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ANNUAL REPORT <strong>2008</strong><br />

Royal Ten Cate<br />

Sustainability. The most natural thing in the world.


MATERIALS THAT MAKE A DIFFERENCE<br />

We want to be known for the difference we make<br />

Our materials are at the cutting edge of<br />

textile technology, chemical technology<br />

and material technology.<br />

Our clear vision, mission and strategy give direction to<br />

the company. The strategy is focused on value chain<br />

management. The <strong>TenCate</strong> business model underpins<br />

the day-to-day structuring, implementation and operationalisation<br />

of the business. Our challenge lies in striking the<br />

ultimate balance between the four cornerstones.<br />

<strong>TenCate</strong> supplied composite material as part of its<br />

sponsorship of the solar-powered Twente One (21) car<br />

produced by the University of Twente.<br />

Every two years, a team of students takes part in the World<br />

Solar Challenge in Australia. This solar race will be held for<br />

the 10th time in October 2009. The Twente solar car will<br />

once again have the starting number 21, Twente One.<br />

Our systems and materials generate<br />

added-value solutions.<br />

© copyright Royal Ten Cate<br />

Our customers make a difference with our<br />

materials and systems. This generates<br />

growth and continuity.<br />

Commercial overview and profile


COMMERCIAL OVERVIEW<br />

as at 1 January 2009<br />

The <strong>TenCate</strong> sectors are subdivided into market groups. Each market group is a cluster of operating companies which co-operate intensively<br />

in research & development, production, marketing and sales.<br />

An overview of the legal entities which make up the company can be found on the inside back cover.<br />

ADVANCED TEXTILES & COMPOSITES SECTOR<br />

PROTECTIVE FABRICS<br />

Protective and safety fabrics for industry,<br />

services, firefighting and defence.<br />

◾ <strong>TenCate</strong> Protective Fabrics Americas<br />

◾ <strong>TenCate</strong> Protective Fabrics EMEA<br />

◾ <strong>TenCate</strong> Protective Fabrics Asia<br />

GEOSYNTHETICS & GRASS SECTOR<br />

GEOSYNTHETICS<br />

Synthetic fabrics, non-wovens and grids<br />

for infrastructure and civil engineering.<br />

◾ <strong>TenCate</strong> Geosynthetics Americas<br />

◾ <strong>TenCate</strong> Geosynthetics EMEA<br />

◾ <strong>TenCate</strong> Geosynthetics Asia<br />

◾ Geofabrics Australasia Pty Ltd,<br />

Australia (joint venture)<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

OUTDOOR FABRICS<br />

Protective fabrics for outdoor applications.<br />

◾ <strong>TenCate</strong> Outdoor Fabrics Europe<br />

INDUSTRIAL FABRICS<br />

Synthetic fabrics, non-wovens and grids for<br />

agriculture and horticulture, the environmental<br />

sector, the construction industry, water<br />

management and recreation.<br />

◾ <strong>TenCate</strong> Industrial Fabrics North America<br />

◾ <strong>TenCate</strong> Industrial Fabrics EMEA<br />

◾ <strong>TenCate</strong> Industrial Fabrics Asia<br />

SPACE & AEROSPACE COMPOSITES<br />

Advanced composites for aerospace and<br />

industrial applications.<br />

◾ <strong>TenCate</strong> Advanced Composites Americas<br />

◾ <strong>TenCate</strong> Advanced Composites Europe<br />

GRASS<br />

Synthetic turf components and systems for<br />

top-flight sports, recreation and landscape<br />

projects.<br />

◾ <strong>TenCate</strong> Grass Americas<br />

◾ <strong>TenCate</strong> Grass EMEA<br />

◾ <strong>TenCate</strong> Grass Asia<br />

◾ Edel Grass, The Netherlands (joint venture)<br />

◾ GreenFields, The Netherlands (participation)<br />

<strong>TenCate</strong> has production sites and sales offices in the following countries (◾): TECHNOLOGIES SECTOR *<br />

INKJET TECHNOLOGY<br />

◾ Xennia Technology Ltd, United Kingdom<br />

Specialist inkjet technology for industrial<br />

applications.<br />

* Consolidated with the figures of the Advanced<br />

Textiles & Composites Sector


ARMOUR COMPOSITES<br />

Advanced composite and ceramic materials for<br />

the protection of police, army, air force, navy and<br />

civilian service personnel, vehicles and vessels.<br />

◾ <strong>TenCate</strong> Advanced Armour Americas<br />

◾ <strong>TenCate</strong> Advanced Armour EMEA<br />

TECHNICAL COMPONENTS/<br />

HOLDING & SERVICES SECTOR<br />

TECHNICAL COMPONENTS<br />

Technical rollers and components, particularly<br />

for printers, copiers, fax machines, postal sorting<br />

machines and ATMs.<br />

◾ <strong>TenCate</strong> Enbi North America<br />

◾ <strong>TenCate</strong> Enbi Europe<br />

◾ <strong>TenCate</strong> Enbi Asia<br />

HOLDING & SERVICES<br />

◾ Koninklijke Ten Cate nv, Netherlands<br />

PROFILE<br />

Royal Ten Cate (<strong>TenCate</strong>) is a multinational<br />

company which combines textile technology<br />

with chemical processes in the development<br />

and production of functional materials. Various<br />

market applications have been created around<br />

this technological basis.<br />

<strong>TenCate</strong> occupies leading positions worldwide<br />

in its core markets. Within its strategic core<br />

activities, <strong>TenCate</strong> presents itself as a developer<br />

and producer of materials with distinctive<br />

characteristics. The company structures product<br />

and process development and stimulates<br />

technological innovation in order to maintain<br />

leading market positions. <strong>TenCate</strong> develops<br />

customer-specific solutions jointly with partners<br />

and end-users. The system approach plays a key<br />

role.<br />

Geographic breakdown of sales in <strong>2008</strong><br />

in per cent<br />

◾ By destination<br />

◾ By origin<br />

50<br />

45<br />

40<br />

35<br />

30<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

NETHERLANDS<br />

BELGIUM<br />

GERMANY<br />

AUSTRIA<br />

FRANCE<br />

UK<br />

ITALY<br />

OTHER EUROPE<br />

OTHER EU<br />

SPAIN<br />

MIDDLE EAST<br />

<strong>TenCate</strong> materials are mainly used for:<br />

◾ safety and protection;<br />

◾ space and aerospace;<br />

◾ infrastructure and the environment;<br />

◾ sport and recreation.<br />

<strong>TenCate</strong> employs around 4,500 people worldwide<br />

and strives to operate in an ethically and socially<br />

responsible way. On this basis it encourages<br />

its employees to be enterprising, flexible and<br />

creative, thereby demonstrating its aim of<br />

achieving progress and sustainability for all<br />

stakeholders.<br />

REST OF THE WORLD<br />

ASIA<br />

CENTRAL AND<br />

SOUTH AMERICA<br />

USA + CANADA


Annual Report <strong>2008</strong><br />

Royal Ten Cate<br />

Commercial overview Inside cover<br />

Profile Inside cover<br />

Financial highlights 3<br />

Key developments in <strong>2008</strong> 4<br />

Evaluation of action plans 6<br />

Actions for 2009 8<br />

Vision, mission, strategy and objectives 9<br />

Foreword by the Chairman of the Executive Board 11<br />

The <strong>TenCate</strong> share 13<br />

Sustainability 16<br />

Report of the Supervisory Board 18<br />

Corporate governance 22<br />

The Boards 24<br />

Report of the Executive Board 28<br />

General 28<br />

Financial performance 29<br />

Risk management 33<br />

SWOT analysis 34<br />

Information technology 41<br />

Human resources management 42<br />

Socially responsible enterprise 44<br />

Post balance sheet events 47<br />

Outlook 47<br />

Statement from the Executive Board 48<br />

Sector reports 50<br />

Advanced Textiles & Composites 52<br />

Geosynthetics & Grass 60<br />

Technologies 65<br />

Technical Components / Holding & Services 68<br />

Financial statements <strong>2008</strong> 73<br />

Other information 136<br />

Ten-year summary 140<br />

Operating companies, associated companies and other interests Inside cover<br />

Colophon Outside cover


EBITA AND NET INCOME<br />

in millions of euros<br />

◾ Operating result before amortisation<br />

(EBITA)<br />

◾ Net income *<br />

108<br />

2<br />

96<br />

84<br />

72<br />

60<br />

48<br />

36<br />

24<br />

12<br />

0<br />

2004 2005 2006 2007 <strong>2008</strong><br />

PER SHARE DATA<br />

in euros<br />

◾ Net income *<br />

◾ Dividend<br />

2.7<br />

2.4<br />

2.1<br />

1.8<br />

1.5<br />

1.2<br />

0.9<br />

0.6<br />

0.3<br />

0.0<br />

2004 2005 2006 2007 <strong>2008</strong><br />

* Net income before amortisation and excluding<br />

income from the divestment of operations and<br />

exceptional items.<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

REVENUES PER SECTOR<br />

in millions of euros<br />

◾ Protective Fabrics & Advanced Composites<br />

◾ Geosynthetics & Grass<br />

◾ Technical Components/Holding & Services<br />

540<br />

480<br />

420<br />

360<br />

300<br />

240<br />

180<br />

120<br />

60<br />

0<br />

72<br />

63<br />

54<br />

45<br />

36<br />

27<br />

18<br />

9<br />

0<br />

– 9<br />

2004 2005 2006 2007 <strong>2008</strong><br />

EBITA PER SECTOR<br />

in millions of euros<br />

◾ Protective Fabrics & Advanced Composites<br />

◾ Geosynthetics & Grass<br />

◾ Technical Components/Holding & Services<br />

2004 2005 2006 2007 <strong>2008</strong>


Financial highlights<br />

in millions of euros, unless stated otherwise<br />

PROFIT AND LOSS ACCOUNT <strong>2008</strong> 2007<br />

Revenues 1,032.6 886.0<br />

Operating income before depreciation and amortisation (EBITDA) 126.1 102.1<br />

Operating result before amortisation (EBITA) 95.4 73.0<br />

Operating income before amortisation as % of revenues (EBITA margin) 9.2% 8.2%<br />

Operating result (EBIT) 83.8 69.4<br />

Net income<br />

Net income before amortisation and excluding result of divestment of<br />

51.1 46.4<br />

operations and exceptional items (cash earnings) 62.7 46.6<br />

CONSOLIDATED BALANCE SHEET AND RETURN<br />

Net capital employed (year-end) 746.6 585.0<br />

Return on net average capital employed 13.4% 13.1%<br />

Net interest bearing debt (year-end) 331.1 230.4<br />

CONSOLIDATED CASH FLOW<br />

Cash flow from operating activities 48.7 27.8<br />

Investments less divestments of fixed assets – 35.2 – 51.8<br />

Free cash flow 13.5 – 24.0<br />

Balance of acquisition / disposal of operating companies and participating interests – 88.1 – 175.1<br />

OUTSTANDING SHARES (X 1,000)<br />

Number of outstanding shares at year-end 23,967 23,556<br />

Weighted average number of outstanding shares (before dilution) 23,426 22,797<br />

Weighted average number of outstanding shares (after dilution) 23,495 22,967<br />

PER-SHARE DATA<br />

Net income<br />

Net income before amortisation and excluding result from divested operations<br />

2.18 2.04<br />

and exceptional items (cash earnings) 2.68 2.04<br />

Diluted net income 2.17 2.02<br />

Diluted cash earnings 2.67 2.03<br />

Dividend per share 0.85 0.80<br />

Equity 15.31 13.16<br />

EMPLOYEES<br />

Number of staff years at year-end 4,437 4,020<br />

– of which in the Netherlands 931 975<br />

Royal Ten Cate Annual Report <strong>2008</strong> 3


Key developments in <strong>2008</strong><br />

◾ <strong>TenCate</strong> exceeded the €1 billion revenue<br />

level in <strong>2008</strong>, a milestone which was<br />

forecast earlier in the year. During the<br />

reporting year, <strong>TenCate</strong> was relatively<br />

unaffected by the imminent economic crisis.<br />

Revenue growth amounted to 17%,<br />

including 5% on an organic basis.<br />

◾ EBITA increased by 31% to €95.4 million.<br />

Acquisitions contributed 36% to the<br />

growth. An important positive contribution<br />

was made by the fast-growing revenues<br />

in the defence market. The<br />

Geosynthetics & Grass sector also<br />

showed a good performance, under difficult<br />

external conditions.<br />

◾ The EBITA margin increased by one percentage<br />

point to 9.2%. The growth in<br />

margins took place in both the Advanced<br />

Textiles & Composites sector and the<br />

Geosynthetics & Grass sector.<br />

◾ The cash earnings (net income before<br />

amortisation and excluding the result on<br />

the divestment of operations and exceptional<br />

items) increased from €46.6 million<br />

to €62.7 million (+35%).<br />

4<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

◾ Very major developments again took place<br />

in the field of fire-resistant materials for<br />

the US army (including <strong>TenCate</strong><br />

Defender M). <strong>TenCate</strong> Defender M is<br />

the standard for the protective fabric<br />

used in US Army uniforms for combat<br />

units. <strong>TenCate</strong> has developed a product<br />

portfolio in the field of fire-resistant products<br />

with a wide range of potential applications<br />

for the army, air force and navy.<br />

◾ With the acquisition of Xennia Technology<br />

Ltd., <strong>TenCate</strong> took an important step in<br />

the field of inkjet applications for industrial<br />

markets. Its focus is on achieving a<br />

breakthrough in finishing technology for<br />

the improvement of production processes<br />

(painting, coating, finishing) and the creation<br />

of new functionalities for textile substrates,<br />

as well as a spin-off to other<br />

industrial applications. The first products<br />

based on this technology are being introduced<br />

into the market for protective fabrics.<br />

◾ Together with Union Textile Public<br />

Company (Thailand), <strong>TenCate</strong> established<br />

a company for safety fabrics for the Asian<br />

market. This is an important step in the<br />

market development of the Asian region.<br />

◾ In mid-<strong>2008</strong> it was decided to implement<br />

an accelerated adaptation in the production<br />

of protective and outdoor fabrics<br />

(Protective Fabrics and Outdoor Fabrics)<br />

at Nijverdal (Netherlands), in order to provide<br />

greater focus. This adaptation is<br />

aimed at concentrating two plants at one<br />

site.<br />

◾ The aircraft industry was sluggish in the<br />

fourth quarter. The reduction of inventory<br />

positions in the supply chain resulted in<br />

lower quarterly revenues in this market<br />

segment towards the end of the financial<br />

year, particularly in Europe. The trend in<br />

the market nevertheless remains positive<br />

for aviation composites. There is an<br />

underlying increase in the use of lightweight<br />

materials in order to replace aluminium.


◾ In the market for aerospace composites<br />

and armour composites, the companies<br />

YLA / CCS Composites and Composix<br />

were acquired in the United States. As<br />

result, the position in the US market was<br />

considerably strengthened. Composix in<br />

particular made a strong contribution<br />

through its involvement in large-scale US<br />

vehicle programmes (Stryker Light Armour<br />

Vehicles and MRAP vehicles).<br />

◾ The Grass market group took a further<br />

step in its strategy of end user marketing<br />

in May <strong>2008</strong>. Together with Oranjewoud,<br />

the company Edel Grass was acquired.<br />

The acquisition is mainly of importance<br />

for co-operation within the chain, in order<br />

to guarantee the quality of technical<br />

aspects of synthetic turf systems.<br />

◾ The earlier acquisition of Phoenixx TPC<br />

enabled <strong>TenCate</strong> to bring the UD (unidirectional)<br />

technology in house. This technology<br />

is complementary to the existing<br />

production processes for space and aviation<br />

composites (<strong>TenCate</strong> Cetex®). During<br />

the reporting year, qualification processes<br />

were set initiated for future applications<br />

in the aviation sector, and production<br />

capacity was expanded. In addition,<br />

a co-operation agreement was signed<br />

with Airborne Composite Tubulars for<br />

applications in tubular systems for oil and<br />

gas extraction.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 5


Evaluation of action plans<br />

Evaluation of action plans for <strong>2008</strong> which<br />

were announced in the 2007 annual report.<br />

◾ Consolidation and integration of strategic<br />

acquisitions<br />

The companies acquired in 2007 and <strong>2008</strong><br />

have been fully integrated within the<br />

worldwide <strong>TenCate</strong> organisation. <strong>TenCate</strong><br />

strives to achieve market leadership and<br />

chain management within a worldwide<br />

value chain (value chain management).<br />

The full or partial acquisitions of participating<br />

interests in synthetic turf companies<br />

form part of the business model<br />

(end-user marketing section), which is<br />

derived from the <strong>TenCate</strong> strategy. The<br />

aim is increasingly to achieve a system<br />

approach based on optimum performance<br />

during the economic life of synthetic turf<br />

sport pitches. These marketing organisations<br />

retain their own identity and brand<br />

structure.<br />

Xennia, as a technology investment, is<br />

not an integrated <strong>TenCate</strong> company,<br />

as the technology is also used outside the<br />

strategic market area. Xennia does nevertheless<br />

use specific expertise which is<br />

available within <strong>TenCate</strong>. Intensive<br />

technological harmonisation takes place<br />

in various sub-areas.<br />

6<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

◾ Further implementation of the policy in<br />

the Grass group of raising quality of synthetic<br />

turf systems and increasing delivery<br />

reliability through process control and<br />

redefinition of the product portfolio<br />

Within the Grass group, further progress<br />

was made in implementing the strategy<br />

of end-user marketing and entering into<br />

joint ventures with commercial customers.<br />

Good progress was also made with<br />

product and system development.<br />

Strategic partners develop and implement<br />

synthetic turf systems jointly with<br />

<strong>TenCate</strong>. The mutual relationship between<br />

the various functional components results<br />

in a sustainable, high-quality end-product.<br />

A good example of this approach is the<br />

new football pitch (FIFA Two Star<br />

Recommended) at Heracles Almelo, which<br />

is performing well in the top-flight competition<br />

in the Netherlands. In the course<br />

of <strong>2008</strong>, the product portfolio and logistics<br />

were streamlined. That led to less<br />

idle time for machines and greater efficiency<br />

with larger production runs.<br />

◾ Further development of digital textile<br />

finishing<br />

A 75% interest in Xennia was acquired at<br />

the beginning of <strong>2008</strong>. This can be viewed<br />

as a technology investment. The joint<br />

developments by <strong>TenCate</strong> and Xennia can<br />

bring about a major change in <strong>TenCate</strong>’s<br />

production methods. The first successes<br />

were achieved in <strong>2008</strong> with the wearresistant<br />

coating or printing of ceramic<br />

tiles. The coating of textile substrates is<br />

a derivative of this. In the course of 2009,<br />

this will be started on a laboratory scale<br />

and trials will be carried out in the market.<br />

This technology creates considerable<br />

cost benefits for <strong>TenCate</strong> and will lead to<br />

a substantial saving of environmental<br />

costs and energy consumption.<br />

◾ Controlling growth of working capital<br />

The importance of a strict liquidity policy<br />

was already appreciated in 2007. In view<br />

of the developments in the second half of<br />

<strong>2008</strong> and in particular in the fourth quarter,<br />

this is now even more significant than<br />

in the previous year. A number of business<br />

units fell short of the internal targets<br />

were not met, partly because customers<br />

were reluctant to take up<br />

inventories before the year-end.


◾ Combination of purchase flows<br />

Global sourcing was carried out successfully<br />

in a number of areas. As a global<br />

player in niche markets, in which it usually<br />

operates as a market leader, <strong>TenCate</strong><br />

seeks to avoid regional price differences.<br />

The company therefore aims where<br />

possible to operate a global account for<br />

suppliers, partly based on sale volumes<br />

and a usually broad sale of products.<br />

<strong>TenCate</strong> increasingly sees purchasing as<br />

a tactical and strategic operation which<br />

is co-ordinated worldwide.<br />

◾ Organisational development and management<br />

competences<br />

Specific competences of the existing and<br />

potential management are developed,<br />

partly through the <strong>TenCate</strong> Active programme.<br />

At the end of <strong>2008</strong>, preparations<br />

were begun for the company-wide <strong>TenCate</strong><br />

Talent programme, which will focus worldwide<br />

on the development of young talent<br />

within <strong>TenCate</strong>. Finally, the development<br />

of the new senior structure of <strong>TenCate</strong><br />

effectively anticipates the required competences<br />

of the senior management, such<br />

as the Global Group Directors. Where<br />

applicable, the content of the management<br />

profiles was amended.<br />

◾ Establishment of the global active directory<br />

The IT organisation for corporate applications<br />

has been strengthened. Good<br />

progress was also made with the global<br />

roll-out of <strong>TenCate</strong>’s worldwide network<br />

(global active directory). The ERP implementation<br />

at <strong>TenCate</strong> Protective Fabrics<br />

North America was completed. A new<br />

ERP package was implemented at the<br />

new <strong>TenCate</strong> Geosynthetics plant in<br />

Zhuhai (China), which matches that used<br />

by the other Asian companies within<br />

<strong>TenCate</strong> Geosynthetics.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 7


Actions for 2009<br />

◾ The global economy is experiencing difficult<br />

times in 2009. There can be no expectation<br />

in the near term of a recovery in<br />

the financial markets or of a return to<br />

optimum operation in the financial system.<br />

<strong>TenCate</strong>’s financial policy is focused<br />

primarily on optimising cash flow in order<br />

to reduce bank debt.<br />

The entire company will also place great<br />

emphasis on cost control.<br />

The current market can give rise to attractive<br />

growth opportunities. <strong>TenCate</strong> aims<br />

to continue the buy & build policy. The<br />

structural financial objectives have been<br />

formulated in such a way that they are<br />

well within the covenants set by the<br />

banks.<br />

◾ Following the successful introduction of<br />

<strong>TenCate</strong> Defender M in the US armed<br />

forces, the product portfolio in the field of<br />

fire-resistant protection will be further<br />

expanded, and new geographic markets<br />

will also be developed. The first armed<br />

forces orders are expected from outside<br />

the United States in 2009.<br />

◾ <strong>TenCate</strong> will assess the enabling technologies<br />

on the basis of which new productmarket-technology<br />

combinations can arise<br />

in the future. To this end, <strong>TenCate</strong> is part<br />

8<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

of European development programmes, in<br />

which it will play an active role.<br />

◾ New possibilities can arise by establishing<br />

a link between materials and sensors.<br />

Examples of this development within<br />

Geosynthetics are <strong>TenCate</strong> Geodetect ®<br />

and <strong>TenCate</strong> Hydrodetect®. <strong>TenCate</strong> will<br />

develop markets in this area in close cooperation<br />

with a technology partner who<br />

has been involved in the development of<br />

these products. The first pilot projects,<br />

including the IJkdijk project in the<br />

Netherlands (intelligent dyke construction)<br />

are very promising.<br />

◾ The development of the fourth generation<br />

of synthetic turf is now in a decisive<br />

phase. The aim is to implement the first<br />

pilot project in 2009. The fourth generation<br />

of synthetic turf combines various<br />

essential functions in the upper layer<br />

leading to savings in installation costs.<br />

The replacement of the pitch will also be<br />

easier and therefore cheaper.<br />

◾ <strong>TenCate</strong> will continue entering into strategic<br />

alliances with marketing organisations<br />

in the worldwide synthetic turf market,<br />

in order to achieve optimum<br />

worldwide coverage, with each of the<br />

commercial partners having access to the<br />

most distinctive product portfolio possible.<br />

It will thus be able to occupy a leading<br />

position in the market.<br />

◾ Further expansion of the market position<br />

in Asia. The Asia region – with major<br />

countries such as China and India – is a<br />

growth market for <strong>TenCate</strong>’s functional<br />

materials. Following the start-up of production<br />

of both protective fabrics<br />

(Thailand) and geosynthetic materials<br />

(China), other areas will also be considered,<br />

in order to determine which growth<br />

will be pursued in order to become an<br />

important player in local markets.<br />

◾ For inkjet technology, in addition to technical<br />

textiles, new industrial applications<br />

will be developed in order to achieve continuing<br />

market development and value<br />

creation at Xennia.<br />

◾ In the field of information technology, global<br />

active directory will be further rolled<br />

out.


Vision, mission, strategy and objectives<br />

VISION<br />

<strong>TenCate</strong> develops and produces functional<br />

materials which are distinctive in terms of<br />

their characteristics. These materials make a<br />

positive contribution to progress, particularly<br />

in social areas such as safety and protection,<br />

environmental benefits and savings of energy<br />

costs. Efficiency, logistical and cost advantages<br />

can also be achieved which deliver substantial<br />

savings for users. Technological innovations<br />

are important links in this chain. In<br />

developing and producing new functional<br />

materials, <strong>TenCate</strong> can draw on technological<br />

developments which also take place outside<br />

its core areas.<br />

Textile technology, chemical technology and<br />

material technology can develop into materials<br />

science. This gives rise to new functional<br />

materials to replace the existing materials.<br />

Materials, solutions and systems will be available<br />

for use in existing and new product-market-technology<br />

combinations. On the basis of<br />

their distinctive characteristics, they will<br />

make a positive contribution to the development<br />

and performance in the industries and<br />

markets in which <strong>TenCate</strong> operates.<br />

<strong>TenCate</strong> Business Model<br />

The extent to which demand for such materials<br />

is created – for example by new legislation<br />

and regulations and higher specifications<br />

– determines to a large degree the future<br />

growth of <strong>TenCate</strong>.<br />

MISSION<br />

<strong>TenCate</strong> strives for leadership in growing<br />

markets for functional materials. To that end<br />

the company exploits its broad technological<br />

base, the individual skills of the employees<br />

and a strong – global – position in the value<br />

chain. By developing (system) solutions,<br />

<strong>TenCate</strong> achieves progress in the market sectors<br />

in which the company operates. The<br />

added value for customers and end-users<br />

results in more highly rated products and<br />

profitable growth for the company. That also<br />

creates value for shareholders.<br />

<strong>TenCate</strong> strives for an internal culture based<br />

on professionalism, openness, efficiency,<br />

enthusiasm and respect. The core values of<br />

the company are based on entrepreneurship,<br />

innovative capability and a focus on results.<br />

Our clear vision, mission and strategy set the course for the corporation. The strategy focuses on value chain management.<br />

In day-to-day practice, the <strong>TenCate</strong> business model is used as the basis for structuring, implementing and operationalising the<br />

business. Our challenge resides in finding the ultimate balance between the four cornerstones.<br />

© Business Model Royal <strong>TenCate</strong>.<br />

STRATEGY<br />

<strong>TenCate</strong> has pursued a growth strategy (buy<br />

& build) in recent years in order to secure<br />

strong positions worldwide in the company’s<br />

core markets. The strategy is implemented on<br />

the basis of <strong>TenCate</strong>’s value chain management<br />

model. This model is used in structuring,<br />

implementing and operationalising the business.<br />

It is based on the ultimate balance<br />

between the four cornerstones:<br />

◾ cost leadership in combination with<br />

◾ product differentiation, focusing on specific<br />

applications and customer requirements;<br />

◾ end-user marketing and an industrial<br />

brand policy;<br />

◾ technological innovation.<br />

<strong>TenCate</strong> has achieved the necessary critical<br />

mass and strategic coherence by means of a<br />

series of acquisitions which are complementary<br />

to the existing business. This has also<br />

strengthened the technological position and<br />

achieved a healthy cost structure.<br />

The emphasis has also been placed increasing<br />

returns by concentrating on core competencies<br />

and focusing on functional materials with<br />

distinctive characteristics. With the aim of a<br />

Royal Ten Cate Annual Report <strong>2008</strong> 9


alanced portfolio of product-market-technology<br />

combinations, the focus is increasingly on<br />

sufficient new activities. The aim is to use<br />

product development and innovation to generate<br />

at least 15% of revenues from activities<br />

which were developed no more than three<br />

years earlier. This aim is being achieved in the<br />

current revenue breakdown.<br />

QUALITATIVE STRATEGIC<br />

OBJECTIVES<br />

◾ Creation of shareholder value through<br />

profitable growth based on our knowledge,<br />

skill and internal synergy. In this<br />

way we can fulfil our social responsibilities;<br />

◾ Achievement of critical mass in productmarket-technology<br />

combinations by securing<br />

leading positions in worldwide market<br />

niches;<br />

◾ Achievement of a healthy financial position<br />

with sufficient strength for acquisitions;<br />

◾ Management of a balanced portfolio of<br />

activities, in which product-market-technology<br />

combinations differ in terms of<br />

growth opportunities and risk profile;<br />

10<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

◾ Stimulation of an open, creative and<br />

enterprising culture for progress, change<br />

and renewal;<br />

◾ Management of a commercial organisation<br />

which thinks in terms of (system)<br />

solutions within the overall value chain.<br />

FINANCIAL OBJECTIVES<br />

◾ The net capital employed must generate a<br />

sufficient return. The operating income<br />

before amortisation as a percentage of<br />

average net capital employed (plus accumulated<br />

amortisation) must be at least<br />

15%.<br />

◾ The financial position must be sufficiently<br />

solid. The ratio of net interest-bearing<br />

debt to operating income before depreciation<br />

and amortisation (EBITDA) must be<br />

structurally lower than 2.5;<br />

◾ The long-term growth of cash earnings<br />

per share must be at least 10%;<br />

◾ An appropriate profit margin must be<br />

achieved. The EBITA margin should rise to<br />

at least 10%.


Foreword by the Chairman<br />

of the Executive Board<br />

DEVELOPMENTS<br />

<strong>2008</strong> was a remarkable year in many respects.<br />

On the one hand there was a continuation of<br />

our successful buy & build policy. On the other<br />

hand, there was the impending financial and<br />

then economic crisis, which particularly<br />

affected the end of the year. Another striking<br />

fact was the strong price fluctuation in the<br />

commodity markets, particularly the market<br />

for polyethylene (PE) and polypropylene (PP).<br />

This made it difficult to determine the pricing<br />

policy. As a global player, <strong>TenCate</strong> consequently<br />

had to absorb constant price rises in<br />

the first half of the year. In the fourth quarter<br />

of <strong>2008</strong>, commodity prices fell substantially,<br />

but <strong>TenCate</strong> was barely able to take advantage<br />

of this decline.<br />

Although the second half of the year showed<br />

significantly lower growth in our earnings, net<br />

profit growth for the whole year reached an<br />

entirely acceptable level of +35% (cash earnings).<br />

The growth was therefore in line with<br />

our earlier profit forecast. Overall, <strong>2008</strong> was<br />

a positive year, but it was buoyed strongly by<br />

acquisitions and excellent performances by<br />

our US companies, where revenues are primarily<br />

related to US defence contracts. The<br />

organic growth of consolidated net company<br />

<strong>TenCate</strong> – Union Protective Fabrics Asia<br />

revenues for <strong>2008</strong> amounted to 5%. Although<br />

the economic climate is currently uncertain,<br />

we have achieved a strong strategic positioning<br />

in the past year. As a result, further organic<br />

growth can be achieved.<br />

<strong>TenCate</strong>’s growth potential is also seen by<br />

investors. <strong>TenCate</strong> attracted keen interest<br />

among investors, as is evidenced by the performance<br />

of the share on NYSE Euronext.<br />

Although the stock market climate deteriorated<br />

sharply over the year, the <strong>TenCate</strong> share<br />

fared relatively well.<br />

BUY & BUILD<br />

Over the past decade, <strong>TenCate</strong> has secured<br />

leading positions worldwide in its niche markets.<br />

The acquisitions during the past financial<br />

year have proved to be an excellent supplement<br />

to our product-market-technology<br />

combinations. Each of these new business<br />

units has contributed to the growth and<br />

helped achieve critical mass. That is favourable<br />

for our position in the market and our purchasing<br />

power in the commodities markets. In<br />

the near future this purchasing power will<br />

contribute to the desired further growth in the<br />

EBITA margin.<br />

<strong>TenCate</strong> – Union Protective Fabrics Asia in Thailand was officially opened on 26 September <strong>2008</strong>. The company manufactures<br />

fabrics for work apparel and, in time, will add safety fabrics for the Asian market to its product range. The Asian market for safety<br />

fabrics is developing quickly. Many of <strong>TenCate</strong>’s customers have production facilities there. Delivery via the new company will<br />

result in cost savings and logistical benefits. A global market leader, <strong>TenCate</strong> wants to be actively involved in new developments<br />

in this market and expand its production basis at the local level. The new company will allow <strong>TenCate</strong> to serve the growing Asian<br />

market for functional materials optimally whilst adding value.<br />

We have consolidated our positions by means<br />

of acquisitions (Xennia, Composix, YLA/CCS<br />

Composites and <strong>TenCate</strong> – Union Protective<br />

Fabrics), a joint venture (Edel Grass) and a cooperation<br />

agreements (Airborne Composite<br />

Tubulars). These activities must prove their<br />

worth in the years ahead, but they already<br />

directly enhance our strategy. Although we<br />

will continue to focus on growth, attention<br />

will be devoted to the consolidation of our<br />

positions and financial solidity in 2009.<br />

BUSINESS MODEL<br />

The four cornerstones of our unique business<br />

model – technological innovations, end-user<br />

marketing, product differentiation and cost<br />

leadership – offer us opportunities and potential<br />

to address the entire global value chain.<br />

Even when profits are rising strongly, as in<br />

previous years, we continue to pay close<br />

attention to costs. The current economic situation<br />

requires us to do so even more critically.<br />

The cost leadership cornerstone will be implemented<br />

more intensively in the near term.<br />

That was already announced in <strong>2008</strong>, particularly<br />

with regard to the Dutch production<br />

sites. Among other measures, the number of<br />

temporary employees was reduced in the final<br />

quarter of <strong>2008</strong>.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 11


Adjustments were also made to the management<br />

of the company in <strong>2008</strong> (see page 43).<br />

The aim of this was to increase with the<br />

speed of reaction in the market by means of<br />

intercontinental commercial management and<br />

internal co-operation within the groups. This<br />

also strengthens <strong>TenCate</strong>’s positioning as a<br />

company with clear corporate strategy.<br />

Co-operation between the market groups is<br />

essential in order to operate strongly as a<br />

world player in the market and to create new<br />

value by making use of our knowledge and<br />

skills.<br />

STABILISING MEASURES<br />

When the first signals came at the end of<br />

2007, <strong>TenCate</strong> took measures to enable it to<br />

cope as effectively as possible with the<br />

impending crisis. Investment proposals were<br />

already put on ice at the end of that year. The<br />

investment budget for <strong>2008</strong> was set on the<br />

basis of defensive assumptions. That resulted<br />

in a downward adjustment of investment<br />

expenditure for <strong>2008</strong>. Steps were also taken<br />

at the beginning of <strong>2008</strong> to increase and<br />

renew the syndicated bank facility on attractive<br />

terms. Production was deferred at a<br />

number of locations in the fourth quarter with<br />

a view to controlling working capital.<br />

12<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

SUSTAINABILITY<br />

<strong>TenCate</strong>’s business activities take place<br />

against a backdrop of social and ecological<br />

themes, such as security and protection of<br />

people and the environment. We naturally aim<br />

to make economical use of raw materials and<br />

energy. That aim is integrated in our internal<br />

best practices. <strong>TenCate</strong> conducts an active<br />

environmental policy, but nowadays that is<br />

the most natural thing in the world.<br />

Precisely because we anticipate the global<br />

themes and trends referred to above, <strong>TenCate</strong><br />

appears to be less sensitive to the issues of<br />

the day. When we also lead the way with pioneering<br />

(process) technologies which deliver<br />

considerable cost and environmental benefits,<br />

the concept of sustainability adds genuine<br />

value.<br />

Xennia, acquired in <strong>2008</strong>, is a leading specialist<br />

in the area of inkjet technology. This technology<br />

already has shown successes in other<br />

industrial processes.<br />

CONFIDENCE<br />

We have always fulfilled our profit forecasts<br />

in past years. That generates confidence. The<br />

growth of the company over the past year<br />

was made possible in part by the confidence<br />

Innovative tubular systems<br />

which customers place in us and, not least,<br />

the efforts of how employees, for which I<br />

would like to express my gratitude.<br />

More than ever, we realise that the entire global<br />

economy is based on confidence.<br />

Confidence is therefore a keyword for our<br />

activities in 2009. However, confidence<br />

relates not to the past, but to the future.<br />

<strong>TenCate</strong> has the potential to deliver a good<br />

performance, even in difficult times.<br />

L. de Vries<br />

Chairman of the Executive Board<br />

<strong>TenCate</strong> Advanced Composites and Airborne Composite Tubulars have entered into a strategic partnership for the development<br />

and manufacture of tubular systems based on thermoplastic composites. These innovative tubular systems are implemented in the<br />

oil and gas extraction industry and in oil and gas transport. Composite tubulars offer considerable advantages. In addition to sig-<br />

nificant weight savings and a higher relative strength, enabling drilling at greater depths, for instance, they also have a longer<br />

lifespan. Moreover other functionalities, such as sensors, can be built into such composite pipe systems relatively easily. As such,<br />

they allow access to areas that were previously difficult or impossible to reach.


The <strong>TenCate</strong> share<br />

Source: NYSE Euronext<br />

ISIN code: NL 0000375731<br />

Reuters code: NTCN.AS<br />

Bloomberg code: KTC.NA<br />

◾ KTC<br />

◾ AEX<br />

◾ AScX<br />

LISTING<br />

The Royal Ten Cate share is listed on NYSE<br />

Euronext Amsterdam and in <strong>2008</strong> formed part<br />

of the AMX index (<strong>2008</strong> weighting: 2.33%;<br />

indicative 2009 weighting: 2.55%).<br />

A number of Dutch and international banks<br />

and securities houses are actively engaged in<br />

trading in the <strong>TenCate</strong> share, and <strong>TenCate</strong> is<br />

followed by an increasing number of sell-side<br />

analysts.<br />

As at 31 December <strong>2008</strong>, there were<br />

23,966,901 outstanding ordinary shares, each<br />

of a par value of € 2.50. The closing price of<br />

the share at the end of December <strong>2008</strong> was<br />

€ 16.05.<br />

140<br />

130<br />

120<br />

110<br />

100<br />

90<br />

80<br />

70<br />

60<br />

50<br />

40<br />

JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC<br />

INVESTOR RELATIONS POLICY<br />

<strong>TenCate</strong> has a broad international institutional<br />

shareholder base. Regular, direct contact is<br />

maintained with the investors market.<br />

The company once again took major strategic<br />

steps in <strong>2008</strong>. Against this background, and<br />

as a result of the turbulence in the financial<br />

markets, frequent contact was maintained<br />

with our financial stakeholders.<br />

This policy contributed to the relatively good<br />

performance of the <strong>TenCate</strong> share. We succeeded<br />

in attracting a reliable core of stable<br />

institutional investors with a long-term focus.<br />

The geographic spread was largely<br />

unchanged. Investors are concentrated in the<br />

United Kingdom and the United States.<br />

Interest is aroused by the strong commercial<br />

developments in the United States, mainly<br />

with regard to defence contracts.<br />

<strong>TenCate</strong>’s concentration on global themes<br />

such as water management, the environment,<br />

protection and energy saving also creates<br />

interest among sustainable (SRI) investment<br />

funds.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 13


COMMUNICATION POLICY<br />

<strong>TenCate</strong> strives for a transparent communication<br />

policy. Nevertheless, the quality of the<br />

quarterly reporting will be raised, to reflect<br />

the seasonal character of certain activities<br />

and the project-based character of defence<br />

contracts in particular. In the current form,<br />

the detailed quarterly financial reports provide<br />

have only limited comparative and predictive<br />

value for stakeholders. Starting in<br />

2009, <strong>TenCate</strong> will therefore send out trading<br />

updates setting out the main points of the<br />

company’s current performance. The full- and<br />

half-year figures meet the requirements of the<br />

new European transparency directive.<br />

In <strong>TenCate</strong>’s positioning, it is important to<br />

draw attention to the identity of the company<br />

as a whole. It is more than the sum of the<br />

parts. Our strength lies in the common striving<br />

for market leadership in both the technological<br />

and commercial spheres. In addition, a<br />

strong position can be secured in global value<br />

chains. Our model for value chain management<br />

is based on a business model that has<br />

proved its worth in past years.<br />

DIVIDEND POLICY<br />

<strong>TenCate</strong> operates in sustainable growth markets.<br />

As stated in previous annual report,<br />

<strong>TenCate</strong> expects to realise growth in its strategic<br />

key markets in the years to come.<br />

In order to finance such growth, <strong>TenCate</strong> aims<br />

to achieve internal funding to the greatest<br />

14<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

possible extent whilst retaining a sound financial<br />

basis.<br />

In view of the development of the world economy,<br />

the company pursued a cautious investment<br />

policy and implemented a number of<br />

cost cutting measures early on in <strong>2008</strong>. In<br />

2009, <strong>TenCate</strong> pursues a financial policy that<br />

focuses primarily on debt reduction.<br />

A consistent dividend policy is pursued, which<br />

is based on a 40% payout ratio. Shareholders<br />

are offered a choice of cash or shares charged<br />

to the share premium reserve.<br />

In view of the growth trend of <strong>TenCate</strong> shares,<br />

over 50% of the shareholders have consistently<br />

opted for a stock dividend in recent<br />

years. Over the past few years, the buy &<br />

build strategy resulted in a significant growth<br />

of profit per share.<br />

In view of the above, it is proposed to set the<br />

dividend in respect of <strong>2008</strong> at € 0.85 per<br />

€ 2.50 par value share. Half of the dividend<br />

will be payable in the form of a stock dividend;<br />

the remaining half in cash or stock<br />

dividend according to the shareholder’s<br />

preference. <strong>TenCate</strong> aims to stimulate the<br />

choice for a stock dividend by applying a light<br />

premium to the value of the stock dividend<br />

compared to the cash dividend.<br />

A new slope with geosynthetics<br />

As at 31 December<br />

Number of issued<br />

<strong>2008</strong> 2007<br />

ordinary shares 23,966,901 23,556,158<br />

Par value € 2.50 € 2.50<br />

Highest price € 27.19 € 34.05<br />

Lowest price € 11.60 € 19.92<br />

Closing price<br />

Cash earnings per<br />

€ 16.05 € 21.27<br />

share € 2.68 € 2.04<br />

Dividend per share € 0.85 € 0.80<br />

DISCLOSURE OF MAJOR HOLDINGS<br />

IN LISTED COMPANIES ACT<br />

The register maintained by the Netherlands<br />

Authority for the Financial Markets (AFM) in<br />

connection with the disclosure of major holdings<br />

in listed companies contains details of<br />

the following investors (percentages based<br />

on AFM returns or recent returns by the<br />

respective shareholders):<br />

Date of<br />

disclosure Disclosing shareholder Interest<br />

28.10.08 Allianz Global 4.99%<br />

23.10.08 Kempen Capital<br />

Management 9.90%<br />

08.10.08 Allianz Global Investors 5.04%<br />

22.02.08 Schroders plc 9.70%<br />

Source: Netherlands Authority for the Financial Markets,<br />

situation as at 16 February 2009<br />

Avalanches, falling rock and land slides can damage or obstruct mountain roads. Retaining walls reinforced with <strong>TenCate</strong> geosyn-<br />

thetics offer a solution to repair the damage caused by, and prevent the consequences of, such natural phenomena. The foundation<br />

of the road near Rodlau (Austria), for instance, was being damaged by water drainage. Soil reinforcement was required and the<br />

curve in the road needed to be adapted. Option 1 was building a € 1 million bridge. However, option 2 was selected: constructing a<br />

30 metre slope reinforced with <strong>TenCate</strong> Polyfelt®, which would cost 50% less than the first solution. After building the reinforced<br />

structure, the road was relocated and paved. The slope now looks like a naturally vegetated slope.


