Printable PDF - Tessenderlo Group
Printable PDF - Tessenderlo Group
Printable PDF - Tessenderlo Group
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
A N N U A L<br />
R E P O R T 2 0 0 3<br />
T e s s e n d e r l o<br />
G r o u p<br />
FINANCIAL CALENDAR<br />
<strong>Tessenderlo</strong> <strong>Group</strong> publishes quarterly releases of its consolidated results through the<br />
press. The dates of future releases will be the following:<br />
• results on 31 December 2003 March 11th, 2004<br />
• results 1st quarter 2004 April 29th, 2004<br />
• results of the first half-year 2004 September 9th, 2004<br />
• results 3rd quarter 2004 November 9th, 2004<br />
General Meeting<br />
approving the financial statements 2003 June 1st, 2004<br />
General Meeting<br />
approving the financial statements 2004 June 7th, 2005<br />
Payment dividend 2003 June 4th, 2004<br />
Press releases: see our website www.tessenderlogroup.com under Corporate – ‘News’<br />
and ‘Investor Relations’.<br />
Contacts:<br />
Shareholders’ service<br />
Jos CNOPS<br />
Tel.: +32 2 639 18 71<br />
e-mail: jos.cnops@tessenderlo.com<br />
Financial Director<br />
Christian VREBOSCH<br />
Tel.: +32 2 639 18 87<br />
e-mail: christian.vrebosch@tessenderlo.com<br />
Press relations<br />
Geert DUSAR<br />
Tel: +32 2 639 17 75<br />
e-mail: geert.dusar@tessenderlo.com
SYNTHETIC<br />
CONSOLIDATED<br />
BALANCE SHEET<br />
(thousands EUR) 2003 % 2002 %<br />
Intangible assets<br />
Consolidation<br />
73 225 82 318<br />
difference 45 011 21 542<br />
Tangible assets 647 903 635 737<br />
Financial assets 19 259 20 422<br />
Fixed assets 785 398 49 760 019 47<br />
Inventories 297 939 306 061<br />
Receivables<br />
Treasury investments<br />
457 453 487 968<br />
and cash 47 902 48 225<br />
Current assets 803 294 51 842 254 53<br />
Assets 1 588 692 100 1 602 273 100<br />
Paid-in capital 165 602 162 753<br />
Revenu reserves 601 124 588 134<br />
Translation difference -10 384 7 053<br />
Minority interests 402 14 326<br />
Equity<br />
Provisions and<br />
756 744 48 772 266 48<br />
deferred taxes<br />
Financial liabilities<br />
114 779 120 595<br />
– Long term 116 196 163 252<br />
– Short-term<br />
Accounts payable &<br />
271 010 188 251<br />
liabilities 329 963 357 909<br />
Liabilities 831 948 52 830 007 52<br />
Equity and Liabilities 1 588 692 100 1 602 273 100<br />
SYNTHETIC<br />
CONSOLIDATED<br />
P&L ACCOUNT<br />
(thousands EUR) 2003 2002<br />
Operating income<br />
Raw materials,<br />
consumable &<br />
1 985 382 1 961 518<br />
goods for resale 928 503 861 685<br />
Services and other goods<br />
Remuneration's, social<br />
443 078 452 889<br />
security costs and pensions 369 961 363 279<br />
Depreciation 134 628 135 973<br />
Other operating charges 27 028 32 821<br />
Operating charges 1 903 198 1 846 647<br />
Operating profit<br />
Financial charges<br />
82 184 114 871<br />
and income<br />
Share in earnings of<br />
companies valued<br />
according to equity<br />
-14 220 -15 860<br />
method<br />
Consolidated profit<br />
on ordinary activities<br />
4 975 5 396<br />
before income taxes 72 939 104 407<br />
Extraordinary result<br />
Profit before income<br />
8 703 -1 365<br />
taxes 81 642 103 042<br />
Income taxes<br />
Consolidated net<br />
-38 200 -27 874<br />
profit 43 442 75 168<br />
Minority interests - 16 4 530<br />
Consolidated net<br />
profit of the group 43 458 70 638<br />
TESSENDERLO GROUP IN A FEW FIGURES<br />
OVER 10 YEARS<br />
millions EUR 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994<br />
Turnover 1 972 1 934 1 890 1 818 1 571 1 563 1 525 1 274 1 185 1 067<br />
Operating profit 82 115 109 135 102 125 125 97 109 91<br />
Net profit 43 71 65 90 70 82 81 64 77 49<br />
Net cash flow 162 207 168 211 180 187 190 149 178 153<br />
Operating cash flow (Ebitda) 204 259 230 251 213 233 233 183 206 177<br />
Ebitda/Turnover (%) 10.3 13.4 12.2 13.8 13.6 14.9 15.3 14.3 17.4 16.5<br />
Cash flow/Turnover (%) 8.20 10.69 8.89 11.60 11.45 11.96 12.46 11.70 15.03 14.37<br />
Net profit/ Turnover 2.20 3.65 3.44 4.97 4.43 5.22 5.37 4.99 6.49 4.55<br />
Return on equity (%) (1) 5.74 9.50 9.16 13.26 10.50 12.86 13.92 12.12 16.30 11.60<br />
Roce (operating profit/EV) (%) 9.4 12.5 12.0 15.6 12.6 16.9 18.4 16.8 20.6 18.0<br />
Enterprise Value (EV) (2) 1 095 1 061 1 177 1 038 938 796 676 600 542 490<br />
Working capital 166 263 254 274 255 235 261 182 205 198<br />
Capital expenditure (tangible) 119 110 133 137 133 147 152 119 80 46<br />
Dividend paid 30.7 30.6 30.5 30.3 26.8 26.6 25.8 23.8 20.8 18.8<br />
Net financial debt<br />
Net financial debt/<br />
339 303 341 242 209 123 57 49 37 50<br />
Equity ratio (Gearing) (%) 44.84 39.27 41.00 30.00 28.00 18.00 9.00 9.00 7.00 11.00<br />
Net financial debt/EV 30.96 28.20 28.68 23.11 22.12 15.32 8.36 8.17 6.83 10.20<br />
Interest coverage (3) 5 8 5 7 9 11 11 10 10 9<br />
Pay out ratio (%) 71 43 47 34 38 32 32 37 27 38<br />
Non-current assets 785 760 773 703 664 615 545 489 422 375<br />
Current assets 803 842 942 829 727 599 636 560 488 418<br />
Shareholders' equity 756 (4) 758 836 796 729 673 619 551 505 440<br />
Minority interest 0 14 12 8 7 5 2 1 0 0<br />
Provisions 115 121 106 109 109 108 126 92 98 70<br />
