PREVIOUS WORK EXPERIENCE:<br />
Multiconsult AS (consulting engineer), AS<br />
Høyres Hus (General Manager), KLP<br />
Eiendom AS (Technical Manager), Posten<br />
Eiendom (Vice President)<br />
APPOINTMENTS: Chairman of the Board:<br />
Malerhaugveien Utvikling AS, Vassholmen<br />
Utvikling AS, Foreningen Ensjøbyen.<br />
Member of the Board: Hasle Torg AS,<br />
Selmer Eiendom AS and Selvaag Pluss<br />
Eiendom KS
Addresses<br />
FERD AS<br />
Strandveien 50<br />
P.O.Box 34, NO-1324 Lysaker<br />
Telephone: +47 67 10 80 00<br />
Telefax: +47 67 10 80 02<br />
E-mail: post@ferd.no<br />
www.ferd.no<br />
ELOPAK AS<br />
Elopak Group<br />
Headquarters<br />
P.O.Box 24, NO-3431 Spikkestad<br />
Besøksadresse:<br />
Grevegården 24, NO-1369 Stabekk<br />
Telephone: +47 31 27 10 00<br />
Telefax: +47 31 27 15 00<br />
E-mail: elopak.hq@elopak.no<br />
www.elopak.com<br />
ELOPAK CORPORATE OFFICES<br />
& MARKET UNIT NORWAY<br />
P.O.Box 24<br />
Industriveien 30, NO-3430 Spikkestad<br />
Telephone: +47 31 27 10 00<br />
Telefax: +47 31 27 10 10<br />
E-mail: elopak.co@elopak.no<br />
SWIX SPORT AS<br />
Serviceboks<br />
NO-2626 Lillehammer<br />
Telephone: +47 61 22 21 00<br />
Telefax: +47 61 25 23 28<br />
E-mail: firmapost@swixsport.no<br />
www.swixsport.no<br />
MAKING PORT: Approach lighthouses are the third<br />
category alongside coast lighthouses and navigation<br />
lights, and mark the approach to ports. Vardø lighthouse<br />
combines this function with those of a navigation<br />
light. The lighthouse building is quite unusual,<br />
with a 20 m high four-cornered tower clad in asbestos<br />
sheeting. The current building dates from 1959 and<br />
replaces the original 1896 tower.<br />
FERD PRIVATE EQUITY<br />
Strandveien 50<br />
P.O.Box 34, NO-1324 Lysaker<br />
Telephone: +47 67 10 80 00<br />
Telefax: +47 67 10 80 01<br />
E-mail: post@ferd.no<br />
www.ferdpe.no<br />
FERD INVEST<br />
Strandveien 50<br />
P.O.Box 34, NO-1324 Lysaker<br />
Telephone: +47 67 10 80 00<br />
Telefax: +47 67 10 80 01<br />
E-mail: post@ferd.no<br />
www.ferd.no<br />
FERD VENTURE<br />
Strandveien 50<br />
P.O.Box 34, NO-1324 Lysaker<br />
Telephone: +47 67 10 80 00<br />
Telefax: +47 67 10 80 01<br />
E-mail: venture@ferd.no<br />
www.ferdventure.no<br />
FERD REAL ESTATE<br />
Strandveien 50<br />
P.O.Box 34, NO-1324 Lysaker<br />
Telephone: +47 67 10 80 00<br />
Telefax: +47 67 10 80 02<br />
E-mail: eiendom@ferd.no<br />
www.ferd.no<br />
63
OLDEST. The first Norwegian lighthouse<br />
dates back to 1655 at Lindesnes, which<br />
is the most southerly point of mainland<br />
Norway. Kong Fredrik III granted Pouell<br />
Hansønn of Christiansand the right to<br />
establish a lighthouse financed by charges<br />
on shipping using the ports between<br />
Bergen and Båhuslen. This did not prove<br />
to be a commercial success, and the lighthouse<br />
was closed after just a few years.<br />
Lighthouse operation started again in<br />
1725, but this time with two open beacons<br />
burning – one at the headland itself<br />
and one a little further west at Markøy.<br />
This was meant to avoid confusion<br />
between Lindesnes and the light at<br />
Skagens Odde! A coal-fired enclosed beacon<br />
came into service in 1822 and was<br />
used until 1854, when a new light with<br />
a lens system was installed. The lighthouse<br />
tower in use today is a 60 m high<br />
cast iron tower that dates back to 1915,<br />
and it still uses the lens system from<br />
1854. The remains of the coal-fired beacon<br />
are still visible and can be seen on<br />
the left of the picture.<br />
64
Ytterøyane<br />
Slåtterøy<br />
Lista<br />
Verdens Ende<br />
Homborsund<br />
Lindesnes<br />
Færder<br />
Langøytangen<br />
Skomvær<br />
Nyholmen<br />
Slettnes<br />
Makkaur<br />
Vardø<br />
A LONG NIGHT'S VOYAGE TO PORT.<br />
Even in today's world of satellite navigation,<br />
lighthouses still play a vital role – ensuring<br />
that both essential shipping traffic and<br />
adventurous leisure sailors can find their<br />
way safely home. The map shows the<br />
location of the lighthouses described on the<br />
previous pages. Readers who would like to<br />
know more about these and the rest of the<br />
hundred or so lighthouses in Norway should<br />
consult the Norwegian Lighthouse<br />
Association website at www.fyr.no
Nyholmen lighthouse was shut down in 1907, but the building still stands.<br />
FERD | Strandveien 50, P.O. Box 34, NO-1324 Lysaker | Telephone +47 67 10 80 00 | Telefax + 47 67 10 80 02 | E-mail: post@ferd.no | www.ferd.com<br />
Design: Signatur AS • Text: Ferd and Hans Gudmund Tvedt • Photo: Samfoto, Lindesnes fyr.no, Vest-Agder Fylkeskommune and Fotograf Schjelderup • Print: Gan Grafisk