Geographic spread of shareholdings<br />

in percentage<br />

◾ The Netherlands<br />

◾ Belgium/Luxembourg<br />

◾ United Kingdom<br />

◾ USA/Canada<br />

◾ Others<br />

◾ Germany<br />

<strong>2008</strong><br />

47%<br />

21%<br />

6%<br />

8%<br />

13%<br />

5%<br />

2007<br />

52%<br />

23%<br />

5%<br />

12%<br />

8%<br />

Changes in the number of outstanding shares<br />

Number of outstanding shares at end of 2007 23,556,158<br />

Issue of shares –<br />

Increase in share capital as a result of stock dividend 410,743<br />

Number of outstanding shares at end of <strong>2008</strong> 23,966,901<br />

In addition to the above institutional investors,<br />

WAM Acquisitions and Aviva plc (Delta<br />

Lloyd) have in the past disclosed interests of<br />

over 5% under the Disclosure of Major<br />

Holdings in Listed Companies Act.<br />

OPTION PLAN, SHAREHOLDINGS<br />

OF PERSONNEL AND EXECUTIVE<br />

BOARD<br />

Details of the option plan for managers and<br />

members of the Executive Board can be found<br />

on page 131 of this report. The shares repurchased<br />

by the company relate to the hedging<br />

of granted options which have become fully<br />

vested. Details of shares and options of the<br />

company held by members of the Executive<br />

Board and Supervisory Board can be found on<br />

page 126 of this report.<br />

Important dates in 2009<br />

Publication of <strong>2008</strong> full-year figures 4 March<br />

Annual General Meeting of Shareholders 9 April<br />

Ex-dividend date 15 April<br />

Record datum for dividend eligibility 17 April<br />

Option period for cash or stock dividend 17 April to 4 May inclusive<br />

Publication of trading update 29 April<br />

Payment of dividend/delivery of shares (stock) 8 May<br />

Publication of half-year figures 2009 26 August<br />

Publication of trading update 28 October<br />

Royal Ten Cate Annual Report <strong>2008</strong> 15


Sustainability<br />

THE MOST NATURAL THING IN<br />

THE WORLD<br />

Sustainability is an inherent quality of<br />

<strong>TenCate</strong>. It is embodied in numerous qualitative<br />

aspects of products, systems, production<br />

process and our social innovation. Every day<br />

of every year. Sustainability as a basis and a<br />

reflection of our striving for continuity.<br />

Within our operational management, sustainability<br />

is the most natural thing in the world.<br />

We believe it is very important that our products<br />

should make an essential contribution to<br />

a better world where safety and protection<br />

are also the most natural thing in the world.<br />

Such functionalities are so essential that this<br />

is considered to be self-evident. There is a<br />

natural demand for these functional characteristics.<br />

<strong>TenCate</strong> therefore has the important<br />

task of setting or following functional trends.<br />

In the production process, <strong>TenCate</strong> focuses<br />

attention on responsible handling of raw<br />

materials, reject reduction, waste reduction<br />

and recycling. Almost all production sites<br />

have been established or certified in accordance<br />

with ISO 9001 and/or ISO 14001 standards.<br />

Environmental legislation and environmental<br />

protection form the foundations. They<br />

are the basis for dealings with suppliers, as<br />

well as customers. <strong>TenCate</strong> is a great advocate<br />

of industry-wide preferably international<br />

16<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

regulations. That creates clarity, keeps relationships<br />

pure and guarantees fair competition.<br />

It underlines <strong>TenCate</strong>’s wish to control<br />

the production process as part of the chain<br />

and make improvements where necessary and<br />

possible.<br />

QUALITATIVE ASPECTS<br />

<strong>TenCate</strong> operates in the field of materials science.<br />

Material characteristics are based on<br />

the choices of raw materials used and the<br />

market’s requirements with regard to use,<br />

sustainability and environmental characteristics,<br />

among other aspects. Safety, protection,<br />

risk control, reduction of environmental<br />

impact and energy saving are the current<br />

themes that are of importance throughout the<br />

world and constantly demand innovative solutions.<br />

<strong>TenCate</strong> aims to play a decisive role in<br />

providing the answers. These can involve full<br />

or partial social, economic, technological and<br />

ecological solutions. They will preferably be<br />

qualitative total solutions which fit in with<br />

the system approach targeted by <strong>TenCate</strong>.<br />

This focus on responsible solutions forms the<br />

basis for our growth, because this growth is<br />

based on worldwide themes. It also limits the<br />

cyclical nature of <strong>TenCate</strong>’s revenues to a certain<br />

extent.<br />

CHAIN MANAGEMENT<br />

Continuity is the common theme in the management<br />

of the chains in which <strong>TenCate</strong> operates.<br />

<strong>TenCate</strong> has the necessary technical<br />

knowledge and international networks that<br />

are of importance in value chain management.<br />

Our approach to value chain management is<br />

distinctive in the industrial world. It is based<br />

on four policy cornerstones: cost control in<br />

combination with product differentiation,<br />

end-user marketing and technological innovation.<br />

The exercising of influence and authority as a<br />

market leader is necessary in order to monitor<br />

and accelerate progress within the various<br />

chains. After all, each chain is ultimately<br />

linked directly to the end users. Changing<br />

demand requires a changing supply and technological<br />

renewal. And hence changing production,<br />

new processes, new choices of raw<br />

materials and adjustments to purchasing from<br />

suppliers.<br />

Such an outlook demands special form of<br />

problem-solving capability. <strong>TenCate</strong> has<br />

proved over many years that it can adapt<br />

effectively to changed circumstances by being<br />

innovative. That requires an unorthodox<br />

entrepreneurial approach. After all, the balanced<br />

combination of the four cornerstones of<br />

our business model is a constant challenge.


In some cases the result is a coincidental –<br />

and subsequently explainable – concurrence<br />

of circumstances. Often it is not. One of the<br />

biggest challenges is to effectively deploy the<br />

knowledge and skills that are available within<br />

the organisation for process and organisational<br />

renewal and technological innovation.<br />

That is part of our culture.<br />

FUNCTIONAL MATERIALS<br />

Innovative technologies contribute to the<br />

emergence of new functional materials. In<br />

some cases this can take place rapidly.<br />

Product design and material use will often<br />

have an unforeseen influence. For example,<br />

who would have thought 20 years ago that<br />

modern aircraft would comprise more than<br />

50% composites, often originating in textilerelated<br />

materials. In this example, composites<br />

now make an important contribution to the<br />

reduction of both the fuel consumption and<br />

noise.<br />

Operation in niche markets for functional<br />

materials underlines the need to indicate<br />

trends and developments clearly in technology<br />

roadmaps. These articulate and represent<br />

the developments in functional materials and<br />

related technologies. A good example is the<br />

Technology Road Map for Personal Protective<br />

Equipment drawn up jointly with the EFSM<br />

(Engineering Fibrous Smart Materials) foundation<br />

in December <strong>2008</strong>.<br />

<strong>TenCate</strong> contributes to these ‘roads to the<br />

future’ in many ways. The network approach<br />

is also central in the many contacts with the<br />

outside world. Relationships with international<br />

research establishments, partners, universities<br />

and government bodies create solid<br />

opportunities for innovation. This approach<br />

guarantees that new directions can be taken<br />

in good time. <strong>TenCate</strong> has demonstrated that<br />

it has a successful model in which it continuously<br />

renews itself by developing technologies<br />

and new processes with which new<br />

paths can be taken. An example is the DigiTex<br />

project, with which inkjet technology is being<br />

developed for industrial applications in the<br />

textile production process.<br />

SYSTEM APPROACH<br />

Functional materials are a decisive component<br />

of an overall system or concept. Each system<br />

consists largely of the functionalities of the<br />

materials, some of which constitute a system<br />

in themselves. Standards form the framework<br />

conditions within which the overall system<br />

operates.<br />

<strong>TenCate</strong> endeavours to apply its system<br />

approach as a common theme in all markets.<br />

Co-operation – from supplier to decision<br />

maker – is necessary at all times for the enduser.<br />

When each component has been harmonised<br />

as fully as possible with the other parts<br />

or components in the system, the most efficient<br />

and effective solution has been found.<br />

IDENTITY AND CULTURE<br />

<strong>TenCate</strong> is a company in which different cultures<br />

come together. In addition to the core<br />

values in the field of environmental protection<br />

and innovation, the corporate culture is based<br />

on integrity and reliability, quality of products,<br />

professionalism of employees and respect for<br />

society.<br />

All employees within <strong>TenCate</strong> have access to<br />

‘10Cate’, which represents the identity of the<br />

company. These ten values are universal<br />

within our company. The customer is at the<br />

centre, and every team is the driving force<br />

behind the corporate culture.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 17


Report of the Supervisory Board<br />

ANNUAL REPORT<br />

We hereby present the <strong>2008</strong> annual report<br />

as prepared by the Executive Board, incorporating<br />

the financial statements. The financial<br />

statements have been audited by KPMG<br />

Accountants NV and were discussed with the<br />

Executive Board on 3 March 2009, in the presence<br />

of the auditor. We are therefore of the<br />

opinion that the annual report fulfils the<br />

transparency requirements and forms a good<br />

basis on which the Supervisory Board can<br />

account for its supervision.<br />

We propose that you accordingly adopt the<br />

financial statements, approve the dividend<br />

proposal and grant discharge to the Executive<br />

Board in respect of its policy and to the<br />

Supervisory Board in respect of its supervision.<br />

SUPERVISION<br />

The Supervisory Board held plenary meetings<br />

with the Executive Board on six occasions in<br />

<strong>2008</strong>, on the basis of a fixed schedule. It also<br />

met independently on several occasions.<br />

In addition, the Board held four supplementary<br />

meetings, on a range of subjects including<br />

proposed acquisitions and their financing.<br />

All members attended the majority of the<br />

meetings.<br />

18<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

During the joint meetings, the Supervisory<br />

Board dealt with subjects such as the budget,<br />

current acquisition projects and the corporate<br />

strategy. The financial results were discussed<br />

in each quarter. In the discussion of the 2007<br />

annual figures and <strong>2008</strong> half-year figures, the<br />

independent auditor reported on his findings.<br />

The Supervisory Board met independently of<br />

the Executive Board to discuss the composition<br />

and performance of the Supervisory<br />

Board and the remuneration and performance<br />

of the Executive Board.<br />

One or two representatives of the Board took<br />

part in four consultative meetings of the<br />

Central Works Council, at which they<br />

appraised themselves of the company’s<br />

affairs.<br />

INDEPENDENCE<br />

All members of the Supervisory Board are<br />

independent within the meaning of the bestpractice<br />

provisions of the Corporate<br />

Governance Code.<br />

No <strong>TenCate</strong> shares or options are held by the<br />

members of the Supervisory Board.<br />

COMPOSITION<br />

In the general meeting of shareholders held<br />

on 3 April <strong>2008</strong>, Mr J.C.M. Hovers was<br />

appointed as a supervisory director and then<br />

elected by the board members as chairman.<br />

Messrs F.A. van Vught and E. ten Cate were<br />

simultaneously reappointed.<br />

At the same meeting, Messrs A.W. Veenman<br />

and C.W. Versteeg retired from the board. We<br />

are grateful to both of them for their commitment<br />

and contribution to the company.<br />

Mr Veenman served as chairman of the<br />

Supervisory Board for 12 years. <strong>TenCate</strong><br />

achieved strong growth under his chairmanship.<br />

His extensive technical and managerial<br />

knowledge and experience were of great<br />

value to the company. The way in which he<br />

managed the Supervisory Board and the consultations<br />

with the Executive Board was stimulating<br />

and inspiring, and contributed to<br />

effective decision-making.<br />

Mr Versteeg served as a member of the<br />

Supervisory Board for eight years. His contribution<br />

was characterised by his involvement<br />

with the human aspect of the company, relations<br />

with employees and consideration of<br />

broad social developments.


SUPERVISORY BOARD COMMITTEES<br />

The Supervisory Board has two committees:<br />

the Financial Committee chaired by<br />

Mr Ten Cate and the combined Remuneration,<br />

Selection and Appointments Committee<br />

chaired by Mr Van Vught. Their task is to analyse<br />

subjects within their specific areas of<br />

knowledge and make preparations for decisions<br />

to be taken in the meeting of the<br />

Supervisory Board.<br />

FINANCIAL COMMITTEE<br />

The entire Financial Committee met on three<br />

occasions in <strong>2008</strong>. The meetings were held to<br />

prepare for the discussion of the 2007 annual<br />

figures and the <strong>2008</strong> half-year figures and a<br />

number of specific subjects.<br />

Matters considered in greater depth included<br />

the internal management and reporting<br />

systems, the tax position, the policy with<br />

regard to audit services, aspects of financial<br />

risk management and the external auditor’s<br />

management letter and the corresponding<br />

follow-up.<br />

REMUNERATION REPORT<br />

No changes were made to the remuneration<br />

policy as set out in detail in the 2005 reporting<br />

year. The rise of the position of CEO of<br />

Royal Ten Cate to the median of Hay level 30<br />

was continued. In view of the continued wide<br />

difference between the current salary level<br />

and the median of Hay level 30, it was decided<br />

in <strong>2008</strong> also to implement an interim rise<br />

towards level 30. The annual salary of Mr L.<br />

de Vries was therefore increased by 10%.<br />

The position of Mr J. Wegstapel as CFO and a<br />

member of the Executive Board was set at<br />

Hay level 26. The fixed basic salary was also<br />

raised by 10% in <strong>2008</strong>.<br />

The remuneration of the Executive Board is<br />

shown in note 56.2 on page 125 of this<br />

report.<br />

VARIABLE REMUNERATION<br />

In <strong>2008</strong> Mr L. de Vries received the maximum<br />

results-linked remuneration in respect of<br />

2007, amounting to 50% of the annual salary,<br />

having comfortably met the specified performance<br />

criteria.<br />

Mr J. Wegstapel received results-linked<br />

remuneration of 30% of annual salary in <strong>2008</strong>,<br />

i.e. 75% of the maximum obtainable. This was<br />

paid pro rata due to his having joined the company<br />

in March 2007.<br />

Almelo, 3 March 2009<br />

Supervisory Board<br />

J.C.M. Hovers, Chairman<br />

P.P.A.I. Deiters, Vice-Chairman<br />

F.A. van Vught<br />

E. ten Cate<br />

Royal Ten Cate Annual Report <strong>2008</strong> 19


SAFETY. THE MOST NATURAL THING IN THE WORLD.<br />

20 ADVANCED ARMOUR<br />

Personal protection. In an increasingly dynamic society, it is about<br />

the safety of people. Whether military or police, they make themselves<br />

vulnerable by protecting civilians.


The threat level determines the choice of stab and bulletproof material,<br />

such as <strong>TenCate</strong> Aresshield for safety vests, which is also used for<br />

antiballistic shields. Composite is a – relatively – light-weight material<br />

that offers maximum multi-threat protection depending on its layer<br />

structure and composition.<br />

Mireille van der Doorn has been a police<br />

officer since graduating from the police<br />

academy in Harlingen in 1992.<br />

At the beginning of her career, she regularly<br />

‘walked the beat’ in uniform. She wore<br />

a bulletproof vest countless times. Mireille,<br />

married and the mother of a daughter,<br />

is now a detective with the Large-scale<br />

Investigation Unit of the Regional Police<br />

Department of Twente. She has specialised<br />

in interrogation methods. Today, she wears<br />

a protective vest primarily during some<br />

on-site investigations.<br />

We would like to thank VTS Politie Nederland.<br />

We would also like to thank Suit Supply Hengelo.


Corporate governance<br />

CORPORATE GOVERNANCE<br />

STRUCTURE<br />

The Supervisory Board and the Executive<br />

Board endorse the main principles of corporate<br />

governance. The few exceptions which<br />

apply within <strong>TenCate</strong> mostly relate to the<br />

nature and size of the organisation. They do<br />

not affect the basic principles of good corporate<br />

management and integrity. No changes<br />

occurred in <strong>2008</strong> with regard to the exceptions<br />

to the best practice provisions stated on<br />

<strong>TenCate</strong>’s corporate website.<br />

With regard to the declaration made by the<br />

Executive Board in the annual report with<br />

regard to the internal risk and control systems,<br />

reference is made to page 33 of this<br />

report.<br />

The corporate governance structure is based<br />

on the voluntary application of the two-tier<br />

board structure. The main elements of this<br />

are:<br />

◾ The financial statements are adopted by<br />

the general meeting of shareholders.<br />

◾ Supervisory directors are appointed by<br />

the general meeting of shareholders on<br />

the basis of nominations by the<br />

Supervisory Board. The profile of the<br />

members of the Supervisory Board is first<br />

22<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

discussed at the general meeting of<br />

shareholders at the time of adoption and<br />

on each subsequent modification.<br />

◾ The general meeting of shareholders and<br />

the works council can recommend persons<br />

to the Supervisory Board for nomination<br />

as supervisory directors.<br />

◾ In the case of one-third of the members of<br />

the Supervisory Board, the Supervisory<br />

Board will in principle place in nomination<br />

the name of a person recommended by<br />

the works council (works council’s reinforced<br />

right of recommendation).<br />

◾ In the event of an outright majority of the<br />

votes, the general meeting of shareholders<br />

representing at least one-third of the<br />

issued share capital may reject the nomination<br />

by the Supervisory Board.<br />

◾ The members of the Executive Board are<br />

appointed by the general meeting of<br />

shareholders on the basis of a binding<br />

nomination by the Supervisory Board.<br />

Personal Protective Equipment<br />

Corporate governance within <strong>TenCate</strong> is<br />

based on the following principles:<br />

◾ Value creation for shareholders<br />

This means making optimum use of the<br />

available resources. In the context of<br />

internal financial control, financial ratios<br />

and metrics are monitored closely. These<br />

reflect the performance in terms of cash<br />

flow generating assets, efficiency, margins<br />

and the return on capital employed.<br />

Consideration is also given to longer-term<br />

continuity. <strong>TenCate</strong> takes account of efficient<br />

use of natural resources and its<br />

social responsibilities.<br />

◾ Quality of the management and appropriate<br />

remuneration<br />

The remuneration policy must make it<br />

possible to attract high-quality management<br />

which is appropriate for the specialised<br />

and multinational character of<br />

<strong>TenCate</strong>. The performance pay structure<br />

must be transparent and focused on key<br />

performance indicators. The Supervisory<br />

Board’s Remuneration Committee is<br />

responsible for developing the remuneration<br />

policy and assessing the performance<br />

criteria for members of the Executive<br />

Board.<br />

Early in December <strong>2008</strong> <strong>TenCate</strong> co-organised the PPE Conference, which is devoted to Personal Protective Equipment. The con-<br />

ference revolved around personal protection (fire brigade, police, emergency services) and focused on protection against high risks.<br />

Personal Protective Equipment is one of the key factors in guaranteeing safety at work by protecting workers from a broad range of<br />

hazards. Innovation is vital in order to improve the wearing comfort and properties of PPE products.


◾ Code of conduct for management and<br />

employees<br />

The company has a code of integrity, a<br />

whistleblowers scheme and rules to prevent<br />

abuse of inside information.<br />

◾ Disclosure<br />

Disclosed information must fulfil criteria<br />

of accuracy, completeness and promptness<br />

and comply with transparency guidelines<br />

and IFRS standards, in order to provide<br />

stakeholders with the most<br />

transparent and accurate information<br />

possible on the performance and outlook.<br />

The main risks must be stated and evaluated.<br />

The information on <strong>TenCate</strong>’s corporate<br />

strategy is communicated clearly. <strong>TenCate</strong><br />

carried out full financial quarterly reporting<br />

up until the <strong>2008</strong> financial year. From<br />

2009, only a market-compliant trading<br />

update will be provided for the first and<br />

third quarters, in accordance with the<br />

legislation which came into force in<br />

December <strong>2008</strong>.<br />

<strong>TenCate</strong> maintains an open communication<br />

policy, providing regular information<br />

on important commercial developments.<br />

◾ Financial control and risk monitoring<br />

The Supervisory Board forms a financial<br />

committee from among its members to<br />

supervise the financial performance,<br />

acquisitions, divestments and general risk<br />

policy.<br />

◾ Avoidance of conflicts of interest<br />

<strong>TenCate</strong> is alert to conflicts of interest.<br />

These are addressed and where necessary<br />

avoided.<br />

◾ Social responsibility and sustainable<br />

enterprise<br />

<strong>TenCate</strong> strives to maintain good relations<br />

with other parties in its vicinity and<br />

with stakeholders. The company endeavours<br />

to limit environmental impact as far<br />

as possible. This principle is also included<br />

in the code of conduct for employees.<br />

Substantial environmental investments<br />

are made for this purpose.<br />

Operating companies have long implemented<br />

major elements of socially responsible<br />

enterprise. In order to ensure that<br />

the sustainability policy is widely disseminated,<br />

it is increasingly publicised internally.<br />

<strong>TenCate</strong> products also have major<br />

sustainable elements having regard to<br />

their functional characteristics.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 23


The Boards<br />

as at 1 January 2009<br />

EXECUTIVE BOARD<br />

L. de Vries (57), Chairman J. Wegstapel (53)<br />

24<br />

Royal Ten Cate Annual Report <strong>2008</strong>


SUPERVISORY BOARD<br />

J.C.M. Hovers (65) Chairman 1) 2)<br />

Commenced in office: <strong>2008</strong><br />

End of current term: 2012<br />

Former Chairman of the Executive Board of<br />

Océ nv and Stork nv<br />

Supervisory director of Randstad Holding<br />

Chairman of the Supervisory Board of Schuitema<br />

Chairman of the Supervisory Board of Inter Access<br />

Chairman of the Supervisory Board of Gemeentelijk<br />

Vervoersbedrijf Amsterdam<br />

P.P.A.I. Deiters (65) Vice-Chairman 1)<br />

Commenced in office: 1998<br />

End of current term: 2010<br />

Former director of Berghaus International Fashion<br />

Supervisory director of G-III Apparel Group Ltd<br />

Supervisory director of Bandolera B.V.<br />

Supervisory director of Tootal B.V.<br />

Consultant to the European Bank for Reconstruction<br />

and Development EBRD<br />

Supervisory director of HVEG Investments B.V.<br />

1) Member of the Financial Committee.<br />

2) Member of the combined Remuneration,<br />

Selection and Appointments Committee.<br />

*)<br />

Chairman.<br />

From left to right: E. ten Cate, F.A. van Vught, J.C.M. Hovers and P.P.A.I. Deiters<br />

F.A. van Vught (58) 2*)<br />

Commenced in office: 2000<br />

End of current term: 2012<br />

Member of the Group of Policy Advisors,<br />

Chairman of the European Committee<br />

Member of the Executive Board of<br />

the European University Association<br />

Member of the University Grants Committee<br />

of Hong Kong<br />

Supervisory director of Rova N.V.<br />

Chairman of the Board of Nether (Netherlands<br />

House for Education and Research, Brussels)<br />

Chairman of the Board of ESMU (European Centre<br />

for Strategic Management of Universities, Brussels)<br />

E. ten Cate (63) 1*)<br />

Commenced in office: 2004<br />

End of current term: 2012<br />

Director of Bank ten Cate & Cie N.V.<br />

Chairman of the Supervisory Board of Nyloplast N.V.<br />

Supervisory director of Nesbic Investment Fund<br />

Supervisory director of Pas Reform B.V.<br />

Supervisory director of Medisch Spectrum Twente<br />

Royal Ten Cate Annual Report <strong>2008</strong> 25


ENERGY SAVING. THE MOST NATURAL THING IN THE WORLD.<br />

26 AEROSPACE COMPOSITES<br />

As in the aviation industry, the automotive industry could benefit a lot<br />

if more composites were implemented. After all, composites are lighter<br />

than aluminium, stronger than steel and recyclable. This Twente One,<br />

the solar car of Solar Team Twente, is featherlight thanks to <strong>TenCate</strong><br />

composites. The sustainable vehicles attained speeds of up to<br />

126 kilometres per hour.


Thermoplast and thermoset materials, such as <strong>TenCate</strong> Thermo-Lite<br />

and <strong>TenCate</strong> Cetex, make a contribution to more sustainable transport.<br />

The car racing industry is already using these innovative materials<br />

extensively.<br />

Solar Team Twente, a student team of<br />

Twente University in the Netherlands,<br />

competed in the World Solar Challenge in<br />

Australia with its Twente One (21) solar car<br />

in October 2007. The team completed the<br />

journey, which is more than 3000 km long,<br />

finished in sixth place and was the technology<br />

and innovation winner thanks to the<br />

composite pivoting wing equipped with<br />

solar cells.<br />

In October 2009, the sun’s sustainable<br />

energy will be the focal point in Australia<br />

once again. A new team, a new Twente<br />

One – red this time, the proud colour of<br />

the Dutch region of Twente


Report of the Executive Board<br />

GENERAL<br />

<strong>TenCate</strong> was one of the best-performing listed<br />

companies in <strong>2008</strong>, amid a deteriorating<br />

stock market climate. At the same time, the<br />

fall in the share price during the year was no<br />

reflection on the good performance of<br />

<strong>TenCate</strong>. The global economy deteriorated<br />

sharply in the second half of the year.<br />

Although this had an effect on <strong>TenCate</strong>’s<br />

share price, the company continued to perform<br />

very well, delivering a satisfactory result<br />

of 35% growth in cash earnings.<br />

The intended strategic developments proceeded<br />

according to plan. The Advanced<br />

Textiles & Composites sector provides a<br />

strong foundation for profit growth. The synthetic<br />

turf activities are also well positioned.<br />

As stated previously, the process of improving<br />

the results of the Geosynthetics & Grass<br />

sector will proceed gradually. Despite the<br />

continuing recession in the United States, the<br />

<strong>TenCate</strong> Geosynthetics group showed good<br />

results.<br />

Numerous alliances were entered into with<br />

parties in the value chain were established. A<br />

growing awareness of quality and our<br />

advanced system approach fulfil a guiding<br />

role.<br />

28<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

<strong>TenCate</strong> is reasonably able to withstand the<br />

prevailing economic downturn around the<br />

world. Nevertheless, a degree of uncertainty<br />

has arisen in various value chains with regard<br />

to the availability of parts of public sector<br />

budgets. In addition, there is some reticence<br />

with regard to financing on the part of specific<br />

customers. This put some pressure on revenues<br />

and results in the second half of the<br />

year. On the other hand, within the limited<br />

public sector budgets priorities are being set<br />

which may have a positive effect on <strong>TenCate</strong>’s<br />

activities, such as investments in infrastructure<br />

in order to stimulate the economy.<br />

The rise in revenues during the year was<br />

strongly influenced by defence contracts. The<br />

lion’s share of our acquisitions in <strong>2008</strong> related<br />

to this market. <strong>TenCate</strong> was thus able to<br />

anticipate the growing demand for protection<br />

of personnel and materiel. The great success<br />

of <strong>TenCate</strong> Defender M was due to that. A<br />

large part of the revenues of <strong>TenCate</strong><br />

Protective Fabrics relate to defence. In view<br />

of the military modernisation programmes<br />

already announced, this market offers important<br />

prospects.<br />

<strong>TenCate</strong> Defender M sets the standard<br />

Despite less favourable external conditions,<br />

the Geosynthetics & Grass sector continued<br />

its rising trend. A positive aspect was the<br />

increase in the EBITA margin. It should be<br />

borne in mind that <strong>TenCate</strong> had to absorb part<br />

of the sharp increase in raw material costs in<br />

the first half of <strong>2008</strong>. The positive effect of<br />

the sharp decline in raw material costs in the<br />

fourth quarter of <strong>2008</strong> will be evident mainly<br />

in 2009. There is a strong seasonal pattern in<br />

this sector, particularly in synthetic turf,<br />

where market demand peaks during the summer<br />

months.<br />

<strong>TenCate</strong> succeeded in increasing its mediumterm<br />

finance in good time on attractive terms.<br />

The commitment runs for a residual term of<br />

three years.<br />

Attention was focused specifically on the<br />

trends in the profit of <strong>TenCate</strong>’s Dutch companies,<br />

particularly with regard to the trend in<br />

costs. This remains an important subject in<br />

2009. The leading global market positions and<br />

the favourable underlying market trends provide<br />

a strong foundation.<br />

<strong>TenCate</strong> Defender M fabrics have been selected as the standard material for flame-resistant combat uniforms for the American<br />

army and marine corps. New <strong>TenCate</strong> Defender M products are being developed continuously. The American army submits them<br />

to comprehensive wearing tests. <strong>TenCate</strong> Gen2 fabric is another successful product for military applications. As the biggest<br />

American manufacturer of protective fabrics, <strong>TenCate</strong> is able to respond quickly to the requirements of different army units, each<br />

with its own specific functional and qualitative properties. The company recently received an award for its performance from US<br />

military authorities.


COMMERCIAL DEVELOPMENTS<br />

Because there were signs at the beginning of<br />

the year of possible growing uncertainty in<br />

the market and a slowdown in growth in the<br />

global economy, the investment level was<br />

temporarily reduced. The emphasis was also<br />

placed on generating returns from the recent<br />

acquisitions and investments in production<br />

capacity and new technologies. <strong>TenCate</strong>’s<br />

markets are dominated by growth resulting<br />

from global trends and themes such as water<br />

management, energy saving and protection.<br />

As a continuation of our sale activities in<br />

Asia, important steps have been taken with<br />

regard to production activities. This emerging<br />

market will in the near future constitute an<br />

important pillar of growth for <strong>TenCate</strong>.<br />

On 17 July last year, the new synthetic turf<br />

system for Heracles Almelo was presented in<br />

the Polman Stadium jointly with <strong>TenCate</strong>’s<br />

synthetic turf partners. It is the latest development<br />

in synthetic turf systems for football.<br />

Recent research has shown that footballers<br />

highly rate the new pitch, which meets the<br />

highest standards of FIFA and UEFA. This new<br />

synthetic turf system has also attracted great<br />

interest in the United States. It can also be<br />

used effectively for sports other than football.<br />

BUY & BUILD<br />

<strong>TenCate</strong> achieved further success and<br />

progress with the implementation of its buy &<br />

build strategy during the reporting year. The<br />

lion’s share was achieved in the first half of<br />

<strong>2008</strong>. Our product-market-technology positions<br />

were further strengthened.<br />

The strategic themes of buy & build and fix-it<br />

/ exit will be of secondary importance in<br />

2009. We will focus on liquidity and concentrate<br />

on further margin improvement, particularly<br />

within the Geosynthetics & Grass sector,<br />

and on reducing working capital.<br />

FIX-IT / EXIT<br />

As a result of the general economic situation<br />

and the turmoil in the financial markets, it<br />

was not possible to pursue our fix-it / exit<br />

policy. A divestment of <strong>TenCate</strong> Enbi was not<br />

opportune. <strong>TenCate</strong> will continue to work<br />

towards the effective positioning of <strong>TenCate</strong><br />

Enbi as a reliable supplier in the international<br />

printer and copier market.<br />

FINANCIAL PERFORMANCE<br />

NET INCOME<br />

Net income amounted to € 51.1 million in<br />

<strong>2008</strong>. That is a rise of 10% compared to 2007<br />

(€ 46.4 million). The 2007 net income included<br />

a book profit of € 0.3 million on the divestment<br />

of operating companies, as well as<br />

exceptional income after tax of € 3.1 million in<br />

connection with a large real-estate transaction.<br />

Net income before amortisation and excluding<br />

the result on the divestment of operations and<br />

exceptional items (cash earnings) rose by 35%<br />

from € 46.6 million in 2007 to € 62.7 million in<br />

<strong>2008</strong>.<br />

As a result of the acquisitions during the<br />

reporting year, the amortisation of intangible<br />

fixed increased from € 3.6 million in 2007 to<br />

€ 11.6 million in <strong>2008</strong>.<br />

COMPOSITION OF THE COMPANY<br />

In line with the company’s strategy, the following<br />

companies were acquired in <strong>2008</strong>:<br />

◾ On 30 January <strong>2008</strong>: Composix Co. of<br />

Newark, Ohio (United States), a company<br />

operating in the field of vehicle armour.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 29


Analysis of <strong>2008</strong> results by sector <strong>2008</strong> 2007 Diff. Organic<br />

in millions of euros<br />

30<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

of which Acquisition/<br />

currency divestment<br />

Net sales<br />

Advanced Textiles & Composites 481.0 350.3 37% 8% – 4% 33%<br />

Geosynthetics & Grass 497.8 468.3 6% 5% – 4% 5%<br />

Technical Components / Holding & Services 53.8 67.4 – 20% – 16% – 2% – 2%<br />

1,032.6 886.0 17% 5% – 4% 16%<br />

Operating result before amortisation (EBITA)<br />

Advanced Textiles & Composites 61.5 40.2 53% 0% – 4% 57%<br />

Geosynthetics & Grass 37.8 30.4 24% 20% – 7% 11%<br />

Technical Components / Holding & Services – 3.9 2.4 *<br />

95.4 73.0 31% 0% – 5% 36%<br />

*<br />

Including an exceptional item of €4.1 million.<br />

Amortisation – 11.6 – 3.6<br />

Operating result (EBIT) 83.8 69.4 21%<br />

Net financial expenses – 13.7 – 11.3 21%<br />

Pre-tax result 70.1 58.1 21%<br />

Profit tax – 19.1 – 11.9 61%<br />

Result from ordinary operations after tax 51.0 46.2 10%<br />

Result from divested activities – 0.3<br />

Third party minority interest 0.1 – 0.1<br />

Net result 51.1 46.4 10%<br />

Road through the salt lake<br />

EBITA margins <strong>2008</strong> 2007<br />

Advanced Textiles & Composites 12.8% 11.5%<br />

Geosynthetics & Grass 7.6% 6.5%<br />

Consolidated 9.2% 8.2%<br />

Two projects were realised in Algeria using <strong>TenCate</strong> geosynthetics. One of these is the construction of a 13 kilometre access road<br />

through Chott el Hodna, a salt lake between Mcif and Ain Khadra. The salt lake has an inadequate substrate. In winter, the lake is<br />

one meter deep; in summer, the soil is covered entirely with a layer of salt due to evaporation. Thanks to the expertise of <strong>TenCate</strong><br />

Geosynthetics and the collaboration with the company creating the specifications, the builders decided against digging – which<br />

would have required a huge investment in terms of time and money. <strong>TenCate</strong> supplied <strong>TenCate</strong> 300,000 m² <strong>TenCate</strong> Bidim® and<br />

252,000 m² <strong>TenCate</strong> Miragrid® for the foundation of the road.