Net financial debt LT 116 163 76 68 78 67 61 28 26 64<br />
Net financial debt ST 271 188 316 212 166 92 84 92 67 25<br />
Non financial debts 330 358 369 339 302 270 289 284 215 194<br />
Total balance sheet 1 589 1 602 1 715 1 532 1 391 1 215 1 181 1 049 910 793<br />
Headcount 8 223 7 934 7 849 7 087 6 847 6 667 6 055 5 309 4 981 4 930<br />
1. ROE = Net profit/ Average shareholders' equity<br />
2. Enterprise value (EV) = Net financial debt + Equity<br />
3. Net income+Income taxes+Interest charges/Interest charges<br />
4. Cancellation of capital reserve for own shares: 106,4 in 2002
Per activity sector<br />
27% ■ Inorganic Chemicals<br />
27% ■ Plastics Converting<br />
17% ■ PVC & Compounds<br />
16% ■ Natural Organic<br />
Products<br />
13% ■ Fine Chemicals<br />
(% – millions EUR)<br />
■ Fine Chemicals<br />
■ Natural Organic Products<br />
■ PVC & Compounds<br />
■ Plastics Converting<br />
■ Inorganic Chemicals<br />
DISTRIBUTION OF THE CONSOLIDATED<br />
SALES 2003<br />
Per country of production<br />
37% ■ Belgium<br />
25% ■ France<br />
14% ■ Great Britain<br />
9% ■ USA<br />
6% ■ The Netherlands<br />
5% ■ Italy<br />
4% ■ Other<br />
Distribution of the consolidated sales 2003<br />
2000<br />
1800<br />
1600<br />
1400<br />
1200<br />
1000<br />
800<br />
600<br />
400<br />
200<br />
Per consumption market<br />
34% ■ Building industry & Public<br />
works<br />
31% ■ Fertilisers & Animal<br />
Nutrition<br />
14% ■ Health & Hygiene<br />
13% ■ Industry<br />
8% ■ Household<br />
Per destination<br />
26% ■ France<br />
15% ■ Great Britain<br />
8% ■ Germany<br />
8% ■ The Netherlands<br />
7% ■ Belgium<br />
4% ■ Italy<br />
7% ■ Other EU<br />
5% ■ Other European countries<br />
10% ■ USA<br />
10% ■ Other<br />
13%<br />
16%<br />
17%<br />
27%<br />
27%<br />
0<br />
94 95 96 97 98 99 00 01 02 03<br />
KEY FIGURES PER SHARE<br />
2003 2002 2001<br />
(in units) EUR EUR EUR<br />
Net profit per share (EPS) 1.60 2.62 2.41<br />
Net cash flow per share 5.96 7.66 6.25<br />
Shareholders' equity per share 27.93 27.57 26.39<br />
Net dividend per normal share 0.85 0.85 0.85<br />
Number of shares 27,113,352 26,975,013 29,347,124<br />
Inorganic Chemicals<br />
(millions EUR) 2003 2002<br />
Turnover 534 611<br />
Ebitda 39 71<br />
Tangible investments 18 20<br />
Headcount 1,816 2,005<br />
PVC & Compounds<br />
(millions EUR) 2003 2002<br />
Turnover 341 298<br />
Ebitda -2 15<br />
Tangible investments 19 15<br />
Headcount 796 748<br />
KEY FIGURES PER DIVISION<br />
Fine Chemicals<br />
(millions EUR) 2003 2002<br />
Turnover 261 264<br />
Ebitda 22 34<br />
Tangible investments 21 14<br />
Headcount 997 1,067<br />
Plastics Converting<br />
(millions EUR) 2003 2002<br />
Turnover 523 500<br />
Ebitda 88 86<br />
Tangible investments 36 29<br />
Headcount 2,761 2,567<br />
Natural Organic Products<br />
(millions EUR) 2003 2002<br />
Turnover 313 261<br />
Ebitda 57 53<br />
Tangible investments 25 32<br />
Headcount 1,853 1,547<br />
<strong>Tessenderlo</strong> <strong>Group</strong> is a diversified Belgian group internationally active in several<br />
branches of the chemical industry and plastics conversion. Its activities are based<br />
on a know-how established in the production and valorisation of hydrochloric<br />
acid and chlorine. At the beginning of 2004 the group had around 8,300<br />
employees, distributed over 115 establishments in 22 countries.<br />
In 2003, the group achieved a consolidated turnover of 1,972 million EUR. The<br />
net profit amounted to 43.5 million EUR, the net profit per share 1.60 EUR.<br />
As in 2000, 2001 and 2002, the net dividend per share was set at 0.85 EUR.<br />
Leadership<br />
In a number of markets <strong>Tessenderlo</strong> <strong>Group</strong> occupies a leading position. Thus, at<br />
the world level the group is:<br />
– the largest producer of hydrochloric acid, liquid sulphur-containing fertilisers,<br />
sodium hydrosulphide and of benzyl alcohol, benzyl acetate, benzyl chloride,<br />
phenylacetic acid and its salts;<br />
– the second largest supplier of phosphates for animal feed and of potassium<br />
sulphate for specialised fertilisers;<br />
– the third largest manufacturer of high-quality gelatins.<br />
At the European level, <strong>Tessenderlo</strong> <strong>Group</strong> is:<br />
– the largest producer of glycine;<br />
– the number two for caustic potash;<br />
– the fifth largest manufacturer of compounds;<br />
– the sixth largest supplier of PVC.<br />
Recent acquisitions<br />
TESSENDERLO GROUP AT A GLANCE<br />
2001<br />
• acquisition of Acordis Fine Chemicals in Leek (UK) and Atofina’s chlorotoluenes<br />
business in Widnes (UK).<br />
• acquistion of John Davidson Pipes, a major distributor of plastic pipes and<br />
fittings in Great Britain.<br />
2002<br />
• acquisition of the French compounder Saplast.<br />
2003<br />
• <strong>Tessenderlo</strong> <strong>Group</strong> takes over a gelatin production plant in the USA (Davenport)<br />
and in Argentina (Santa Fe) (April 2003);<br />
• the group acquires the remaining shares in its Chinese manufacturing unit Taile<br />
(July 2003) and in Fairbrook plc. (UK) (April 2003) and becomes their sole<br />
shareholder.
2000<br />
1500<br />
1000<br />
500<br />
0<br />
100<br />
80<br />
60<br />
40<br />
20<br />
0<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
Turnover<br />
(millions EUR)<br />
Net consolidated earnings<br />
(millions EUR)<br />
Consolidated cash flow<br />
(millions EUR)<br />
1972<br />
94 95 96 97 98 99 00 01 02 03<br />
43<br />
94 95 96 97 98 99 00 01 02 03<br />
162<br />
94 95 96 97 98 99 00 01 02 03<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
8<br />
6<br />
4<br />
Ebitda<br />
(millions EUR)<br />
Earnings/turnover<br />
(%)<br />
2<br />
0<br />
0<br />
204<br />
94 95 96 97 98 99 00 01 02 03<br />
94 95 96 97 98 99 00 01 02 03<br />
Net financial debt/<br />
cash flow<br />
3<br />
2<br />
1<br />
2.2<br />
2.13<br />
94 95 96 97 98 99 00 01 02 03<br />
0.7<br />
0.6<br />
0.5<br />
0.4<br />
0.3<br />
0.2<br />
0.1<br />
0.0<br />
30<br />
24<br />
18<br />
12<br />
6<br />
0<br />
6<br />
4<br />
2<br />
0<br />
Enterprise<br />
Value/turnover<br />
94 95 96 97 98 99 00 01 02 03<br />
Enterprise Value/<br />
net profit<br />
Enterprise Value/ebitda<br />
0.56<br />
25.02<br />
94 95 96 97 98 99 00 01 02 03<br />
5.4<br />
94 95 96 97 98 99 00 01 02 03<br />
1000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
28<br />
21<br />
14<br />
7<br />
0<br />
756<br />
94 95 96 97 98 99 00 01 02 03<br />
Net financial debt/<br />
Enterprise Value<br />
(%)<br />
35<br />
40<br />
30<br />
20<br />
10<br />
0<br />
TESSENDERLO GROUP IN A FEW CHARTS<br />
<strong>Group</strong> shareholders' equity<br />
(millions EUR)<br />
31<br />
94 95 96 97 98 99 00 01 02 03<br />
Net financial debt/<br />
equity ratio<br />
(%)<br />
50<br />
44.84<br />
94 95 96 97 98 99 00 01 02 03<br />
20<br />
16<br />
12<br />
8<br />
4<br />
0<br />
12<br />
9<br />
6<br />
3<br />
0<br />
0.8<br />
0.6<br />
0.4<br />
0.2<br />
0.0<br />
Return on equity<br />
(%)<br />
5.7<br />
94 95 96 97 98 99 00 01 02 03<br />
Interest coverage<br />
5.7<br />
94 95 96 97 98 99 00 01 02 03<br />
Evolution of the net<br />
dividend per share<br />
(EUR)<br />
1.0<br />
0.85<br />
94 95 96 97 98 99 00 01 02 03<br />
THE GROUPS’ STRATEGY AND ASSETS<br />
For years <strong>Tessenderlo</strong> <strong>Group</strong> has been pursuing a logical strategy<br />
that can be summarised as folllows:<br />
– striving throughout the world for a leading position in niche markets;<br />
– implementing acquisitions with a high added value, more specially within<br />
the Fine Chemicals and Plastics Converting divisions;<br />
– pursuing a policy with minimal risk;<br />
– generating an optimal yield with the resources furnished by the<br />
shareholders;<br />
– devoting constant attention to cost savings;<br />
– seeking a high return on the share capital.<br />
On the basis of this strategy, <strong>Tessenderlo</strong> <strong>Group</strong> wants to achieve the<br />
following objectives:<br />
– devoting maximum attention to the environment and the safety and health<br />
of each individual – both inside and outside the company;<br />
– offering customers quality products and outstanding service;<br />
– creating a working environment in which teamwork plays a central role,<br />
and which stimulates the personal development of the employees;<br />
– achieving steady profit growth in order to further strengthen the confidence<br />
of the shareholders.<br />
In recent years, this strategy has born fruit, in part thanks to a<br />
number of advantages <strong>Tessenderlo</strong> <strong>Group</strong> possesses:<br />
– the world leadership – and at least the European leadership – for the vast<br />
majority of its diversified product range, primarily in niche markets;<br />
– the industrial integration of the various production processes. Focus on<br />
valorisation of by-products. This generates considerable cost savings;<br />
– the emphasis that is placed on specialities (60% of turnover), where the<br />
market is less cyclical;<br />
– the orientation towards products with a high added value;<br />
– the importance of exports. +90% of the group’s production is consumed<br />
outside Belgium;<br />
– the sound financial situation;<br />
– annual investments of 130 million EUR on average;<br />
– the dedication of experienced and highly qualified employees.
Financial calendar cover<br />
<strong>Tessenderlo</strong> <strong>Group</strong> at a glance leaflet<br />
Key figures leaflet<br />
Strategy and assets leaflet<br />
Recent acquisitions leaflet<br />
Message from the chairman page 4<br />
Management, control and leadership page 7<br />
International presence page 8<br />
<strong>Tessenderlo</strong> Chemie share and Investor Relations page 12<br />
Markets and Applications page 20<br />
Activity report per division<br />
• Inorganic Chemicals page 22<br />
• Fine Chemicals page 30<br />
• PVC & Compounds page 34<br />
• Plastics Converting page 40<br />
• Natural Organic Products page 46<br />
Human Resources page 54<br />
Environment and Safety page 56<br />
Research and Development page 66<br />
Corporate Governance page 72<br />
Chart of the group page 78<br />
Annual accounts 2003<br />
– consolidated page 82<br />
– NV page 110<br />
General information<br />
– addresses page 118<br />
– index page 126<br />
SUMMARY<br />
1
Dyka Polska<br />
Jelcz-Laskowice<br />
POLAND<br />
The Plastics Converting division primarily<br />
produces PVC window profiles and plastic pipes<br />
systems. Besides consolidating its existing<br />
positions, the division also wishes to boost its<br />
presence in emerging markets, primarily in<br />
Eastern Europe.<br />
1
4<br />
Dear Madam, dear Sir,<br />
MESSAGE FROM THE CHAIRMAN<br />
2003 was without doubt our group’s worst year for a long time. In addition to a particularly<br />
difficult environment for chemicals in general, some of our major products<br />
were also faced with specific problems.<br />
The group’s turnover totalled 1,972 million EUR, up 2% on the previous year. Lower<br />
prices in the Inorganic Chemicals and the PVC divisions, on top of a weak dollar had a<br />
negative impact on turnover. This was offset by the incorporation of the acquisitions<br />
of the two new gelatin units.<br />
Net profit decreased by 38.5%, largely due to the decline in animal feed phosphates<br />
prices and a further deterioration in PVC margins.<br />
The markets in which the Inorganic Chemicals division is involved were fairly gloomy<br />
in 2003. The increased supply of animal feed phosphates, together with a tail-off in<br />
demand in Europe, resulted in prices plummeting. This had a significant negative<br />
impact on the results.<br />
Caustic soda prices in Europe remained lower than global prices, despite balanced<br />
supply and demand. This continued to weigh on results in the electrolysis business<br />
unit.<br />
The market in sulphates for fertilisers remained stable, so partially offsetting the negative<br />
effect of the fall in the dollar and high freight levels.<br />
The only positive trend was that for ferric chloride in Europe and liquid sulphur-containing<br />
fertilisers in the US.<br />
PVC and VCM prices fluctuated considerably in 2003. Although prices returned to<br />