◾ On 12 March <strong>2008</strong>: YLA inc and the 100%<br />

subsidiary CCS Composites inc of Benicia,<br />

California (United States), operating in<br />

the manufacture of composite materials<br />

for aerospace and industrial applications.<br />

◾ On 14 March <strong>2008</strong>: Xennia Technology ltd<br />

(75% interest) of Cambridge (United<br />

Kingdom), operating in the development<br />

of industrial applications of inkjet technology.<br />

◾ On 14 May <strong>2008</strong>: Edel Grass bv (50%<br />

interest) of Genemuiden (Netherlands), a<br />

marketing organisation and installer of<br />

synthetic turf sports pitches. This company<br />

is proportionally consolidated.<br />

◾ On 16 August <strong>2008</strong>: <strong>TenCate</strong> – Union<br />

Protective Fabrics Asia ltd (50.65% interest)<br />

of Bangkok (Thailand), a producer of<br />

fabrics for protective clothing.<br />

REVENUES<br />

Net revenues rose by 17% in <strong>2008</strong>, including<br />

5% on an organic basis. The currency effect<br />

on revenues amounted to –4% and was<br />

caused principally by a decline in the average<br />

rate of the US dollar and related currencies.<br />

The bulk of the revenue growth was accounted<br />

for by the Advanced Textiles & Composites<br />

sector. Revenue growth in this sector amount-<br />

ed to 37%, including 33% as a result of acquisitions<br />

(Composix, YLA/CCS, Xennia and<br />

<strong>TenCate</strong> – Union Protective Fabrics Asia ltd).<br />

The Geosynthetics & Grass sector recorded<br />

revenue growth of 6%. This growth was<br />

mainly due to the Grass activities. The organic<br />

sales growth in the sector amounted to 5%,<br />

with a currency effect of –4%.<br />

The 5% acquisition effect concerns the proportional<br />

consolidation (50%) of Edel Grass<br />

and the full-year consolidation of <strong>TenCate</strong><br />

Thiolon Middle East compared to nine months<br />

in 2007.<br />

The revenues of <strong>TenCate</strong> Enbi declined by<br />

20%. It was not possible to win new projects<br />

in time to offset the termination of a number<br />

of major customer contracts.<br />

OPERATING INCOME BEFORE AMORTISATION<br />

(EBITA)<br />

Operating income before amortisation (EBITA)<br />

rose by 31% in <strong>2008</strong> from € 73.0 million to<br />

€ 95.4 million. Excluding the exceptional item<br />

of € 4.1 million in 2007, there was a rise of<br />

38%. 36% of the EBITA growth was due to<br />

acquisitions, including a particularly large<br />

contribution from Composix.<br />

The Advanced Textiles & Composites sector<br />

recorded EBITA growth of 53%, including 57%<br />

as a result of acquisitions. The 0% organic<br />

EBITA growth was due to an increase in the<br />

American activities and a decrease in profits<br />

from activities in Europe.<br />

The Geosynthetics & Grass sector generated<br />

EBITA growth of 24%. This growth arose in<br />

both the Geosynthetics and the Grass activities.<br />

On an organic basis, the EBITA growth<br />

amounted to 20%.<br />

The results of the Geosynthetics group came<br />

under pressure from start-up costs for the<br />

new plant at Zhuhai (China) and the contraction<br />

of the US market. These effects were<br />

offset, however, by cost measures in companies<br />

in the United States and further earnings<br />

growth in the activities in South-East Asia.<br />

The Grass businesses began using new production<br />

lines during in Dayton (United States)<br />

and Dubai during the year. As a result, the<br />

company now has sufficient production capacity<br />

to meet the growing market demand in the<br />

short term.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 31


The reduction in the EBITA of the Technical<br />

Components / Holding & Services sector is<br />

closely related to the aforementioned exceptional<br />

item of € 4.1 million in 2007, the decline<br />

in the revenues and results of <strong>TenCate</strong> Enbi<br />

and the recognition of a reorganisation provision<br />

at <strong>TenCate</strong> Enbi in <strong>2008</strong>.<br />

The EBITA margin rose to 9.2% (2007: 8.2%).<br />

RAW MATERIAL COSTS<br />

Raw material costs as a percentage of revenues<br />

rose from 52% to 54%. This rise was<br />

mainly due to the changed composition of revenues.<br />

The Geosynthetics & Grass sector in<br />

particular had to contend with wide fluctuations<br />

in prices of the main raw materials (polyethylene,<br />

polypropylene). These prices are<br />

strongly correlated with the price of crude oil.<br />

From January to August <strong>2008</strong>, prices rose<br />

strongly. They then fell back steeply in the<br />

final part of the year.<br />

32<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

PERSONNEL COSTS<br />

Personnel costs in <strong>2008</strong> amounted to 18% of<br />

revenues, a decrease of two percentage<br />

points compared to 2007 (20%). This decrease<br />

was a result of the changed composition of<br />

the company and efficiency improvements in<br />

a number of businesses.<br />

TAXES<br />

The tax rate rose from 20.5% to 27.3%. Key<br />

factors were the change in the geographic<br />

origin of profits. Partly as a result of acquisitions,<br />

a larger proportion of profit was generated<br />

in the United States, where the tax rate<br />

is relatively high.<br />

In addition, the tax charge was favourably<br />

impacted by non-recurring tax income relating<br />

to previous years.<br />

C1000 personnel in orange and black<br />

WORKING CAPITAL<br />

Working capital increased by € 52 million in<br />

<strong>2008</strong> from € 210 million to € 262 million.<br />

Working capital at end<br />

of 2007 € 210.3 million<br />

(84 days)<br />

Effect of exchange rate<br />

differences € 5.8 million<br />

Effect of acquisitions<br />

(divestments) € 12.9 million<br />

Organic change € 33.0 million<br />

Total at end of <strong>2008</strong> € 262.0 million<br />

(90 days)<br />

INVESTMENTS<br />

In <strong>2008</strong>, € 48.0 million was invested (2007:<br />

€ 62.9 million), compared to depreciation and<br />

amortisation of € 42.3 million.<br />

Major expenditure related to:<br />

◾ the construction of a geosynthetics plant<br />

at Zhuhai (China);<br />

◾ the expansion of the number of production<br />

lines in the synthetic turf plants at<br />

Dayton (US) and Dubai;<br />

◾ expansion investments for the Aerospace<br />

& Armour Composites activities in the<br />

Netherlands and the United States.<br />

Employees of C1000, the Dutch supermarket chain, are currently being fitted for an all-new uniform. Two qualities of <strong>TenCate</strong><br />

Tecawork represent the basis for the new clothing range. The new uniform is a part of the transition towards the new, fourth<br />

generation of stores. Many of the approximately 30,000 employees already wear the new clothing range, which was developed in<br />

close collaboration with C1000 owner Schuitema. It is ‘an exclusive design’ that complies with all of the quality standards and<br />

uses the new corporate colours, orange and black. The clothing range will be used for a period of seven to ten years.


CASH FLOWS AND FINANCING<br />

The acquisitions in the first months of <strong>2008</strong><br />

led to an increased financing requirement.<br />

This was met by increasing the existing syndicated<br />

bank facility from € 250 million to € 400<br />

million.<br />

Net interest-bearing debt increased from<br />

€ 230.4 million at the end of 2007 to € 331.1<br />

million at the end of <strong>2008</strong>. In spite of this, the<br />

covenants entered into with the banks were<br />

complied with.<br />

The ratio of net interest-bearing debt to<br />

EBITDA (bank definition) amounted to 2.61 at<br />

the end of <strong>2008</strong>.<br />

Group equity at the end of <strong>2008</strong> stood at<br />

€ 372 million, with a solvency ratio of 41.8%<br />

(2007: 43.0%).<br />

SWOT ANALYSIS<br />

Previous annual reports have included a<br />

detailed SWOT analysis has been included.<br />

The following pages contain a summary of the<br />

main changes in the positions and the specific<br />

developments that have taken place with<br />

regard to this analysis.<br />

RISK MANAGEMENT<br />

There are risks associated with the business<br />

strategy. External economic factors, unpredictability<br />

of market developments, calamities<br />

and human factors can impede the achievement<br />

of business objectives. <strong>TenCate</strong> strives<br />

to control the achievement of strategic and<br />

operational objectives as effectively as possible.<br />

To that end, <strong>TenCate</strong> has access to appropriate<br />

risk management and control measures.<br />

As a result of these:<br />

◾ the main risks are identified in time and<br />

remain limited to an acceptable level;<br />

◾ there is a reasonable degree of certainty<br />

that the financial reporting contains no<br />

material misstatements;<br />

◾ the applicable regulations and legislation<br />

are complied with.<br />

The market areas in which <strong>TenCate</strong> operates<br />

– protective fabrics, aerospace, antiballistics,<br />

geotextiles, synthetic turf and technical components<br />

– entail specific strategic and commercial<br />

risks. In most cases, <strong>TenCate</strong> pursues<br />

these activities on four continents, each with<br />

its own dynamics. <strong>TenCate</strong> is therefore not<br />

part of a monoculture. Consequently, none of<br />

the risks detailed below will have a dominant<br />

influence.<br />

A number of specific significant risks applying<br />

to <strong>TenCate</strong> have been identified. The summary<br />

of the main specific risk areas below is not<br />

exhaustive. It is possible that risks which<br />

have not currently been identified or which<br />

are not seen as material will subsequently<br />

have a significant negative effect on<br />

<strong>TenCate</strong>’s ability to achieve its business<br />

objectives. The risk management and control<br />

measures are aimed at timely identification of<br />

these risks.<br />

MARKET RISKS<br />

Market<br />

The market risks differ depending on the market<br />

segment. In some segments, such as base<br />

fabrics for professional wear, there is intensive<br />

competition and high price elasticity.<br />

In addition, production of less distinctive<br />

products is gradually shifting to Asia.<br />

In other market segments, such as safety fabrics,<br />

antiballistics, geotextiles and artificial<br />

grass, <strong>TenCate</strong> has a technological lead, in<br />

many cases with associated market leadership.<br />

To be continued on page 37 ▶ ▶<br />

Royal Ten Cate Annual Report <strong>2008</strong> 33


SWOT analysis<br />

TENCATE’S STRENGTHS<br />

<strong>TenCate</strong> owes its strong position in the strategic<br />

markets on a global scale primarily to<br />

the know-how which it has developed in the<br />

specialist markets and the broad technological<br />

basis, both through organic growth and inhouse<br />

research & development and through<br />

acquisitions.<br />

In past years, <strong>TenCate</strong> has succeeded in<br />

securing positions in respective value chains<br />

that have given the company leading positions<br />

in terms of market share. <strong>TenCate</strong> has striven<br />

continuously for critical mass in order to<br />

achieve a balanced position principally<br />

between the suppliers (input side) and the<br />

often large parties in end-markets (output<br />

side), among which <strong>TenCate</strong> occupies a distinctive<br />

position.<br />

Size is not the only important factor. Specialist<br />

markets mainly demand solutions for complex<br />

requirements (specifications) from the market<br />

in the field of functional materials. <strong>TenCate</strong> is<br />

increasingly solution-focused and is shifting<br />

the market approach from a product-based<br />

philosophy to a system approach.<br />

34<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

POINTS FOR IMPROVEMENT<br />

Partly as a result of product life cycles, there<br />

is a continuing risk that a product will become<br />

a commodity, replacement products will<br />

appear and margins will decline. <strong>TenCate</strong> protects<br />

itself against this by continuously placing<br />

cost control high on its agenda. In addition,<br />

product differentiation is one of the<br />

cornerstones of its policy. This means that the<br />

company works continuously to develop products<br />

and expand the portfolio.<br />

The positioning of the corporate brand and its<br />

values, in which the quality and performance<br />

of <strong>TenCate</strong> products form an important part,<br />

is a means of increasing the recognition and<br />

familiarity of <strong>TenCate</strong> products within the<br />

context of end-user marketing. This is a continuous<br />

process, in which acquired companies<br />

are also included.<br />

It was previously stated that <strong>TenCate</strong> is still<br />

underrepresented in the Asian market.<br />

Although the demand for high-grade functional<br />

materials on the whole has not yet<br />

increased to the level of the United States<br />

and Europe, strong growth is nevertheless<br />

being recorded. In <strong>2008</strong>, <strong>TenCate</strong> increased<br />

its position in Asia in the field of geosynthetics<br />

and protected fabrics. This development<br />

will be continued in the years ahead.<br />

OPPORTUNITIES<br />

<strong>TenCate</strong> plays an important role in Europe<br />

with regard to research and development in<br />

smart textiles. Digital processing based on<br />

inkjet technology (Xennia) also offers considerable<br />

opportunities. Due to the large number<br />

of developments in the field of standards,<br />

specifications, etc. and technological developments,<br />

it was decided to manage both corporate<br />

technology and corporate development<br />

on a central level.<br />

The increasing concern for sustainability,<br />

safety and protection is positive for the markets<br />

in which <strong>TenCate</strong> operates. An example<br />

of this is the geosynthetics used in infrastructure<br />

projects. These enable substantial savings<br />

in environmental costs and reductions in<br />

harmful environmental impacts, such as disruption<br />

to the environment, as well as lower<br />

transport costs for construction materials.<br />

THREATS<br />

The purchasing side and scarcity of certain<br />

raw materials (e.g. synthetic fibres) remains a<br />

point of attention. The dependence has nevertheless<br />

decreased as a result of acquisitions<br />

and the growth of <strong>TenCate</strong> over the past<br />

few years. Moreover, as a result of the gener-


al economic situation, there is no longer any<br />

scarcity of raw materials. Such a situation is<br />

not expected to recur in the near term, partly<br />

having regard to capacity expansions which<br />

have taken place in the past.<br />

On the purchase side, the very sharp rises in<br />

prices of PE and PP had a substantial impact<br />

on margins. There are few effective ways to<br />

hedge against these wide movements effectively<br />

in the market, but where possible<br />

<strong>TenCate</strong> revises its contractual relationships<br />

with customers and suppliers in order to build<br />

in greater flexibility.<br />

CHALLENGES FOR TENCATE<br />

The situation with regard to the challenges<br />

referred to previously is stated below.<br />

◾ Knowledge protection / patent position<br />

The central position of corporate technology<br />

underlines the importance of knowledge<br />

protection and the patent position.<br />

For each market group, a Technology Road<br />

Map is drawn up which serves as a basis<br />

for product and market development.<br />

◾ System approach<br />

A continuing focus is our system<br />

approach, which plays a role in all of the<br />

areas in which <strong>TenCate</strong> operates. A functionality<br />

usually operates not in isolation<br />

but as part of a system. <strong>TenCate</strong> products<br />

form an inseparable part of it. This development<br />

requires more intensive co-operation<br />

with third parties (joint venture, outsourcing<br />

of operations, etc.) and in some<br />

situations other technologies may be<br />

required to operate as an integrated system.<br />

It is possible that new networks of<br />

companies will arise in future which market<br />

certain systems.<br />

◾ Conceptual (system) approach in the field<br />

of synthetic turf sports applications<br />

The synthetic turf market is potentially a<br />

worldwide growth market, in which a<br />

growth rate of 15% is achievable.<br />

However, synthetic turf is not a generic<br />

product but must be adapted to the specific<br />

use, the local situation and climate<br />

conditions.<br />

The joint ventures which <strong>TenCate</strong> has<br />

entered into in the synthetic turf market<br />

form a basis for a more conceptual<br />

approach to the synthetic turf market.<br />

This process takes several years, because<br />

the market also has to develop the distinctive<br />

capability. A good performance of<br />

a sports pitch over a number of years is<br />

not a basic requirement that can be<br />

achieved with an arbitrary selection of<br />

components. In addition to good quality in<br />

the end-product, increasing co-operation<br />

is required in installation and maintenance<br />

in order to achieve optimum playing<br />

conditions over many years. The cooperation<br />

with partners in the market<br />

must support this development.<br />

◾ Growth potential in Asia and emerging<br />

markets<br />

Following the start-up of the new production<br />

facility for geosynthetics in Zhuhai<br />

(China) and the joint venture for protective<br />

fabrics in Thailand, <strong>TenCate</strong>’s presence<br />

in Asia will be further enhanced. The<br />

relative share of revenues from Asia is<br />

expected to increase considerably in the<br />

years ahead.<br />

◾ Reduction of dependence on oil products<br />

<strong>TenCate</strong> has begun development work in<br />

biopolymers with third parties. This<br />

project is taking place within the framework<br />

of the Regional Innovation Platform<br />

in Twente in the Netherlands.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 35


◾ Links to other industrial sectors<br />

36<br />

Two developments can be cited with<br />

regard to new applications for <strong>TenCate</strong><br />

materials,. With the acquisition of<br />

Phoenixx (composites), <strong>TenCate</strong> has<br />

gained access to UD technology, which<br />

can be used to produce composite pipelines<br />

for oil and gas extraction. <strong>TenCate</strong><br />

has entered into a joint venture in this<br />

field with the Dutch company Airborne<br />

Composite Tubulars. In addition, Xennia is<br />

working with other companies in order to<br />

market the developed technologies in<br />

industrial sectors other than the textile<br />

sector. A commercial breakthrough was<br />

achieved in the field of coating (printing)<br />

of ceramic interior tiles.<br />

The combination of <strong>TenCate</strong>’s strengths/<br />

opportunities and possible threats/risks creates<br />

possibilities for action.<br />

◾ Exploitation of scale benefits and worldwide<br />

presence in the purchasing market.<br />

The ending of scarcity strengthens the<br />

position in this market.<br />

◾ Wider use of available knowledge and<br />

patent positions, with a greater degree of<br />

international cooperation in R&D.<br />

◾ Co-operation with third parties and open<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

innovation lead to shorter time to market<br />

and faster market acceptance.<br />

◾ The system approach and greater interaction<br />

within the value chain in the synthetic<br />

turf market raise quality and lead to<br />

greater appreciation of performancerelated<br />

characteristics among end-users.<br />

The system approach and new technological<br />

developments lead to higher added<br />

value in the synthetic turf system.<br />

◾ The system approach is an effective<br />

means of shortening a product lifecycle<br />

as a result of commoditisation.<br />

◾ The broadening of the geographic coverage<br />

(Asia) reduces the general market<br />

risk. An example of this is the sluggish<br />

market for geosynthetics materials in the<br />

US and a strong, growing market in Asia.<br />

Seasonal patterns are also smoothed out.


▶ ▶ Continued from page 33<br />

This provides no guarantee for the future.<br />

Products which reach the end of their life<br />

cycle must be succeeded in good time by new,<br />

improved and distinctive versions.<br />

Protection and patenting of intellectual property<br />

strengthens the unique positions of the<br />

products.<br />

End-user marketing provides pull effects, as a<br />

result of which the value chain is controlled<br />

more effectively and distinctive ability is<br />

rewarded by the market.<br />

There are also markets which feature longterm<br />

development programmes, such as the<br />

aerospace market. Growth in revenues is<br />

protected by qualification processes. A precondition<br />

is that <strong>TenCate</strong> continues to adhere<br />

to the quality guidelines specified by the customers.<br />

Macroeconomic developments<br />

Macroeconomic developments have an influence<br />

on the level of demand for <strong>TenCate</strong>’s<br />

products. That also applies to the current economic<br />

crisis. The revenues of some market<br />

groups and product-market-technology combinations<br />

is directly impacted by the level of<br />

economic activities among industrial companies<br />

and end-users. An important factor is<br />

‘Synthetic turf owns the future’<br />

government expenditure in the major countries.<br />

The demand for protective fabrics and<br />

antiballistics is controlled by public sector<br />

bodies, in particular defence forces and fire<br />

brigades.<br />

Demand for geotextiles and synthetic turf<br />

products is driven by public sector investments<br />

in infrastructure and sports facilities.<br />

Factors which determine government policy in<br />

the above markets include security policy and<br />

economic growth. Strong commercial networks<br />

and the associated information provision<br />

make it possible to anticipate government<br />

plans promptly and efficiently.<br />

As a result of flexibility in cost structures, it<br />

is possible to compensate for the consequences<br />

of a certain degree of reduction in<br />

demand. This flexibility is achieved among<br />

other things by flexible deployment of labour<br />

and partial outsourcing in some market<br />

groups.<br />

Raw materials<br />

A limited number of raw materials determine<br />

a large part of the materials consumed by the<br />

<strong>TenCate</strong> companies. This concerns in particular<br />

cotton, aramid fibres and various gradations<br />

of polyethylene and polypropylene.<br />

Prices in the commodity market may fluctuate<br />

FIFA, the world football organisation, is a strong advocate of synthetic turf. Football on synthetic turf owns the future. It makes the<br />

game faster, more attractive and safer. ‘Synthetic turf fields have many benefits: the field is always perfectly green; the game is<br />

sped up and the passes are more accurate thanks to the field’s regularity. Technically talented and physically strong players have<br />

equal changes. Synthetic turf fields can be used more often and offer a greater number of options for use. The field is not damaged<br />

by bad weather and the maintenance, which is vital to maintain synthetic turf fields in top condition, is less costly than for natural<br />

grass fields.’<br />

widely. The price of plastics is determined<br />

partly by the oil price, but in particular by<br />

shortages or surpluses in the market.<br />

Price rises can be passed on to customers<br />

with a time lag of one to six months. The<br />

same applies to price reductions. In some<br />

cases an automatic price adjustment clause is<br />

included in customer contracts.<br />

In the case of super-strength or fire-resistant<br />

armour fibres, regular shortages occur or<br />

a strong dependence develops on a single<br />

supplier. In such situations suitable agreements<br />

have been entered into with the supplier.<br />

<strong>TenCate</strong> operating companies will<br />

increasingly take part jointly in negotiations<br />

with major suppliers, in order to achieve optimum<br />

conditions in terms of price, quality and<br />

delivery reliability.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 37


FINANCIAL RISKS<br />

Currency<br />

Approximately 36% of <strong>TenCate</strong>’s revenues are<br />

denominated in euros. The main currency risk<br />

incurred by Ten Cate is in respect of the US<br />

dollar (47% of sales) and a number of more or<br />

less dollar-related currencies such as the<br />

Hong Kong, Singapore and Australian dollar,<br />

the Chinese renminbi and the dirham (Dubai).<br />

With regard to currencies, we draw a distinction<br />

between competition, transaction and<br />

translation risk. The competition risk concerns<br />

the changing competitive position vis-à-vis<br />

competitors in areas with a different currency.<br />

This risk is hedged over the subsequent six<br />

months by means of options. Thereafter a<br />

permanent answer must be found to the new<br />

situation. Transactions in foreign currencies<br />

are immediately hedged by means of futures<br />

or options. These are mainly transactions by<br />

European operating companies denominated<br />

in US dollars and British pounds.<br />

Since foreign operating companies, particularly<br />

those using US dollars and related currencies,<br />

make an important profit contribution<br />

to the company’s results, these, these translation<br />

risks are hedged. If possible, they are<br />

38<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

offset by means of opposite positions with<br />

regard to competitive risk.<br />

Interest<br />

The company’s financing is fairly centralised.<br />

The risk of interest rate rises is in principle<br />

hedged 90% for the following year and 75%<br />

and 50% for the subsequent years, taking into<br />

account the expected interest rate trends.<br />

The preference is to use caps for this purpose.<br />

The impact of the change in value of financial<br />

instruments on the company’s results is mitigated<br />

as far as possible by the use of hedge<br />

accounting.<br />

Pension provisions<br />

<strong>TenCate</strong> has placed the pension provision for<br />

Dutch employees with Stichting Pensioenfonds<br />

Koninklijke <strong>TenCate</strong>. This average salary<br />

scheme is designated as ‘defined benefit’ in<br />

accordance with IFRS reporting rules. A sharp<br />

fall in prices on international securities<br />

exchanges could lead to a decrease in the<br />

value of the pension fund’s investments. The<br />

result of this and of interest rate developments<br />

may be that the provision for pension<br />

liabilities on the Royal Ten Cate balance sheet<br />

increases under the new IFRS guidelines. The<br />

pension fund has taken measures itself within<br />

its investment policy, partly as a result of the<br />

Financial Assessment Framework (including<br />

interest rate risk management), involving a<br />

reduction in the risk profile.<br />

The company has concluded an implementation<br />

contract with Stichting Pensioenfonds<br />

Koninklijke <strong>TenCate</strong>, under which the financial<br />

contribution remains limited to an average<br />

contribution. This moves within an agreed<br />

range depending on the financial situation of<br />

the fund.<br />

In the other countries there are defined contribution<br />

schemes in the vast majority of<br />

cases.<br />

ORGANISATIONAL AND LEGAL RISKS<br />

<strong>TenCate</strong> is involved in various legal proceedings<br />

resulting from normal business operations.<br />

In the proceedings between United<br />

Fabrics and <strong>TenCate</strong>, which began in 2000<br />

and have been reported on previously, The<br />

Supreme Court issued a judgment on 7 April.<br />

Part of the claim, based on a commercial alliance,<br />

was dismissed. With regard to the<br />

remainder of the claim, relating to a management<br />

alliance, the other party has been<br />

instructed to demonstrate the damage suf-


fered. A bank guarantee issued by us expired<br />

in <strong>2008</strong>, increasing the likelihood of a favourable<br />

outcome.<br />

Environment<br />

<strong>TenCate</strong>’s environmental policy is based on<br />

limiting any impact on the environment as far<br />

as possible. Regular checks are carried out<br />

both by the holding company and by the managements<br />

of operating companies and measures<br />

are taken to avoid environmental risks.<br />

Textile finishing in particular may involve the<br />

use of chemicals which must be covered by<br />

guarantees. The waste water from textile finishing<br />

in the Netherlands and the United<br />

States is treated in the company’s own water<br />

treatment plants.<br />

<strong>TenCate</strong> considers that the environmental<br />

risks have been limited as fully as possible.<br />

Environmental coordinators have been<br />

appointed at local level who are familiar with<br />

the specific situation and implement local legislation<br />

and regulations accordingly.<br />

<strong>TenCate</strong> Industrial Zhuhai<br />

Product development<br />

Product development is the lifeline for the<br />

years ahead. It must be managed with care. If<br />

products are brought to market too early, this<br />

can result in teething troubles, recalls and<br />

damage. On the other hand, if the time-tomarket<br />

is too long, <strong>TenCate</strong> will lose a large<br />

part of its competitive advantage. The product<br />

development process has been structured<br />

in accordance with strict procedures and criteria.<br />

Production and product liability<br />

<strong>TenCate</strong> has various small- to medium-scale<br />

production processes, for example involving<br />

fewer than 100 employees. Where there is a<br />

relatively low degree of production automation<br />

there is a higher risk of human error.<br />

Incidents in production can never be ruled<br />

out.<br />

These may lead to a loss of quality in the endproducts,<br />

claims from customers or even a<br />

temporary halt in the production process.<br />

However, <strong>TenCate</strong> carries out preventive<br />

inspections of its products and almost all<br />

plants are ISO-certified. Control of production<br />

processes and quality management are important<br />

priorities in order to avoid product claims.<br />

The official opening of <strong>TenCate</strong> Industrial Zhuhai occurred on 13 June <strong>2008</strong>. It is the biggest <strong>TenCate</strong> manufacturing plant in the<br />

Pacific and the most important investment of <strong>TenCate</strong> in Asia to date. It will be able to respond to the great demand for geosyn-<br />

thetics in China, the rest of Asia and Australasia. Part of its production will be exported to the Middle East and the US. The plant<br />

operates weaving machines for polypropylene and polyester based geotextiles. It also contains four extrusion lines. Most of the<br />

textiles produced will be delivered to <strong>TenCate</strong> Geosynthetics. The remainder is intended for <strong>TenCate</strong> Industrial Fabrics (trampoline<br />

fabric in particular).<br />

In that context, terms and conditions of sale<br />

have been standardised as far as possible.<br />

Management and personnel<br />

<strong>TenCate</strong>’s organisation strategy is based on a<br />

decentralised model. The group directors and<br />

operating company managements determine<br />

the company policy to a large extent independently<br />

and take entrepreneurial decisions.<br />

Not having the right man or woman in the<br />

right place can result in an operating company<br />

rapidly losing its lead or even falling behind<br />

its competitors. For this reason the selection<br />

criteria for new management personnel have<br />

been tightened up, with an assessment forming<br />

part of the key management recruitment<br />

procedure.<br />

Another risk is dependence on key officers,<br />

often with an R&D or market background. It is<br />

necessary to ensure that this expertise is<br />

retained and shared across the organisation.<br />

This is achieved by guaranteeing knowledge.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 39


CONTINUITY OF INFORMATION PROVISION<br />

Each operating company has its own systems<br />

for control and transaction processing in the<br />

main operating processes. Systems for communication<br />

and generic workplace automation<br />

are implemented to a large extent centrally.<br />

Disruptions to these systems can impede<br />

operating processes. The risks are limited as<br />

far as possible by means of information security<br />

and fallback procedures. The operation of<br />

these facilities is tested periodically.<br />

Risk management and control system<br />

The overall risk management and control<br />

measures are based on a number of key elements.<br />

MANAGEMENT ENVIRONMENT<br />

The company strives for a culture of openness,<br />

integrity, professionalism, enthusiasm,<br />

efficiency and respect. Core values are entrepreneurship,<br />

innovation and a focus on<br />

results.<br />

Every employee is made aware of these cultural<br />

elements and the obligation to comply<br />

with all applicable legislation and regulations.<br />

40<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

The Integrity Code and the Confidential<br />

Adviser Scheme set out the general rules of<br />

conduct with which employees must comply.<br />

ORGANISATION<br />

<strong>TenCate</strong>’s organisational structure is based<br />

on providing support for a co-operation structure<br />

in which each person’s responsibilities<br />

are clearly defined and performances are<br />

measurable.<br />

This is reflected in a group structure in which<br />

groups and operating companies bear responsibility<br />

for results. The group managements<br />

determine the group strategy, promote consistency<br />

and synergy and are responsible for<br />

exploiting the market positions in the value<br />

chain.<br />

Central management support departments in<br />

the company with functional responsibilities<br />

contribute to the co-ordination.<br />

The above objectives are facilitated by a<br />

number of Group procedures, including the<br />

<strong>TenCate</strong> Accounting Manual.<br />

Managements of operating companies are<br />

controlled on the basis of a formalised planning<br />

and control cycle.<br />

INFORMATION PROVISION,<br />

COMMUNICATION AND PROCESS<br />

MONITORING<br />

Systems for internal information provision<br />

and communication are primarily aimed at giving<br />

employees and managers appropriate<br />

information for their own areas of responsibility.<br />

A whistleblowers scheme and a complaints<br />

scheme enable employees to inform<br />

the company management about undesirable<br />

situations.<br />

It is important to maintain direct contact<br />

between the Executive Board, group managements<br />

and operating company directors.<br />

Direct discussion takes place regularly,<br />

depending on the matter at hand. More formally,<br />

extensive monthly reporting takes<br />

place and the performance, results, outlook<br />

and certain facets of risk management are<br />

discussed once each quarter. Risk management<br />

also forms part of the consultation with<br />

the Financial Committee of the Supervisory<br />

Board.<br />

MANAGEMENT ACTIVITIES<br />

Risk management is a responsibility of the<br />

management at all levels. All managers and<br />

controllers sign a twice-yearly letter of repre-


sentation on the financial reporting/internal<br />

control.<br />

All financial regulations are included in the<br />

<strong>TenCate</strong> Accounting Manual. The managements<br />

and controllers of the operating companies<br />

declare in respect of all their reports<br />

that the results have been compiled in accordance<br />

with this manual.<br />

Each year the external auditors assess the<br />

structure and operation of the administrative<br />

organisation and internal control, to the<br />

extent relevant to the auditing of the financial<br />

statements. They report on this to the management,<br />

the Executive Board and the<br />

Supervisory Board.<br />

Where risks are insurable, such as for fire and<br />

loss of profits and third-party and product liability,<br />

they are laid off to insurers. The balance<br />

between insurance cover, premium levels<br />

and own risk is reassessed each year.<br />

Regular inspections and follow-up increase<br />

the continuity of the business processes,<br />

reduce production outages and lead to lower<br />

risk costs. Damage prevention and preventive<br />

investments improve the risk profile.<br />

<strong>TenCate</strong> Active 2 online<br />

EVALUATION OF RISK MANAGEMENT AND<br />

CONTROL SYSTEMS<br />

The Executive Board is of the opinion that:<br />

◾ the risk management and control systems<br />

provide a reasonable degree of certainty<br />

that the financial reporting is free of<br />

material misstatements;<br />

◾ the risk management and control systems<br />

have operated correctly in the reporting<br />

year;<br />

◾ there are no indications that the risk management<br />

and control systems will not<br />

operate correctly during the current year.<br />

However well designed our internal risk management<br />

and control systems are, they can<br />

never provide absolute certainty that objectives<br />

in the field of strategy, operation,<br />

reporting and compliance with laws and rules<br />

will always be achieved. In taking decisions<br />

we are aware that:<br />

◾ human errors of judgement may arise;<br />

◾ cost/benefit assessments are always<br />

made when accepting risks and taking<br />

control measures;<br />

◾ human failings and even simple errors or<br />

mistakes can have major consequences;<br />

◾ conspiracies by officials can lead to circumvention<br />

of internal control measures;<br />

<strong>TenCate</strong> is a learning organisation, which is why the company invests continuously in the knowledge and skills of its employees.<br />

The first version of the <strong>TenCate</strong> Active programme was concluded towards the end of 2007. In mid-<strong>2008</strong>, a number of employees<br />

of <strong>TenCate</strong> companies in the US and Europe – potential leaders – enrolled in the second edition of the <strong>TenCate</strong> Active programme.<br />

Once again, the programme focuses on increasing the employees’ understanding of the <strong>TenCate</strong> strategy, the translation to tactics<br />

and operations, refining their competencies (innovative ability, entrepreneurship and leadership), and the execution of innovation<br />

projects.<br />

◾ the management of parts of the company<br />

can permanently or temporarily negate<br />

agreements made with the Executive<br />

Board.<br />

This statement should not be interpreted as<br />

being a statement in accordance with the<br />

requirements of section 404 of the Sarbanes<br />

Oxley Act in the United States, which does<br />

not apply to Royal Ten Cate.<br />

INFORMATION TECHNOLOGY<br />

DEVELOPMENTS IN <strong>2008</strong><br />

A policy was formulated in <strong>2008</strong> for the<br />

organisation and further standardisation of<br />

generic ICT services, including e-mail and<br />

services for the ICT infrastructure. The IT<br />

organisation for corporate applications was<br />

strengthened.<br />

A number of operating companies have<br />

migrated from the traditional analogue telephony<br />

systems to the use of computer networkbased<br />

(VoIP) technology combined with the<br />

integration of e-mail, fax and chat functionality<br />

(unified messaging).<br />

Royal Ten Cate Annual Report <strong>2008</strong> 41


Good progress was made in <strong>2008</strong> with the<br />

global roll-out of the <strong>TenCate</strong>’s worldwide<br />

network (global active directory). Active<br />

directory enables managers to manage the<br />

policy (rights, domains and settings) in the<br />

network of an entire company.<br />

The ERP implementation within <strong>TenCate</strong><br />

Protective Fabrics USA was completed at the<br />

end of <strong>2008</strong>. In the new <strong>TenCate</strong><br />

Geosynthetics plant in Zhuhai (China), an ERP<br />

package was implemented which is aligned<br />

with that of the other Asian companies of<br />

<strong>TenCate</strong> Geosynthetics.<br />

PLANS FOR 2009<br />

Global active directory will also be implemented<br />

in the US companies in 2009, thereby<br />

completing the roll-out.<br />

A single shared service centre will be established<br />

in each region (United States, Europe,<br />

Asia) in the years ahead. A shared service<br />

centre is unit within the organisation which<br />

has responsibility for results, operates on the<br />

basis of a contract (service level agreement)<br />

and provides specialised services within the<br />

organisation. The shared service centre for<br />

Europe began operating on 1 January 2009.<br />

Organisationally, it is within the purview of<br />

the corporate information manager.<br />

42<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

Preparations are being made for the creation<br />

of a shared service centre in the United States<br />

in 2009.<br />

The standardisation of ERP systems in each<br />

group will be continued.<br />

HUMAN RESOURCES MANAGEMENT<br />

HUMAN RESOURCES POLICY<br />

On the central level, the HRM efforts are<br />

focused primarily on guaranteeing continuity<br />

of the company. The early identification of<br />

talent for management positions and other<br />

key roles and the continuous strengthening of<br />

the organisation are of key importance in this<br />

regard.<br />

In concrete terms, that means:<br />

◾ early identification and development of<br />

talent;<br />

◾ leadership development;<br />

◾ strengthening of conduct based on the<br />

core values in our corporate culture: innovative<br />

capability, enterprise, a focus on<br />

results, trust and co-operation.<br />

These principles form an important part of our<br />

<strong>TenCate</strong> People Program. In particular,<br />

<strong>TenCate</strong> endeavours to engender a sense of<br />

commitment among employees at all levels of<br />

the company. We are constantly looking for<br />

employees with passion who are always prepared<br />

to ‘go the extra mile’.<br />

During the reporting year, <strong>TenCate</strong> increased<br />

its worldwide presence by acquiring Composix<br />

and YLA / CCS Composites (USA), Xennia (UK)<br />

and <strong>TenCate</strong> – Union Protective Fabrics. The<br />

international character of <strong>TenCate</strong> was thereby<br />

further strengthened, leading to improved<br />

control of international value chains.<br />

Economic, social and ethical factors are the<br />

criteria applied in the creation of jobs in geographic<br />

areas that are new to <strong>TenCate</strong>.<br />

Number of employees<br />

(in staff years)<br />

Year end<br />

<strong>2008</strong><br />

Year end<br />

2007<br />

Netherlands 931 975<br />

Rest of Europe 612 582<br />

United States 1,573 1,527<br />

Asia/Australia 936 641<br />

Middle East 385 295<br />

Total 4,437 4,020


ORGANISATIONAL DEVELOPMENT<br />

Our role as market leader requires strong<br />

leadership and a clear organisational structure,<br />

so that further growth can be guaranteed.<br />

During the reporting year, work began<br />

on laying the basis of a new organisational<br />

structure, based on global leadership in each<br />

group. This will strengthen and guarantee<br />

international co-operation within the groups.<br />

In addition, the lines between the Executive<br />

Board and the group managements will be<br />

shortened, leading to improved distribution of<br />

duties and responsibilities. This structure is<br />

based on a global presence of all five groups.<br />

Important principles are a decentralised<br />

organisation and lowest possible devolution<br />

of responsibilities within the organisation.<br />

Entrepreneurship is key at all levels in the<br />

groups. Efficient, central management by the<br />

holding company strengthens the aforementioned<br />

core values of the corporate culture.<br />

An appropriate degree of autonomy in the<br />

various operating companies and the active<br />

pursuit of internal and external co-operation<br />

are consistent with the company’s culture.<br />

The renewed overarching global structure of<br />

the organisation is intended to deliver greater<br />

co-operation and greater strength and provide<br />

a solid foundation for further growth in 2009.<br />

<strong>TenCate</strong> People Programme<br />

The early identification and development of talent, the development of leadership, and the<br />

reinforcement of behaviour based on the key values of our corporate culture are important<br />

components of the <strong>TenCate</strong> People Programme. The <strong>TenCate</strong> Talent Programme started up in<br />

the last quarter of <strong>2008</strong>. All <strong>TenCate</strong> employees up to 35 years of age with at least a<br />

Bachelor’s level education are invited to participate in events. These talents can improve their<br />

visibility within the organisation at these events. Continuous scouting, assessment (of poten-<br />

tial), evaluation and development of talent represent the key values of the programme.<br />

TALENT AND MANAGEMENT DEVELOPMENT<br />

For an enterprising and growing organisation<br />

such as <strong>TenCate</strong>, the prompt identification<br />

and development of in-house talent remains<br />

an important key to success. Talent is about<br />

more than having sufficient competences.<br />

Passion is also a very important motive.<br />

Management development<br />

<strong>TenCate</strong> recognises the importance of investing<br />

in the knowledge and skills of the current<br />

and potential management. The core values<br />

of entrepreneurship, leadership, innovative<br />

capability, a focus on results and co-operation<br />

are systematically strengthened in a<br />

four-layer management development (MD)<br />

programme. The purpose of this international<br />

<strong>TenCate</strong> programme is to ensure appropriate<br />

succession, the development of current and<br />

potential management and the attraction of<br />

the right talent.<br />

The MD programme was established internationally<br />

during the reporting year. 30 employees<br />

took part in two <strong>TenCate</strong> Active programmes.<br />

One programme took place in the<br />

US and was provided by Twente School of<br />

Management (TSM) in co-operation with<br />

Emory Business School in Atlanta. The other<br />

programme took place in Europe. This was<br />

also provided by TSM, in co-operation with<br />

teachers from leading European business<br />

schools.<br />

These programmes are aimed at promoting<br />

innovative capability, entrepreneurship and<br />

situational leadership. The participants are<br />

given guidance to provide them with a better<br />

understanding of the strategy formation process<br />

and its tactical and operational implementation<br />

and enable them to adjust this process<br />

as necessary. The participants carry out a<br />

strategic assignment in teams. In addition to<br />

the acquired knowledge, skill, expertise and<br />

attitude, an important added value of this programme<br />

is the mutual cooperation between<br />

the managers in the various strategic product<br />

groups and disciplines.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 43


In the final quarter of the reporting year, work<br />

commenced on the <strong>TenCate</strong> Talent programme.<br />

All <strong>TenCate</strong> employees up to the age<br />

of 35 with education at least to bachelor<br />

degree level are invited to take part in events.<br />

These events, which take place over the year,<br />

raise the visibility of these talents within the<br />

organisation. Continuous scouting, assessment<br />

(of potential), evaluation and development<br />

of talent form the core of this programme.<br />

The local management and the HRM<br />

discipline play an important role in these programmes,<br />

meeting local requirements as fully<br />

as possible.<br />

The <strong>TenCate</strong> Talent programme and the<br />

<strong>TenCate</strong> Active programme will be further<br />

expanded In 2009. For the Talent target group,<br />

a number of events will be organised over the<br />

year, in which they can participate on a voluntary<br />

basis. The aim of this is to offer this<br />

group an opportunity to become more visible<br />

within the organisation.<br />

EMPLOYMENT CONDITIONS<br />

<strong>TenCate</strong> aims to offer its employees a comprehensive<br />

and competitive package of<br />

employment conditions. To this end, regular<br />

surveys are conducted, in co-operation with<br />

44<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

Hay Group and local employer organisations.<br />

The globally developed remuneration policy<br />

for the international senior and upper management,<br />

based on the Hay system, was completed<br />

during the reporting year.<br />

SAFETY<br />

Our employees on all continents are professional<br />

people who have a sense of enterprise<br />

focused on results and solutions and are prepared<br />

to take on challenges. A safe, highquality<br />

working environment is of great importance<br />

in this regard and has the utmost<br />

priority. <strong>TenCate</strong>’s policy is aimed at implementing<br />

or structuring all operations and<br />

processes in such a way that all forms of personal<br />

injury and damage to health can be<br />

avoided.<br />

This aim forms the basis of the health and<br />

safety policy implemented in all our companies.<br />

This results among other things in a relatively<br />

low level of sickness absence.<br />

SOCIALLY RESPONSIBLE<br />

ENTERPRISE<br />

SUSTAINABILITY<br />

The basis of <strong>TenCate</strong>’s sustainability policy is<br />

an optimum balance between our quality policy<br />

and our environment policy. <strong>TenCate</strong> aims<br />

to impact the environment as little as possible.<br />

Quality assurance forms the basis of this.<br />

Periodic inspections are carried out by both<br />

the holding company and the managements of<br />

the operating companies and measures are<br />

taken to avoid quality deficiencies and environmental<br />

risks. In addition, the standing policy<br />

is to ensure, by means of quality systems<br />

and independent certification, that compliance<br />

with all applicable (international) legislation<br />

and regulations – particularly on environmental<br />

aspects – is guaranteed.<br />

<strong>TenCate</strong> further developed its central policy<br />

principles for sustainability during the reporting<br />

year. The necessary improvements were<br />

made in order to fulfil and implement the previously<br />

defined key objectives. These related<br />

to areas such as environmental protection as<br />

part of integrated quality assurance, safety<br />

and protection on the shopfloor, professionalism<br />

and integrity of employees and social<br />

commitment.