reasonable levels in the early part of the year, they fell back sharply in the second<br />
quarter. The summer saw sound volumes as a result of companies involved in converting<br />
replenishing stocks, and prices gradually improved in the fourth quarter. Since raw<br />
material prices remained high throughout the year, margins fell significantly compared<br />
to the previous year. As a result, 2003 was the third disappointing year in a row for<br />
PVC.<br />
In Fine Chemicals, toluene derivatives suffered as a result of competition from Asia,<br />
exacerbated by the weak dollar. In a rather subdued market, this competitive pressure<br />
meant it was not possible to pass on persisting high raw material prices. This division<br />
also had a role to play in the deterioration in results, but to a lesser extent than the<br />
other divisions already referred to.<br />
Gérard Marchand<br />
Chairman
‘Despite a difficult year, some important decisions for the group’s future<br />
development have been taken in 2003.’<br />
Gelatin business improved markedly, due to the sound performance by our European units and the very positive<br />
contribution from the two American production units in their very first year in the group. This offset a decline<br />
in the by-products of animal origin business, which was hampered by the introduction of new regulations.<br />
The Plastics Converting division continued to perform well, so making the most positive contribution to the<br />
group’s results.<br />
Pipe systems business expanded through the distribution network in Great Britain, and in Poland. Most of the<br />
expansion in profiles occurred in Great Britain. We are continuing our efforts to boost profitability at our US<br />
production unit.<br />
We significantly enhanced our position on the gelatin market in 2003, with the acquisition of two new<br />
plants, one in the US and the other in Argentina. We are the world’s third largest gelatin manufacturer, and<br />
now have a diversified geographic presence. We also acquired the minority interests in our two subsidiaries,<br />
Fairbrook (Plastics Converting) in Great Britain and Taile (Fine Chemicals) in China, bringing our stake to<br />
100%.<br />
Considering these sizeable investments, the group’s debt only increased moderately. This confirmed its capacity<br />
to generate cash flows, after deduction of recurrent investments, even in a very difficult year.<br />
In the latter part of the year, we obtained the environmental permit for the new electrolysis unit at<br />
<strong>Tessenderlo</strong>, which will enable us to begin this very significant investment.<br />
In accordance with its dividend policy, and in spite of the decline in profit, the Board of Directors will submit a<br />
proposal to the Annual General Meeting to keep the net dividend at 0.85 EUR per ordinary share.<br />
The Board would like to thank the 8,244 staff at all levels for their efforts on the group’s behalf.<br />
5
6<br />
Matteusz Dubinski<br />
Christian Vrebosch<br />
Philippe Pôlet<br />
Adrien Carton de Wiart Eddy Vandenbriele<br />
Jozef Housen Gérard Marchand David Poynton
1. Board of Directors<br />
MANAGEMENT, CONTROL AND LEADERSHIP<br />
Chairman Gérard Marchand<br />
Directors Pierre-Louis Boutonnat<br />
Pierre-François Couture<br />
Claude Niedergang<br />
Valère Croes<br />
Paul de Meester<br />
Bernard Pache<br />
Thierry Piessevaux<br />
Karel Pinxten<br />
Marc Lambrechts († August 2003)<br />
Statutory Auditor<br />
KPMG Klynveld Peat Marwick Goerdeler<br />
Reviseurs d'Entreprises/<br />
Bedrijfsrevisoren<br />
Permanent representative L. Ruysen<br />
2. General management of <strong>Tessenderlo</strong> <strong>Group</strong><br />
(on 31 December 2003)<br />
Chairman of the Management Committee: Gérard Marchand<br />
Member of the Management Committee: Matteusz Dubinski<br />
Inorganic Chemicals division<br />
Member of the Management Committee: Jozef Housen<br />
Natural Organic Products division<br />
Member of the Management Committee: Philippe Pôlet<br />
PVC and Plastics Converting divisions<br />
Member of the Management Committee: David Poynton*<br />
Fine Chemicals division<br />
Secretary General: Adrien Carton de Wiart<br />
Director IT, Organisation Development<br />
and Human Resources: Eddy Vandenbriele<br />
Financial Director: Christian Vrebosch<br />
* Pierre Ducuroir till 31.3.2003<br />
7
8<br />
CANADA 2<br />
UNITED STATES 16<br />
Production units: 69<br />
Sales offices in:<br />
Argentina<br />
Belgium<br />
Chile<br />
Czech Republic<br />
Denmark<br />
France<br />
Germany<br />
Great Britain<br />
Hungary<br />
Italy<br />
Lebanon<br />
Mexico<br />
Netherlands<br />
Peru<br />
Poland<br />
Spain<br />
Switzerland<br />
Turkey<br />
USA<br />
INTERNATIONAL PRESENCE<br />
ARGENTINA 1<br />
BRAZIL 2
GREAT BRITAIN 7<br />
BELGIUM 7<br />
FRANCE 23<br />
NETHERLANDS 4<br />
GERMANY 1<br />
POLAND 2<br />
ITALY 3<br />
CHINA 1<br />
9
Thermoplastiques<br />
Cousin-Tessier<br />
Tiffauges<br />
FRANCE<br />
The French plant Cousin-Tessier produces thermoplastic<br />
elastomers and PVC compounds for cables,<br />
shoe soles and the automotive industry.<br />
<strong>Tessenderlo</strong> <strong>Group</strong> is the fifth largest producer of<br />
PVC compounds in Europe.<br />
2
12<br />
<strong>Tessenderlo</strong> Chemie shares<br />
TESSENDERLO CHEMIE SHARE AND<br />
INVESTOR RELATIONS<br />
<strong>Tessenderlo</strong> Chemie shares have been listed on the Brussels Stock Exchange since<br />
17 August 1937. They are traded on the continuous market and are part of the<br />
‘Next 150’ and ‘NextPrime’ indices.<br />
On 31 December 2003, <strong>Tessenderlo</strong> Chemie NV’s capital was represented by<br />
27,113,352 shares without indication of nominal value (5,226,551 of which with<br />
VVPR strips). Bearer shares are issued in denominations of 1, 10, 50 and 100. At the<br />
end of 2003, 12,360,012 registered shares, including shares held by staff, were<br />
entered in the share register.<br />
<strong>Tessenderlo</strong> Chemie’s market capitalisation had increased to EUR 757,818,188 at the<br />
end of December 2003. The ‘velocity’ (the number of shares traded over twelve<br />
months compared with the total number of shares) within the Next 150 segment was<br />
23.07%, and the adjusted velocity within the BEL20 index was 43.17%.<br />
The liquidity contract that guarantees support for trading in the shares and their<br />
negotiability is in its third year.<br />
<strong>Tessenderlo</strong> Chemie shares are also represented on the American market, in the form<br />
of American Depository Receipts (ADR). Five ADR’s are equivalent to one <strong>Tessenderlo</strong><br />
Chemie share.<br />
In the past year, the ordinary share price fluctuated between 24.13 EUR and<br />
29.50 EUR. The closing price on 31 December 2003 was 27.95 EUR.<br />
Beginning of 2004 <strong>Tessenderlo</strong> Chemie NV has been selected for inclusion in the<br />
Kempen SNS Smaller European SRI Index. Membership is available to those companies<br />
that demonstrate defined standards and practise in the three areas of business ethics,<br />
human resources and the environment.
Stock market capitalisation<br />
(millions EUR)<br />
2000<br />
1500<br />
1000<br />
500<br />
0<br />
94 95 96 97 98 99 00 01 02 03<br />
Turnover<br />
Stock market capitalisation<br />
Shareholders' equity<br />
Stock exchange data (consolidated accounts) on December 31<br />
1999 2000 2001 2002 2003<br />
Capital (millions EUR) 128.90 130.14 131 132 133<br />
Number of shares 29,137,316 29,232,548 29,347,124 26,975,013 27,113,352<br />
Own shares 1,178,454 2,473,639 2,473,639 0 0<br />
Farthest prices<br />
Fixed ordinary share 38.50 / 52.85 29.75 / 55.45 20.55 / 32.20 23.00 / 35.00 24.13 / 29.5<br />
Closing price<br />
Market continuous 51.50 31.65 26.60 28.6 27.95<br />
Average daily volume 27,400 23,845 17,556 24,097 24,120<br />
Data per share*<br />
Value of shareholders' equity 23.68 25.49 26.39 27.57 27.93<br />
Consolidated net profit 2.49 3.38 2.41 2.62 1.6<br />
Net Cash flow 6.44 7.88 6.25 7.66 5.96<br />
Net dividend per ordinary share 0.72 0.85 0.85 0.85 0.85<br />
Capitalisation at the end of year 1,500.6 925.2 780.6 771.5 757.8<br />
* Without taking into account the own shares at the 31st december<br />
Net dividend per share<br />
(EUR)<br />
1.0<br />
0.8<br />
0.6<br />
0.4<br />
0.2<br />
0.0<br />
0.85<br />
94 95 96 97 98 99 00 01 02 03<br />
Gross dividend/net<br />
consolidated earnings (%)<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
71<br />
94 95 96 97 98 99 00 01 02 03<br />
13
14<br />
Capital structure<br />
The company did not receive any statements involving acquisitions or transfers<br />
exceeding the disclosure limit in the past financial year.<br />
A capital increase reserved for staff has been made every year since 1985. 138,339<br />
shares were subscribed in 2003. Taking account of the 414,312 registered shares<br />
recorded in the register, staff now comprises 1.52% of the total shareholder base.<br />
On 6 November 2003, the second block of a bond loan with warrants was issued<br />
for the group’s senior executives. This loan has a term of seven years, and is represented<br />
by 1,250 bonds of 25 EUR each, with 40 warrants attached. The interest rate<br />
is 4% per annum. Each warrant entitles the holder to purchase one share at the exercise<br />
price of 26.45 EUR.<br />
The options issued in the form of a debenture loan, which can be taken up by the<br />
group’s senior executives, currently represent less than 0.5% of the total shares in<br />
issue.<br />
Dividend<br />
On 1 June 2004, the Annual General Meeting will be requested to approve a proposed<br />
net dividend of 0.85 EUR. This corresponds to a gross dividend of 1.1333 EUR.<br />
The net dividend for coupons with VVPR strips attached will be 0.9633 EUR.<br />
The net dividend of EUR 0.85 means there is no change compared to the 2000, 2001<br />
and 2002 financial years.