MEASUREMENT PROVIDES THE ANSWERS<br />

The general principles with regard to socially<br />

responsible enterprise have been further<br />

defined and developed within the company. A<br />

fuller assessment of our sustainability policy<br />

was carried out during the reporting year. All<br />

plants worldwide were visited by the corporate<br />

risk manager and an extensive series of<br />

sustainability-related qualitative and quantitative<br />

information was obtained. The ISO<br />

14001 methodology was used as a general<br />

framework. Examples include the volumes of<br />

waste, waste by type, waste water, energy<br />

consumption and various emissions. Due to<br />

the confidentiality of such data, figures and<br />

details are not being disclosed. It was nevertheless<br />

established that comparability needs<br />

to be improved. That can be explained by the<br />

fact that each country applies its own measurement<br />

and recording methods due to historical<br />

reasons and local legislation.<br />

At product level, almost all product-market<br />

combinations were surveyed in terms of their<br />

effect on social aspects, ecological conditions<br />

and economic performance. These data have<br />

similarly not been disclosed to third parties,<br />

for competition reasons. An increasing<br />

amount of information on certain aspects of<br />

sustainability is nevertheless being provided<br />

in publications by operating companies – such<br />

as pamphlets, datasheets and websites. The<br />

results of the aforementioned internal surveys<br />

are being further studied and assessed.<br />

QUALITY ASPECTS<br />

Quality assurance is a guiding principle within<br />

our company. It begins with the process of<br />

product development. This is structured in<br />

accordance with strict procedures and criteria.<br />

Some customers apply additional quality<br />

standards which must be complied with. That<br />

is the case, for example, of materials for<br />

applications in aerospace, antiballistics and<br />

protective fabrics.<br />

Further work was carried out in <strong>2008</strong> on the<br />

standardisation and tightening up of standards<br />

in plants and sales organisations. The<br />

standardised terms and conditions of sale<br />

were rolled out to European customers during<br />

the year. They are stated in full on the website.<br />

ENVIRONMENTAL ASPECTS<br />

<strong>TenCate</strong> considers that the environmental<br />

risks have been limited as fully as possible.<br />

Environmental co-ordinators have been<br />

appointed at local level in practically every<br />

part of the world who know the specific situation<br />

and implement local legislation and regulations.<br />

The high standards applied in Europe<br />

serve increasingly as guiding principles for<br />

plants at other locations around the world.<br />

Apart from five recently acquired units, all 26<br />

plants have a quality system that is currently<br />

certified in accordance with ISO 9001 standards.<br />

Three of the five excluded plants do<br />

nevertheless have an internal quality system.<br />

With regard to environmental aspects, a<br />

growing number of plants have also been certified<br />

in accordance with ISO 14001 standards<br />

since 2000. In most cases the internal environmental<br />

policy served as the basis for this<br />

successful additional step.<br />

On the basis of environmental control systems,<br />

the aim is to limit the use of raw materials,<br />

water and energy consumption and<br />

emissions. Action is taken jointly suppliers of<br />

raw materials and customers in an effort to<br />

further reduce the environmental effects.<br />

Examples are the replacement of chemical<br />

additives by environmentally friendlier materials,<br />

improvements in the production process,<br />

reduction of energy and water consumption<br />

Royal Ten Cate Annual Report <strong>2008</strong> 45


and control of energy and waste flows. For<br />

example, <strong>TenCate</strong> Advanced Textiles in the<br />

Netherlands uses only chemicals and dies<br />

that are listed in the textile environmental<br />

database. <strong>TenCate</strong> purchases most chemicals<br />

and synthetic fibres from major multinationals<br />

who already have a policy aimed at sustainability.<br />

The <strong>TenCate</strong> operating companies devote a<br />

great deal of attention to the control of waste<br />

flows. In addition to coherent waste separation,<br />

various production sites maintain a mass<br />

balance sheet. This serves as preparation for<br />

the limitation of waste flows in the entire<br />

production process. Specific materials such<br />

as glass and bulbs, board and paper, iron and<br />

steel, as well as wood, are separated as far<br />

as possible. Any hazardous waste is collected<br />

separately and removed by recognised<br />

processing companies.<br />

A number of Dutch operating companies successfully<br />

reduced their water and energy consumption<br />

at industry level during the past<br />

year. These arrangements had previously<br />

been set out in a covenant. The aim is to<br />

achieve an energy saving of 10% within a<br />

period of 10 years. A plan for energy savings<br />

46<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

is drawn up and implemented every three<br />

years. The saving of energy across the entire<br />

chain is a central objective.<br />

The <strong>TenCate</strong> Advanced Textiles site in the<br />

Netherlands has had its own water treatment<br />

plant since June 2007. Considerable savings<br />

were made in <strong>2008</strong> in treatment charges. In<br />

2009, investments are planned in the<br />

Netherlands to enable the biogas obtained<br />

from these treatments to be burned – after<br />

cleaning – as an additional fuel in the steam<br />

boiler of <strong>TenCate</strong> Advanced Textiles, for all<br />

the existing plants. The conversion of cooling<br />

water from <strong>TenCate</strong> Grass into process water<br />

for <strong>TenCate</strong> Advanced Textiles in the<br />

Netherlands is also bearing fruit. This results<br />

in lower energy costs and discharge levies<br />

and hence less time consumption.<br />

CHAIN-FOCUSED ENVIRONMENTAL<br />

PROTECTION<br />

<strong>TenCate</strong> exercises its growing influence in the<br />

value chain on suppliers and customers in<br />

order to achieve objectives in terms of more<br />

sustainable enterprise within the value chain,<br />

although the various markets still differ in this<br />

regard, sometimes substantially. Our increasingly<br />

chain-focused approach makes it possi-<br />

Waste water purification<br />

ble to achieve objectives which also have an<br />

influence outside the company itself. Within<br />

the organisation, <strong>TenCate</strong> continues to support<br />

sustainable operation with best practices<br />

in its internal media. Operating companies are<br />

encouraged to devise projects of their own,<br />

both internally and externally.<br />

SAFETY AND PROTECTION<br />

<strong>TenCate</strong> gives the utmost priority to a safe<br />

working environment worldwide. Although<br />

any incident is one too many, the very low<br />

percentage of industrial accidents underlines<br />

this ambition. Safety is about protective<br />

equipment and awareness. Safe machines<br />

must be used safely. Training and information<br />

are targeted means of keeping employees<br />

mindful of possible risks. The operational<br />

management is required to remind colleagues<br />

on the shopfloor of the operational arrangements<br />

for personal protection. Quality, Health<br />

& Safety and Environment officers have been<br />

appointed within the operating companies.<br />

They monitor the performance in these areas<br />

in the operating companies.<br />

The new waste water purification system at <strong>TenCate</strong> Protect is the first anaerobic purification system installed in a textile plant in<br />

the Netherlands. The environmental costs are reduced by about 40%, including depreciation, operating costs and power consump-<br />

tion. Anaerobic purification does not require any oxygen, since the contamination is removed by bacteria. This results in methane<br />

(CH4), the main component of natural gas. The company aims to reuse the generated biogas to the boiler house as a power source<br />

in the near future.


INTEGRITY<br />

One of <strong>TenCate</strong>’s core values is reliability. The<br />

integrity code involves everyone who is<br />

employed in <strong>TenCate</strong> or one of its operating<br />

companies. The code is part of each individual<br />

contract of employment. A central compliance<br />

officer and a confidential adviser have been<br />

appointed to support the code. Additions<br />

were made to various points of the integrity<br />

code in <strong>2008</strong>.<br />

COMMITTED AND ACTIVE<br />

On the basis of its local responsibility,<br />

<strong>TenCate</strong> endeavours to make a positive contribution<br />

to its environment worldwide.<br />

<strong>TenCate</strong> sponsors a wide range of activities in<br />

sport, culture and other social projects. The<br />

largest project relates to its role as the main<br />

sponsor of the Heracles Almelo professional<br />

football club, which serves both a local and a<br />

commercial interest. This is the first professional<br />

football club to play official competition<br />

matches on synthetic turf. This is an<br />

important reference for <strong>TenCate</strong> Grass. The<br />

summer of <strong>2008</strong> saw the installation of the<br />

very latest synthetic turf system was<br />

installed, which now also includes sensors –<br />

a world first.<br />

POST BALANCE SHEET EVENTS<br />

In the first quarter of 2009 it was announced<br />

that imminent agreement was expected on<br />

the acquisition of a minority interest in<br />

TigerTurf, a leading company in the international<br />

synthetic turf market operating principally<br />

in Australia and New Zealand. The company<br />

markets concepts for various sports and<br />

landscape applications. Annual revenues are<br />

approximately € 50 million.<br />

OUTLOOK<br />

<strong>TenCate</strong> operates in sustainable growth markets.<br />

The company’s growth is based on<br />

worldwide trends in the field of water management<br />

and the environment, the growing<br />

demand for lightweight materials in transport<br />

and haulage (lower fuel costs) and increasing<br />

focus on safety and protection. The current<br />

economic and financial situation may temporary<br />

inhibiting effect on market developments.<br />

In the Advanced Textiles & Composites sector,<br />

protective materials for defence markets<br />

account for a large proportion of revenues.<br />

Government policies in the field of personal<br />

protection and armour (vehicles) are not<br />

expected to differ greatly from past policies.<br />

Various future projects have already been<br />

announced.<br />

The outlook in the European market for work<br />

clothing for industrial end-users is sluggish.<br />

By contrast, the outlook for high-grade safety<br />

fabrics, particularly in the professional wear<br />

market, remains positive.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 47


The space and aerospace markets are driven<br />

by long-term developments, although the current<br />

tightness in the financing market may<br />

give rise to a temporary slowdown.<br />

The US market for geosynthetics remains<br />

sluggish, whereas outside the United States<br />

the geosynthetics markets remain positive.<br />

Governments’ plans to stimulate the economy<br />

by means of infrastructure projects will have<br />

a positive effect on the geosynthetics market<br />

worldwide.<br />

Synthetic turf is continuing to gain ground<br />

worldwide. The sports market is often associated<br />

with government budgets.<br />

The recently announced plan to acquire an<br />

interest in TigerTurf will further strengthen<br />

<strong>TenCate</strong>’s market position. This is another<br />

step in the strategy of end-user marketing in<br />

the synthetic turf market.<br />

Growth opportunities are arising in this market<br />

as a result of the company’s good global<br />

strategic positioning. <strong>TenCate</strong> will continue to<br />

investigate the potential for exploiting these<br />

growth opportunities, having regard to the<br />

profit growth achieved in this area in the<br />

past.<br />

48<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

<strong>TenCate</strong> is maintaining its restrained investment<br />

policy and striving for continuing cost<br />

control as already implemented at an early<br />

stage in <strong>2008</strong>.<br />

Unlike last year, no profit forecast is being<br />

issued for the current financial year in view of<br />

the current market situation.<br />

Cruyff Court London<br />

STATEMENT FROM THE EXECUTIVE<br />

BOARD<br />

We, the Executive Board of Royal Ten Cate,<br />

have established the Annual Report and<br />

Financial Statements for <strong>2008</strong>.<br />

We hereby certify that, to the extent known<br />

to us:<br />

◾ the Financial Statements are a true representation<br />

of the capital and financial<br />

position of the company and its consolidated<br />

businesses;<br />

◾ the Annual Report is a true representation<br />

of the state of affairs on the balance<br />

sheet date and in the course of the financial<br />

year of the corporation and its affiliated<br />

companies, and that the actual risks<br />

are incorporated in the Annual Report.<br />

Almelo, 3 March 2009<br />

Executive Board<br />

L. de Vries, Chairman<br />

J. Wegstapel<br />

On 23 October <strong>2008</strong>, Dennis Bergkamp opened a Cruyff Court named in his honour. Johan Cruijff himself, the initiator of the syn-<br />

thetic turf football fields for young people, attended the occasion. Like most courts, the Cruyff Court Dennis Bergkamp was built in<br />

a residential district: Elthorne Park (Islington). Dennis Bergkamp played for Arsenal for eleven years. The partnership between<br />

<strong>TenCate</strong> and the Johan Cruyff Foundation was renewed for another three years at the end of October.


Royal Ten Cate Annual Report <strong>2008</strong> 49


PROTECTION. THE MOST NATURAL THING IN THE WORLD.<br />

50 PROTECTIVE FABRICS<br />

<strong>TenCate</strong> offers protective fabrics for a great variety of applications. The<br />

risk level always determines the choice. These are all high-tech fabrics,<br />

such as textiles for fire fighters. They are also all inherently flameresistant.


<strong>TenCate</strong> Tecashield provides maximum protection and comfort thanks<br />

to a multi-layer structure. It allows fire fighters to approach the source<br />

of a fire more closely without endangering their lives more than<br />

absolutely necessary. The clothing underneath the fire fighter’s suit<br />

is also part of the total protective system.<br />

In everyday life, Geert Gottemaker is an<br />

employee of <strong>TenCate</strong> in Nijverdal, the<br />

Netherlands. He has been handling important<br />

parts of the production process for<br />

protective fabrics at <strong>TenCate</strong> Protective<br />

Fabrics for over 24 years.<br />

Together with four other <strong>TenCate</strong> colleagues,<br />

Geert is also a member of the<br />

voluntary fire brigade of the Dutch municipality<br />

of Hellendoorn, of which Nijverdal<br />

forms part. As a result, he and his fire fighting<br />

colleagues test the practical side of<br />

the protective fabrics their employer<br />

manufactures again and again. Geert has<br />

been a volunteer with the fire brigade for<br />

14 years now.


Advanced Textiles & Composites<br />

KEY FIGURES<br />

Advanced Textiles & Composites <strong>2008</strong> 2007 2006 2005 2004<br />

in millions of euros unless stated otherwise<br />

Revenues<br />

Operating result before amortisation<br />

481.0 350.3 279.7 285.6 229.9<br />

(EBITA) 61.5 40.2 21.3 16.8 11.2<br />

EBITA margin (%) 12.8 11.5 7.6 5.9 4.9<br />

Operating result (EBIT) 52.9 38.7 20.9 16.5 11.1<br />

Investments 11.7 17.0 11.7 13.2 4.0<br />

Depreciation and amortisation 17.6 10.8 6.1 6.2 5.6<br />

Net assets 286.4 197.6 124.9 124.2 113.6<br />

Staff years at year-end<br />

EBITA as percentage of net average capital<br />

1,651 1,238 1,203 1,171 1,204<br />

employed 22.9 22.6 17.1 13.5 10.5<br />

ACTIVITIES<br />

The Advanced Textiles & Composites sector<br />

consists of the following market groups:<br />

◾ <strong>TenCate</strong> Protective Fabrics and<br />

<strong>TenCate</strong> Outdoor Fabrics<br />

High-grade protective and safety fabrics for<br />

the defence and professional wear market,<br />

and for the high-grade segment of the outdoor<br />

market.<br />

52<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

◾ <strong>TenCate</strong> Space & Aerospace<br />

Composites and <strong>TenCate</strong> Armour<br />

Composites<br />

Composites for the aerospace industry and<br />

special industrial applications and for personal<br />

protection and vehicle armour, including<br />

composite materials with bullet-, fragment-,<br />

knife- and needle-proof characteristics.<br />

Protection against electric arcs<br />

REVENUES AND RESULTS<br />

The revenues of the Advanced Textiles &<br />

Composites sector increased by 37% to € 481<br />

million. The acquisition of the US company<br />

Composix (antiballistics) made a substantial<br />

contribution to the growth of this sector.<br />

Organic revenue growth amounted to 8%.<br />

Operating income before amortisation<br />

amounted to € 61.5 million. The EBITA margin<br />

rose further to 12.8%. This excellent result<br />

was due primarily to the very good performance<br />

in defence-related markets (safety fabrics<br />

for military applications and antiballistic<br />

materials).<br />

Organic EBITA growth amounted to 0%. The<br />

good growth in the United States was thus<br />

negated by the European activities in the field<br />

of protective fabrics.<br />

INVESTMENTS<br />

Investments in tangible and intangible fixed<br />

assets amounted to € 11.7 million during the<br />

reporting year. They were made primarily in<br />

the composites market segment, in anticipation<br />

of future growth. This concerns among<br />

other things the supplies of <strong>TenCate</strong> Cetex®<br />

to Airbus for the Airbus A380 programme.<br />

Preparations are also being made for develop-<br />

Industrial businesses are increasingly aware of risks their operations present to employees. The most common injury is caused by<br />

electric arcs resulting from short-circuits and incorrect switching operations. As a result, demand for protective clothing is grow-<br />

ing. Legislation in this field is also evolving. Multi-layer systems must be deployed for protection against strong electric arcs to<br />

achieve a higher insulation value. <strong>TenCate</strong> Protective Fabrics already markets a range of fabric combinations and is working on the<br />

development of a multi-layer system that provides Class 2 protection according to the electric arc standard. The objective is to<br />

minimise the weight of this system in order to retain the comfort-related properties of the clothing.


ments in the Airbus A350 XWB programme.<br />

Investments were also made in production<br />

capacity based on UD (unidirectional) tape<br />

technology, which will be used for new developments<br />

in aerospace and oil and gas extraction<br />

(including drill pipes). The latter activity<br />

represents an expansion of <strong>TenCate</strong>’s scope<br />

of application for composites. This technology<br />

was acquired as a result of the acquisition of<br />

the US composites company Phoenixx.<br />

PROTECTIVE FABRICS AND<br />

OUTDOOR FABRICS<br />

MARKET POSITION AND STRATEGY<br />

<strong>TenCate</strong> is the market leader in America and<br />

Europe in the field of protective fabrics. The<br />

products offer protection against risks in the<br />

workplace, for example from chemicals, fire<br />

and static electricity. The market is tightly<br />

regulated, as governments have enacted<br />

employment legislation specifying safety<br />

standards in certain risk areas. <strong>TenCate</strong>’s customers<br />

are ready-to-wear clothing producers<br />

and industrial clothing laundries offering a<br />

total range of professional wear and work<br />

clothing for end-users. <strong>TenCate</strong> focuses traditionally<br />

on industrial markets, firefighting and<br />

emergency services as well as the healthcare<br />

sector.<br />

In the last two years there has been very<br />

strong growth in military markets, for which<br />

<strong>TenCate</strong> has developed concept products.<br />

After <strong>TenCate</strong> Defender M was selected as<br />

the US standard for uniforms with fire-resistant<br />

protection in <strong>2008</strong>, this product has<br />

become one of the main pillars of the strong<br />

growth that has taken place in this field.<br />

<strong>TenCate</strong>’s strategy is focused on the use of<br />

end-user marketing to make target groups<br />

aware of protection concepts in order to exert<br />

an influence on specifications. <strong>TenCate</strong>’s<br />

positioning is supported by a brand policy<br />

based mainly on quality and functionality in<br />

the field of high-grade protection. <strong>TenCate</strong><br />

has also the ability to supply customised products,<br />

which have proved successful with the<br />

US armed forces.<br />

<strong>TenCate</strong> has a broad technological basis and<br />

excellent access to the worldwide commodities<br />

market. This is due to its long-term focus<br />

on this niche market and its scale as a global<br />

player.<br />

<strong>TenCate</strong> further strengthened its market position<br />

in <strong>2008</strong> by becoming the first western<br />

company to enter into a co-operation agreement<br />

with a producer in Asia (Thailand) for<br />

the growing local market.<br />

GENERAL PERFORMANCE<br />

In Europe, the market for protective and outdoor<br />

fabrics was under pressure. <strong>TenCate</strong>’s<br />

focus in this market has traditionally been<br />

mainly on the industrial segment of work<br />

clothing and professional wear. The company<br />

withdrew from the market for contract finishing<br />

(pretreatment and finishing of fabrics for<br />

third parties) during the year. As a result, the<br />

organisation was slimmed down and a further<br />

step was taken in the concentration of the<br />

two production plants (Nijverdal, Netherlands).<br />

The aim of this is to focus more on high-grade<br />

materials. This operation involved the loss of<br />

47 posts in mid-<strong>2008</strong>.<br />

In the United States, <strong>TenCate</strong> succeeded in<br />

maintaining growth in the field of protective<br />

fabrics. Approximately half of the revenues<br />

generated in the US in this market segment<br />

related to defence applications, mostly<br />

<strong>TenCate</strong> Defender M. This product, which<br />

has only been on the market since May 2007,<br />

Royal Ten Cate Annual Report <strong>2008</strong> 53


has been developed for a wide field of application.<br />

Wearing comfort and good value for<br />

money are the key aspects. The expansion of<br />

the rayon fibre capacity at the Austrian company<br />

Lenzing AG, which supplies one of the<br />

components for <strong>TenCate</strong> Defender M, enabled<br />

<strong>TenCate</strong> to offer considerably higher volumes<br />

in the market in the second half of<br />

<strong>2008</strong>.<br />

In addition to the US armed forces, there is<br />

growing interest among armed forces in<br />

Europe, because of the increasing concern for<br />

security and the general level of protection is<br />

being raised. The first orders from outside the<br />

US are expected in 2009. Further product differentiation<br />

in the Defender line led to an<br />

expansion of the product range and additional<br />

demand.<br />

A substantial order for <strong>TenCate</strong> Gen2, worth<br />

€ 35 million, was received in December <strong>2008</strong>.<br />

This is a product for military applications<br />

based on aramid fibres and delivering a very<br />

high level of protection.<br />

The firefighting market in the US is the second<br />

most important market. After a good<br />

start, growth weakened somewhat in the second<br />

half of the year. Full-year revenues were<br />

54<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

higher, but budget cuts became evident in the<br />

course of the year. <strong>TenCate</strong> in an excellent<br />

position to offer cheaper solutions if the market<br />

requires them for budgetary reasons.<br />

In the US, <strong>TenCate</strong> achieved success in the<br />

industrial market for firefighting protection<br />

with the <strong>TenCate</strong> Tecasafe® product (<strong>TenCate</strong><br />

Tecasafe Plus) adapted for this market.<br />

<strong>TenCate</strong> also generated growing revenues In<br />

this industrial market.<br />

In Asia, <strong>TenCate</strong> achieved success with<br />

<strong>TenCate</strong> Tecasafe among major companies in<br />

the oil industry. Asia and South America are<br />

attractive growth markets.<br />

TECHNOLOGICAL DEVELOPMENTS<br />

Details of the technological developments in<br />

this sector can be found on page 65, which<br />

contains a description of the Technologies<br />

sector. This includes Xennia Technology ltd. A<br />

majority interest (75%) was acquired in this<br />

British company in March <strong>2008</strong>.<br />

The technology platforms developed jointly by<br />

Xennia and <strong>TenCate</strong> were used commercially<br />

in <strong>2008</strong> in the ceramics industry through the<br />

Spanish company Creta Print, an OEM (original<br />

equipment manufacturer) partner which<br />

produces and sells machines in this sector.<br />

Continued development is taking place for<br />

applications on textile substrates. Initial contacts<br />

have been made with industrial partners.<br />

Work is being carried out on the development<br />

of the first industrial width test<br />

machine which can be used to produce test<br />

runs.<br />

OUTLOOK<br />

The signs coming from the market at the end<br />

of <strong>2008</strong> pointed to a sharp slowdown. This<br />

was mainly evident in the European market<br />

for professional wear and work clothing.<br />

Business investments fell back and projects<br />

were deferred.<br />

The measures taken to control costs helped<br />

offset the less favourable market conditions.<br />

By contrast, expectations for the defence<br />

market remain positive. There is a good possibility<br />

that – following the example of<br />

America – the standard for fire-resistant protection<br />

for military applications will be raised<br />

in Europe.


SPACE & AEROSPACE COMPOSITES<br />

AND ARMOUR COMPOSITES<br />

MARKET POSITION AND STRATEGY<br />

<strong>TenCate</strong> is one of the leading companies in<br />

space and aerospace composites. These are<br />

composite materials which replace traditional<br />

materials (aluminium) and make an important<br />

contribution to aspects such as weight saving<br />

and reduced production costs. The material is<br />

used for interior and structural parts.<br />

In the US, <strong>TenCate</strong> became the number one in<br />

composite materials for space applications<br />

following the acquisition of YLA/CCS<br />

Composites. <strong>TenCate</strong> is active in the aircraft<br />

industry in the field of civil aviation and small<br />

private aircraft, as well as in military aviation.<br />

The main civil aviation customers are Airbus<br />

and Boeing and their direct suppliers. <strong>TenCate</strong><br />

has initially focused on these two manufacturers<br />

and the market will be further developed<br />

from that basis. The start-up of production<br />

for aerospace has required substantial<br />

investments in the past few years. The<br />

<strong>TenCate</strong> Cetex® material now occupies a<br />

strong position. Among other products, the<br />

leading edge of the wing (J-nose) and the<br />

engine intakes are manufactured from this<br />

material.<br />

Composites for aviation and aerospace<br />

<strong>TenCate</strong> is involved as a technology partner in<br />

the development of materials and their use in<br />

the development and design of new aircraft.<br />

In acquiring the US company Phoenixx,<br />

<strong>TenCate</strong> took an important step in the development<br />

of UD technology for the aerospace<br />

sector. This has strengthened its position as a<br />

development partner and supplier to the<br />

entire aircraft sector has been strengthened.<br />

In view of the strong revenue growth in<br />

armour composites, the relative importance<br />

of the aviation sector is still limited.<br />

Nevertheless, the building rates point to<br />

strong future revenue growth, which began in<br />

<strong>2008</strong> with the launch of the Airbus A380.<br />

<strong>TenCate</strong> is the global market leader in concepts<br />

for ballistic protection for personnel and<br />

materiel. Following the acquisition of Composix<br />

in the United States, <strong>TenCate</strong> also has a<br />

strong position in this field in America, which<br />

is evidenced partly in the considerable orders<br />

placed with <strong>TenCate</strong> in <strong>2008</strong>. Customers are<br />

mainly large industrial conglomerates in the<br />

defence industry, manufacturers of trucks,<br />

aircraft, helicopters etc. and the related suppliers.<br />

The specifications are determined by<br />

government bodies (defence ministries).<br />

<strong>TenCate</strong> finalised the acquisition of YLA and CCS Composites in March <strong>2008</strong>. YLA is a manufacturer of advanced thermoset com-<br />

posites, which focuses on supplying manufacturers in the field of satellites and communication, aviation, defence and power gen-<br />

eration. CCS Composites is a manufacturer of composite components. These are used in commercial and military aviation, satel-<br />

lites, oil and gas extraction, and industrial applications. The Advanced Extremely High Frequency (AEHF) satellite communication<br />

system is one example.<br />

<strong>TenCate</strong> operates as a single group with<br />

regard to the exchange of knowledge and<br />

solutions, provided that is permitted by the<br />

defence authorities.<br />

<strong>TenCate</strong> occupies an important position as a<br />

(fibre-)independent producer of composites.<br />

The company processes a range of fibres<br />

including aramid, glass and carbon on behalf<br />

of third parties. <strong>TenCate</strong> has a wide range of<br />

products, but has focused on aerospace and<br />

armour because these are highly specialised<br />

and high-grade markets with comparable<br />

structures and dynamics. Weight saving is a<br />

characteristic of both markets, but a range of<br />

requirements and specifications form the<br />

basis for the ultimate solution which has to<br />

be embedded in the material.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 55


GENERAL PERFORMANCE AND<br />

OUTLOOK<br />

SPACE & AEROSPACE COMPOSITES<br />

Europe was dominated by the scaling up of<br />

production for Airbus in <strong>2008</strong> for the launch<br />

of the A380. There was volume growth, but<br />

this was not reflected in earnings.<br />

The scaling up involved costs incurred for the<br />

addition of new capacity and qualification of<br />

new products.<br />

As a result of the financial crisis, the entire<br />

industrial sector began to reduce inventories<br />

at the end of the year, leading to delays in<br />

deliveries. The longer-term market trend for<br />

lightweight composite materials remains positive.<br />

Strong growth was recorded in this market<br />

segment In America, partly due to the<br />

strengthened position following the acquisition<br />

of YLA/CCS Composites. A great deal of<br />

energy was devoted to the integration of the<br />

various companies during the year.<br />

This market also saw weakening growth<br />

towards the end of the year, mainly due to a<br />

sharp decline in the market small private jets.<br />

Increased revenues in areas such as space<br />

and communication (radomes) continued to<br />

provide strong support for growth.<br />

56<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

OUTLOOK FOR SPACE & AEROSPACE<br />

COMPOSITES<br />

As a result of the financial market crisis<br />

referred to earlier, there is prevailing uncertainty<br />

in this market. Although underlying<br />

demand remains unchanged, uncertainty is<br />

being fuelled by potential financing problems<br />

for airlines wishing to purchase new aircraft.<br />

However, neither Airbus nor Boeing have<br />

announced any downward adjustments in production<br />

volumes. Demand for small jets is<br />

expected to decline in 2009.<br />

Expectations remain positive for the military<br />

aviation and space markets.<br />

ARMOUR COMPOSITES<br />

The largest proportion of revenues in composites<br />

are related to armour. Although developments<br />

in the Eastern European market were<br />

positive, the developments in the American<br />

market in <strong>2008</strong> were particularly encouraging.<br />

Substantial orders were received for vehicle<br />

armour at the beginning of <strong>2008</strong>. <strong>TenCate</strong><br />

generated substantial revenues from the<br />

MRAP (Mine Resistant Ambush Protection)<br />

and Stryker programmes in America. There<br />

are similar market requirements In Europe, but<br />

they are on a much smaller scale and are more<br />

fragmented.<br />

<strong>TenCate</strong> composites at home in space<br />

A positive factor is the co-operation with<br />

other <strong>TenCate</strong> businesses in the field of protective<br />

fabrics (<strong>TenCate</strong> Defender M).<br />

Market synergies can be achieved here. Joint<br />

presentations at trade fairs and joint marketing<br />

strengthen <strong>TenCate</strong>’s proposition for the<br />

defence market with regard to general protection<br />

of personnel and materiel. The system<br />

approach is also applied in this area. A conceptual<br />

approach to theme of protection is<br />

more effective than a more product-oriented<br />

individual approach.<br />

An important aspect is the project-based<br />

character of the businesses, which means<br />

among other things that they must be flexible<br />

in their cost structure. The worldwide market<br />

presence, the breadth of the product portfolio<br />

and the conceptual approach are important<br />

strengths in the organisation.<br />

After travelling for over nine months, the Phoenixx Mars Lander made a successful landing on Mars on 26 May <strong>2008</strong>. Among other<br />

things, the space probe consists of <strong>TenCate</strong> Thermo-Lite, advanced thermoset composites produced by <strong>TenCate</strong> Advanced<br />

Composites USA. This company has a leading position in the American space industry. The two science decks and sides of these<br />

decks are also made from <strong>TenCate</strong> materials, as are the heat shield, the casing of the probe, and the landing radar antenna of the<br />

telecommunication panel.


OUTLOOK FOR ARMOUR COMPOSITES<br />

A number of extremely large number of<br />

projects took place in <strong>2008</strong>, and it is not certain<br />

that the performance can be matched.<br />

The annual revenues in this market depend<br />

greatly on the number and size of projects. No<br />

major programmes are planned in the short<br />

term. Larger-scale projects are expected for<br />

the MATV (MTAP All Terrain Vehicle) programme<br />

at the end of 2009. The size and timing<br />

of the potential revenues are uncertain.<br />

There are various possibilities In Europe there<br />

and the market is expected to continue to<br />

yield a good level of revenues. These expectations<br />

are based on the fact that government<br />

budgets for security are not being cut as a<br />

result of the economic situation. This is partly<br />

reflected in the defence programmes already<br />

announced for armour and modernisation programmes.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 57


SAVING WATER. THE MOST NATURAL THING IN THE WORLD.<br />

58 GRASS<br />

Synthetic turf has a number of sustainable benefits. Synthetic turf<br />

fields can be used far more intensively in top sports and mixed sports,<br />

reducing the amount of space needed. Trainings and matches can be<br />

held in all weather conditions.


In terms of maintenance, its water saving properties and reduced<br />

pesticide use are the most notable properties. This also applies to<br />

synthetic turf for landscaping, which is used for instance between the<br />

bus lanes for the public transport facilities in the Roombeek district in<br />

Enschede, a city in Twente.<br />

Kees van der Meiden has been the<br />

enthusiastic and motivated director of the<br />

TwentseWelle Museum in Enschede since<br />

<strong>2008</strong>. He travels by public transport on<br />

a regular basis.<br />

The museum is a modern open depot<br />

museum, one of the biggest showcases in<br />

Europe. Interactive presentations are used<br />

to tell ‘The Big Story’ of the Twente region.<br />

It describes how man found this region just<br />

after the last ice age and decided to live<br />

there. The museum focuses on nature,<br />

hunting, agriculture, the development of<br />

land to city and region, the (textile) industry,<br />

innovation and technique. It also exhibits<br />

<strong>TenCate</strong> materials.


Geosynthetics & Grass<br />

KEY FIGURES<br />

Geosynthetics & Grass <strong>2008</strong> 2007 2006 2005 2004<br />

in millions of euros unless stated otherwise<br />

Revenues<br />

Operating result before amortisation<br />

497.8 468.3 397.5 273.9 231.9<br />

(EBITA) 37.8 30.4 25.6 23.8 21.8<br />

EBITA margin (%) 7.6 6.5 6.4 8.7 9.4<br />

Operating result (EBIT) 34.8 28.3 25.5 23.8 21.8<br />

Investments 29.0 44.9 28.9 10.5 5.3<br />

Depreciation and amortisation 23.0 20.0 13.7 7.9 7.9<br />

Net assets 427.4 354.8 215.8 206.4 98.2<br />

Staff years at year-end<br />

EBITA as percentage of net average<br />

2,129 2,053 1,633 1,544 1,176<br />

capital employed 8.8 8.9 12,9 22,6 21,9<br />

ACTIVITIES<br />

The Geosynthetics & Grass sector consists of<br />

the following market groups:<br />

◾ <strong>TenCate</strong> Geosynthetics and <strong>TenCate</strong><br />

Industrial Fabrics<br />

Fabrics, grids and nonwovens for use in civil<br />

engineering, the construction industry and the<br />

environmental market, as well as industrial<br />

fabrics for various applications, such as fish<br />

farms, agribusiness, sports and recreation.<br />

60<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

◾ <strong>TenCate</strong> Grass<br />

Synthetic turf components, including synthetic<br />

turf fibres and backing, for a wide range of<br />

applications, such as football, hockey and<br />

other sports pitches, as well as landscaping.<br />

REVENUES AND RESULTS<br />

The revenues of the Geosynthetics & Grass<br />

sector rose 6% to € 497.8 million. On an organic<br />

basis, the rise was 5%. The revenues grew<br />

amid less favourable market conditions in the<br />

geosynthetics market in the United States,<br />

which is an important geographic market.<br />

<strong>TenCate</strong> Mirafi ® builds dykes<br />

Operating income before amortisation of<br />

intangible fixed assets (EBITA) rose by 24% to<br />

€ 37.8 million. The EBITA margin increased to<br />

7.6% despite unfavourable trends in commodity<br />

prices. At the beginning of <strong>2008</strong> <strong>TenCate</strong><br />

announced its intention that this margin<br />

should rise to at least 10% within two years.<br />

Organic EBITA growth amounted to 20%.<br />

INVESTMENTS<br />

The investments in this sector amounted to<br />

€ 29.0 million. A major investment concerned<br />

the production expansion for geosynthetics in<br />

the Asian market. The new plant at Zhuhai<br />

(China) was opened in June <strong>2008</strong>. The synthetic<br />

turf production capacity at Dayton (United<br />

States) and in Dubai was also expanded.<br />

GEOSYNTHETICS AND INDUSTRIAL<br />

FABRICS<br />

MARKET POSITION AND STRATEGY<br />

<strong>TenCate</strong> is the largest producer worldwide in<br />

the field of (high-strength) fabrics and nonwovens<br />

for infrastructure, the construction<br />

industry and environmental applications<br />

(Geosynthetics) as well as industrial fabrics<br />

for sectors including the agriculture, horticulture<br />

and recreation sectors (Industrial<br />

Fabrics). This group generates by far the larg-<br />

The Calcasieu River is one of the lifelines between the harbour of Lake Charles in Louisiana and the Gulf of Mexico, one of the<br />

world’s most vulnerable environments. The river is dredged systematically to preserve its depth. It is lined with a dyke created<br />

from different qualities of <strong>TenCate</strong> Mirafi ® , materials produced by <strong>TenCate</strong> Geosynthetics North America. The materials provide<br />

stability, adequate water permeability and can act as a storage facility. The dyke is sustainable and represents modest annual<br />

maintenance costs. The harbour of Lake Charles in Louisiana will remain accessible for all water-based transport for decades to<br />

come.


est proportion of sales in the first of these<br />

market segments.<br />

A distinction should be drawn between<br />

wovens and nonwovens (fleeces). Woven<br />

products are generally stronger and can withstand<br />

greater forces. The non-woven market<br />

can be characterised as a volume market. The<br />

important factor for <strong>TenCate</strong> is that the company<br />

is strongly represented in both market<br />

segments and provides extensive technical<br />

advice on the use of geosynthetics for civil<br />

engineers, construction managers and contractors.<br />

Here too, the aim is to achieve a system<br />

approach focused on solutions.<br />

Geosynthetics form part of the overall structure<br />

and deliver functional added value.<br />

The market is devoting increasing attention to<br />

the positive environmental aspects of geosynthetics.<br />

The alternatives are mostly concrete,<br />

stone and steel, which often have to be transported<br />

over long distances. By contrast, geosynthetics<br />

use materials that are available<br />

locally (sand, sludge). In the case of land reclamation<br />

(hydraulic filling with sand), there is<br />

usually considerably less need for dredging. In<br />

many cases that has a positive effect on the<br />

environment.<br />

These environmental arguments and reduced<br />

environmental impacts are increasingly being<br />

incorporated in the promotion, design and<br />

specifications.<br />

GENERAL PERFORMANCE IN <strong>2008</strong><br />

Persistent sluggishness in the American market<br />

in <strong>2008</strong> resulted in a decrease in volumes<br />

in the United States, one of the most important<br />

markets for geosynthetics. The other<br />

geographic markets (Europe and Asia) continued<br />

to grow. In Asia in particular, where major<br />

infrastructure projects took place in the civil<br />

engineering sector, sales grew strongly.<br />

Geographic markets such as Africa and South<br />

America also showed growth.<br />

<strong>TenCate</strong>’s market share in the United States<br />

increased. Cost measures were taken at an<br />

early stage in 2007 and <strong>2008</strong>, which had a<br />

positive impact on profitability.<br />

The most salient development, which was of<br />

importance for the entire Geosynthetics &<br />

Grass sector, was the very sharp rise in raw<br />

material costs in-mid <strong>2008</strong>. Price rises put<br />

margins under pressure for a considerable<br />

time. <strong>TenCate</strong> can pass on rises in raw material<br />

costs after a certain period, but sudden<br />

movements of the scale seen in <strong>2008</strong> had a<br />

clearly negative impact. The final months of<br />

the year saw very steep fall in commodity<br />

prices. This is traditionally the period in which<br />

activities in the market (construction, contracting)<br />

are at a low level.<br />

A business simplification process is being<br />

implemented throughout the <strong>TenCate</strong><br />

Geosynthetics Group, with priorities being<br />

reset and attention being focused on the overall<br />

product portfolio. In addition, internal cooperation<br />

is being encouraged by means of<br />

single management, redefinition of commercial<br />

responsibilities, exchanges of product<br />

knowledge and identification of worldwide<br />

growth opportunities.<br />

<strong>TenCate</strong> Geosynthetics is contributing to a<br />

range of attractive projects worldwide. An<br />

example is the repair work following the damage<br />

caused by Hurricane Katrina in New<br />

Orleans. In <strong>2008</strong>, the work still involved mainly<br />

small-scale repairs, but at the end of <strong>2008</strong><br />

the group participated in a major restoration<br />

project. Further related projects are expected<br />

in 2009.<br />

In Asia in particular, where the ground is less<br />

stable, geosynthetics are used frequently in<br />

Royal Ten Cate Annual Report <strong>2008</strong> 61


the construction of roads and railway lines.<br />

These are often large-scale projects.<br />

TECHNOLOGICAL DEVELOPMENTS<br />

<strong>TenCate</strong> sees a large market for the combination<br />

of geosynthetics and sensors. Smart geosynthetics<br />

can be used for security, monitoring<br />

of engineering structures, artificial grass<br />

(the new pitch at the Heracles Almelo football<br />

club is equipped with sensors which measure<br />

the load on the pitch) and the environment<br />

(measurement of pollution from leaks in storage<br />

basins and tanks etc.).<br />

Trial projects have been successfully conducted<br />

in recent years. <strong>TenCate</strong> is working with a<br />

technology partner in the field of high-quality<br />

optical fibres. In this context, <strong>TenCate</strong> is<br />

launching new products, fitted with sensor<br />

technology, in the market for land-based and<br />

hydraulic applications. Together with its partners,<br />

<strong>TenCate</strong> took part in the Dutch IJkdijk<br />

project (see www.ijkdijk.nl) in order to conduct<br />

trials in the intelligent dyke construction<br />

system of the future.<br />

OUTLOOK<br />

All signs are pointing to a further weakening<br />

of the global economy, which does not offer<br />

good prospects for the construction sector<br />

62<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

and the infrastructure projects market. In<br />

addition to the American market, the other<br />

geographic markets are expected to be affected<br />

to a certain extent. By contrast, there are<br />

signs that governments will promote projects<br />

to stimulate economic growth. <strong>TenCate</strong> does<br />

not expect this to lead to additional sales in<br />

the first half of 2009, but such government<br />

policies will have a positive impact in the<br />

longer term. <strong>TenCate</strong> is also encouraged by<br />

indications that government stimulus policies<br />

should also have other positive environmental<br />

effects, including in other areas of materials<br />

engineering.<br />

Past and future cost measures and the results<br />

of the business simplification process will<br />

have a further positive impact on profitability.<br />

A decrease in sales therefore does not necessarily<br />

have to lead to a decrease in operating<br />

margins.<br />

GRASS<br />

MARKET POSITION AND STRATEGY<br />

The <strong>TenCate</strong> Grass group has a leading position<br />

worldwide in the market for synthetic turf<br />

fibres and backing for synthetic turf. <strong>TenCate</strong><br />

is therefore almost at the beginning of the<br />

supply chain. By entering into alliances with<br />

marketing organisations which carry out<br />

Cost-effective, environmentally friendly and simple<br />

projects, <strong>TenCate</strong> contributes to increased<br />

quality awareness, among both end-users and<br />

companies in the value chain. In the case of<br />

synthetic turf sports pitches, there is a certification<br />

process which lays down the specifications<br />

of sports pitches and thus determines<br />

the performance (technical sporting characteristics).<br />

In order to guarantee these characteristics<br />

as effectively as possible during the<br />

economic life of the pitch, close co-operation<br />

is required in the business chain (production<br />

of components, processing, installation and<br />

maintenance). <strong>TenCate</strong> calls this co-operation<br />

process end-user marketing. As part of the<br />

process, alliances have been entered into and<br />

equity interests acquired in various synthetic<br />

turf businesses, such as Edel Grass and<br />

GreenFields. The intended acquisition of an<br />

interest in TigerTurf was announced in<br />

February 2009.<br />

Improvement in the performance of synthetic<br />

turf sports pitches, particularly for football, is<br />

one of the key challenges in this market. The<br />

market penetration of synthetic turf in sport<br />

has risen sharply in the last few years, but is<br />

still fairly low worldwide. A greater degree of<br />

co-operation, the use of only environmentally<br />

friendly components, the reduction of pro-<br />

Schnecksville, Pennsylvania, is growing steadily. One of the consequences of that growth is its increasing car traffic, necessitating<br />

reconstruction and widening of the through road. However, the town wanted to protect the surrounding nature reserve, rich in<br />

water, as much as possible from the work. The construction had to take up as little space as possible. The best solution – because<br />

it was the most cost-effective, environmentally friendly and simply one – was a stabilised earth retaining wall with <strong>TenCate</strong> geo-<br />

synthetics and geogrids. These materials are perfectly suited for layered soil stabilisation in such steep road structures.


curement and replacement costs as well as a<br />

greater degree of certainty with regard to<br />

performance will have a positive impact on<br />

acceptance. Synthetic turf potentially offers<br />

unprecedented benefits over the year compared<br />

to natural grass as a sports playing surface.<br />

The market position as a producer of synthetic<br />

turf fibres is partly based on economies of<br />

scale. <strong>TenCate</strong> is the only supplier in the market<br />

with such a wide product portfolio (product<br />

differentiation) in the field of sports and<br />

landscaping. With production facilities in the<br />

Netherlands, Dubai and the US, <strong>TenCate</strong> has<br />

organised its production more cost-effectively<br />

and the logistical lines to customers in the<br />

sector are short.<br />

The technology component has also been<br />

strongly developed within the grass group.<br />

<strong>TenCate</strong> has a large number of valuable patents.<br />

Formulations are developed in-house<br />

which give fibres high wear resistance and<br />

make them flexible and resilient.<br />

Technologies available within <strong>TenCate</strong> as a<br />

whole are drawn upon to devise new methods<br />

for the production of synthetic turf carpet.<br />

<strong>TenCate</strong> has demonstrated its technological<br />

leadership in new developments for many<br />

years. The company also strives to develop a<br />

safe product which makes a positive contribution<br />

to the prevention of sports injuries (synthetic<br />

turf for a safe and sustainable sporting<br />

experience).<br />

PERFORMANCE IN <strong>2008</strong><br />

The Grass group generated revenue growth of<br />

16%, resulting in a larger share of the total<br />

revenues of the Geosynthetics & Grass sector.<br />

The increase in revenues was partly<br />

caused by the price effect. In volume terms,<br />

growth fell short of the high expectations,<br />

particularly due to the sluggishness market<br />

conditions in the second half of <strong>2008</strong>. The<br />

sluggishness was partly due to the initial<br />

sharp rise in raw material costs in the high<br />

season, after which they fell back sharply.<br />

The increased scarcity of financial resources<br />

in the final four months of <strong>2008</strong> prevented<br />

some operators from building inventories<br />

before the year-end for the forthcoming season.<br />

This extreme situation led to lower revenue<br />

growth than could be expected on the<br />

basis of general market forecasts. This situation<br />

also put downward pressure on prices.<br />

Production was partly shut down at the end<br />

of <strong>2008</strong> in order to control working capital.<br />

New products were developed in <strong>2008</strong> offering<br />

superior quality characteristics. The<br />

<strong>TenCate</strong> Monoslide ® Pro fibre is an example<br />

of a resilient and durable fibre which has been<br />

developed primarily for football. For a number<br />

of strategic partners, specific products with<br />

high functional characteristics are developed<br />

for applications in hockey, tennis and football.<br />

The XP fibre has been developed particularly<br />

for intensively used facilities such as Cruyff<br />

Courts ® , a concept developed jointly with<br />

<strong>TenCate</strong> and provided by the Cruyff<br />

Foundation. This fibre is manufactured on<br />

unique machines in accordance with a specific<br />

formulation. The <strong>TenCate</strong> Tapeslide ® XP<br />

fibre is thus a unique and particularly wearresistant<br />

yet soft product, which is particularly<br />

sliding-friendly. Substantial revenue growth<br />

was achieved with this product, demonstrating<br />

that the characteristics of fibres lead to<br />

considerable sale volumes worldwide. That is<br />

an important success factor in the development<br />

of unique fibres of high functional quality<br />

marketed through <strong>TenCate</strong>-dedicated parties.<br />

For this reason the decision was also taken<br />

during the year to rationalise the range of volume<br />

products. This concerned products with<br />

Royal Ten Cate Annual Report <strong>2008</strong> 63


too limited distinctive capability and products<br />

at the end of their life cycle. The market for<br />

such products is price sensitive. These products<br />

provide little support for a conceptual<br />

system approach and increased quality<br />

awareness in end-markets.<br />

Since <strong>2008</strong>, the organisation has been managed<br />

as an integrated group on the basis of a<br />

regional market strategy and global account<br />

management, with the optimum production<br />

method (location) being chosen with the highest<br />

level of efficiency. The synthetic turf<br />

activities of Mattex in Dubai have been fully<br />

integrated. An integrated customer approach<br />

also applies among the <strong>TenCate</strong> businesses in<br />

the United States and the Netherlands.<br />

The sports market is currently the most important<br />

market for synthetic turf, but the landscaping<br />

market has the potential to surpass<br />

the sports market. Water conservation is one<br />

of the main reasons for using synthetic turf in<br />

gardens and public green spaces.<br />

Within the sports market, the football market<br />

is seeing the highest growth. A sports-related<br />

market is the market for multisport applications,<br />

particularly in schools. This market is<br />

focused on America and Asia. Each market<br />

64<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

requires products with specific functional<br />

characteristics.<br />

<strong>TenCate</strong> generated its lowest growth in Asia<br />

as a result of high import duties. These make<br />

it more difficult for <strong>TenCate</strong> to compete in the<br />

middle segment of the market. The lower market<br />

segment is of such a low quality level that<br />

<strong>TenCate</strong> does not cater to it.<br />

TECHNOLOGICAL DEVELOPMENTS<br />

<strong>TenCate</strong> originated as a producer of components.<br />

The combination of components to a<br />

large extent determines the technical sporting<br />

characteristics. The substructure (layers<br />

under the top layer) nevertheless provide certain<br />

characteristics, such as shock absorption<br />

and ball bouncing behaviour. <strong>TenCate</strong>’s technological<br />

developments are aimed partly at<br />

integrating as many functionalities as possible<br />

in the top layer, thereby reducing the costs<br />

of installation or renovation.<br />

OUTLOOK<br />

The demand side of the synthetic turf market<br />

for sport applications remains structurally<br />

sound. Synthetic turf offers large cost and<br />

other advantages compared to natural grass,<br />

particularly for intensively used sports pitches.<br />

Water conservation is also increasingly a<br />

Sensory synthetic turf system in Polman Stadium<br />

motive for the choice of synthetic turf.<br />

In Europe, however, this market is strongly<br />

influenced by government budgets. Sports<br />

complexes are often owned by local authorities.<br />

The availability of these budgets for<br />

sports can sometimes be delayed and priorities<br />

may be temporarily changed. The current<br />

tightness in the financial markets has a negative<br />

impact on the synthetic turf sector. It<br />

consists largely of private marketing and<br />

installation companies which have relatively<br />

limited financial buffers and have grown<br />

strongly in the past in tandem with the growth<br />

in the market (15-20% annually) also grown<br />

strongly. It is uncertain how these companies<br />

will fare in the market in future in the face of<br />

a constrained credit policy.<br />

The situation in the housing market and the<br />

decline in consumer confidence are expected<br />

to have a negative impact on the landscaping<br />

market. However, this market is smaller than<br />

the sports market.<br />

Heracles Almelo will be playing its home matches at the Polman Stadium on a new synthetic turf system this season. The Two<br />

Dimension Pro system was co-developed by <strong>TenCate</strong>. The synthetic turf hides an innovation: dozens of sensors are embedded in<br />

the shock pad. Among other things, these register the impact on and condition of the turf. Heracles’ technical staff receives infor-<br />

mation and advice on maintenance on the basis of these data.<br />

<strong>TenCate</strong> sees the stadium as a showroom in which it can display the latest developments in synthetic turf. The players of Heracles<br />

Almelo are very happy with the new synthetic turf system.


Technologies<br />

INKJET TECHNOLOGY<br />

◾ Xennia Technology ltd, UK<br />

Specialist inkjet technology for industrial<br />

applications<br />

A majority holding (75%) was acquired in the<br />

British company Xennia in March <strong>2008</strong>. This<br />

company is one of the few specialists in the<br />

world in the field of inkjet technology for<br />

industrial applications. Intensive co-operation<br />

has already taken place with this company in<br />

the European DigiTex-project. Within this<br />

project, <strong>TenCate</strong> develops exclusive applications<br />

for innovative digital finishing process<br />

(Digifin). Production methods and processes<br />

are developed jointly with partners for this<br />

technological innovation.<br />

Xennia originally focused mainly on research<br />

and development assignments for third parties<br />

on a contract basis. Xennia’s speciality is combining<br />

the technology (hardware) with operating<br />

systems (software) based on its own chemical<br />

formulations for inks, coatings etc. Xennia<br />

has a range of ink formulations for applications<br />

in areas such as printed electronics (circuits,<br />

infrared reflection, coatings with self-cleaning<br />

effect on special inks for applications in the<br />

printing sector (such as label printers).<br />

Xennia leading in inkjet technology<br />

The use of inkjet technology in industrial processes<br />

is still in its infancy, but the growth<br />

potential is enormous. The advantages of<br />

inkjet technology are:<br />

◾ Rapid reaction time to changing market<br />

demand (reduction of inventories);<br />

◾ Mass customisation;<br />

◾ Cost benefits (production costs, environmental<br />

costs, labour costs);<br />

◾ Product innovations through new possibilities<br />

offered by the technology;<br />

◾ Accuracy and controllability<br />

Due to the complexity of the technology and<br />

the relatively high price of inks, there has as<br />

yet been no exponential growth, but considerable<br />

technological progress has already been<br />

made in the past few years. As the potential<br />

areas of application grow, the increased volumes<br />

will also lead to a decrease in the price<br />

of the special inks and coatings.<br />

Xennia plays an important role in this process<br />

as a developer and problem solver. The company<br />

will continue to fulfil this role after the<br />

acquisition of a 75% interest by <strong>TenCate</strong>. In<br />

<strong>2008</strong> the company received a number of new<br />

requests for co-operation in development<br />

projects. Co-operation with <strong>TenCate</strong> for devel-<br />

<strong>TenCate</strong> owns a controlling interest in Xennia Technology, a leading company in digital inkjet technology. <strong>TenCate</strong> believes in the<br />

opportunities of using inkjet technology for protective and outdoor fabrics and will be introducing products with new or improved<br />

properties (smart textiles) in the near future. Moreover, this development represents a significant cost saving (in the field of envi-<br />

ronmental considerations and energy, for instance) for <strong>TenCate</strong>. Digital inkjet technology is one of the answers to the trend<br />

towards sustainable business and mass customisation – the cost-effective production of big customer-specific orders in small<br />

series. It also represents opportunities in relation to the production of synthetic turf and composite materials.<br />

opments in the technical textiles takes place<br />

on an exclusive basis.<br />

Xennia also has a number of hardware components<br />

which have been developed in-house.<br />

The sale of these components is also beginning<br />

to make a substantial contribution to the<br />

company’s revenues and results. Joint ventures<br />

have been entered into with various<br />

producers of print heads, including the British<br />

company Xaar.<br />

Within the foreseeable future, Xennia’s revenues<br />

will consist mainly of the sale of components<br />

and royalties on links/coatings and<br />

other royalty income.<br />

Xennia achieved growth in <strong>2008</strong> and made a<br />

positive contribution to the company result.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 65


AQUACULTURE. THE MOST NATURAL THING IN THE WORLD.<br />

66 INDUSTRIAL FABRICS<br />

The number of fish farms is growing worldwide. Modern locations can<br />

be found in Scottish estuaries and Norwegian fjords.<br />

Sustainable aquaculture is important for many reasons. Predator fish try<br />

to eat the cultured fish. <strong>TenCate</strong> Aquagrid prevents this. The material is<br />

much stronger than conventional nylon netting, reducing replacement<br />

and maintenance costs. The smooth coating reduces fouling.


Micro-organisms attach much less easily to this material than to nylon.<br />

The coating also prevents the fish from unravelling the netting. Cleaning<br />

is easier because organisms are easily removed with a brush or highpressure<br />

water spray. Anti-foulant is no longer necessary, which is<br />

good news for cultured fish and their living environment.<br />

At <strong>TenCate</strong> Industrial Fabrics in Almelo,<br />

Maarten Bos, Gerrit Hofmans and<br />

Jan-Willem Heezen constitute the sales<br />

team for, among other things, <strong>TenCate</strong><br />

Aquagrid. They focus on the European<br />

market.<br />

Aquaculture is the world’s fastest growing<br />

agrarian industry. In Norway, the sales<br />

team works on bringing its innovative<br />

products to the attention of aquafarmers.<br />

The large-scale aquaculture of cod is the<br />

main business in the Norwegian fjords.<br />

On other continents, too, the grid product<br />

is marketed by sales teams from America,<br />

Australia and Asia.


Technical Components /<br />

Holding & Services<br />

KEY FIGURES<br />

Technical Components /<br />

Holding & Services <strong>2008</strong> 2007 2006 2005 2004<br />

in millions of euros unless stated otherwise<br />

Revenues<br />

Operating result before amortisation<br />

53.8 67.4 93.3 127.0 179.2<br />

(EBITA) – 3.9 2.4 * 4.2 – 1.5 1.7<br />

Operating result (EBIT) – 3.9 2.4 3.7 – 1.8 1.7<br />

Investments 7.3 1.0 2.4 2.5 2.7<br />

Depreciation and amortisation 1.7 1.9 3.3 5.2 5.7<br />

Staff years at year-end 657 729 696 863 1.254<br />

*<br />

Including exceptional items.<br />

ACTIVITIES<br />

◾ <strong>TenCate</strong> Enbi<br />

Technical rollers and components particularly<br />

for printers, copiers, fax machines, postal<br />

sorting machines and automated teller<br />

machines.<br />

<strong>TenCate</strong> Enbi develops and produces technical<br />

rollers and components based on rubber<br />

and foam technology for paper transport and<br />

image transfer in printers, copiers and fax<br />

machines, as well as for postal sorting<br />

machines and automated teller machines. The<br />

group is one of the world’s major players in<br />

68<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

this field. <strong>TenCate</strong> Enbi has sites at Beek (the<br />

Netherlands), Opladen (Germany), Rétság<br />

(Hungary), Shelbyville (Indiana, US), Rochester<br />

(New York, US), Singapore and Zhuhai (China).<br />

In the financial reports, the data for <strong>TenCate</strong><br />

Enbi are combined with those of the holding<br />

company and the related <strong>TenCate</strong> services.<br />

REVENUES AND RESULTS<br />

The revenues of the Technical Components /<br />

Holding & Services sector declined by 20%.<br />

The EBITA of the Technical Components /<br />

Holding & Services sector declined by € 6.3<br />

million to - € 3.9 million. This decrease is<br />

associated with the 2007 exceptional item of<br />

€ 4.1 million referred to previously, the<br />

decrease in the revenues and results of<br />

<strong>TenCate</strong> Enbi and the recognition of a reorganisation<br />

provision at <strong>TenCate</strong> Enbi in <strong>2008</strong>.<br />

MARKET POSITION AND STRATEGY<br />

<strong>TenCate</strong> Enbi occupies an important position<br />

as a leading supplier to major printer and copier<br />

producers in Europe, America and now<br />

also Asia. The products consist mainly of components<br />

for image transfer (technical rollers)<br />

and paper transport. The products have to<br />

meet strict qualification requirements with<br />

regard to technical characteristics.<br />

<strong>TenCate</strong> Enbi is one of few suppliers to operate<br />

on three continents: Europe, North<br />

America and Asia. Its competitors mainly<br />

operate locally. As an industrial supplier, it is<br />

important as a partner in the logistics chain<br />

to provide added value and serve as a sounding<br />

board in technological development proc-


esses. Naturally, this all has to be done on the<br />

basis of competitive terms and conditions.<br />

In addition to the office market, <strong>TenCate</strong> Enbi<br />

serves niche markets, such as postal sorting<br />

machines, automated teller machines, photo<br />

printers and (foam-based) insulation products.<br />

A strong development capacity and the possibility<br />

of wider knowledge deployment are key<br />

conditions for success in this market, which<br />

has increasingly short product life cycles.<br />

PERFORMANCE IN <strong>2008</strong><br />

The markets for printers and copiers came<br />

under increasing pressure in <strong>2008</strong>. The major<br />

producers announced measures and reported<br />

steep falls in earnings. <strong>TenCate</strong> Enbi was not<br />

immune to this trend. In addition, customers<br />

deferred new developments, as a result of<br />

which revenues fell short of the expected<br />

level.<br />

One of the major customers insourced part of<br />

its production, causing a loss of revenues for<br />

<strong>TenCate</strong> Enbi. A long-term co-operation<br />

arrangement was nevertheless entered into<br />

with regard to future volumes, providing security<br />

and compensation.<br />

A positive development is the diversification<br />

within Europe, which became necessary due<br />

to the loss of a large part of the traditional<br />

revenues in the European printer and copier<br />

market. <strong>TenCate</strong> Enbi won a multi-year contract<br />

in the field of boiler insulation for heating<br />

systems.<br />

The newly acquired projects in Asia have still<br />

not generated expected revenue levels, as a<br />

result of the general economic situation.<br />

Further cost measures were taken in view of<br />

the market situation. The sites in Hungary and<br />

Germany were integrated, generating greater<br />

commercial strength. Additional cost measures<br />

have also been taken recently at the<br />

head office of <strong>TenCate</strong> Enbi, including the<br />

transfer of the R&D department to Singapore.<br />

The strategic focus for <strong>TenCate</strong> Enbi is<br />

not currently on the fix-it/exit-process.<br />

Divestment is not a realistic proposition at<br />

present. The emphasis is primarily on improving<br />

the return and strengthening the market<br />

position with a profitable product portfolio.<br />

OUTLOOK<br />

The outlook in the traditional markets, even in<br />

Asia, is uncertain. Costs will be brought into<br />

line with the market outlook in 2009. <strong>TenCate</strong><br />

will continue to strive for a strong positioning<br />

for <strong>TenCate</strong> Enbi as a reliable high-quality<br />

supplier. Continuity is a key principle in order<br />

to provide maximum certainty for customers.<br />

In this difficult economic situation, it is particularly<br />

important to be part of an internationally<br />

well-positioned company.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 69


SUSTAINABILITY. THE MOST NATURAL THING IN THE WORLD.<br />

70 GEOSYNTHETICS<br />

Water plays a central part in the history of geotextile. After the great<br />

inundation of the southwest Netherlands in 1953, protective resources<br />

were vital. Initially, these were sandbags made from synthetic fabrics<br />

that were used to seal holes in breached dykes. This was the world’s first<br />

implementation of synthetic fibres in hydraulic engineering. From 1957<br />

geotextiles were used in several applications in the Delta Works, which


protect the southwest Netherlands from a new storm surge with coastal<br />

defences. In 2053, this will be 100 years ago.<br />

Today, <strong>TenCate</strong>’s geosynthetics are the basis for a range of earth and<br />

water works, such as Palm Island in Dubai, Hong Kong Airport, and the<br />

coastal defences on the Eastern Seaboard.<br />

In <strong>2008</strong>, the Dutch water polo players<br />

Marieke van den Ham and Rianne Guichelaar<br />

won a gold medal with their 11 team<br />

mates at the Beijing Olympics. Both started<br />

their water polo careers in swimming pools<br />

in Twente.<br />

Rianne Guichelaar (1983) has been playing<br />

water polo since she was eight years old.<br />

She debuted in the Dutch water polo team<br />

in May 2001. Rianne is left-handed and is a<br />

member of swimming and water polo club<br />

Het Ravijn from Nijverdal, Twente.<br />

Marieke van den Ham (1983) has been<br />

playing water polo since she was 14 years<br />

old. She, too, is left-handed and started out<br />

with a club in Wierden, Twente. In 2007,<br />

she became the national champion with<br />

her water polo club Polar Bears from Ede


72<br />

Royal Ten Cate Annual Report <strong>2008</strong>


Financial statements <strong>2008</strong><br />

Royal Ten Cate<br />

Consolidated profit and loss account 75<br />

Consolidated balance sheet 76<br />

Consolidated cash flow statement 78<br />

Consolidated statement of changes<br />

in Group equity 80<br />

Notes to the consolidated financial statements 81<br />

1 General information on Royal Ten Cate 81<br />

2 General principles for financial reporting 81<br />

3 Principles for the preparation<br />

of the financial statements 81<br />

4 Consolidation principles 82<br />

5 Foreign currencies 83<br />

6 Derivatives 83<br />

7 Hedge accounting 84<br />

8 Segment reporting 84<br />

9 Revenues 84<br />

10 Government subsidies 84<br />

11 Raw materials and manufacturing supplies 85<br />

12 Lease payments 85<br />

13 Financial income and expenses 85<br />

14 Profit tax 85<br />

15 Earnings per share 86<br />

16 New standards and interpretations<br />

not yet applied 86<br />

17 Principles for the preparation<br />

of the cash flow statement 87<br />

18 Intangible fixed assets 88<br />

19 Tangible fixed assets 89<br />

20 Inventories 90<br />

21 Trade and other receivables 90<br />

22 Cash and cash equivalents 90<br />

23 Impairment 90<br />

24 Share capital 91<br />

Royal Ten Cate Annual Report <strong>2008</strong> 73


25 Pension liabilities 91<br />

26 Share-based payments 92<br />

27 Provisions 93<br />

28 Long-term debts 93<br />

29 Trade creditors 94<br />

30 Determination of the fair value<br />

of business combinations 94<br />

Notes to the consolidated profit and loss accaount 95<br />

31 Segment information 95<br />

32 Acquisitions and divestment<br />

of operating companies 97<br />

33 Personnel costs 99<br />

34 Other operating costs 99<br />

35 Financial income and expenses 100<br />

36 Profit tax 100<br />

37 Result from divested activities 101<br />

Notes to the consolidated balance sheet 102<br />

38 Intangible fixed assets 102<br />

39 Tangible fixed assets 104<br />

40 Financial fixed assets 105<br />

41 Deferred profit tax assets and liabilities 106<br />

42 Inventories 107<br />

43 Trade debtors 107<br />

44 Other receivables 107<br />

45 Cash and cash equivalents 108<br />

46 Total shareholders’ equity 108<br />

47 Earnings per share 111<br />

48 Long-term debts 112<br />

49 Pension liabilities 114<br />

50 Provisions 117<br />

74<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

Other information 118<br />

51 Financial instruments 118<br />

52 Liabilities not shown in the balance sheet 124<br />

53 Investment liabilities 124<br />

54 Contingent liabilities 124<br />

55 Post balance sheet events 125<br />

56 Related parties 125<br />

57 Estimates and judgments formed<br />

by the management 127<br />

Company financial statements 128<br />

58 Company profit and loss account 128<br />

59 Company balance sheet 128<br />

Notes to the company financial statements 129<br />

60 Financial fixed assets 129<br />

61 Equity 129<br />

62 Called and paid-up capital 130<br />

63 Ordinary shares 130<br />

64 Share premium reserve 130<br />

65 Statutory reserve 131<br />

66 Other reserves 131<br />

67 Option plan 131<br />

68 Provisions 134<br />

69 Long-term liabilities 134<br />

70 Short-term liabilities 134<br />

71 Auditor’s fees 135<br />

72 Liabilities not shown in the balance sheet 135


Consolidated profit and loss account<br />

in millions of euros note <strong>2008</strong> 2007<br />

Revenues 31 1,032.6 886.0<br />

Changes in inventories of finished products and work in progress – 18.0 – 11.7<br />

Raw materials and manufacturing supplies 562.0 463.6<br />

Work contracted out and other external expenses 60.7 54.9<br />

Personnel costs 33 190.3 178.3<br />

Depreciation and impairment 39 30.7 29.1<br />

Amortisation 38 11.6 3.6<br />

Other operating costs 34 111.5 98.8<br />

Total operating expenses 948.8 816.6<br />

OPERATING RESULT 83.8 69.4<br />

Financial income 35 4.2 0.5<br />

Financial expenses 35 – 17.9 – 11.8<br />

NET FINANCIAL EXPENSES – 13.7 – 11.3<br />

PRE-TAX INCOME 70.1 58.1<br />

Profit tax<br />

Result from ordinary operations after tax but before<br />

36 – 19.1 – 11.9<br />

divestment of activities 51.0 46.2<br />

Result from divested activities after tax 37 – 0.3<br />

RESULT AFTER TAX 51.0 46.5<br />

ATTRIBUTABLE TO:<br />

Shareholders of parent company (net income) 51.1 46.4<br />

Minority interests – 0.1 0.1<br />

Weighted average number of shares (x 1,000) 47 23,426 22,797<br />

Weighted average number of shares after dilution (x 1,000) 47 23,495 22,967<br />

Net income per share (in euros) 47 2.18 2.04<br />

Diluted net income per share (in euros) 47 2.17 2.02<br />

The notes in sections 1 to 72 form an integral part of these consolidated financial statements.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 75


Consolidated balance sheet<br />

in millions of euros note 31 December <strong>2008</strong> 31 December 2007<br />

FIXED ASSETS<br />

Goodwill 38 165.1 115.1<br />

Other intangible fixed assets 38 47.0 21.7<br />

Tangible fixed assets 39 247.4 218.1<br />

Financial fixed assets 40 10.9 6.2<br />

Deferred profit tax assets 41 14.2 13.6<br />

Total fixed assets 484.6 374.7<br />

CURRENT ASSETS<br />

Inventories 42 211.5 176.2<br />

Receivables<br />

Trade debtors 43 168.9 145.8<br />

Profit tax receivables 2.5 3.8<br />

Other receivables 44 16.3 16.6<br />

Cash and cash equivalents 45 5.4 4.8<br />

Total current assets 404.6 347.2<br />

TOTAL ASSETS 889.2 721.9<br />

76<br />

Royal Ten Cate Annual Report <strong>2008</strong>


in millions of euros note 31 December <strong>2008</strong> 31 December 2007<br />

GROUP EQUITY<br />

Share capital 59.9 58.9<br />

Share premium reserve 49.7 50.7<br />

Statutory reserve – 5.9 – 19.5<br />

Other reserves 212.1 173.6<br />

Undistributed Result 51.1 46.4<br />

Total shareholders’ equity 366.9 310.1<br />

Minority interests 5.1 0.3<br />

Group equity 372.0 310.4<br />

LONG-TERM LIABILITIES<br />

Long-term debts 48 316.2 222.3<br />

Pension liabilities 49 24.3 28.5<br />

Provisions 50 9.6 11.4<br />

Deferred profit tax liabilities 41 5.2 0.9<br />

Total long-term liabilities 355.3 263.1<br />

SHORT-TERM LIABILITIES<br />

Cash loans, overdrafts 45 19.4 12.5<br />

Repayment of long-term debt 48 0.9 0.4<br />

Trade creditors and other payables 132.6 128.9<br />

Provisions 50 4.4 3.4<br />

Profit tax liabilities 4.6 3.2<br />

Total short-term liabilities 161.9 148.4<br />

Total liabilities 517.2 411.5<br />

TOTAL GROUP EQUITY AND LIABILITIES 889.2 721.9<br />

The notes in sections 1 to 72 form an integral part of these consolidated financial statements.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 77


Consolidated cash flow statement<br />

in millions of euros note <strong>2008</strong> 2007<br />

CASH FLOW FROM OPERATING ACTIVITIES<br />

Result after tax 51.0 46.5<br />

Adjustments for:<br />

Depreciation and impairment 39 30.7 29.1<br />

Amortisation 38 11.6 3.6<br />

Net interest income and expense 17.4 11.3<br />

Profit tax 36 19.1 11.9<br />

Result from divested activities 37 – – 0.3<br />

Result from sale of tangible fixed assets 34 – 6.7 – 9.7<br />

Costs of option scheme 1.7 1.1<br />

Change in provisions and pension liabilities<br />

CASH FLOW FROM OPERATING ACTIVITIES BEFORE CHANGE IN<br />

– 2.2 – 5.3<br />

WORKING CAPITAL 122.6 88.2<br />

CHANGES IN WORKING CAPITAL<br />

Inventories – 14.6 – 19.8<br />

Receivables – 0.7 – 31.6<br />

Short-term liabilities – 20.5 16.2<br />

– 35.8 – 35.2<br />

CASH FLOW FROM OPERATING ACTIVITIES 86.8 53.0<br />

Interest paid – 18.7 – 11.1<br />

Profit tax paid – 19.4 – 14.1<br />

CASH FLOW FROM OPERATING ACTIVITIES 48.7 27.8<br />

78<br />

Royal Ten Cate Annual Report <strong>2008</strong>


in millions of euros note <strong>2008</strong> 2007<br />

CASH FLOW FROM INVESTING ACTIVITIES<br />

Income from sale of tangible fixed assets 34 12.8 11.1<br />

Interest received – 0.3<br />

Divested activities less cash – 7.8<br />

Receipt of long-term receivables – 0.2<br />

Acquisition of operating companies less cash acquired 32 – 88.1 – 182.9<br />

Investments in intangible fixed assets 38 – 1.2 – 1.4<br />

Investments in tangible fixed assets 39 – 46.8 – 61.5<br />

Increase in long-term receivables – – 0.5<br />

CASH FLOW FROM INVESTING ACTIVITIES – 123.3 – 226.9<br />

CASH FLOW FROM OPERATING AND INVESTING ACTIVITIES – 74.6 – 199.1<br />

CASH FLOW FROM FINANCING ACTIVITIES<br />

Issue of shares – 50.6<br />

Issue of repurchased shares 0.4 1.0<br />

Repurchase of own shares – – 4.2<br />

Drawdown of long-term debt 74.4 215.3<br />

Repayment of long-term debt – – 56.2<br />

Dividend payment to shareholders – 8.6 – 4.7<br />

CASH FLOW FROM FINANCING ACTIVITIES 66.2 201.8<br />

CHANGE IN CASH – 8.4 2.7<br />

Cash on 1 January 45 – 7.7 – 22.4<br />

Currency differences in cash 2.1 12.0<br />

CASH AS AT 31 DECEMBER 45 – 14.0 – 7.7<br />

The notes in sections 1 to 72 form an integral part of these consolidated financial statements.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 79


Consolidated statement of changes in group equity<br />

in millions of euros<br />

80<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

Share<br />

capital<br />

Share<br />

premium<br />

Retained<br />

earnings of<br />

associated<br />

companies<br />

Translation<br />

differences<br />

Retained Undistributed Undistributed<br />

earnings profit result<br />

Total<br />

shareholders’<br />

equity<br />

Minority<br />

interest<br />

BALANCE AS AT<br />

1 JANUARY 2007<br />

Foreign currency translation<br />

52.7 6.3 – – 2.0 105.2 0.5 76.0 238.7 0.2 238.9<br />

differences – 18.8 – 18.8 – 18.8<br />

Result for 2007 46.4 46.4 0.1 46.5<br />

TOTAL RESULT FOR 2007 – – – – 18.8 – – 46.4 27.6 0.1 27.7<br />

Appropriation of 2006 profit 1.3 58.5 – 59.8 – –<br />

Dividend paid – 4.7 – 4.7 – 4.7<br />

Stock dividend 0.9 – 0.9 11.5 – 11.5 – –<br />

Issue of shares 5.3 45.3 50.6 50.6<br />

Share-based payments 1.1 1.1 1.1<br />

Issue of repurchased shares 1.0 1.0 1.0<br />

Repurchase of own shares – 4.2 – 4.2 – 4.2<br />

TOTAL OTHER CHANGES<br />

BALANCE AS AT<br />

6.2 44.4 1.3 – 67.9 – – 76.0 43.8 – 43.8<br />

31 DECEMBER 2007 58.9 50.7 1.3 – 20.8 173.1 0.5 46.4 310.1 0.3 310.4<br />

BALANCE AS AT<br />

1 JANUARY <strong>2008</strong><br />

Foreign exchange translation<br />

58.9 50.7 1.3 – 20.8 173.1 0.5 46.4 310.1 0.3 310.4<br />

differences 12.2 12.2 – 0.4 11.8<br />

Result for <strong>2008</strong> 51.1 51.1 – 0.1 51.0<br />

TOTAL RESULT FOR <strong>2008</strong> – – – 12.2 – – 51.1 63.3 – 0.5 62.8<br />

Appropriation of 2007 profit 1.4 26.5 – 0.4 – 27.5 – – –<br />

Dividend paid – 8.6 – 8.6 – – 8.6<br />

Stock dividend 1.0 – 1.0 10.3 – 10.3 – – –<br />

Share-based payments<br />

Changes as a result of<br />

1.7 1.7 1.7<br />

consolidation 5.3 5.3<br />

Issue of repurchased shares 0.4 0.4 0.4<br />

TOTAL OTHER CHANGES 1.0 – 1.0 1.4 – 38.9 – 0.4 – 46.4 – 6.5 5.3 – 1.2<br />

BALANCE AS AT<br />

31 DECEMBER <strong>2008</strong> 59.9 49.7 2.7 – 8.6 212.0 0.1 51.1 366.9 5.1 372.0<br />

The notes in sections 1 to 72 form an integral part of these consolidated financial statements.<br />

Group<br />

equity


Notes to the consolidated financial statements<br />

ACCOUNTING STANDARDS<br />

1 GENERAL INFORMATION ON ROYAL TEN CATE<br />

Koninklijke Ten Cate nv (Royal Ten Cate) (the company) is established in Almelo, the Netherlands.<br />

The consolidated financial statements of the company comprise the financial statements of the company and its<br />

operating companies (referred to collectively as the ‘Group’) and the Group’s interests in other (non-consolidated)<br />

participating interests and proportionally consolidated joint ventures. The financial statements have been<br />

prepared by the Executive Board.<br />

The <strong>2008</strong> annual report and accounts were discussed on 3 March 2009 at the meeting of the Supervisory Board.<br />

They were released by the Executive Board for publication on 4 March 2009. They will be presented to the<br />

general meeting of shareholders for adoption on 9 April 2009.<br />

The parent company financial statements form part of the <strong>2008</strong> financial statements of Royal Ten Cate. Royal<br />

Ten Cate has made use of the exemption pursuant to article 2:402 of Book 2 of the Netherlands Civil Code with<br />

regard to the parent company financial statements.<br />

The original financial statements were prepared in the Dutch language. This document is a version translated<br />

into English. In the event of any differences between the English and the Dutch text, the latter shall prevail.<br />

2 GENERAL PRINCIPLES FOR FINANCIAL REPORTING<br />

The consolidated financial statements have been prepared in accordance with International Financial Reporting<br />

Standards, as adopted within the EU (hereinafter EU-IFRS) and with Part 9 of Book 2 of the Netherlands Civil<br />

Code.<br />

3 PRINCIPLES FOR THE PREPARATION OF THE FINANCIAL STATEMENTS<br />

The financial statements are presented in millions of euros, unless stated otherwise. The financial statements<br />

have been prepared on the basis of historical cost, except for the following assets and liabilities, which are<br />

valued at fair value: derivatives, financial instruments held for trading purposes.<br />

In preparing the financial statements, the Executive Board has used estimates and assumptions which affect<br />

the amounts stated in the consolidated financial statements (see note 57). Changes in estimates and assumptions<br />

may affect amounts reported in future years. The actual results may differ from such estimates.<br />

The accounting principles set out below have been applied consistently by the Group’s operating companies and<br />

joint ventures for the periods presented in these consolidated financial statements.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 81


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

4 CONSOLIDATION PRINCIPLES<br />

4.1 Operating companies<br />

Operating companies are undertakings in which the company directly and/or indirectly has a controlling interest.<br />

The company has a direct or indirect controlling interest if it can determine the financial and operational policy<br />

of a company in such a way that it can derive a benefit from the activities of that company. The financial<br />

statements of operating companies are included in the consolidated financial statements from the first to<br />

the last date on which control is exercised. Minority interests in the Group result and the shareholders equity<br />

of the Group are stated separately.<br />

4.2 Associated companies, joint ventures and other participating interests<br />

Associated companies are undertakings in which the Group can exercise significant influence on the financial<br />

and operational policy, but in which it has no controlling interest and which are not therefore included in the<br />

consolidation. Joint ventures are companies over which the Group has joint control and in which such control<br />

has been set forth in an agreement and in which strategic decisions on the financial and operational policy<br />

are taken on the basis of unanimity.<br />

Joint ventures are proportionally consolidated. Associated companies are accounted for using the equity<br />

method.<br />

If the Group’s share in losses exceeds the book value of the associated company, the book value is stated at<br />

zero and further losses are no longer stated, unless the Group has entered into a legally enforceable or actual<br />

liability on behalf of the associated company.<br />

Other participating interests over which no significant influence is exercised are valued at fair value and<br />

the dividend is stated in the profit and loss account when it is made payable.<br />