Financial information and investor relations<br />
Providers of financial information publish information on <strong>Tessenderlo</strong> <strong>Group</strong> under the following codes:<br />
– Bloomberg: TESB BB<br />
– Reuters: TESBt.BR<br />
– Datastream: B:TES<br />
– TBM: 23IT081<br />
– SEDOL: 4-884-006<br />
– ALPHA: TES<br />
<strong>Tessenderlo</strong> <strong>Group</strong> has been publishing quarterly financial results for the past ten years. The publication<br />
dates for 2004 are given in the ‘Financial Calendar’ on the inside of the front cover. These details – along<br />
with exhaustive information on the group – are also available on the website www.tessenderlogroup.com. In<br />
addition the possibility is offered to subscribe to a mailing list to receive <strong>Tessenderlo</strong> <strong>Group</strong> press releases by<br />
e-mail.<br />
The half-yearly results are published in brochure form.<br />
The <strong>Tessenderlo</strong> Chemie share price can be viewed on the group’s website at www.tessenderlogroup.com<br />
(see Corporate – Investor Relations – Stock Information) and on the Euronext website at www.euronext.com.<br />
Analysts at the following financial institutions (listed in alphabetical order) monitor <strong>Tessenderlo</strong> <strong>Group</strong>’s performance:<br />
Bank Degroof, Bank de Maertelaere, Delta Lloyd Securities, Dexia Securities, Fortis Bank, HSBC<br />
Dewaay Bank, ING Financial Markets, KBC Securities, Petercam, Puilaetco and Rabo Securities.<br />
Every year, the financial managers – who are also responsible for investor relations – take part in a number of<br />
events for institutional and individual investors in Belgium and abroad. They are supported by the Corporate<br />
Communication department. Between the various ‘roadshows’ (in cities such as Amsterdam, Geneva,<br />
London, Milan, Paris and Zurich), meetings with analysts and company visits for analysts and investors are<br />
arranged. The purpose of all these initiatives is to boost investor awareness of the group.<br />
15
34<br />
32<br />
30<br />
28<br />
26<br />
24<br />
22<br />
20<br />
16<br />
The provisional calendar for 2004 is as follows:<br />
20 March 2004 Investor event – VFB – in Antwerp (B)<br />
27 March 2004 Share day – Cash – in Brussels (B)<br />
27 and 28 April 2004 Midcap Event in London<br />
15 May 2004 Financial brunch – Investa – Euronext – in Liège/Luik (B)<br />
8 and 9 July 2004 Europlace in Paris<br />
22 and 23 September 2004 Midnext in Paris<br />
19 and 20 November 2004 Actionaria in Paris<br />
Financial services<br />
Financial services in respect of <strong>Tessenderlo</strong> Chemie shares are provided by the<br />
following financial institutions: Bank Degroof, Deutsche Bank, Dexia, Fortis Bank,<br />
ING, KBC Bank and Petercam Beursvennootschap.<br />
<strong>Tessenderlo</strong> Chemie vs. European peers (rebased)<br />
31-12-2002<br />
14-01-2003<br />
28-01-2003<br />
11-02-2003<br />
25-02-2003<br />
11-03-2003<br />
25-03-2003<br />
08-04-2003<br />
22-04-2003<br />
06-05-2003<br />
20-05-2003<br />
03-06-2003<br />
17-06-2003<br />
01-07-2003<br />
15-07-2003<br />
29-07-2003<br />
12-08-2003<br />
26-08-2003<br />
09-09-2003<br />
23-09-2003<br />
07-10-2003<br />
21-10-2003<br />
04-11-2003<br />
18-11-2003<br />
02-12-2003<br />
16-12-2003<br />
30-12-2003<br />
<strong>Tessenderlo</strong> FTSE Chemicals DJ STOXX Chemicals
34<br />
32<br />
30<br />
28<br />
26<br />
24<br />
22<br />
20<br />
420<br />
340<br />
260<br />
180<br />
100<br />
20<br />
Evolution of the <strong>Tessenderlo</strong> Chemie share price<br />
31-12-2002<br />
14-01-2003<br />
28-01-2003<br />
11-02-2003<br />
25-02-2003<br />
11-03-2003<br />
25-03-2003<br />
08-04-2003<br />
22-04-2003<br />
06-05-2003<br />
20-05-2003<br />
03-06-2003<br />
17-06-2003<br />
01-07-2003<br />
15-07-2003<br />
29-07-2003<br />
12-08-2003<br />
26-08-2003<br />
09-09-2003<br />
23-09-2003<br />
07-10-2003<br />
21-10-2003<br />
04-11-2003<br />
18-11-2003<br />
02-12-2003<br />
16-12-2003<br />
30-12-2003<br />
06-01-2004<br />
Return with dividends reinvested (index = 100)<br />
94 95 96 97 98 99 00 01 02 03<br />
Source: Moneyline<br />
17
<strong>Tessenderlo</strong> Kerley<br />
Coffeyville plant<br />
UNITED STATES OF AMERICA<br />
<strong>Tessenderlo</strong> <strong>Group</strong> is, through its American subsidiary<br />
<strong>Tessenderlo</strong> Kerley, the largest producer of<br />
liquid sulphur-containing fertilisers worldwide.<br />
The group holds 55 percent of the American<br />
market for this type of high quality fertiliser.<br />
3
20<br />
<strong>Tessenderlo</strong> <strong>Group</strong>: Bringing Chemistry to Life<br />
MARKETS AND APPLICATIONS<br />
<strong>Tessenderlo</strong> <strong>Group</strong> manufactures a range of products, which form an integral part of<br />
our everyday lives – even though many consumers may not realise it. After all, behind<br />
the often complicated chemical names one finds substances which are used in countless<br />
applications, from animal feeds to antibiotics to the dashboards of cars. A little bit<br />
of <strong>Tessenderlo</strong> <strong>Group</strong> can also be found in chewing gum, perfumes, batteries, blood<br />
bags, washing powders and window profiles – to mention just a few examples.<br />
Below you will find an overview of the most important products and their applications.<br />
The latter can be grouped into five markets:<br />
Construction industry<br />
PVC & Compounds: pipe systems, door and window profiles,<br />
facade cladding, telecommunications, cable<br />
insulation, floor covering, conservatories<br />
Sodium sulphate and carbonate: glass<br />
Zeolites: double-glazing<br />
Agriculture<br />
Ammonium and potassium<br />
thiosulphate: liquid fertilisers for large-scale cultivation<br />
Caustic potash: horticulture, fertilisers for irrigation systems<br />
Di-calcium phosphate: animal feed<br />
Glycine and derivatives: animal feed, agrochemicals<br />
Potassium sulphate: specialised fertilisers, which are especially<br />
suited for flower, tobacco and fruit growing<br />
Sulphuric acid: fertilisers<br />
Industry<br />
Acetates: antifreeze products for e.g. runways<br />
Caustic potash: batteries, textile treatment<br />
Caustic soda: aluminium, rayon<br />
Electrolysis products: photography, leather tanning and water<br />
treatment
Ferric chloride: wastewater and potable water treatment<br />
Gelatin: photography, wine production<br />
Organic chlorine derivatives: paint, photography<br />
Potassium bicarbonate: fire-extinguishing powder<br />
Potassium carbonate: glass, TV and computer screens<br />
Sodium hydrosulphide and<br />
caustic soda: paper, pulp<br />
PVC and PVC compounds: dashboards, furniture, shoe soles, tarpaulins, electronics, cables<br />
Sulphuric acid: batteries, car windows, billiard balls<br />
Health and hygiene<br />
Chlorine: PVC, disinfectants, water treatment<br />
Gelatin: capsules for e.g. drugs<br />
Organic chlorine derivatives: antibiotics, various pharmaceutical products for people, plants and<br />
animals, perfumes, cosmetics, shampoo, UV resistant sun lotions<br />
Pharmaceutical intermediates: antibiotics, penicillin<br />
Potassium carbonate: shampoos, soaps<br />
PVC: blood bags, infusion bags and tubes, catheters, gloves, bottles for<br />
shower and bath foam<br />