If no fair value is available and other methods do not result in a reasonable estimate, the investment is valued<br />

at cost less impairment.<br />

4.3 Elimination of transactions on consolidation<br />

Intragroup balances and transactions between the operating companies in the Group and unrealised profits and<br />

losses on such transactions are eliminated in the preparation of the consolidated financial statements. Unrealised<br />

profits on Group transactions with proportionally consolidated joint ventures are eliminated in proportion to<br />

the Group’s interest in the joint venture. Unrealised losses are eliminated in the same way as unrealised profits,<br />

but only to the extent that there is no indication of impairment.<br />

82<br />

Royal Ten Cate Annual Report <strong>2008</strong>


5 FOREIGN CURRENCIES<br />

5.1 Transactions in foreign currencies<br />

Receivables and liabilities denominated in foreign currencies are converted into euros at the rate prevailing on<br />

the balance sheet date. Transactions in foreign currencies are converted into euros at the exchange rate applying<br />

on the transaction date. Foreign exchange translation differences are stated in the profit and loss account.<br />

Non-monetary assets and liabilities which are denominated in foreign currencies and valued on the basis of<br />

historical cost are converted into euros at the exchange rate on the transaction date.<br />

5.2 Foreign operating companies and joint ventures<br />

The profit and loss accounts of foreign operating companies are converted into euros at the exchange rate on<br />

the transaction date. Assets and liabilities including goodwill and fair value adjustments in respect of acquisitions<br />

are converted at the rate on the balance sheet date. The resulting translation differences are carried in<br />

equity. If a foreign activity is fully or partly divested, the respective amount is transferred from equity to the<br />

profit and loss account. The rates of the main currencies against the euro are as follows<br />

Closing rate Average rate<br />

<strong>2008</strong> 2007 <strong>2008</strong> 2007<br />

US dollar 1.39 1.46 1.47 1.37<br />

Hungarian forint (100) 2.67 2.54 2.52 2.52<br />

Danish krone 7.44 7.45 7.46 7.45<br />

UAE dirham 5.12 5.36 5.41 5.03<br />

Singapore dollar 2.00 2.12 2.08 2.06<br />

Malaysian ringgit 4.92 4.88 4.90 4.72<br />

British pound 0.96 0.74 0.79 0.69<br />

Thai bhat (100) 0.50 0.45 0.49 0.45<br />

Chinese yuan renminbi 9.50 10.75 10.27 10.43<br />

Australian dollar 2.03 1.68 1.74 1.64<br />

6 DERIVATIVES<br />

Royal Ten Cate uses derivatives in order to hedge exchange rate and interest rate risks resulting from operating,<br />

financing and investing activities. Examples are interest rate caps and swaps as well as currency options and<br />

forward contracts. In accordance with its treasury policy, the Group does not use derivatives for trading purposes.<br />

Nor does it issue such derivatives. Any derivatives which do not meet the requirements for hedge accounting<br />

are stated as trading instruments. Derivatives are valued at fair value. The inclusion of the resulting income or<br />

expense depends on the nature of the item being hedged. The fair value of derivatives is the estimated amount<br />

which the Group would receive or would have to pay in order to terminate the derivative on the balance sheet<br />

date, taking into account the current exchange rates, the current interest rate and the current creditworthiness<br />

of the counterparty/counterparties to the derivative.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 83


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

7 HEDGE ACCOUNTING<br />

Where specific conditions are met (IAS 39 88), hedge accounting can be applied. Under these specific conditions,<br />

there must be a demonstrable one-on-one relationship between the risk and the hedge instrument.<br />

In such a situation, the profit or loss is stated directly in equity (in the reserve for hedging results) during<br />

the term of the risk and the hedge instrument. When the risk and/or the hedge instrument terminates, the result<br />

is stated in the profit and loss account or in the cost price of the first-time inclusion of the non-financial asset<br />

or liability. If no hedge accounting is applied, profits or losses on the hedge instrument are always stated in the<br />

profit and loss account. Hedge accounting was applied for the first time in the <strong>2008</strong> financial statements<br />

in respect of a number of contracts.<br />

8 SEGMENT REPORTING<br />

A segment is a clearly distinguishable part of the Group which is engaged in the supply of products or services<br />

(business segment), or the supply of products or services in a particular economic environment (geographic<br />

segment) which has a different risk and return profile than other segments. The Group’s primary segmentation<br />

is based on business segments.<br />

9 REVENUES<br />

Revenues comprise the revenues from goods and services supplied to third parties, less discounts and any taxes<br />

due.<br />

Revenues from sales of goods are recognised in the profit and loss account when the main risks and benefits<br />

of ownership have been transferred to the purchaser.<br />

Revenues from services supplied are recognised in the profit and loss account in proportion to the extent of performance<br />

of the work applying on the balance sheet date. No revenues are recognised if the extent of the revenues<br />

cannot be reliably determined and if significant uncertainties remain with regard to the collection of the<br />

remuneration due, the associated costs or the possible return of goods, and also if there is a protracted management<br />

involvement with such goods.<br />

10 GOVERNMENT SUBSIDIES<br />

Subsidies granted as compensation for expenses incurred by the Group are systematically stated as income in<br />

the profit and loss account in the same period as that in which the subsidisable expenses are incurred and as<br />

soon as there is a reasonable certainty that they will be received and that the Group will fulfil the attached conditions.<br />

Subsidies granted to compensate the Group for the cost of an asset are systematically stated as cost of<br />

sales in the profit and loss account during the useful life of the asset.<br />

84<br />

Royal Ten Cate Annual Report <strong>2008</strong>


11 RAW MATERIALS AND MANUFACTURING SUPPLIES<br />

The consumption of raw materials and manufacturing supplies is calculated on the basis of historical cost.<br />

12 LEASE PAYMENTS<br />

12.1 Operational leasing<br />

Lease payments in respect of operational leasing are stated in the profit and loss account on a straight-line<br />

basis over the lease term.<br />

12.2 Financial leasing<br />

Lease payments are stated partly as financing charges and partly as a repayment of the outstanding liability.<br />

The financing costs are allocated to each period of the total lease term in such a way that this results in a constant<br />

periodic interest rate on the residual balance of the liability.<br />

13 FINANCIAL INCOME AND EXPENSES<br />

The financial income and expenses include the interest charges on cash, interest charges on financial lease<br />

payments, foreign exchange translation differences and results of derivatives for which no hedge accounting is<br />

used. Interest income and expenses are included in the profit and loss account on the basis of the effective<br />

interest method.<br />

14 PROFIT TAX<br />

The tax on profit for the financial year includes the taxation that is payable, available for set-off and deferred in<br />

respect of the reporting period. The tax is stated in the profit and loss account, except where it relates to items<br />

which are included directly in equity, in which case the tax is stated in equity. Tax that is payable and available<br />

for set-off in respect of the reporting period is the tax which is expected to be payable on the taxable result,<br />

calculated on the basis of tax rates which have been set on the balance sheet date, or on which a firm decision<br />

has been taken by the balance sheet date, and corrections to tax payable in respect of previous years.<br />

A receivable/provision is recognised for deferred tax differences using the balance sheet liability method for<br />

timing differences between the book value of assets and liabilities for the financial reporting and the fiscal<br />

book value of the items concerned. No provision is formed in respect of two timing differences: non-tax-deductible<br />

goodwill and the difference between the economic and fiscal value of operating companies, associated<br />

companies and a joint venture. The amount of the provision for deferred profit tax liabilities is based on the<br />

method by which the book value of the assets and liabilities is expected to be realised or settled, using tax<br />

rates which, on the balance sheet date, have been specified by law or in respect of which an effective legal<br />

decision has been taken.The amount of deferred profit tax assets is reduced to the extent that it is no longer<br />

likely that the associated tax benefit will be realised. Additional taxes on the profit in respect of dividend payments<br />

are stated at the same time as the liability to pay the respective dividend.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 85


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

Deferred profit tax assets and liabilities are offset if there is a legally enforceable right to offset the profit tax<br />

assets and liabilities and such assets and liabilities relate to profit tax imposed by the same tax authority on the<br />

same taxable entity, or on different taxable entities which intend to offset the profit tax assets and liabilities or<br />

whose profit tax assets and liabilities are realised simultaneously.<br />

A deferred profit tax asset is only recognised to the extent that it is likely that future taxable profits will be<br />

available which can be applied for the realisation of the timing difference. Deferred profit tax assets are<br />

reviewed on each reporting date and reduced if it is no longer likely that the associated tax benefit will be realised.<br />

15 EARNINGS PER SHARE<br />

The Group presents ordinary and diluted earnings per share for the ordinary share capital. The net income per<br />

ordinary share is calculated on the basis of the profit attributable to shareholders or the loss divided by the<br />

weighted average number of ordinary shares in issue during the reporting period. In the calculation of the diluted<br />

earnings, the weighted average number of ordinary shares in issue during the reporting period is corrected to<br />

take account of the potential dilutive effect on the ordinary shares arising from the share options granted to<br />

employees.<br />

16 NEW STANDARDS AND INTERPRETATIONS NOT YET APPLIED<br />

A number of new standards, amendments to standards and interpretations were not in force in <strong>2008</strong> and have<br />

therefore not been applied to these consolidated financial statements:<br />

◾ IFRS 8 – Operating Segments: introduces the segment reporting management approach. This becomes compulsory<br />

with effect from 2009 and is consistent with the breakdown which the management applies for<br />

internal purposes. The impact of IFRS 8 on <strong>TenCate</strong> is currently being analysed.<br />

◾ Revision of IAS 23 – Borrowing Costs: the existing possibility of charging borrowing costs relating to the<br />

construction or purchase of an asset directly to the result is no longer permitted under the amended standard.<br />

Instead, borrowing costs must be capitalised. This already happens in the case of significant investments.<br />

◾ IFRIC 14 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction<br />

makes clear that pension assets are available if, on the balance sheet date, there is an unconditional right<br />

to dispose of the surplus now or in the future in the form of repayments and/or future contribution reductions.<br />

Application of IFRIC 14 is compulsory in the case of the Group’s consolidated financial statements for<br />

2009. IFRIC 14 is not expected to have any impact on <strong>TenCate</strong>.<br />

◾ IFRS 3 – Business Combinations will be applied prospectively to the consolidated financial statements from<br />

2010 and therefore has no impact on prior periods.<br />

86<br />

Royal Ten Cate Annual Report <strong>2008</strong>


The revised IFRS 3 Business Combinations (<strong>2008</strong>) includes the following amendments, which will probably<br />

be relevant to the Group’s activities:<br />

◽ The definition of business has been extended; it can therefore be expected that a larger number of<br />

acquisitions will be treated as business combinations;<br />

◽ Conditional remuneration is valued at fair value; changes after first-time inclusion are stated in the<br />

profit and loss account;<br />

◽ Except in the case of share and debt issue costs, transaction costs are charged to the result in the period<br />

in which they are incurred;<br />

◽ Any interest already held in the acquired party is valued at fair value; the profit or loss is stated in the<br />

profit and loss account;<br />

◽ The acquirer can elect, on a transaction-by-transaction basis, to value a minority interest either at fair<br />

value or at the minority interest’s share of the identifiable assets and liabilities of the acquiree.<br />

◾ The amended IAS 27 Consolidated and Separate Financial Statements (<strong>2008</strong>) states that changes in the<br />

group’s ownership interest in a subsidiary, where control is retained, must be stated as a share transaction.<br />

If the group ceases to have control of a subsidiary, any residual interest in the former subsidiary must be<br />

measured at fair value, with the resulting profit or loss being stated in the profit and loss account. Application<br />

of the amendments to IAS 27 will be compulsory in respect of the Group’s consolidated financial statements<br />

for 2010.<br />

◾ The following new or amended standards are not expected to have any material impact on <strong>TenCate</strong>:<br />

◽ Revised IAS 1 – Presentation of Financial Statements<br />

◽ IFRS 2 – Share-based Payment – provisions for unconditional promise and cancellation<br />

◽ IFRIC 13 – Customer Loyalty Programmes<br />

◽ IAS 39 – Financial Instruments: Recognition and Measurement – qualifying hedged positions<br />

◽ IFRIC 15 – Agreements for the Construction of Real Estate<br />

◽ IFRIC 16 – Hedges of a Net Investment in a Foreign Operation<br />

◽ IFRIC 17 – Distributions of Non-cash Assets to Owners<br />

◽ IFRIC 18 – Transfers of Assets from Customers.<br />

17 PRINCIPLES FOR THE PREPARATION OF THE CASH FLOW STATEMENT<br />

Cash flows from operating activities are presented on the basis of the indirect method. Cash flows in foreign<br />

currencies are converted at the exchange rate on the date of the cash flow or on a cash basis. Changes which<br />

have not resulted in cash flows, such as exchange rate differences, acquisitions, financial lease liabilities,<br />

changes in fair value, recognised share-related transactions and similar transactions are eliminated in this<br />

statement. Dividends paid to shareholders are included in the cash flow from financing activities. Dividends<br />

received are stated in the cash flow from investing activities, and interest paid is stated in the cash flow from<br />

operating activities. Overdrafts which are immediately repayable and form part of the cash management of the<br />

Group are included in the balance of cash and bank current accounts as part of the consolidated cash flow<br />

statement.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 87


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

18 INTANGIBLE FIXED ASSETS<br />

18.1 Goodwill<br />

All acquisitions are accounted for using the purchase accounting method. Goodwill results from the acquisition<br />

of operating companies, associated companies and joint ventures and is the difference between the cost of the<br />

acquisition and the net fair value of the acquired identifiable assets, liabilities and contingent liabilities.<br />

Up until 2000, goodwill was charged to equity. In the years 2001 to 2003 it was stated at cost less amortisation.<br />

Since 1 January 2004, goodwill has no longer been amortised but has been valued at cost less accumulated<br />

impairments (impairments). Goodwill is allocated to cash generating units.<br />

18.2 Other intangible fixed assets<br />

The other intangible fixed assets consist of:<br />

Research and development<br />

Costs of research activities carried out with a view to acquiring new scientific or technical knowledge and<br />

insights are stated as an expense in the profit and loss account when they are incurred.<br />

Costs of development activities, in which research results are used for a plan or design for the production of<br />

new or substantially improved products and processes, are capitalised if the product or process is technically<br />

and commercially feasible and the Group has sufficient resources to complete the development. The capitalised<br />

costs include material costs, direct labour costs and an appropriate portion of directly attributable overheads.<br />

Other development costs are stated as an expense in the profit and loss account when they are incurred. The<br />

capitalised development costs are valued at cost less accumulated amortisation and impairments (see note 23).<br />

Other intangible fixed assets<br />

Other intangible fixed assets acquired by the Group relate to customer relationships, trademark rights, patents<br />

and similar rights. These intangible assets are valued at cost less accumulated amortisation and impairments<br />

(see note 23). Costs of internally generated goodwill and trademarks are stated as an expense in the profit and<br />

loss account when they are incurred.<br />

88<br />

Royal Ten Cate Annual Report <strong>2008</strong>


18.3 Expenses after first-time inclusion<br />

Expenses after the first-time inclusion of capitalised intangible fixed assets are capitalised only if they lead to<br />

an increase in the future economic benefits embodied in the particular asset to which they relate. All other<br />

expenses are charged to the profit and loss account when they are incurred.<br />

18.4 Amortisation<br />

Amortisation costs are charged to the profit and loss account by the straight-line method on the basis of the<br />

estimated useful life of intangible fixed assets. Goodwill is tested each year on the balance sheet date to assess<br />

whether any impairment has arisen. The amortisation of other intangible fixed assets begins as soon as the<br />

assets are available for use.<br />

The amortisation method, economic life and residual value are assessed periodically.<br />

The estimated economic life is as follows:<br />

◾ Development costs 5 years<br />

◾ Other intangible fixed assets 3 – 14 years<br />

19 TANGIBLE FIXED ASSETS<br />

19.1 Owned assets<br />

Tangible fixed assets are valued at cost less accumulated depreciation (see note 19.4) and impairments (see<br />

note 23).<br />

The cost price of self-manufactured assets comprises material costs, direct labour costs and an appropriate<br />

portion of directly attributable overheads. The financing costs relating to the construction or purchase of<br />

a significant asset are also included in the determination of the cost price.<br />

Where tangible fixed assets consist of components with differing useful lives, these are stated as separate<br />

items under tangible fixed assets.<br />

19.2 Leased assets<br />

Lease agreements in which the Group actually assumes all the risks and benefits of ownership are classified<br />

as financial leases. Tangible fixed assets which are required by means of financial leases are valued at<br />

the lower of fair value and the discounted value of the minimum lease payments at the inception of the lease,<br />

less accumulated depreciation (see note 19.4) and impairments (see note 23). Lease payments are stated as<br />

described in note 12.<br />

19.3 Expenses after first-time inclusion<br />

Expenses incurred for the replacement of a component of a tangible fixed asset are capitalised provided the<br />

future economic benefits resulting from the asset accrue to the Group and the costs of such replacement<br />

expenses can be reliably determined. All other expenses are charged to the profit and loss account when they<br />

are incurred.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 89


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

19.4 Depreciation<br />

Depreciation is charged to the profit and loss account on the basis of the straight-line method over the estimated<br />

economic life of each component of a tangible fixed asset. Land is not depreciated. The estimated economic<br />

life is as follows::<br />

◾ buildings 33 years<br />

◾ fixtures and installations in buildings 10 years<br />

◾ plant and equipment 7 – 10 years<br />

◾ inventory 5 years<br />

◾ computers and office equipment 3 – 5 years<br />

The depreciation method, economic life and residual value are assessed periodically.<br />

20 INVENTORIES<br />

Inventories are stated at the lower of cost or net realisable value. The net realisable value is the estimated sale<br />

price in ordinary operations, less the estimated costs of completion and the sale costs. The cost of inventories is<br />

based on the FIFO (first in, first out) principle and includes the costs incurred on the acquisition of the inventories,<br />

their production or conversion and bringing them to the existing location and condition. In the case of<br />

inventories of finished products and work in progress, the cost price includes an appropriate portion of the indirect<br />

costs based on the normal production capacity.<br />

21 TRADE AND OTHER RECEIVABLES<br />

Trade and other receivables with a term of less than one year are stated at amortised cost less impairments.<br />

22 CASH AND CASH EQUIVALENTS<br />

Cash and cash equivalents comprise cash balances and immediately claimable credit balances. Current account<br />

credit balances at banks which are immediately claimable and form an integral part of the Group’s cash management<br />

are included as part of the cash and cash equivalents for the purposes of the cash flow statement.<br />

23 IMPAIRMENT<br />

The book value of the Group’s assets, except that of inventories (see note 20) and deferred profit tax assets (see<br />

note 14) is examined at each balance sheet date in order to determine whether there are indications of impairment.<br />

If there are such indications, an estimate is made of the realisable value of the asset. In the case of goodwill<br />

and intangible fixed assets which are not yet available for use, the realisable value is estimated at each<br />

balance sheet date.<br />

An impairment is recognised when the book value of an asset or the cash generating unit thereof is higher than<br />

the realisable value. It is first charged to any allocated goodwill and then deducted from the book value of the<br />

other assets.<br />

90<br />

Royal Ten Cate Annual Report <strong>2008</strong>


23.1 Calculation of the realisable value<br />

The realisable value is the higher of the recoverable amount, less sale costs, and the value in use. In determining<br />

the value in use, the discounted value of the estimated future cash flows is calculated using a discount rate<br />

after tax which reflects both the current market valuations of the time value of money and the specific risks<br />

relating to the asset. In the case of an asset which generates no cash receipts which are to a large degree independent<br />

of other assets, the realisable value is determined for the cash generating unit to which the asset<br />

belongs.<br />

23.2 Reversal of impairments<br />

An impairment relating to goodwill cannot be reversed. In the case of other assets, an assessment is made on<br />

the balance sheet date as to whether an impairment must be reversed if there is a change in the estimates on<br />

which the realisable value was based.<br />

An impairment is only reversed to the extent that the book value of the asset is no higher than the book value<br />

which would have been determined after the deduction of depreciation, if no impairment had been recognised.<br />

24 SHARE CAPITAL<br />

24.1 Share capital<br />

The share capital is classified as equity.<br />

24.2 Repurchase of own shares<br />

On the repurchase of share capital which is stated in the balance sheet as equity, the amount of the paid consideration,<br />

including directly attributable costs, is stated as a change in equity. Repurchased shares are classified<br />

under ‘Other reserves’ and presented as a deduction from total assets.<br />

24.3 Dividend<br />

Dividend is stated as a liability in the period in which it is declared.<br />

25 PENSION LIABILITIES<br />

25.1 Defined contribution schemes<br />

Liabilities relating to contributions to defined contribution pension schemes are charged to the profit and loss<br />

account in the period to which they relate.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 91


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

25.2 Defined benefit schemes<br />

The Group’s net liability in respect of defined benefit pension schemes is calculated separately for each scheme<br />

by estimating the amount of the future payments which employees have earned in the present and previous<br />

reporting periods in exchange for their services. This payment is discounted in order to determine the present<br />

day value, with the fair value of the fund investments being deducted. The discount rate is the yield on the balance<br />

sheet date of bonds which have an AA credit rating and a period to maturity which approximates the term<br />

of the Group’s liabilities and are denominated in the currency in which the benefits are paid. The calculation<br />

is performed by an authorised actuary on the basis of the projected unit credit method. If the payments under<br />

a pension scheme are increased, the proportion of the higher payment which relates to employees’ past service<br />

is stated as an expense in the profit and loss account on a straight-line basis over the average period up to the<br />

granting of the rights. If the rights are granted immediately, the expense is stated immediately in the profit and<br />

loss account.<br />

With regard to the actuarial profits and losses that arise in the calculation of the Group’s liability under<br />

a pension scheme, in so far as any accumulated actuarial profits or losses not yet recognised amount to more<br />

than 10% of the discounted value of the gross liabilities in respect of defined benefit pension rights or of the<br />

fair value of the fund investments if this is greater (in other words: remains within the corridor), that element is<br />

recognised in the profit and loss account over the expected average remaining service period of the employees<br />

participating in the scheme. For the remainder, the actuarial profit or loss is not recognised.<br />

When the calculation results in a receivable for the Group, the recognised asset item is limited to the net total<br />

of any actuarial losses and back-service costs and the discounted value of the lower of future repayments<br />

by the fund and future pension contributions.<br />

26 SHARE-BASED PAYMENTS<br />

The option scheme enables the Group’s management to acquire shares in the legal entity.<br />

The fair value of the granted options is stated under personnel costs, with a corresponding entry in equity.<br />

The fair value is determined on the grant date and is allocated over the period up to the time at which the management<br />

acquires an unconditional right to the options. The fair value of the granted options is determined on<br />

the basis of the binomial model, taking account of the conditions under which the options have been granted.<br />

Valuation factors include the share price on the valuation date, the exercise price of the instrument, the expected<br />

volatility, the weighted average expected term of the instruments (based on past experience and the conduct<br />

of the instrument holders), the expected dividends and the risk-free interest rate (based on government bonds).<br />

92<br />

Royal Ten Cate Annual Report <strong>2008</strong>


27 PROVISIONS<br />

A provision is recognised in the balance sheet if there is a legally enforceable or actual obligation as a result of<br />

a past event and it is likely that an outflow of resources will be required to settle such liability and such outflow<br />

can be reliably estimated. If the effect of this is material, the provisions are determined by discounting the<br />

expected future cash flows using a discount rate before tax which reflects the current market valuations of the<br />

time value of money and, if necessary, the specific risks of the liability.<br />

27.1 Claims and guarantees<br />

The provision for claims relates to damages claims and any litigation costs. The provision for guarantees relates<br />

to goods and services supplied and is based on historical guarantee data.<br />

27.2 Reorganisation<br />

Reorganisation provisions are included if the Group has formalised a detailed plan for the reorganisation and<br />

has begun or publicly announced the reorganisation. The reorganisation provision does not include costs<br />

incurred in relation to future activities.<br />

27.3 Other personnel liabilities<br />

Long service leave and other allowances such as anniversaries form part of the provisions under other personnel<br />

liabilities. These provisions are accumulated over the respective period as in the case of defined benefit<br />

pension schemes, albeit that actuarial profits or losses are included in the profit and loss account in the period<br />

in which they arise.<br />

27.4 Environment<br />

In accordance with the Group’s published environmental policy and the applicable legal obligations, a provision<br />

for the clearance of environmental pollution is formed when the pollution occurs.<br />

28 LONG-TERM DEBTS<br />

When included for the first time, interest-bearing loans received are stated at fair value less directly attributable<br />

transaction costs. After the first-time inclusion, interest-bearing loans are valued at amortised cost, with the<br />

difference between the cost and the redemption price being stated in the profit and loss account on the basis of<br />

the effective interest method over the term of the loans.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 93


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

29 TRADE CREDITORS<br />

Trade creditors and other payables are stated at amortised cost.<br />

30 DETERMINATION OF THE FAIR VALUE OF BUSINESS COMBINATIONS<br />

The following principles have been applied in determining the fair value of assets and liabilities in the case<br />

of acquisitions:<br />

Tangible fixed assets<br />

The fair value of tangible fixed assets included as a result of a business combination is based on market value.<br />

The market value of real estate is the estimated value at which an item of immovable property can be traded<br />

on the valuation date between a well-informed purchaser and a well-informed seller in a transaction on an<br />

objective, business basis, in which both parties have acted carefully and without coercion. The market value of<br />

other tangible fixed assets and inventories is based on the listed market prices of comparable assets and items.<br />

Intangible assets<br />

The fair value of patents and trademarks acquired as part of a business combination is determined on the basis<br />

of the discounted estimated royalties which have been avoided as a result of ownership of the patent or trademark.<br />

The fair value of customer relationships acquired in a business combination is determined using<br />

the excess earnings method over several periods, with the respective assets being valued after deduction of<br />

a real return on all other assets which jointly constitute the associated cash flows.<br />

Inventories<br />

The fair value of inventories acquired as part of a business combination is determined on the basis of the<br />

estimated sale price in normal business operation, less the estimated costs of completion and the sale costs,<br />

plus a reasonable profit margin reflecting the completion and sale effort.<br />

94<br />

Royal Ten Cate Annual Report <strong>2008</strong>


Notes to the consolidated profit and loss account<br />

31 SEGMENT INFORMATION<br />

Segment information is provided for the business and geographical segments of the Group. The primary<br />

segmentation basis, business segments, reflects the Group’s internal reporting structure.<br />

The prices for transactions between the segments are determined on an objective, business basis.<br />

The results, assets and liabilities of a segment comprise items which can be attributed directly or reasonably<br />

to the segment. Net financial expenses and profit tax are not allocated to the segments. The same applies<br />

to the related balance sheet items.<br />

Investments in fixed assets in the segment relate to the total costs incurred during the reporting period for the<br />

acquisition of the assets of the segment which are expected to remain in use for longer than a reporting period.<br />

Business segments<br />

The Group distinguishes the following business segments:<br />

◾ Advanced Textiles & Composites<br />

Manufacture and sale of protective and safety fabrics for professional wear, outdoor fabrics, composites<br />

for personal and vehicle protection and composites for technological applications in aerospace<br />

◾ Geosynthetics & Grass<br />

Manufacture and sale of fabrics and non-wovens for civil engineering, environmental projects, recreational<br />

and industrial applications and manufacture and sale of synthetic turf fibres<br />

◾ Technical Components/Holding & Services<br />

Manufacture and sale of rubber and foam rollers for the office equipment industry and related products, as<br />

well as country holding companies and service companies<br />

Geographic segments<br />

The segments operate on four continents, namely Europe, North America, Australia and Asia. In the presentation<br />

of information based on geographic segments, the revenues of the segment are based on the geographic<br />

location of origin. The assets of the segment are based on the geographic location of the asset.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 95


NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />

31.1 Segment information<br />

31.2 Analysis by business segment<br />

96<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

Advanced Textiles<br />

& Composites<br />

Geosynthetics<br />

& Grass<br />

Technical Components/<br />

Holding & Services/<br />

eliminations Consolidated<br />

in millions of euros <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />

Revenues 481.0 350.3 497.8 468.3 53.8 67.4 1,032.6 886.0<br />

Intercompany sales 1.6 1.3 – – – 1.6 – 1.3 – –<br />

Total revenues 482.6 351.6 497.8 468.3 52.2 66.1 1,032.6 886.0<br />

Operating result 52.9 38.7 34.8 28.3 – 3.9 2.4 83.8 69.4<br />

Net financial expenses – 13.7 – 11.3<br />

Result from divested activities – 0.3<br />

Profit tax – 19.1 – 11.9<br />

Minority interests 0.1 – 0.1<br />

Net income 51.1 46.4<br />

Assets of segments 343.7 243.4 487.9 426.2 29.3 28.8 860.9 698.4<br />

Investments in other participating interests – – – – 6.2 1.3 6.2 1.3<br />

Unallocated assets – – – – – – 22.1 22.2<br />

Total assets 343.7 243.4 487.9 426.2 35.5 30.1 889.2 721.9<br />

Liabilities of segment * 58.3 56.8 63.6 71.7 48.8 43.7 170.7 172.2<br />

Unallocated liabilities – – – – – – 346.5 239.3<br />

Total liabilities 58.3 56.8 63.6 71.7 48.8 43.7 517.2 411.5<br />

Investments 11.7 17.0 29.0 44.9 7.3 1.0 48.0 62.9<br />

Depreciation and impairment 9.0 9.3 20.0 17.9 1.7 1.9 30.7 29.1<br />

Amortisation 8.6 1.5 3.0 2.1 – – 11.6 3.6<br />

*<br />

Excluding intercompany loans.<br />

31.3 Analysis by geographic location<br />

(origin) Revenues Assets<br />

Investments in<br />

tangible & intangible<br />

fixed assets<br />

<strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />

Netherlands 222.5 234.4 135.4 157.8 8.5 24.8<br />

Rest of Europe 176.1 162.4 185.1 153.1 7.3 2.6<br />

North America 488.0 373.6 295.5 206.6 11.0 14.0<br />

Asia / Australia / Middle East 146.0 115.6 273.2 204.4 21.2 21.5<br />

TOTAL 1,032.6 886.0 889.2 721.9 48.0 62.9


32 ACQUISITIONS AND DIVESTMENT OF OPERATING COMPANIES<br />

32.1 Acquisitions<br />

On 30 January <strong>2008</strong> the Group acquired 100% of the shares of Composix Co of Newark, Ohio, United States for<br />

a cash payment to the original shareholder of $ 68 million.<br />

The acquisition was consolidated in the Group’s figures from 30 January. The Group’s revenues would have been<br />

€ 8.0 million higher if the acquisition had taken place on 1 January <strong>2008</strong>. The net income would not have been<br />

materially different. The goodwill paid amounts to € 19.8 million.<br />

On 12 March <strong>2008</strong> the Group acquired 100% of the shares of YLA inc and CCS Composites inc, both of Benicia,<br />

California, United States for a combined cash payment of $ 32 million.<br />

The acquisition was consolidated in the Group’s figures from 12 March. The Group’s revenues would have been<br />

€ 4.8 million higher if the acquisition had taken place on 1 January <strong>2008</strong>. The net income would not have been<br />

materially different. The goodwill paid amounts to € 13.1 million.<br />

On 14 March <strong>2008</strong> the Group acquired 75% of the shares of Xennia Technology ltd of Cambridge, United<br />

Kingdom for a cash payment of £ 8 million.<br />

The acquisition was consolidated in the Group’s figures from 14 March. The revenues and net income would not<br />

have been materially different if the acquisition had taken place on 1 January <strong>2008</strong>. The goodwill paid amounts<br />

to € 7.3 million.<br />

On 14 May <strong>2008</strong> the Group acquired 50% of the shares of Edel Grass bv, Genemuiden, the Netherlands for<br />

a cash payment to the original shareholder of € 5.5 million.<br />

Edel Grass bv was proportionally consolidated in the Group’s figures from 14 May. The Group’s revenues would<br />

have been € 2.6 million higher if the acquisition had taken place on 1 January <strong>2008</strong>. The net income would not<br />

have been materially different. The goodwill paid amounts to € 2.9 million.<br />

On 16 August <strong>2008</strong> the Group acquired 50.65% of the shares of the newly formed company <strong>TenCate</strong>-Union<br />

Protective Fabrics Asia Ltd of Bangkok, Thailand by contributions of cash and assets. This newly formed company<br />

is fully consolidated in the Group’s figures, on the basis of a minority interest of 49.35%. This acquisition led<br />

to a cash outflow of € 0.1 million. The goodwill paid amounts to € 0.1 million.<br />

In the case of Composix, Xennia and Edel Grass, an earn-out payment may be payable in the future in addition<br />

to the amounts stated above.<br />

The expected earn-out has been taken into account in the determination of the purchase price.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 97


NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />

The total goodwill acquired in <strong>2008</strong> amounts to € 44.8 million and comprises mainly employee potential and<br />

synergy benefits.<br />

The total contribution from the <strong>2008</strong> acquisitions to the Group’s <strong>2008</strong> revenues amounts to € 124.6 million.<br />

The effect of the acquisitions on the result after tax amounts to € 10.4 million.<br />

32.2 Effects of the acquisition of operating companies<br />

The effect of the above acquisitions on assets and liabilities was as follows:<br />

98<br />

Royal Ten Cate Annual Report <strong>2008</strong><br />

Recognised values Fair value adjustments Book values<br />

Composix Co Others Group Composix Co Others Group Composix Co Others Group<br />

Tangible fixed assets 6.0 5.9 11.9 – 0.4 0.4 6.0 5.5 11.5<br />

Intangible fixed assets 17.8 17.0 34.8 17.8 16.7 34.5 – 0.3 0.3<br />

Deferred profit tax assets – 0.5 0.5 – – – – 0.5 0.5<br />

Inventories 14.7 4.6 19.3 0.7 – 0.7 14.0 4.6 18.6<br />

Trade creditors and other payables 7.7 8.7 16.4 – – – 7.7 8.7 16.4<br />

Cash and cash equivalents 0.8 1.4 2.2 – – – 0.8 1.4 2.2<br />

Minority interests – – 5.3 – 5.3 – – 1.2 – 1.2 – – 4.1 – 4.1<br />

Deferred profit tax liabilities – – 5.7 – 5.7 – – 5.7 – 5.7 – – –<br />

Other provisions – – 0.3 – 0.3 – – – – – 0.3 – 0.3<br />

Interest-bearing loans – – 0.1 – 0.1 – – – – – 0.1 – 0.1<br />

Banks, current accounts – – 1.8 – 1.8 – – – – – 1.8 – 1.8<br />

Trade creditors and other payables – 15.2 – 7.8 – 23.0 – – 0.1 – 0.1 – 15.2 – 7.7 – 22.9<br />

NET IDENTIFIABLE ASSETS<br />

AND LIABILITIES 31.8 17.1 48.9 18.5 10.1 28.6 13.3 7.0 20.3<br />

Goodwill on acquisition 19.8 25.0 44.8<br />

Purchase price paid in cash 51.6 42.1 93.7<br />

Amount still payable – 4.0 – 1.2 – 5.2<br />

Acquired cash less short-term bank debts – 0.8 0.4 – 0.4<br />

Cash outflow 46.8 41.3 88.1


32.3 Divested operations<br />

The effect of the 2007 divestments of Business Key and SCI La Domitienne on the 2007 profit and loss account<br />

was as follows:<br />

<strong>2008</strong> 2007<br />

Revenues – 1.4<br />

Costs of raw materials and manufacturing supplies and work contracted out – – 1.0<br />

Other costs – – 0.3<br />

Operating result – 0.1<br />

33 PERSONNEL COSTS <strong>2008</strong> 2007<br />

Wages and salaries 138.4 127.9<br />

Social charges 32.0 31.6<br />

Costs of option scheme 1.7 1.1<br />

Pension costs 3.8 4.4<br />

Temporary personnel 14.4 13.3<br />

Personnel costs 190.3 178.3<br />

The pension costs comprise € 1.9 million (2007: € 1.2 million) in respect of defined benefit pension schemes<br />

and € 1.9 million (2007: € 3.2 million) in respect of defined contribution schemes (see note 49.3).<br />

34 OTHER OPERATING COSTS<br />

34.1 Government subsidies<br />

The Group’s profit and loss account includes € 2.1 million of government subsidies in <strong>2008</strong> (2007: € 2.5 million).<br />

34.2 Research and development<br />

The costs associated with research and development amounted to € 7.9 million in <strong>2008</strong> (2007: € 8.2 million),<br />

of which € 4.2 million (2007: € 3.2 million) has been stated in personnel costs and € 3.7 million (2007: € 5.0 million)<br />

in other operating costs.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 99


NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />

34.3 Book profit on sale of tangible fixed assets<br />

In <strong>2008</strong> the Group sold land and buildings on which a total book profit of € 6.5 million was recorded<br />

(2007: € 9.5 million).<br />

100 Royal Ten Cate Annual Report <strong>2008</strong><br />

<strong>2008</strong> 2007<br />

Land and buildings 6.5 9.5<br />

Others 0.2 0.2<br />

Result from sale 6.7 9.7<br />

Book value of sold assets 6.1 1.4<br />

Proceeds of sale 12.8 11.1<br />

34.4 Operating lease expenses<br />

In <strong>2008</strong> the Group included € 5.5 million of expenses relating to operating lease agreements in other operating<br />

costs.<br />

35 FINANCIAL INCOME AND EXPENSES <strong>2008</strong> 2007<br />

Interest income 0.5 0.5<br />

Interest expenses<br />

Exchange rate differences and fair value adjustments in respect<br />

– 17.9 – 11.4<br />

of financial instruments 3.7 – 0.4<br />

– 13.7 – 11.3<br />

36 PROFIT TAX <strong>2008</strong> 2007<br />

Profit taxes payable<br />

Current financial year – 21.0 – 15.2<br />

Release of provision in respect of previous years – 2.1<br />

Deferred profit tax<br />

– 21.0 – 13.1<br />

Use of tax losses 1.9 1.2<br />

Total tax charge in profit and loss account – 19.1 – 11.9


Reconciliation with applicable tax rate <strong>2008</strong> 2007<br />

% euro % euro<br />

Pre-tax income 70.1 58.1<br />

Tax on profit at local profit tax rate 29.7% 20.8 30.1% 17.5<br />

Non-tax deductible costs 0.9% 0.6 1.5% 0.9<br />

Tax-exempt income 1.6% 1.1 0.2% 0.1<br />

Use of loss set-off – 4.0% – 2.8 – 5.6% – 3.3<br />

Change of rate – 2.7% – 1.9 – 2.0% – 1.2<br />

Others 1.8% 1.3 – 3.7% – 2.1<br />

Tax charge in profit and loss account 27.3% 19.1 20.5% 11.9<br />

The decrease in the weighted average tax rate from 30.1% to 29.7% is due to changes in the various countries’<br />

shares in the total pre-tax income and to the fact that the applicable tax rate changed in a number of countries.<br />

37 RESULT FROM DIVESTED ACTIVITIES <strong>2008</strong> 2007<br />

Business Key – 0.2<br />

SCI La Domitienne – 0.1<br />

Result from divested activities – 0.3<br />

Royal Ten Cate Annual Report <strong>2008</strong> 101


Notes to the consolidated balance sheet<br />

in millions of euros<br />

38 INTANGIBLE FIXED ASSETS Goodwill Development<br />

102 Royal Ten Cate Annual Report <strong>2008</strong><br />

Other<br />

intangible<br />

fixed assets Total<br />

Cost<br />

Balance as at 1 january 2007 12.6 0.2 4.1 16.9<br />

Change as a result of consolidation 114.8 – 22.6 137.4<br />

Investments – 0.3 1.1 1.4<br />

Change as a result of deconsolidation – 1.0 – – – 1.0<br />

Divestments – – – 0.1 – 0.1<br />

Exchange rate differences – 9.1 – – 1.9 – 11.0<br />

Balance as at 31 December 2007 117.3 0.5 25.8 143.6<br />

Change as a result of consolidation 44.8 – 34.8 79.6<br />

Investments – 0.8 0.4 1.2<br />

Exchange rate differences 5.2 – 1.5 6.7<br />

Balance as at 31 December <strong>2008</strong><br />

Amortisation<br />

167.3 1.3 62.5 231.1<br />

Balance as at 1 january 2007 3.3 – 1.2 4.5<br />

Amortisation – 0.1 3.5 3.6<br />

Changes as a result of deconsolidation – 0.9 – – – 0.9<br />

Exchange rate differences – 0.2 – – 0.2 – 0.4<br />

Balance as at 31 December 2007 2.2 0.1 4.5 6.8<br />

Amortisation – 0.2 11.4 11.6<br />

Exchange rate differences – – 0.6 0.6<br />

Balance as at 31 December <strong>2008</strong> 2.2 0.3 16.5 19.0<br />

Book value<br />

Balance as at 1 january 2007 9.3 0.2 2.9 12.4<br />

Balance as at 31 December 2007 115.1 0.4 21.3 136.8<br />

Balance as at 31 December <strong>2008</strong> 165.1 1.0 46.0 212.1


38.1 Amortisation/Impairments<br />

The Group recognised no impairment losses in <strong>2008</strong> (2007: € 0).<br />

38.2 Testing of the impairment for cash generating units which include goodwill<br />

The following units contain goodwill items:<br />

<strong>2008</strong> 2007<br />

<strong>TenCate</strong> Grass 82.7 78.8<br />

<strong>TenCate</strong> Advanced Armour EU 32.3 32.3<br />

<strong>TenCate</strong> Advanced Composites US 19.7 3.4<br />

Composix 21.0 –<br />

Others 9.4 0.6<br />

165.1 115.1<br />

The Group tested the existing goodwill for impairment in <strong>2008</strong>. The value in use has been determined on<br />

the basis of future cash flows over the forthcoming three years, based on historical empirical data, market<br />

expectations and strategic plans. No growth rate is applied for the period beyond three years. The discount rate<br />

used is 9.3% (2007: 9.5%).<br />

The net realisable value is the fair (market) value less sale costs.<br />

On the basis of this test, no goodwill impairment has been recognised. The changes in <strong>2008</strong> related largely to<br />

the acquired participating interests amounting to € 44.8 million (see note 32.2) and exchange rate differences.<br />

38.3 Amortisation<br />

The amortisation of € 11.6 million (2007: € 3.6 million) has been stated in the ‘Amortisation’ item in the profit<br />

and loss account.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 103


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

39 TANGIBLE FIXED ASSETS<br />

104 Royal Ten Cate Annual Report <strong>2008</strong><br />

Land and<br />

operating<br />

buildings<br />

Plant and<br />

equipment<br />

Other<br />

operating<br />

assets<br />

Operating<br />

assets under<br />

construction Total<br />

Acquisition value<br />

Balance as at 1 January 2007 113.0 292.2 36.2 11.7 453.1<br />

Changes as a result of consolidations 7.6 24.6 0.5 0.8 33.5<br />

Investments 12.4 34.7 3.3 11.1 61.5<br />

Changes as a result of deconsolidations – 1.4 – – 0.4 – – 1.8<br />

Divestments – 3.6 – 3.0 – 0.9 – – 7.5<br />

Exchange rate differences – 3.7 – 12.5 – 0.9 – 0.8 – 17.9<br />

Balance as at 31 December 2007 124.3 336.0 37.8 22.8 520.9<br />

Changes as a result of consolidations 1.3 7.2 1.1 2.3 11.9<br />

Investments 7.7 52.6 4.4 – 17.9 46.8<br />

Divestments – 6.2 – 8.0 – 0.7 – – 14.9<br />

Exchange rate differences 2.5 6.9 0.5 1.4 11.3<br />

Balance as at 31 December <strong>2008</strong><br />

Depreciation and impairment<br />

129.6 394.7 43.1 8.6 576.0<br />

Balance as at 1 January 2007 51.3 206.3 29.7 – 287.3<br />

Changes as a result of consolidations – 0.6 – – 0.6<br />

Depreciation 4.2 20.5 2.1 – 26.8<br />

Impairment – 2.3 – – 2.3<br />

Changes as a result of deconsolidations – 0.4 – – 0.3 – – 0.7<br />

Divestments – 2.5 – 2.7 – 0.9 – – 6.1<br />

Exchange rate differences – 1.2 – 5.7 – 0.5 – – 7.4<br />

Balance as at 31 December 2007 51.4 221.3 30.1 – 302.8<br />

Depreciation 4.6 23.5 2.6 – 30.7<br />

Divestments – 4.1 – 4.2 – 0.5 – – 8.8<br />

Exchange rate differences 0.7 2.8 0.4 – 3.9<br />

Balance as at 31 December <strong>2008</strong> 52.6 243.4 32.6 – 328.6<br />

Book value<br />

Balance as at 1 January 2007 61.7 85.9 6.5 11.7 165.8<br />

Balance as at 31 December 2007 72.9 114.7 7.7 22.8 218.1<br />

Balance as at 31 December <strong>2008</strong> 77.0 151.3 10.5 8.6 247.4


39.1 Impairment and reversal of impairment<br />

The Group recognised no impairment of tangible fixed assets in <strong>2008</strong> (2007: € 2.3 million).<br />

The impairment recognised in 2007 was stated in the consolidated profit and loss account under depreciation<br />

and impairment. No impairment losses were reversed during the year.<br />

39.2 Leased plant and equipment<br />

The Group leases buildings, plant and equipment under a number of financial leases.<br />

The net book value of these assets as at 31 December <strong>2008</strong> was € 5.5 million (31 December 2007: € 1.2 million).<br />

The increase was due to the conversion of an operating lease into a financial lease. The leased buildings, plant<br />

and equipment serve as collateral for the financial lease liabilities (see note 48).<br />

39.3 Collateral<br />

No land and buildings were encumbered as collateral for bank loans as at 31 December <strong>2008</strong>. The same was<br />

true as at 31 December 2007.<br />

39.4 Depreciation charge<br />

The depreciation charge of € 30.7 million (2007: € 26.8 million) has been stated in depreciation and impairment<br />

in the profit and loss account.<br />

40 FINANCIAL FIXED ASSETS<br />

The financial fixed assets can be analysed as follows:<br />

<strong>2008</strong> 2007<br />

Other participating interests 6.2 1.3<br />

Other long-term receivables 4.7 4.9<br />

Balance as at 31 December 10.9 6.2<br />

40.1 Other participating interests<br />

The main other participating interests included below concern GreenFields bv (Kampen, 20%), Landscape<br />

Solutions bv (Goirle, 20%) and Performance Fabrics and Fibers LLC (Andrews, South Carolina, 16%).<br />

<strong>2008</strong> 2007<br />

Balance as at 1 January 1.3 1.3<br />

Investments 4.6 –<br />

Exchange rate differences 0.3 –<br />

Balance as at 31 December 6.2 1.3<br />

Royal Ten Cate Annual Report <strong>2008</strong> 105


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

The investments include the acquisition of 16% of the shares of Performance Fabrics and Fibers LLC (€ 4.6 million).<br />

The consideration took the form of a contribution of assets.<br />

No loans were granted to other participating interests.<br />

40.2 Other long-term receivables and investments<br />

The main long-term receivables and investments concern invested pension monies at a number of US operating<br />

companies (€ 2.6 million) and an advance payment in connection with long-term lease rights in China and Malaysia<br />

(€ 1.9 million).<br />

41 DEFERRED PROFIT TAX ASSETS AND LIABILITIES<br />

The deferred profit tax assets and liabilities recognised in the balance sheet are attributable to the following<br />

items:<br />

106 Royal Ten Cate Annual Report <strong>2008</strong><br />

Assets Liabilities Net<br />

<strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />

Tangible fixed assets – – – 4.4 – 3.4 – 4.4 – 3.4<br />

Intangible assets – 0.7 – 6.6 – 2.2 – 6.6 – 1.5<br />

Financial fixed assets – 0.5 – 0.4 – 0.2 – 0.4 0.3<br />

Inventories 3.4 2.0 – – 3.4 2.0<br />

Other receivables 0.4 0.3 – – 0.4 0.3<br />

Pension provisions 4.6 6.0 – – 4.6 6.0<br />

Other provisions 6.1 4.9 – – 6.1 4.9<br />

Tax value of loss carry-forwards 5.1 2.9 – – 5.1 2.9<br />

Others 0.8 1.2 – – 0.8 1.2<br />

Deferred profit tax asset/liability 20.4 18.5 – 11.4 – 5.8 9.0 12.7<br />

Balance of assets and liabilities – 6.2 – 4.9 6.2 4.9 – –<br />

Net deferred profit tax asset/liability 14.2 13.6 – 5.2 – 0.9 9.0 12.7<br />

Deferred profit tax assets not stated in the balance sheet<br />

As at 31 December <strong>2008</strong> there were € 21.8 million (2007: € 16.0 million) of unused losses available for set-off.<br />

No deferred profit tax asset has been recognised in respect of this amount because it is currently unlikely that<br />

future taxable profit will be available to the Group for the losses to be set off. The profit tax assets not included<br />

as at 31 December <strong>2008</strong> amounted to € 4.4 million (2007: € 3.1 million).


The expiry periods of the unused losses available for set-off are shown in the table below:<br />

Within 2 – 5 years 5.0<br />

After five years 0.7<br />

Indefinite period 16.1<br />

Unused losses available for set-off 21.8<br />

42 INVENTORIES <strong>2008</strong> 2007<br />

Raw materials and manufacturing supplies 57.4 49.1<br />

Semi-manufactures 42.6 39.0<br />

Finished products 111.5 88.1<br />

Inventories 211.5 176.2<br />

43 TRADE DEBTORS <strong>2008</strong> 2007<br />

Due from third parties 154.2 145.8<br />

Due from other participating interests 13.4 –<br />

Due from joint ventures 1.3 –<br />

Trade debtors 168.9 145.8<br />

Trade debtors are stated at nominal value after deduction of provisions deemed necessary. Transfers to provisions<br />

for doubtful debts are included in the profit and loss account under direct sale costs (work contracted out<br />

and other external costs).<br />

44 OTHER RECEIVABLES <strong>2008</strong> 2007<br />

Receivable in respect of other taxes 3.3 2.3<br />

Derivatives at fair value 1.8 3.4<br />

Other receivables and prepayments 11.2 10.9<br />

Other receivables 16.3 16.6<br />

The other taxes receivable relate mainly to reclaimable VAT.<br />

<strong>2008</strong><br />

Royal Ten Cate Annual Report <strong>2008</strong> 107


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

45 CASH AND CASH EQUIVALENTS <strong>2008</strong> 2007<br />

Bank balances 5.3 4.7<br />

Cash balances 0.1 0.1<br />

Cash and cash equivalents 5.4 4.8<br />

Cash loans, overdrafts – 19.4 – 12.5<br />

Cash in the cash flow statement – 14.0 – 7.7<br />

All amounts were freely available at the end of <strong>2008</strong> and 2007.<br />

46 TOTAL SHAREHOLDERS’ EQUITY<br />

A statement of changes in equity can be found on page 80.<br />

46.1 Ordinary shares <strong>2008</strong> 2007<br />

Number x 1,000<br />

Outstanding as at 1 January 23,556 21,063<br />

Issue of shares – 2,106<br />

Issued stock dividend 411 387<br />

Outstanding as at 31 December 23,967 23,556<br />

The authorised share capital amounts to € 200 million divided into 80 million ordinary shares of a par value<br />

of € 2.50. The issued capital as at 31 December <strong>2008</strong> amounts to 23,966,901 ordinary shares of a par value of<br />

€ 2.50 (as at 31 December 2007: 23,556,158 ordinary shares of a par value of € 2.50).<br />

The holders of ordinary shares are entitled to dividend as approved periodically by the General Meeting<br />

of Shareholders. They are also entitled to cast one vote per share at meetings of the company.<br />

Issue of shares and limitation of pre-emptive right<br />

The general meeting of shareholders has granted the Executive Board the power to issue shares and to exclude<br />

or restrict the pre-emptive right for the period ending on 30 September 2009. The power to issue shares concerns<br />

10% of the issued share capital plus a further issue up to a maximum of 10% of the issued share capital<br />

in the event that the issue takes place in the context of a merger or acquisition. The same applies to the power<br />

of the Executive Board, with the approval of the Supervisory Board, to restrict or exclude the pre-emptive right.<br />

108 Royal Ten Cate Annual Report <strong>2008</strong>


46.2 Repurchased ordinary shares <strong>2008</strong> 2007<br />

Number x 1,000<br />

Outstanding as at 1 January 556 509<br />

Repurchasing of shares – 175<br />

Exercise of options – 25 – 125<br />

Issued in connection with share plan – 4 – 3<br />

Outstanding as at 31 December 527 556<br />

The aim of the repurchase of ordinary shares is to avoid the dilution of earnings per share by the granting of<br />

options and the issue of shares as part of the share savings plan. No shares in the company were repurchased<br />

in <strong>2008</strong>. The shares repurchased in 2007 have been purchased at an average price of € 23.99.<br />

Repurchase of own shares<br />

The general meeting of shareholders has granted the Executive Board the power to acquire fully paid-up shares<br />

in the company (or certificates thereof) for the period ending on 30 September 2009. The maximum number<br />

of shares which may thus be acquired is 10% of the issued capital at the time of acquisition of the shares<br />

(or certificates thereof).<br />

46.3 Share premium<br />

The share premium reserve is to be considered as paid-up capital.<br />

46.4 Retained earnings of associated companies<br />

The reserve has been formed in respect of operating companies and joint ventures in which the free disposal<br />

of retained earnings is subject to restrictions.<br />

46.5 Translation differences<br />

The reserve for translation differences comprises all exchange rate differences which arise due to the translation<br />

of the financial statements of foreign activities outside the eurozone. These exchange rate differences<br />

(translation risk) are carried in equity. The accumulation of the respective amount began on 1 January 2004 and<br />

is not available for distribution to shareholders.<br />

46.6 Reserve for hedging results<br />

The reserve for hedging results is not available for distribution to shareholders. A negative reserve reduces<br />

the amount which is freely distributable from the reserves.<br />

The balance of the reserve for hedging results as at 31 December <strong>2008</strong> was negligible.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 109


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

46.7 Undistributed Result<br />

Subsequent to the balance sheet date the following dividend has been proposed, which has not yet been included<br />

in the balance sheet. It is proposed to set the dividend in respect of <strong>2008</strong> at € 0.85 per share (2007: € 0.80<br />

per share), payable half as a stock dividend and half at shareholders’ discretion in cash or in the form of a stock<br />

dividend, with the value of such stock dividend slightly exceeding the cash dividend.<br />

110 Royal Ten Cate Annual Report <strong>2008</strong><br />

<strong>2008</strong> 2007<br />

€ 0.85 per ordinary share (2007: € 0.80) 20.4 18.8<br />

46.8 Objective with regard to equity<br />

The objective with regard to equity, as in 2007, is to guarantee the continuity of the company by means<br />

of attractive returns for shareholders and by guaranteeing benefits for other stakeholders. The capital structure<br />

is adjusted if necessary in line with economic developments and the risks relating to assets.<br />

With regard to financing, the longer-term objective is a ratio of net debt to EBITDA of a maximum of 2.5.<br />

The calculation as at 31 December is as follows:<br />

31 December<br />

<strong>2008</strong><br />

31 December<br />

2007<br />

Long-term interest-bearing liabilities 316.2 222.3<br />

Short-term portion of long-term liabilities 0.9 0.4<br />

Cash loans and overdrafts 19.4 12.5<br />

Total debt 336.5 235.2<br />

Less: cash and cash equivalents 5.4 4.8<br />

Net debt 331.1 230.4<br />

EBITDA * 127.0 105.7<br />

Net debt / EBITDA 2.61 2.18<br />

*<br />

In accordance with the covenant relating to the loan facility, the EBITDA for acquired and divested businesses is annualised. The effect<br />

of this extrapolation is a € 0.9 million increase in EBITDA. (2007: € 3.6 million).


47 EARNINGS PER SHARE<br />

47.1 Ordinary earnings per share<br />

The calculation of the ordinary earnings per share as at 31 December <strong>2008</strong> is based on the net profit of<br />

€ 51.1 million (2007: € 46.4 million) attributable to holders of ordinary shares and a weighted average number<br />

of outstanding ordinary shares during the <strong>2008</strong> financial year of 23,426,397 (2007: 22,797,063), calculated<br />

as follows:<br />

<strong>2008</strong> 2007<br />

Net profit for the financial year attributable to holders of ordinary shares 51.1 46.4<br />

Weighted average number of ordinary shares <strong>2008</strong> 2007<br />

Number x 1,000<br />

Outstanding ordinary shares on 1 January 23,556 21,063<br />

Issue of shares – 1,847<br />

Effect of ordinary shares held (including repurchased shares) – 556 – 535<br />

Effect of shares issued in connection with stock dividend 411 387<br />

Effect of shares issued as a result of exercised option rights 13 33<br />

Effect of shares issued as a result of share savings plan 2 2<br />

Weighted average number of ordinary shares as at 31 December 23,426 22,797<br />

Royal Ten Cate Annual Report <strong>2008</strong> 111


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

47.2 Diluted earnings per share<br />

The calculation of the diluted earnings per share as at 31 December <strong>2008</strong> is based on the net profit of<br />

€ 51.1 million (2007: € 46.4 million) attributable to holders of ordinary shares and the weighted average number<br />

of outstanding ordinary shares during the <strong>2008</strong> financial year of 23,494,868 (2007: 22,966,852), calculated<br />

as follows:<br />

112 Royal Ten Cate Annual Report <strong>2008</strong><br />

<strong>2008</strong> 2007<br />

Net profit for the financial year attributable to holders of ordinary shares 51.1 46.4<br />

Weighted average number of ordinary shares <strong>2008</strong> 2007<br />

Number x 1,000<br />

Weighted average number of ordinary shares as at 31 December 23,426 22,797<br />

Effect of outstanding option rights<br />

Weighted average number of ordinary shares (after dilution)<br />

69 170<br />

as at 31 December 23,495 22,967<br />

48 LONG-TERM DEBTS <strong>2008</strong> 2007<br />

Syndicated loan 304.2 214.1<br />

Financial lease liabilities 5.3 1.2<br />

Other loans 7.6 7.4<br />

317.1 222.7<br />

Less: repayment of loans in forthcoming year – 0.9 – 0.4<br />

Long-term debts 316.2 222.3


<strong>2008</strong><br />

Total<br />

2009<br />

< 1 year<br />

2010<br />

1 – 2 years<br />

2011/2013<br />

2 – 5 years<br />

2014<br />

and after<br />

> 5 years<br />

Syndicated loan<br />

EUR – variable interest 122.1 122.1 214.1<br />

USD – variable interest 150.8 150.8 –<br />

DKK – variable interest 31.3 31.3 –<br />

Financial lease liabilities<br />

EUR – fixed interest 8.00% 0.9 0.2 0.2 0.5 1.1<br />

EUR – variable interest 4.3 0.6 0.7 3.0 –<br />

DKK – fixed interest 6.96% – 0.1<br />

THB – fixed interest 3.65% 0.1 0.1 –<br />

Other loans<br />

AUD – variable interest 2.6 2.6 2.6<br />

USD – variable interest 2.9 2.9 2.7<br />

EUR – fixed interest 0.5 – 3.0% 0.1 0.1 0.2<br />

EUR – fixed interest 1.00% 2.0 2.0 1.9<br />

Long–term debts 317.1 0.9 3.5 309.8 2.9 222.7<br />

The syndicated loan of € 400 million (2007 € 250 million), which is available for drawing in various currencies,<br />

was concluded with a syndicate of 12 banks on 16 February 2007 and was amended on 27 February <strong>2008</strong>.<br />

€ 306 million of this facility was drawn as at 31 December <strong>2008</strong> (2007: € 215 million). The original term of the<br />

loan is five years (up to 16 February 2012). Repayment is due in full on the maturity date. The loan is valued<br />

at amortised cost in accordance with the effective interest method.<br />

The interest rate payable is linked to the net debt/EBITDA ratio, which is calculated quarterly in respect of the<br />

preceding 12 months. The interest margin above Euribor or Libor will be between 0.40% and 1.00%. At the end<br />

of <strong>2008</strong>, the margin was 0.725% (2007: 0.50%).<br />

The aforementioned syndicated loan is subject to a number of covenants, the principal of which are:<br />

◾ total net debt/EBITDA + result from associated companies less than 3, with the once-only possibility of an<br />

increase to 3.5 for two successive quarters following an acquisition;<br />

◾ EBITDA/net interest greater than 4;<br />

◾ joint guarantee of operating companies with total assets of at least 60% of the <strong>TenCate</strong> total.<br />

<strong>TenCate</strong> fulfilled these conditions as at the balance sheet date.<br />

2007<br />

Total<br />

Royal Ten Cate Annual Report <strong>2008</strong> 113


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

In the event of a change of control of the company, the syndicated loan of € 400 million is immediately repayable<br />

if a two-thirds majority of the lenders so require.<br />

The € 4.3 million Financial lease liability with variable interest concerns the conversion of an operating lease<br />

into a financial lease.<br />

The AUD loan with a variable interest rate was granted by Westpac Banking Corporation.<br />

The USD loan with variable interest concerns a $ 4 million loan from the Development Authority of Pike County<br />

Industrial Revenue Bonds. Repayment is due in full in 2018.<br />

The euro loans with a fixed interest rate between 0.5% and 3% were granted by Forschungsförderungsfond,<br />

Vienna, and Öberbank AG, Linz.<br />

Of the total of long-term loans, 99% (2007: 98%) had variable interest in <strong>2008</strong>. The risk associated with this<br />

variability has been hedged by means of a number of instruments (caps, swaps). Details of the interest rate risk<br />

borne by the Group can be found in note 51.3.<br />

49 PENSION LIABILITIES <strong>2008</strong> 2007<br />

Defined benefit schemes<br />

Discounted value of covered liabilities 275.1 298.6<br />

Market value of fund investments 272.4 304.7<br />

Discounted value of net liabilities 2.7 – 6.1<br />

Unstated actuarial profits and losses 15.1 26.8<br />

Total defined benefit schemes 17.8 20.7<br />

Other liabilities in respect of pensions 6.5 7.8<br />

Pension liabilities 24.3 28.5<br />

49.1 Changes in the valuation of liabilities as at the balance sheet date <strong>2008</strong> 2007<br />

Balance of liabilities as at 1 January 298.6 316.1<br />

Service costs 3.3 3.7<br />

Members’ contributions 3.1 3.1<br />

Interest costs 16.3 14.6<br />

Benefits paid – 15.6 – 12.9<br />

Actuarial differences – 30.6 – 26.0<br />

Balance as at 31 December 275.1 298.6<br />

114 Royal Ten Cate Annual Report <strong>2008</strong>


49.2 Investments <strong>2008</strong> 2007<br />

Balance as at 1 January 304.7 302.8<br />

Expected return 17.7 17.1<br />

Employer’s contribution 4.8 4.8<br />

Members’ contributions 3.1 3.1<br />

Actuarial losses – 42.3 – 10.3<br />

Benefits paid – 15.6 – 12.8<br />

Balance as at 31 December 272.4 304.7<br />

Analysis of investments as at 31 December <strong>2008</strong> 2007<br />

Bonds 161.4 158.6<br />

Shares 69.0 102.1<br />

Hedge funds 11.1 16.7<br />

Real estate 26.0 24.0<br />

Cash 4.9 3.3<br />

Pension fund investments 272.4 304.7<br />

49.3 Charge stated in profit and loss account <strong>2008</strong> 2007<br />

Service costs – 3.3 – 3.7<br />

Interest on the liabilities – 16.3 – 14.6<br />

Expected return on fund investments 17.7 17.1<br />

Pension income/charges – 1.9 – 1.2<br />

The pension charges have been stated in the <strong>2008</strong> profit and loss account in an amount of € 1.9 million<br />

(2007: € 1.2 million) under personnel costs. The actual return on fund investments amounts to € – 24.6 million<br />

(2007: € 6.8 million).<br />

Netherlands<br />

The defined pension scheme concerns the pension rights of the Dutch employees which have been placed with<br />

Stichting Pensioenfonds Koninklijke Ten Cate.<br />

The main features of the scheme are:<br />

◾ pension accumulation based on average salary;<br />

◾ accumulation rate of 2.1%;<br />

◾ conditional indexation; the average indexation expectation has been set at 70%.<br />

Agreements have been entered into with the pension fund in respect of the contribution payable. The contribution<br />

percentage varies within an agreed range, depending on the cover ratio of the pension fund. The current<br />

agreements cover the period up to 31 December 2009.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 115


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

Other liabilities<br />

The other liabilities in respect of pensions relate to defined contribution schemes and a number of specific oldage<br />

provisions. The principal defined contribution scheme is a 401K (savings) scheme in the United States.<br />

49.4 Liability in respect of defined benefit schemes<br />

The main actuarial assumptions as at the balance sheet date (in weighted averages):<br />

116 Royal Ten Cate Annual Report <strong>2008</strong><br />

<strong>2008</strong> 2007<br />

Discount rate as at 31 December 5.7% 5.5%<br />

Expected return on fund investments as at 31 December 6.1% 5.9%<br />

Future wage increases 2.5% 2.7%<br />

Future pension increases 1.4% 2.0%<br />

Assumptions with regard to future mortality figures are based on published statistical data and mortality tables.<br />

The mortality tables used are the GBM and GBV survival tables for 2000 – 2005 with an age reduction of three<br />

years for men and zero years for women. The age difference between men and women is set at three years.<br />

A loading of 3.5% has been applied for future improvement in life expectancy on the liability and 6.0% on the<br />

service cost. The total expected long-term return on the investments is 6.1% (2007: 5.9%). This percentage is<br />

based on the sum of the returns in separate investment categories. A 0.1% change in the discount rate does not<br />

lead to a change in the annual charges (2007: € 0.1 million). A 0.1% change in the discount rate will, however,<br />

cause the liability to rise or fall by € 3.5 million (2007 € 4.1 million).<br />

Historical information <strong>2008</strong> 2007 2006 2005 2004<br />

Discounted value of covered liabilities 275.1 298.6 316.1 326.5 302.4<br />

Market value of fund investments 272.4 304.7 302.8 289.1 265.9<br />

Discounted value of net liabilities<br />

Experience adjustments arising<br />

2.7 – 6.1 13.3 37.4 36.5<br />

on liabilities of the scheme * Experience adjustments arising<br />

0.8 2.7 – 1.6 – –<br />

on fund investments – 42.3 – 10.3 5.7 15.7 5.8<br />

*<br />

No figures are available for 2005 and 2004.<br />

The Group expects to contribute € 7.0 million of employer’s contributions to defined benefit pension schemes<br />

in 2009 (<strong>2008</strong>: € 4.8 million). The pension expense in respect of 2009 is estimated at € 1.8 million (<strong>2008</strong>:<br />

€ 1.9 million).


50 PROVISIONS<br />

Guarantee/ Reorganisation<br />

claims provision<br />

Other<br />

personnel<br />

liabilities Environment Others Total<br />

Balance as at 1 January <strong>2008</strong><br />

Change as a result of<br />

6.0 – 4.6 2.0 2.2 14.8<br />

consolidation – – – – 0.3 0.3<br />

Formed as charge against result 1.6 2.5 0.3 – 0.1 4.5<br />

Released to result – 2.4 – 0.2 – 0.2 – 0.2 – 3.0<br />

Expenditure in current year – 1.5 – 0.5 – 0.2 – – 0.4 – 2.6<br />

Reclassification<br />

Balance as at<br />

1.1 – 1.1 –<br />

31 December <strong>2008</strong> 3.7 1.8 5.8 1.8 0.9 14.0<br />

Of which short-term<br />

as at 31.12.07 2.6 – – – 0.8 3.4<br />

as at 31.12.08 2.1 1.8 0.1 – 0.4 4.4<br />

The amount released to the result has been included in the profit and loss account as follows:<br />

<strong>2008</strong> 2007<br />

Personnel costs 0.2 0.7<br />

Other operating costs 2.8 2.1<br />

Total 3.0 2.8<br />

The guarantee provision relates to goods and services supplied and the provision for claims relates to damage<br />

claims and possible legal costs.<br />

Two reorganisations were announced in <strong>2008</strong>. The transfer of Ten Cate Enbi’s R&D activities to Singapore and<br />

the discontinuation of contract finishing for third parties at <strong>TenCate</strong> Protective & Outdoor Fabrics are expected<br />

to be completed in 2009.<br />

The provision for other personnel liabilities has been formed in respect of long-term leave and other allowances,<br />

such as anniversaries.<br />

The environmental provision has been formed for expected costs of decontamination of industrial sites, on the<br />

basis of functional decontamination (maintenance of business use).<br />

Royal Ten Cate Annual Report <strong>2008</strong> 117


Other information<br />

51 FINANCIAL INSTRUMENTS<br />

As part of the normal business operations, the Group incurs liquidity, credit, interest and currency risks. The risk<br />

of fluctuations in exchange rates and interest rates is hedged using derivatives.<br />

51.1 LIQUIDITY RISK<br />

The liquidity risk is the risk of <strong>TenCate</strong> being unable to meet its liabilities when they fall due. <strong>TenCate</strong>’s policy<br />

on control of the liquidity risk is to guarantee to the best of its ability that sufficient liquidities are available to<br />

meet its liabilities on time, in both normal and exceptional situations.<br />

The term of the financial liabilities as at 31 December <strong>2008</strong> is as follows:<br />

118 Royal Ten Cate Annual Report <strong>2008</strong><br />

Book value<br />

Contractual<br />

cash flow<br />

2009<br />

< 1 year<br />

2010<br />

1-2 years<br />

2011/2013<br />

2-5 years<br />

2014 f.f.<br />

> 5 years<br />

Financial liabilities<br />

(excluding derivatives)<br />

Long-term debts 317.1 – 349.6 – 10.6 – 13.2 – 322.8 – 3.1<br />

Cash loans, overdrafts<br />

Trade and other creditors,<br />

19.4 – 19.4 – 19.4 – – –<br />

excluding derivatives 130.6 – 130.6 – 130.6 – – –<br />

Derivatives<br />

Interest rate swaps<br />

Forward foreign exchange<br />

0.6 – 2.0 – 0.1 – 0.5 – 1.0 – 0.4<br />

contracts<br />

Total financial liabilities<br />

1.4 – 1.4 – 1.4 – – –<br />

(including derivatives) 469.1 – 503.0 – 162.1 – 13.7 – 323.8 – 3.5


The term of the financial liabilities as at 31 December 2007 is as follows:<br />

Book value<br />

Contractual<br />

cash flow<br />

<strong>2008</strong><br />

< 1 year<br />

2009<br />

1-2 years<br />

2010/2012<br />

2-5 years<br />

2013 f.f.<br />

> 5 years<br />

Financial liabilities (excluding<br />

derivatives)<br />

Long-term debts 222.7 – 268.1 – 11.3 – 11.3 – 240.8 – 4.7<br />

Cash loans, overdrafts<br />

Trade and other creditors,<br />

12.5 – 12.5 – 12.5 – – –<br />

excluding derivatives 128.5 – 128.5 – 128.5 – – –<br />

Derivatives<br />

Interest rate swaps – 0.1 0.3 0.3 – – –<br />

Caps<br />

Forward foreign exchange<br />

– 0.8 1.0 0.6 0.4 – –<br />

contracts<br />

Total financial liabilities<br />

0.1 – 0.1 – 0.1 – – –<br />

(including derivatives) 362.9 – 407.9 – 151.5 – 10.9 – 240.8 – 4.7<br />

51.2 Credit risk<br />

Credit risk is the risk of a financial loss for the Group if a customer or counterparty to a financial instrument fails<br />

to discharge its contractual obligations. Credit risks result in particular from trade debtors and investments<br />

in securities.<br />

The management has drawn up a credit policy and the credit risk is constantly monitored.<br />

In the case of all supplies above a certain amount, the customer is subjected to a credit assessment and, where<br />

possible, the debtor position is insured. All European operating companies, as well as a number of American<br />

and Asian companies, have credit insurance.<br />

On the balance sheet date there were no major concentrations of credit risk. The residual credit risk is the<br />

balance sheet value of each financial asset, after deduction of derivates.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 119


OTHER INFORMATION<br />

The book value of the financial assets reflects the maximum exposure to credit risk. The maximum exposure can<br />

be defined as follows:<br />

120 Royal Ten Cate Annual Report <strong>2008</strong><br />

31 December<br />

<strong>2008</strong><br />

31 December<br />

2007<br />

Trade debtors and other (long-term) receivables 188.1 163.9<br />

Cash and cash equivalents 5.4 4.8<br />

Forward foreign exchange contracts and options 1.6 2.3<br />

Interest rate swaps – 0.3<br />

Interest rate caps 0.2 0.8<br />

Total 195.3 172.1<br />

The age of the trade debtors and the provision for bad debts can be analysed as follows:<br />

<strong>2008</strong> 2007<br />

Gross Provision Gross Provision<br />

0 – 60 days overdue 152.5 0.6 143.7 0.5<br />

60 – 120 days overdue 11.0 0.5 2.1 0.4<br />

120 – 360 days overdue 6.8 1.1 1.3 0.9<br />

Over 360 days overdue 2.8 2.0 2.2 1.7<br />

Balance as at 31 December 173.1 4.2 149.3 3.5<br />

The movements in the provision for trade debtors are as follows:<br />

<strong>2008</strong> 2007<br />

Balance as at 1 January 3.5 3.1<br />

Change as a result of consolidations/deconsolidations 0.1 – 0.1<br />

Formed as charge against result 1.8 2.0<br />

Released to result – 1.0 – 1.0<br />

Written off during the year – 0.3 – 0.3<br />

Exchange rate differences 0.1 – 0.2<br />

Balance as at 31 December 4.2 3.5


51.3 Interest rate risk<br />

The policy with regard to interest rate risks is stated in the risk section on page 38 of this report. The conditions<br />

applying to the interest-bearing debt are set out in note 48.<br />

The aim of the interest rate policy is to limit the finance charges as far as possible. Interest rate instruments<br />

can be used in order to adjust the fixed or variable interest character of finance to the required profile. The<br />

Group has entered into interest rate swaps and caps in order to fulfil this purpose within the policy of the<br />

Group.<br />

The following interest rate instruments were outstanding at the end of <strong>2008</strong>:<br />

◾ interest rate swap to 02-01-2018: $ 4 million received variable, payment 4.47% fixed<br />

◾ interest rate cap 30-12-2005 to 31-12-2009: € 25 million 3.5%<br />

◾ interest rate cap 31-12-<strong>2008</strong> to 30-12-2009: € 40 million 4.5%<br />

◾ interest rate cap 31-12-2009 to 30-12-2010: € 15 million 4.5%<br />

◾ interest rate cap 31-12-<strong>2008</strong> to 31-12-2010: € 25 million 4.5%<br />

◾ interest rate cap 30-06-<strong>2008</strong> to 31-12-2009: $ 70 million 4.5%<br />

◾ interest rate cap 30-06-<strong>2008</strong> to 31-12-2010: $ 70 million 4.5%<br />

◾ interest rate cap 30-06-<strong>2008</strong> to 31-12-2011: $ 70 million 4.5%<br />

◾ interest rate swap 31-12-2009 to 31-12-2012: $ 70 million, received variable, payment 2.215%<br />

fixed<br />

The Group classifies the interest rate swaps and the interest rate caps as cash flow hedging and values them<br />

at fair value. The net fair value of the interest rate swaps as at 31 December <strong>2008</strong> of € – 0.6 million (2007:<br />

€ 0.1 million) has been included under trade creditors and other payables. The net fair value of the caps of<br />

€ 0.2 million (2007: € 0.8 million) has been included under other receivables.<br />

51.4 Currency risk<br />

The Group incurs currency risks on sales and purchases denominated in currencies other than the local currency<br />

of the respective Group company. The currencies which give rise to this risk are primarily the US dollar, the British<br />

pound and the euro.<br />

Transaction risk<br />

The Group hedges all trade receivables and debts denominated in foreign currencies. To that end it uses foreign<br />

exchange forward contracts and options. The forward contracts have a term of less than one year after the balance<br />

sheet date. If necessary they are extended.<br />

Competition risks<br />

The Group also hedges the estimated currency risk of the expected purchases and sales in the subsequent six<br />

months. Currency options are used for this purpose.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 121


OTHER INFORMATION<br />

With regard to monetary assets and liabilities held in currencies other than the euro, the Group ensures that the<br />

net risk remains at an acceptable level, by purchasing or selling foreign currencies as necessary in the spot market<br />

in order to eliminate short-term imbalances.<br />

The principal of the USD, and AUD loans of the Group has not been hedged, because these loans have been<br />

drawn by operating companies which have corresponding assets in the same currency.<br />

Additional note on currency risk<br />

The Group’s exposure to currency risks on the balance sheet date is as follows:<br />

122 Royal Ten Cate Annual Report <strong>2008</strong><br />

31 December <strong>2008</strong> 31 December 2007<br />

USD GBP EUR USD GBP EUR<br />

Transaction risk 5.2 2.5 23.8 – 2.5 5.1 – 9.8<br />

Competition risk 2.2 1.4 – 0.9 4.0 2.2 15.2<br />

Risk before hedging 7.4 3.9 22.9 1.5 7.3 5.4<br />

Forward contracts – 6.5 – 2.2 – 22.5 – 0.6 – 6.7 7.3<br />

Option contracts 0.3 – 0.8 – 4.4 0.5 – 0.9 6.1<br />

Risk after hedging 1.2 0.9 – 4.0 1.4 – 0.3 18.8<br />

The foreign currencies have been converted into euros at the closing rate.<br />

The transaction risk in USD and EUR relates respectively to debts and receivables in USD and EUR of operating<br />

companies outside the dollar and euro zones. The transaction risk in EUR mainly concerns trade receivables of<br />

<strong>TenCate</strong> Thiolon Middle East. The competition risk in USD relates mainly to expected revenues of <strong>TenCate</strong> Geosynthetics<br />

Asia. The transaction risk in GBP relates mainly to GBP receivables of <strong>TenCate</strong> Advanced Armour<br />

France.<br />

The competition risk concerns the balance of expected revenues and costs in the stated currencies of operating<br />

companies located outside the respective regions.<br />

51.5 Future transactions<br />

The Group classifies options to hedge future transactions as cash flow hedging and values them at fair value.<br />

The net fair value of options to hedge future transactions as at 31 December <strong>2008</strong> amounted to € 0.8 million<br />

(2007: € 2.1 million). This amount has been included in other receivables.


51.6 Assets and liabilities included in the balance sheet<br />

Changes in the fair value of foreign exchange forward contracts and options which are used to hedge, in an<br />

economic sense, monetary assets and liabilities denominated in foreign currencies are stated in the profit and<br />

loss account. Both changes in the fair value of forward contracts and options and the exchange rate differences<br />

relating to monetary balance sheet items are included as exchange rate differences under net financial expenses<br />

(see note 35).<br />

51.7 Sensitivity analyses<br />

In managing interest rate and currency risks, the Group’s aim is to limit the effect of short-term fluctuations on<br />

the Group result. In the longer term, however, sustained changes in exchange rates and interest rates will have<br />

an effect on the consolidated result.<br />

The effect of a general rise of one percentage point in the interest rate on the pre-tax income in <strong>2008</strong> is<br />

estimated at € – 2.1 million (2007: € – 0.4 million). This calculation takes account of the concluded interest rate<br />

swaps or caps.<br />

A general rise of one percentage point in the value of the euro against other currencies would have reduced<br />

the result after tax by an expected € 0.4 million (2007: € 0). Existing options have been taken into account in this<br />

calculation.<br />

A general rise of one percentage point in the value of the euro against other currencies would have reduced<br />

the equity by approximately € 3.1 million (2007: € 2.1 million).<br />

51.8 Estimate of fair value<br />

Details are given below of the main methods and assumptions used in estimating the fair value of financial<br />

instruments.<br />

Foreign exchange forward contracts and interest rate caps are valued on the basis of calculations or prices<br />

obtained from financial institutions. In the case of interest rate swaps, bank statements are used.<br />

The fair value of long-term debts is calculated on the basis of the discounted value of expected future cash<br />

flows from repayments and interest payments.<br />

The fair value of financial lease liabilities is estimated on the basis of the present value of future cash flows,<br />

discounted at the interest rate for similar lease agreements.<br />

In the case of trade debtors, other receivables, trade creditors and other short-term debts which fall due within<br />

one year, the nominal value is deemed to reflect the fair value.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 123


OTHER INFORMATION<br />

52 LIABILITIES NOT SHOWN IN THE BALANCE SHEET<br />

Operational lease as lessee<br />

Payments due under non-cancellable operational lease agreements are as follows:<br />

124 Royal Ten Cate Annual Report <strong>2008</strong><br />

<strong>2008</strong> 2007<br />

Less than 1 year 5.4 4.7<br />

Between two and five years 14.5 10.7<br />

More than five years 8.6 15.6<br />

28.5 31.0<br />

The Group leases buildings, plant, vehicles and office equipment under operational leases. The leased buildings<br />

have a term of 10 to 15 years. Lease payments are indexed annually. None of the lease agreements include<br />

conditional lease payments. In principle the Group does not act as a lessor. The term of the other lease agreements<br />

is a maximum of five years.<br />

53 INVESTMENT LIABILITIES<br />

In <strong>2008</strong> the Group entered into contractual liabilities for the purchase of tangible fixed assets. The amount of<br />

the liabilities as at 31 December <strong>2008</strong>, after deduction of advance payments already made during the financial<br />

year, is € 7.1 million (2007: € 24.9 million).<br />

54 CONTINGENT LIABILITIES<br />

The Group has received claims for damages arising from the conduct of business. With the exception of those<br />

stated below, the claims are not deemed to be substantial and provisions have been recognised to the extent<br />

necessary.<br />

A claim for damages has been made against Royal Ten Cate by United Fabrics nv, a company registered in the<br />

Netherlands Antilles (majority shareholder in Textielgroep Twenthe nv). The claim is based on an outsourcing<br />

and management agreement from 1998 and originally amounted to € 56 million. On 24 May 2002 the district<br />

court of Almelo dismissed the claim in its entirety. In a judgment on 10 February 2004 the court of appeal of<br />

Arnhem dismissed the claim in respect of the outsourcing agreement and referred the claim in respect of the<br />

management agreement back to the plaintiff, requiring the latter to substantiate its loss before the court.<br />

On 10 May 2004 both Royal Ten Cate and the receiver of United Fabrics lodged appeals in cassation against<br />

the appeal court’s judgment. The Supreme Court issued a ruling on 7 April 2006 upholding the appeal court’s<br />

judgment. The claim in respect of the outsourcing agreement has thus permanently lapsed. There remains<br />

the possibility of a damages assessment procedure with regard to the management agreement, which Royal<br />

Ten Cate views with confidence. As at the end of <strong>2008</strong>, United fabrics had not commenced any damages<br />

assessment procedure.