Sodium hypochlorite: sanitizer, water treatment, bleaching<br />
Sodium sulphate and caustic soda: detergents, soaps<br />
Household<br />
Animal fats: pet food<br />
Electrolysis products: detergents<br />
Gelatin: foodstuffs such as dairy and ´light´ products, confectionery,<br />
energy bars and drinks<br />
Glycine: foodstuffs, pet food<br />
Potassium bicarbonate: baking powders<br />
PVC: packaging films, tablecloths, shower curtains, garden furniture,<br />
inflatable articles such as balls, swimming pools, boats and so on<br />
Sodium hydrosulphide and<br />
caustic soda: detergents<br />
Zeolites: washing powders<br />
21
22<br />
Activities and products<br />
<strong>Tessenderlo</strong> <strong>Group</strong>’s Inorganic Chemicals division embraces the production of inorganic<br />
salts and alkaline bases obtained through electrolysis. It is characterised by an<br />
integrated production process where the various end products and by-products are<br />
utilised internally in order to create maximum added value. The two fundamental<br />
activities of this process are the production of hydrochloric acid and chlorine.<br />
Activities and products of the Inorganic Chemicals unit<br />
INORGANIC CHEMICALS<br />
The Inorganic Chemicals division plays a leading role in several markets worldwide.<br />
For example, the group is the second largest world producer of potassium sulphate,<br />
an especially well-suited fertiliser for use in dry areas, and for crops, flowers, tobacco,<br />
fruit and vegetables, that are highly sensitive to fertiliser quality. The group also plays<br />
a leading role in the market of sodium sulphate, found primarily in detergents.<br />
A by-product of the production of sulphates is hydrochloric acid, of which the<br />
<strong>Tessenderlo</strong> <strong>Group</strong> is the largest producer in the world.<br />
The hydrochloric acid is marketed externally, but is also used internally in the production<br />
of phosphates, which have various applications in the animal feed and fertiliser<br />
industries. The group occupies second place in the world market of phosphates for<br />
animal feed. The range of phosphate products is very extensive allowing the<br />
<strong>Tessenderlo</strong> <strong>Group</strong> to meet the requirements of almost all feed applications.<br />
In addition, <strong>Tessenderlo</strong> <strong>Group</strong> is the world’s largest producer of liquid sulphurcontaining<br />
fertilisers (such as ammonium thiosulphate). These are applied mainly<br />
in North America to supply needed sulphur to broad acre and speciality crops.<br />
The other sulphur-containing derivatives: sodium sulphide, sodium hydrosulphide,<br />
ammonium bisulphide, ammonium thiosulphate and ammonium sulphide are used in<br />
various processes within mining, photography, paper and leather tanning industries.<br />
Another important product is zeolites, which have increasingly substituted phosphates<br />
in washing powders.<br />
Matteusz Dubinski,<br />
director of the Inorganic<br />
Chemicals division
‘Improving productivity and cutting production costs are still the key factors for<br />
success, especially against an international backdrop involving new, formidable<br />
competitors, such as China. The division constantly focused on meeting this<br />
challenge in the past year. If we continue our efforts, I firmly believe that<br />
<strong>Tessenderlo</strong> <strong>Group</strong> will, in the long run, be able to further strengthen its<br />
position.’<br />
Inorganic Chemicals<br />
2003 2002<br />
Turnover 534 611<br />
(millions EUR)<br />
Ebitda 39 71<br />
(millions EUR)<br />
Tangible investments 18 20<br />
(millions EUR)<br />
Headcount 1,816 2,005<br />
Activities and products of the electrolysis unit<br />
Turnover<br />
(millions EUR)<br />
94 95 96 97 98 99 00 01 02 03<br />
The <strong>Tessenderlo</strong> <strong>Group</strong>’s electrolysis units produce 300,000 tonnes of chlorine annually. Most of this is used<br />
internally for the production of monovinyl chloride (VCM), which is the precursor of polyvinyl chloride (PVC),<br />
and for the chlorination of toluene and benzene.<br />
The chlorine production also generates around 100,000 tonnes of caustic potash and more than 235,000<br />
tonnes of caustic soda annually. Caustic potash is mainly used in the production of potassium nitrate and<br />
potassium phosphates, followed by applications for food and fertilisers, alkali batteries, de-icing products for<br />
airport runways, detergents and the chemical industry.<br />
Caustic soda is used in water purification and the manufacture of soap and detergents. It is also used in the<br />
chemicals sector and in the aluminium and paper industries.<br />
These basic products of the electrolysis units moreover have various derivatives with a wide range of applications,<br />
from photography and the food sector to water treatment and ore extraction.<br />
Alongside the classic electrolysis products, ferric chloride and aluminium chloride are also prepared on the<br />
basis of chlorine, both indispensable in the rapidly expanding water treatment sector.<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
534<br />
23
24<br />
The most important production units (*)<br />
Inorganic Chemicals<br />
BELGIUM<br />
The establishments of <strong>Tessenderlo</strong> Chemie in Ham and <strong>Tessenderlo</strong> annually process<br />
two million tonnes of raw materials, including sulphur, raw phosphate, potassium<br />
chloride and sodium chloride. <strong>Tessenderlo</strong> Chemie in Ham produces a substantial<br />
share of the calcium phosphates used in the animal feed industry. The process in<br />
which hydrochloric acid acts upon natural phosphate ores was developed by this<br />
group. The line of phosphates for animal feed, which is produced in Belgium, is<br />
supplemented by the products of the Dutch and Italian establishments.<br />
The Zeoline production unit in Engis, near Liège, produces zeolites in a joint venture<br />
with Prayon (50/50).<br />
EUROPE<br />
The French subsidiary Aliphos in Alsace produces potassium carbonate and potassium<br />
di-carbonate, mainly for the production of cathode ray tubes.<br />
The French subsidiary Produits Chimiques de Loos (PCL) in Loos, near Lille, produces<br />
sodium sulphate and mineral chlorides (ferric, ammonium, zinc and aluminium<br />
chloride).<br />
<strong>Tessenderlo</strong> Chemie Rotterdam produces animal feed phosphates through the<br />
chemical reaction of purified phosphoric acid and a calcium, magnesium or ammonium<br />
source. The production is partly intended for export.<br />
<strong>Tessenderlo</strong> Italia (Italphos) in Cologna Veneta also makes animal feed phosphates<br />
on the basis of purified phosphoric acid. The production is intended for the markets<br />
in Italy and neighbouring countries.<br />
(*) You can find a complete overview of the group’s production units and sales offices on page 118
NORTH AMERICA<br />
The American subsidiary <strong>Tessenderlo</strong> Kerley Inc. (TKI) is based in Phoenix, Arizona.<br />
TKI is the world’s largest producer of ammonium thiosulphate (THIO-SUL ® , ATS) and<br />
potassium thiosulphate (KTS ® ). TKI has 13 production plants in the United States.<br />
These plants are generally located near refineries whose acidic gases TKI processes<br />
into liquid sulphur-containing fertilisers and derivatives, the vast majority of which<br />