55 POST BALANCE SHEET EVENTS<br />

A commentary on events subsequent to the balance sheet date can be found on page 138.<br />

56 RELATED PARTIES<br />

56.1 Identity of related parties<br />

Related parties concern relationships between the Group and its operating companies, other associated companies,<br />

joint ventures, the <strong>TenCate</strong> pension fund and the executive and supervisory directors.<br />

56.2 Directors’ remuneration<br />

The remuneration of the members of the Executive Board was as follows:<br />

L. de Vries J. Wegstapel<br />

1<br />

P.H. van der Vorm<br />

2<br />

in thousands of euros <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />

Periodic remuneration 507 461 358 259 – 57<br />

Results-related pay 254 231 85 – – –<br />

Pension costs 281 413 68 40 – –<br />

1,042 1,105 511 299 – 57<br />

1<br />

2<br />

As at 29 March 2007.<br />

Up to and including 29 March 2007.<br />

In addition to the above pension costs, costs of € 110,000 were incurred in 2007 for repairs in respect of the<br />

Early Retirement (Pre-pension and Life Course Savings) Act. As at 31 December <strong>2008</strong> Mr De Vries held 129,084<br />

shares in the company (31 December 2007: 124,928 shares). Mr Wegstapel holds no shares in the company.<br />

Messrs De Vries and Wegstapel are participating in the Group’s share option plan. See also note 67.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 125


OTHER INFORMATION<br />

The remuneration of the members of the Supervisory Board was as follows:<br />

in euros<br />

126 Royal Ten Cate Annual Report <strong>2008</strong><br />

<strong>2008</strong> 2007<br />

A.W. Veenman – Chairman1,2 (to 3 April <strong>2008</strong>) 13,324 38,154<br />

J.C.M. Hovers – Chairman1,2 (from 3 April <strong>2008</strong>) 39,972 –<br />

P.P.A.I. Deiters – Vice-Chairman1 30,492 29,343<br />

F.A. van Vught2,* 25,008 23,532<br />

E. ten Cate1,* 25,008 23,532<br />

C.W. Versteeg (to 31 March <strong>2008</strong>) 5,253 20,535<br />

1 Member of the Financial Committee.<br />

2 Member of the combined Remuneration, Selection and Appointments Committee.<br />

*<br />

Chairman.<br />

139,057 135,096<br />

The members of the Supervisory Board held no shares or option rights of Royal Ten Cate at the end of <strong>2008</strong>.<br />

56.3 Transactions with other associated companies and joint ventures<br />

During the <strong>2008</strong> financial year, other (non-consolidated) associated companies and joint ventures purchased<br />

goods from the Group amounting to € 25.7 million. As at 31 December <strong>2008</strong>, the outstanding trade receivables<br />

due to the Group from other associated companies amounted to € 13.4 million and from joint ventures<br />

€ 1.3 million. The Group has no trade accounts payable to other associated companies and joint ventures.<br />

Transactions with other associated companies and joint ventures take place on an objective, business basis.<br />

56.4 Operating companies<br />

A list of (significant) subsidiaries and companies can be found inside the back cover of this report.


57 ESTIMATES AND JUDGMENTS FORMED BY THE MANAGEMENT<br />

The Executive Board has conducted discussions with the Financial Committee on the critical principles for the<br />

financial reporting and estimates, as well as the application of such principles and estimates.<br />

With regard to the pensions, the main actuarial assumptions are stated in note 49. With regard to guarantees<br />

and claims, provisions have been formed whenever there is an actual liability or it is likely that an outflow<br />

of funds will be necessary. The result of this is stated in note 50.<br />

With regard to impairments in the case of loss-making companies, an examination has been carried out to<br />

determine whether the realisable value of any cash generating unit was lower than the book value. This was<br />

not the case in <strong>2008</strong>.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 127


Company financial statements<br />

58 COMPANY PROFIT AND LOSS ACCOUNT note <strong>2008</strong> 2007<br />

In millions of euros<br />

Result from associated companies after tax 60 65.6 46.6<br />

Other results after tax – 14.5 – 0.2<br />

NET INCOME 51.1 46.4<br />

59 COMPANY BALANCE SHEET note <strong>2008</strong> 2007<br />

In millions of euros<br />

FINANCIAL FIXED ASSETS 60<br />

Interests in operating companies 641.3 336.1<br />

Other participating interests – 1.3<br />

Loans to operating companies 75.4 210.3<br />

Deferred profit tax assets 2.3 3.7<br />

719.0 551.4<br />

CURRENT ASSETS<br />

Due from operating companies 0.8 2.1<br />

Profit tax receivable 1.5 –<br />

Other receivables 1.7 3.2<br />

Cash and cash equivalents 0.8 –<br />

128 Royal Ten Cate Annual Report <strong>2008</strong><br />

4.8 5.3<br />

TOTAL ASSETS 723.8 556.7<br />

EQUITY<br />

Share capital 62 59.9 58.9<br />

Share premium reserve 64 49.7 50.7<br />

Statutory reserve 65 – 5.9 – 19.5<br />

Other reserves 66 212.1 173.6<br />

Undistributed Result 51.1 46.4<br />

366.9 310.1<br />

PROVISIONS 68 1.6 3.3<br />

LONG-TERM LIABILITIES 69 305.6 223.3<br />

SHORT-TERM LIABILITIES 70 49.7 20.0<br />

TOTAL EQUITY AND LIABILITIES 723.8 556.7


Notes to the company financial statements<br />

General<br />

Accounting principles<br />

In determining the accounting principles for its parent company financial statements, Royal Ten Cate uses the<br />

option available under article 2.362 paragraph 8 of the Netherlands Civil Code. This means that the accounting<br />

principles for the parent company financial statements of Royal Ten Cate are the same as those applying to the<br />

consolidated financial statements. Associated companies over which significant influence is exercised are valued<br />

in accordance with the equity method. The consolidated financial statements have been prepared in accordance<br />

with the standards set by the International Accounting Standards Board and adopted by the European<br />

Union. A description of these standards can be found in the accounting policies applicable to the consolidated<br />

financial statements.<br />

The share in the results of associated companies includes the share of Royal Ten Cate in the results of these<br />

companies. Results from transactions involving a transfer of assets and liabilities between Royal Ten Cate and<br />

its associated companies and between individual associated companies are not included to the extent that they<br />

can be considered to be unrealised.<br />

60 FINANCIAL FIXED ASSETS<br />

Interest in<br />

operating<br />

companies<br />

Other<br />

participating<br />

interests<br />

Loans to<br />

operating<br />

companies<br />

Deferred<br />

profit tax<br />

assets Total<br />

Balance as at 1 January 336.1 1.3 210.3 3.7 551.4<br />

Capital contributions 54.2 54.2<br />

Internal restructurings 204.5 – 1.3 203.2<br />

Translation differences 12.2 6.3 18.5<br />

Loans granted 164.5 164.5<br />

Repayment of loans – 305.7 – 305.7<br />

Result from associated companies 65.6 65.6<br />

Dividend of associated companies – 31.3 – 31.3<br />

Withdrawn from result – 1.4 – 1.4<br />

Balance as at 31 December 641.3 – 75.4 2.3 719.0<br />

Royal Ten Cate is at the head of the Group and has capital interests in the operating companies stated on<br />

the cover.<br />

A number of legal/financial restructurings took place in <strong>2008</strong>. A large proportion of the internal financing<br />

activities of Royal <strong>TenCate</strong> were placed with a newly formed financing company registered in Switzerland.<br />

61 EQUITY<br />

The equity in the parent company financial statements corresponds to the equity in the consolidated financial<br />

statements. A statement of changes in equity can be found on page 80.<br />

Royal Ten Cate Annual Report <strong>2008</strong> 129


NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />

62 CALLED AND PAID-UP CAPITAL <strong>2008</strong> 2007<br />

Authorised share capital 200.0 200.0<br />

Of which not issued 140.1 141.1<br />

130 Royal Ten Cate Annual Report <strong>2008</strong><br />

59.9 58.9<br />

63 ORDINARY SHARES <strong>2008</strong> 2007<br />

The authorised share capital consists of:<br />

80,000,000 ordinary shares of € 2.50 200.0 200.0<br />

Issued share capital<br />

Balance as at 1 January <strong>2008</strong> 2007<br />

Ordinary shares 23,556,158 and 21,063,292 58.9 52.7<br />

Issued shares 0 and 2,106,329 – 5.3<br />

Issued stock dividend 410,743 and 386,537 1.0 0.9<br />

Balance as at 31 December 59.9 58.9<br />

64 SHARE PREMIUM RESERVE <strong>2008</strong> 2007<br />

Balance as at 1 January 50.7 6.3<br />

Premium on issued shares – 45.3<br />

Issued stock dividend – 1.0 – 0.9<br />

Balance as at 31 December 49.7 50.7<br />

The share premium reserve is available for distribution to shareholders.


65 STATUTORY RESERVE <strong>2008</strong> 2007<br />

65.1 Retained earnings of associated companies<br />

Balance as at 1 January 1.3 –<br />

Added from appropriation of profit in respect of <strong>2008</strong> and 2007 1.4 1.3<br />

Balance as at 31 December 2.7 1.3<br />

This reserve has been created for associated companies and joint ventures where free disposal of retained<br />

earnings is subject to restriction.<br />

65.2 Translation differences <strong>2008</strong> 2007<br />

Balance as at 1 January – 20.8 – 2.0<br />

Change 12.2 – 18.8<br />

Balance as at 31 December – 8.6 – 20.8<br />

Balance of statutory reserve as at 31 December – 5.9 – 19.5<br />

66 OTHER RESERVES <strong>2008</strong> 2007<br />

Balance as at 1 January 173.6 105.7<br />

Added from 2007 and 2006 result 36.4 70.0<br />

Repurchase of own shares for share savings plan/option plan – – 4.2<br />

Share and option schemes 1.7 1.1<br />

Issue of repurchased shares for share savings plan/option plan 0.4 1.0<br />

Balance as at 31 December 212.1 173.6<br />

67 OPTION PLAN<br />

Royal Ten Cate operates a stock option plan for the management, established by the Supervisory Board.<br />

The maximum possible account has been taken of the recommendations of VNO-NCW and the Dutch Investors’<br />

Association (VEB). Those eligible for options are members of the Executive Board, the corporate and group<br />

directors and a number of managers. The implementation of the share option plan is supervised by the compliance<br />

officer.<br />

The options are granted on a conditional basis. If after three years a specified performance level has been<br />

attained, the options confer the right to acquire a € 2.50 ordinary share at the option exercise price.<br />

The performance condition is that the earnings per share over the previous three years must have increased<br />

at least by a percentage equal to inflation plus 3% per year. The term of the options was extended in <strong>2008</strong>;<br />

the exercise period of the vested options is now between the third and the eighth year after the conditional<br />

granting of the option rights (previously between the third and sixth years). The exercise price is equivalent<br />

to the average price of the Royal Ten Cate share on NYSE Euronext Amsterdam nv on the five stock exchange<br />

Royal Ten Cate Annual Report <strong>2008</strong> 131


NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />

trading days following publication of the annual figures. Each granted option right lapses on termination<br />

of employment.<br />

In principle options amounting to approximately 1.5% of the total number of shares outstanding will be granted<br />

in any one year. The exercise of options is subject to the restrictions laid down in the Securities Transactions<br />

Supervision Act.<br />

67.1 Granting of options in 2009<br />

On 3 March 2009 the intention was to grant 275,750 conditional options at the average market price during the<br />

five stock exchange trading days following publication of the annual results on 4 March 2009. The distribution is<br />

as follows:<br />

03-03-2009 05-03-<strong>2008</strong><br />

Members of the Executive Board 100,000 92,000<br />

Management and management support staff 175,750 175,000<br />

275,750 267,000<br />

67.2 Statement of movements in options of the Executive Board in <strong>2008</strong><br />

Issued on Term until<br />

132 Royal Ten Cate Annual Report <strong>2008</strong><br />

Number of<br />

options Exercise price<br />

Exercised/<br />

lapsed to<br />

2007<br />

Exercised<br />

in <strong>2008</strong><br />

Lapsed<br />

in <strong>2008</strong><br />

Outstanding<br />

31-12-<strong>2008</strong><br />

Exercisable<br />

31-12-<strong>2008</strong><br />

27-02-2002 27-02-<strong>2008</strong> 40,000 6.42 40,000 – – – –<br />

25-02-2003 25-02-2011 40,000 6.18 40,000 – – – –<br />

25-02-2004 25-02-2012 40,000 10.29 – – – 40,000 40,000<br />

22-02-2005 22-02-2013 50,000 15.17 – – – 50,000 50,000<br />

01-03-2006 01-03-2014 60,000 23.63 – – – 60,000 –<br />

28-02-2007 28-02-2015 60,000 25.77 – – – 60,000 –<br />

05-03-<strong>2008</strong> 05-03-2016 92,000 22.50 – – – 92,000 –<br />

382,000 80,000 – – 302,000 90,000<br />

03-03-2009 03-03-2017 100,000<br />

The option series from 2002 to 2007 inclusive concern only Mr De Vries. The grant in <strong>2008</strong> concerns Mr De Vries<br />

(60,000 options) and Mr Wegstapel (32,000).


67.3 Statement of movements in options of management and management support staff in <strong>2008</strong><br />

Issued on Term until<br />

Number of<br />

options Exercise price<br />

Exercised/<br />

lapsed to<br />

2007<br />

Exercised<br />

in <strong>2008</strong><br />

Lapsed<br />

in <strong>2008</strong><br />

Outstanding<br />

31-12-<strong>2008</strong><br />

Exercisable<br />

31-12-<strong>2008</strong><br />

27-02-2002 27-02-<strong>2008</strong> 40,000 6.42 39,200 800 – – –<br />

25-02-2003 25-02-2011 48,200 6.18 42,400 2,200 – 3,600 3,600<br />

25-02-2004 25-02-2012 55,600 10.29 41,998 800 – 12,802 12,802<br />

22-02-2005 22-02-2013 102,400 15.17 10,400 21,000 – 71,000 71,000<br />

01-03-2006 01-03-2014 141,200 23.63 13,000 – 12,600 115,600 –<br />

28-02-2007 28-02-2015 145,000 25.77 4,000 – 5,000 136,000 –<br />

05-03-<strong>2008</strong> 05-03-2016 175,000 22.50 – – 6,500 168,500 –<br />

707,400 150,998 24,800 24,100 507,502 87,402<br />

03-03-2009 03-03-2017 175,750<br />

67.4 Complete statement of movements in options in <strong>2008</strong><br />

Issued on Term until<br />

Number of<br />

options Exercise price<br />

Exercised/<br />

lapsed to<br />

2007<br />

Exercised<br />

in <strong>2008</strong><br />

Lapsed<br />

in <strong>2008</strong><br />

Outstanding<br />

31-12-<strong>2008</strong><br />

Exercisable<br />

31-12-<strong>2008</strong><br />

27-02-2002 27-02-<strong>2008</strong> 80,000 6.42 79,200 800 – – –<br />

25-02-2003 25-02-2011 88,200 6.18 82,400 2,200 – 3,600 3,600<br />

25-02-2004 25-02-2012 95,600 10.29 41,998 800 – 52,802 52,802<br />

22-02-2005 22-02-2013 152,400 15.17 10,400 21,000 – 121,000 121,000<br />

01-03-2006 01-03-2014 201,200 23.63 13,000 – 12,600 175,600 –<br />

28-02-2007 28-02-2015 205,000 25.77 4,000 – 5,000 196,000 –<br />

05-03-<strong>2008</strong> 05-03-2016 267,000 22.50 – – 6,500 260,500 –<br />

1,089,400 230,998 24,800 24,100 809,502 177,402<br />

03-03-2009 03-03-2017 275,750<br />

The Group received € 345,534 for the 24,800 options which were exercised during the year. The weighted average<br />

exercise price was € 13.93 and the weighted average share price at sale was € 21.87.<br />

67.5 Share savings plan<br />

All employees in the Netherlands have been given the possibility of participating in the share savings plan.<br />

The maximum amount per participant in <strong>2008</strong> was € 1,226 (2007: € 1,226). 3,827 shares were saved through this<br />

plan in <strong>2008</strong> (2007: 3,274), as a result of which employees have saved a total of 52,055 shares since 2002<br />

(2007: 48,228). The Group has received € 91,806 (2007: € 95,744) for 3,827 (2007: 3,274) saved shares (average<br />

of € 23.99; 2007: € 29.24).<br />

Royal Ten Cate Annual Report <strong>2008</strong> 133


NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />

67.6 Repurchased shares<br />

In principle the company will repurchase shares in order to prevent any dilution of earnings<br />

per share caused by the granting of options.<br />

number of shares<br />

134 Royal Ten Cate Annual Report <strong>2008</strong><br />

<strong>2008</strong> 2007<br />

Number as at 1 January 555,874 508,946<br />

Repurchase of shares – 175,000<br />

Issued in respect of options – 24,800 – 124,798<br />

Issued in respect of share savings plan – 3,827 – 3,274<br />

Number as at 31 December 527,247 555,874<br />

68 PROVISIONS <strong>2008</strong> 2007<br />

Guarantees and claims 1.6 3.0<br />

Others – 0.3<br />

Balance of provisions as at 31 December 1.6 3.3<br />

The term of the provisions exceeds one year.<br />

69 LONG-TERM LIABILITIES <strong>2008</strong> 2007<br />

Syndicated loan 303.3 214.1<br />

Loans from operating companies 2.3 9.2<br />

Balance as at 31 December 305.6 223.3<br />

The conditions of the syndicated loan can be found in note 48 in the notes to the consolidated balance sheet.<br />

70 SHORT-TERM LIABILITIES <strong>2008</strong> 2007<br />

Cash loans, overdrafts 46.9 17.4<br />

Owed to consolidated operating companies 0.4 –<br />

Repayment of long-term debt 0.9 –<br />

Trade creditors and other payables 1.5 2.6<br />

Balance as at 31 December 49.7 20.0


71 AUDITOR’S FEES<br />

The following fees of KPMG Accountants N.V. and the other entities affiliated to the KPMG network have been<br />

charged to the Group, in accordance with article 382a Part 9 of Book 2 of the Netherlands Civil Code.<br />

Fees <strong>2008</strong> 2007<br />

in thousands of euros<br />

Examination of the financial statements 801 686<br />

Other audit assignments 280 249<br />

Other non-audit services 515 655<br />

Total <strong>2008</strong> 1,596 1,590<br />

72 LIABILITIES NOT SHOWN IN THE BALANCE SHEET<br />

The company has issued a declaration of liability in accordance with article 403 of Book 2 of the Netherlands<br />

Civil Code on behalf of its Dutch operating companies.<br />

The company forms a tax group together with the majority of the Dutch operating companies for corporation<br />

and sales tax. Each of these operating companies is severally liable for the tax payable by all the companies<br />

included in the tax group.<br />

Almelo, 3 March 2009<br />

Executive Board<br />

L. de Vries, Chairman<br />

J. Wegstapel<br />

Supervisory Board<br />

J.C.M. Hovers, Chairman<br />

P.P.A.I. Deiters, Vice-Chairman<br />

F.A. van Vught<br />

E. ten Cate<br />

Royal Ten Cate Annual Report <strong>2008</strong> 135


Other information<br />

To the General Meeting of Shareholders of Royal Ten Cate<br />

AUDITOR’S REPORT<br />

Report on the financial statements<br />

We have audited the <strong>2008</strong> financial statements of Royal Ten Cate of Almelo as set out on pages 73 to 135 of<br />

this report. The financial statements consist of the consolidated financial statements and the company financial<br />

statements. The consolidated financial statements comprise the consolidated balance sheet as at 31 December<br />

<strong>2008</strong>, the profit and loss account, statement of changes in equity and cash flow statement for the year then<br />

ended, and a summary of significant accounting policies and other explanatory notes. The company financial<br />

statements comprise the company balance sheet as at 31 December <strong>2008</strong>, the company profit and loss account<br />

for the year then ended and the notes.<br />

Management’s responsibility<br />

Management is responsible for the preparation and fair presentation of the financial statements in accordance<br />

with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of<br />

the Netherlands Civil Code, and for the preparation of the management board report in accordance with Part 9<br />

of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining<br />

internal control relevant to the preparation and fair presentation of the financial statements that are free from<br />

material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies;<br />

and making accounting estimates that are reasonable in the circumstances.<br />

Auditor’s responsibility<br />

Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our<br />

audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and<br />

perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br />

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of<br />

the risks of material misstatement of the financial statements, whether due to fraud or error. In making those<br />

risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation<br />

of the financial statements in order to design audit procedures that are appropriate in the circumstances, but<br />

not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also<br />

includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates<br />

made by management, as well as evaluating the overall presentation of the financial statements.<br />

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our<br />

audit opinion.<br />

136 Royal Ten Cate Annual Report <strong>2008</strong>


Opinion with respect to the consolidated financial statements<br />

In our opinion, the consolidated financial statements give a true and fair view of the financial position of Royal<br />

Ten Cate as at 31 December <strong>2008</strong>, and of its result and its cash flow for the year then ended in accordance with<br />

International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of<br />

the Netherlands Civil Code.<br />

Opinion with respect to the company financial statements<br />

In our opinion, the company financial statements give a true and fair view of the financial position of Royal Ten<br />

Cate as at 31 December <strong>2008</strong>, and of its result for the year then ended in accordance with Part 9 of Book 2 of<br />

the Netherlands Civil Code.<br />

Report on other legal and regulatory requirements<br />

Pursuant to the legal requirement under 2:393 sub 5 part f of the Netherlands Civil Code, we report, to the<br />

extent of our competence, that the management board report is consistent with the financial statements as<br />

required by 2:391 sub 4 of the Netherlands Civil Code.<br />

Enschede, 3 March 2009<br />

KPMG ACCOUNTANTS N.V.<br />

A.J.M. Oude Weernink RA<br />

Royal Ten Cate Annual Report <strong>2008</strong> 137


OTHER INFORMATION<br />

POST BALANCE SHEET EVENTS<br />

Acquisition of minority interest in TigerTurf<br />

In the first quarter of 2009 it was announced that imminent agreement was expected on the acquisition of a<br />

minority interest in TigerTurf, a leading company in the international synthetic turf market operating principally<br />

in Australia and New Zealand. The company markets concepts for various sport and landscape applications.<br />

Annual revenues are approximately € 50 million.<br />

PROVISIONS OF THE ARTICLES OF ASSOCIATION RELATING TO APPROPRIATION OF PROFIT<br />

(Article 27)<br />

General<br />

The authorised capital is divided into ordinary shares.<br />

Summary of the provisions of the articles of association<br />

1. Profit distributions may only take place to the extent that the equity of the company exceeds the paid and<br />

called-up part of the issued capital plus the reserves which must be held by law.<br />

2. With the approval of the Supervisory Board, the Executive Board is authorised to determine the part of the<br />

profit that will be reserved.<br />

3. The sum remaining from the profit after the reservation in accordance with paragraph 2 is at the disposal of<br />

the general meeting of shareholders.<br />

4. Shares held by the company in its own capital are not taken into account in calculating the appropriation of<br />

profit.<br />

5. The dividend payable shall be made payable no later than 30 days after adoption of the financial statements<br />

by the general meeting of shareholders. It shall be made payable only to the authorised persons in whose<br />

name the shares are held. Such payments shall discharge the company.<br />

6. A shareholder’s claim for payment shall be time-barred after a period of five years has elapsed.<br />

138 Royal Ten Cate Annual Report <strong>2008</strong>


PROPOSED APPROPRIATION OF PROFIT<br />

in millions of euros <strong>2008</strong> 2007<br />

Net income 51.1 46.4<br />

Added to other reserves in accordance with article 27, paragraph 4 of the articles of association – 29.5 – 26.5<br />

21.6 19.9<br />

Net addition to the reserve for retained earnings of associated companies – 1.4 – 1.4<br />

20.2 18.5<br />

Undistributed dividend balance from previous year 0.2 0.5<br />

Payment of € 0.85 and € 0.80 dividend to holders of ordinary shares in accordance with article 27<br />

20.4 19.0<br />

paragraph 3 of the articles of association – 20.4 – 18.8<br />

Undistributed dividend balance at year end, which is transferred to the relevant account 0.0 0.2<br />

Royal Ten Cate Annual Report <strong>2008</strong> 139


Ten-year summary<br />

In millions of euros, unless stated otherwise<br />

140 Royal Ten Cate Annual Report <strong>2008</strong><br />

Figures based on IFRS Figures based on Dutch GAAP<br />

<strong>2008</strong> 2007 2006 2005 2004 2003 2002 2001 2000 1999<br />

CONSOLIDATED PROFIT<br />

AND LOSS ACCOUNT<br />

Revenues<br />

Changes in inventories of finished products and<br />

1,032.6 886.0 770.5 686.5 641.0 569.6 602.1 620.0 620.2 665.5<br />

work in progress – 18.0 – 11.7 – 4.8 0.5 – 12.6 – 2.6 – 2.4 6.0 – 3.2 9.6<br />

Raw materials and manufacturing supplies 562.0 463.6 402.2 353.8 332.1 280.7 289.9 297.2 294.4 279.8<br />

Work contracted out and other external expenses 60.7 54.9 34.7 29.3 29.5 28.8 36.4 37.9 36.3 48.6<br />

Personnel costs 190.3 178.3 171.2 161.6 159.7 142.9 151.3 159.1 160.2 165.5<br />

Other operating costs 111.5 98.8 94.0 83.5 78.5 71.5 79.0 78.9 74.7 91.0<br />

Depreciation and impairment 30.7 29.1 22.1 18.6 18.9 18.5 22.9 25.0 25.2 30.1<br />

EBITA 95.4 73.0 51.1 39.2 34.9 29.8 25.0 15.9 32.6 40.9<br />

Amortisation 11.6 3.6 1.0 0.7 0.3 1.1 1.1 1.0 – –<br />

OPERATING RESULT (EBIT) 83.8 69.4 50.1 38.5 34.6 28.7 23.9 14.9 32.6 40.9<br />

Net financial expenses – 13.7 – 11.3 – 8.0 – 4.6 – 6.8 – 7.0 – 12.0 – 12.9 – 10.6 – 10.2<br />

PRE-TAX INCOME 70.1 58.1 42.1 33.9 27.8 21.7 11.9 2.0 22.0 30.7<br />

Profit tax<br />

RESULT AFTER TAX BUT BEFORE RESULT<br />

FROM PARTICIPATING INTERESTS AND<br />

– 19.1 – 11.9 – 11.4 – 11.5 – 9.2 – 5.3 1.7 0.7 – 3.3 – 9.0<br />

RESULT FROM DIVESTED ACTIVITIES<br />

Share in net income of associated companies<br />

51.0 46.2 30.7 22.4 18.6 16.4 13.6 2.7 18.7 21.7<br />

and result from divested activities<br />

RESULT AFTER TAX BEFORE<br />

– 0.3 45.4 8.1 5.1 3.9 5.4 3.5 5.5 – 0.1<br />

EXTRAORDINARY ITEMS 51.0 46.5 76.1 30.5 23.7 20.3 19.0 6.2 24.2 21.6<br />

Extraordinary items after tax – – – – – – 12.3 – 12.0 – –<br />

RESULT AFTER TAX 51.0 46.5 76.1 30.5 23.7 20.3 31.3 – 5.8 24.2 21.6<br />

Minority interests 0.1 – 0.1 – 0.1 – – 0.1 – – 0.2 0.1 – –<br />

NET INCOME 51.1 46.4 76.0 30.5 23.6 20.3 31.1 – 5.7 24.2 21.6<br />

Dividend 20.4 18.8 16.2 12.5 10.2 8.5 7.7 2.4 9.8 8.6<br />

EBITA in % of revenues 9.2% 8.2% 6.6% 5.7% 5.4% 5.2% 4.2% 2.6% 5.3% 6.1%<br />

Cash earnings 62.7 46.6<br />

Return on average net capital employed 13.4% 13.1% 14.4% 15.3% 13.5% 11.7% 9.7% 5.9% 13.6% 13.5%


In millions of euros, unless stated otherwise<br />

CONSOLIDATED BALANCE SHEET<br />

Figures based on IFRS Figures based on Dutch GAAP<br />

<strong>2008</strong> 2007 2006 2005 2004 2003 2002 2001 2000 1999<br />

Intangible fixed assets 212.1 136.8 12.4 13.8 12.1 10.6 12.8 14.7 – –<br />

Tangible fixed assets 247.4 218.1 165.8 161.4 118.8 118.1 130.5 154.3 151.5 143.6<br />

Financial fixed assets 25.1 19.8 18.3 35.2 19.9 11.4 9.2 5.6 7.5 3.4<br />

Total fixed assets 484.6 374.7 196.5 210.4 150.8 140.1 152.5 174.6 159.0 147.0<br />

Inventories 211.5 176.2 157.7 157.5 138.6 110.0 117.4 124.6 134.6 112.0<br />

Receivables 187.7 166.2 128.2 125.0 98.8 91.7 89.8 109.7 107.0 96.2<br />

Securities and cash 5.4 4.8 6.7 4.6 2.7 5.8 2.9 0.1 0.4 0.4<br />

Total current assets 404.6 347.2 292.6 287.1 240.1 207.5 210.1 234.4 242.0 208.6<br />

TOTAL ASSETS 889.2 721.9 489.1 497.5 390.9 347.6 362.6 409.0 401.0 355.6<br />

Equity * 366.9 310.1 238.7 181.8 146.5 162.0 152.9 129.5 140.6 130.5<br />

Minority interests 5.1 0.3 0.2 – 0.1 0.1 0.2 0.1 0.4 0.1<br />

Group equity 372.0 310.4 238.9 181.8 146.6 162.1 153.1 129.6 141.0 130.6<br />

Provisions 43.5 40.8 43.8 56.1 52.1 15.6 15.1 14.4 11.2 11.3<br />

Long-term debts 316.2 222.3 63.5 130.2 74.1 82.9 107.0 77.7 83.1 92.6<br />

Banks and short term loans 20.3 12.9 30.4 27.1 24.6 13.9 8.9 99.7 67.4 25.1<br />

Other short-term debts 137.2 135.5 112.5 102.3 93.5 73.1 78.5 87.6 98.3 96.0<br />

TOTAL LIABILITIES 889.2 721.9 489.1 497.5 390.9 347.6 362.6 409.0 401.0 355.6<br />

*<br />

With effect from 2003 equity before appropriation of profit.<br />

Group capital/total capital 42% 43% 49% 37% 38% 47% 42% 32% 35% 37%<br />

Acquisitions /(de)consolidations<br />

Investments in tangible and intangible fixed<br />

88.1 175.1 – 63.0 40.8 29.2 0.3 1.4 23.6 14.8 34.6<br />

assets 48.0 62.9 43.0 26.2 12.0 16.9 17.0 28.5 29.5 33.7<br />

Depreciation and amortisation 42.3 32.7 23.1 19.3 19.2 19.6 24.0 26.0 25.2 30.1<br />

Number of staff years at year-end 4,437 4,020 3,532 3,578 3,634 3,245 3,278 3,625 3,585 3,970<br />

Number of shares outstanding at year-end<br />

(x 1,000) 23,967 23,556 21,063 20,784 20,472 20,096 19,192 18,872 18,872 18,092<br />

Net earnings per € 2.50 share 2.18 2.04 3.66 1.48 1.17 1.03 1.63 – 0.31 1.30 1.20<br />

Cash earnings per share 2.68 2.04<br />

Dividend per share in euro 0.85 0.80 0.70 0.60 0.50 0.43 0.40 0.13 0.52 0.48<br />

Closing price in euro 16.05 21.27 23.21 21.50 13.55 9.02 6.25 6.50 8.23 9.38<br />

Royal Ten Cate Annual Report <strong>2008</strong> 141


OPERATING COMPANIES, ASSOCIATED<br />

COMPANIES AND OTHER INTERESTS<br />

as at 31 December <strong>2008</strong><br />

ADVANCED TEXTILES & COMPOSITES<br />

Ten Cate Advanced Textiles bv Nijverdal, Netherlands<br />

Group activities of the <strong>TenCate</strong> Advanced Textiles group in the Netherlands<br />

Ten Cate Protect bv Nijverdal, Netherlands<br />

Ten Cate Protective Fabrics USA inc Union City, Georgia, USA<br />

Fabrics for protective clothing and professional wear<br />

Ten Cate Technical Fabrics bv Nijverdal, Netherlands<br />

Fabrics for outdoor applications<br />

Ten Cate Advanced Spinning bv Nijverdal, Netherlands<br />

Specialist yarns and fabrics for protective clothing and outdoor applications<br />

Ten Cate – Union Protective Fabrics Asia ltd Bangkok, Thailand<br />

(50.65%) (from 16 August <strong>2008</strong>)<br />

Fabrics for protective clothing<br />

Ten Cate Permess Interlinings Hong Kong ltd Hong Kong, China<br />

Ten Cate Permess (Wuxi) Advanced Textiles co ltd<br />

Production and sale of interlinings<br />

Xishan, China<br />

Ten Cate Advanced Composites bv Nijverdal, Netherlands<br />

Advanced composites for the aircraft industry and antiballistic applications<br />

Ten Cate Advanced Armour S.A.S. Vienne, France<br />

Ten Cate Advanced Armour Danmark A/S Vissenbjerg, Denmark<br />

Advanced ceramics and composites for antiballistic applications<br />

Ten Cate Advanced Composites USA inc Morgan Hill, California, USA<br />

Phoenixx TPC inc Taunton, Massachusetts, USA<br />

Advanced composites for aerospace and industrial applications<br />

Composix Co. (from 30 January <strong>2008</strong>) Newark, Ohio, USA<br />

Advanced composites for vehicle armour<br />

YLA inc (from 12 March <strong>2008</strong>) Benicia, California, USA<br />

CCS Composites inc (from 12 March <strong>2008</strong>) Benicia, California, USA<br />

Advanced composites for aerospace and industrial applications<br />

GEOSYNTHETICS & GRASS<br />

Ten Cate Geosynthetics North America inc Atlanta, Georgia, USA<br />

Ten Cate Geosynthetics Austria GmbH Linz, Austria<br />

Ten Cate Geosynthetics France S.A.S. Bezons, France<br />

Ten Cate Geosynthetics Netherlands bv Almelo, Netherlands<br />

Ten Cate Geosynthetics Asia sdn bhd Kuala Lumpur, Malaysia<br />

<strong>TenCate</strong> Industrial Zhuhai co ltd Zhuhai, China<br />

Geofabrics Australasia pty ltd (50%)<br />

Geosynthetics and industrial fabrics<br />

Cheltenham, Australia<br />

Ten Cate Geosynthetics sdn bhd (Malaysia) Kuala Lumpur, Malaysia<br />

Ten Cate Geosynthetics (Thailand) ltd Bangkok, Thailand<br />

Ten Cate Geosynthetics pte ltd Singapore<br />

Ten Cate Geosynthetics Italia srl Lazzata, Italy<br />

Ten Cate Geosynthetics (UK) ltd Telford, United Kingdom<br />

Ten Cate Geosynthetics sl Madrid, Spain<br />

Ten Cate Geosynthetics Schweiz AG Zürich, Switzerland<br />

Ten Cate Deutschland GmbH Dietzenbach, Germany<br />

Ten Cate Geosynthetics Polska Spzoo Krakow, Poland<br />

Ten Cate Geosynthetics CZ sro Prague, Czech Republic<br />

Ten Cate Geosynthetics Rumania<br />

Sales offi ces<br />

Bucharest, Romania<br />

Ten Cate Thiolon bv Nijverdal, Netherlands<br />

Ten Cate Thiolon North America inc Dayton, Tennessee, USA<br />

Ten Cate Thiolon Middle East (49%) 1) Synthetic turf components and systems<br />

Dubai, UAE<br />

Ten Cate Thiobac bv Nijverdal, Netherlands<br />

Backing for synthetic turf systems<br />

Edel Grass bv (50%) (from 14 May <strong>2008</strong>) Genemuiden, Netherlands<br />

Marketing and installation of synthetic turf systems<br />

TECHNOLOGIES<br />

Xennia Technology ltd (75%) Letchworth, United Kingdom<br />

(from 14 March <strong>2008</strong>)<br />

Specialist inkjet technology for industrial applications<br />

1) Due to legislation in Dubai, 51% is held by a local partner.<br />

Royal Ten Cate has 100% economic ownership.


TECHNICAL COMPONENTS<br />

Ten Cate Enbi International bv Beek, Netherlands<br />

<strong>TenCate</strong> Enbi group holding company<br />

Ten Cate Enbi GmbH Opladen, Germany<br />

Ten Cate Enbi Kft Rétság, Hungary<br />

Ten Cate Enbi inc Shelbyville, Indiana, USA<br />

Ten Cate Enbi pte ltd Singapore<br />

Ten Cate Enbi Zhuhai co ltd Zhuhai, China<br />

Technical rollers and components for printers, copiers, fax machines, postal<br />

sorting machines, automated teller machines, insulation and heating systems<br />

OTHERS<br />

Ten Cate Assurantiën bv Almelo, Netherlands<br />

Insurance<br />

Ten Cate Nederland bv Almelo, Netherlands<br />

Royal Ten Cate USA inc Atlanta, Georgia, USA<br />

Ten Cate UK ltd London, United Kingdom<br />

Ten Cate France S.A.S. Paris, France<br />

Ten Cate Deutschland GmbH Opladen, Germany<br />

Ten Cate Danmark A/S Copenhagen, Denmark<br />

Royal Ten Cate Pacifi c ltd Hong Kong, China<br />

Royal Ten Cate China Holding ltd<br />

Country holding companies<br />

Hong Kong, China<br />

Ten Cate Finance AG Schaffhausen, Switzerland<br />

Financing company<br />

The operating companies listed here are consolidated in the financial statements, with the exception<br />

of the companies shown as non-consolidated. Some interests of minor relevance to the overall<br />

picture have been omitted from the list, in accordance with article 379, paragraph 3, Book 2<br />

of the Netherlands Civil Code. The companies are wholly owned unless stated otherwise.<br />

NON-CONSOLIDATED COMPANIES<br />

GreenFields bv (20%) Kampen, Netherlands<br />

Marketing organisation for synthetic turf systems<br />

Landscape Solutions bv (20%) Goirle, Netherlands<br />

Synthetic turf for landscaping<br />

Performance Fabrics and Fibers LLC (16%) Andrews,<br />

(from 16 January <strong>2008</strong>)<br />

Non-wovens for industrial applications<br />

South Carolina, USA<br />

Royal Ten Cate Annual Report <strong>2008</strong>


Colophon<br />

Text<br />

Royal Ten Cate<br />

Translation<br />

VVH business translations, Utrecht (NL)<br />

Concept and realisation<br />

C&F Report Amsterdam B.V.<br />

Photography<br />

Picture Report, Amsterdam<br />

Haverkort fotografie, Enschede<br />

Royal Ten Cate<br />

Operating companies, associated companies and other interests<br />

Number of copies printed<br />

3,000


Royal Ten Cate<br />

investor relations & corporate development<br />

F.R. Spaan, director<br />

royal@tencate.com<br />

Stationsstraat 11<br />

7607 GX Almelo, The Netherlands<br />

P.O. Box 58<br />

7600 GD Almelo, The Netherlands<br />

Telephone +31 (0)546 544 338<br />

Fax +31 (0)546 824 655<br />

www.tencate.com

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