(60%) are used in agriculture and the balance in process chemistry.<br />
Electrolysis<br />
BELGIUM<br />
The establishment in <strong>Tessenderlo</strong> houses the group’s largest electrolysis unit, where<br />
both caustic soda and caustic potash are prepared. It has an annual capacity of<br />
250,000 tonnes of chlorine.<br />
EUROPE<br />
A second electrolysis unit is operational at PCL in Loos, France, with a total capacity<br />
of 18,000 tonnes of chlorine. It produces caustic potash and potassium hydroxide<br />
flakes.<br />
<strong>Tessenderlo</strong> Italia in Pieve Vergonte, north of Milan, has a capacity of 40,000 tonnes<br />
of chlorine, most of which is intended for internal use.<br />
25
26<br />
Trends and facts in 2003<br />
Inorganic Chemicals<br />
2003 saw the start of investments in projects that will become operational in various<br />
units in the course of 2004. These were as follows:<br />
– At <strong>Tessenderlo</strong> Chemie in <strong>Tessenderlo</strong> (Belgium), production capacity for ferric<br />
chloride will increase by 25,000 tonnes between now and the middle of 2004;<br />
– At PCL, in Loos (France), production capacity for ferric chloride will be increased by<br />
60,000 tonnes. This operation – which is to be finalised in mid-2004 – will also<br />
entail changes in the production process, involving the partial replacement of one<br />
raw material – scrap – with iron oxide.<br />
– At <strong>Tessenderlo</strong> Chemie in Ham (Belgium), new units for the production of hydrosoluble<br />
potassium sulphate will come on line in late 2004. The current production<br />
of the <strong>Tessenderlo</strong> unit will then be transferred to Ham.<br />
An action plan was launched in the Belgian units in Ham and <strong>Tessenderlo</strong> in 2002<br />
with a view to reducing fixed costs; it continued in 2003. This will make it possible to<br />
improve profitability in the years ahead.<br />
Among the units abroad, <strong>Tessenderlo</strong> Kerley continued to reap the rewards of diversifying<br />
into services to the oil industry, so becoming less dependent on the fertiliser<br />
market.<br />
The various markets in which the division is active were generally rather lacklustre in<br />
2003:<br />
– Due to increased supply and a fall in demand in Europe, sales of phosphates of<br />
mineral origin to animal feed producers were down. In the first half of the year,<br />
production was boosted – principally in the Mediterranean area – by the advent of<br />
new manufacturers and increased capacity among the existing operators. This<br />
trend was initially reflected in fiercer competition and a sharp fall in prices in Spain;<br />
this trend subsequently spread throughout Europe in the second half of the year,<br />
and prices here plummeted. There was a parallel tail-off in demand for phosphates,<br />
including in the Benelux countries, where there was an outbreak of bird flu in<br />
2003. In addition, Europe lost some of its competitiveness in the poultry sector,<br />
and is having to cope with ongoing relocation of manufacture of animal products;<br />
– As concerns potassium sulphate, which is used in fertiliser production, it was possible<br />
to limit the negative impact of the depreciation in the dollar by obtaining<br />
supplies of potassium chloride from other sources, with many contracts priced in
dollars. The prices of other raw materials (sulphur and sulphuric acid) rose, and it<br />
was difficult to pass these increases on in sales prices;<br />
– The sodium sulphate market remained stable; sales were at the same level as in<br />
2002, but prices were still generally unsatisfactory. Only part of the rise in raw<br />
material prices could be passed on. What is more, this market is traditionally subject<br />
to significant fluctuations, with detergent manufacturers changing their formulae<br />
frequently;<br />
– In the field of liquid sulphur-containing fertilisers, the positive trend in sales of<br />
ammonium thiosulphate (ATS) continued in 2003.<br />
Electrolysis<br />
In late 2003, <strong>Tessenderlo</strong> Chemie in <strong>Tessenderlo</strong> obtained an environmental permit for<br />
the construction of a new electrolysis unit. The project includes closing down the oldest<br />
electrolysis unit and replacing it with a new unit using membrane technology,<br />
called Ely III. The platform’s total chlorine production capacity will increase from<br />
250,000 tonnes to 400,000 tonnes. As a result, the new membrane technology will<br />
account for three quarts of production. Ely III will become operational in the middle of<br />
2006: (See ‘Environment and Safety’ for more information on the discharge permits<br />
granted to <strong>Tessenderlo</strong> Chemie at the same time as the environmental permit).<br />
A notable feature is that PCL, at Loos in France, increased its production of potassium<br />
hydroxide flakes by 8%.<br />
The alkali division had a difficult year on the price front:<br />
– Caustic soda prices fell in the first nine months of the year. Following a slight<br />
upturn in the fourth quarter, prices started to fall again at the beginning of 2004.<br />
This situation prompted the company to optimise use of its principal raw material,<br />
electricity;<br />
– Caustic potash prices were also under pressure, but price falls were limited.<br />
27
28<br />
Strategy and prospects<br />
Prospects for 2004<br />
In the first half of 2004, prices for phosphates went up. However, it is not certain that<br />
these increases will suffice to offset the imbalance built up over time.<br />
Despite keeping to the same strategy for supplies of potassium chloride, margins for<br />
potassium sulphate will remain under pressure in 2004. This is due to both the<br />
ongoing depreciation of the dollar and the very marked increase in marine freight<br />
fuelled by the sharp upturn in Chinese trade. It is difficult to pass on the impact of<br />
these two factors in prices to customers.<br />
Electricity price trends will be an increasing source of concern. After falling in the initial<br />
stages of the liberalisation of the energy markets, 2003 saw substantial increases<br />
and this trend looks set to continue in 2004. The Belgian taxation plan, which was<br />
amended in early 2004, even with a less negative impact on major industrial users<br />
than was initially suggested, will have an important impact on the costs.<br />
The market trend towards tailoring operations to stock-market performance is increasing<br />
price volatility, and hence uncertainty too. More sophisticated methods of<br />
managing this resource will be required in future.<br />
In short, 2004 is likely to be another difficult year for the inorganic chemicals division.<br />
Raw material prices, which are subject to cyclical trends, are once more on the<br />
up. The weak dollar and the fact that higher raw material prices tend to take some<br />
time to filter through into sales prices are the two major challenges facing the division,<br />
more especially with regard to potassium sulphate.<br />
The Competition Directorate General of the European Commission is since the beginning<br />
of 2004, investigating compliance in the market for feed phosphates with existing<br />
competition law. The company awaits the conclusions of this investigation.
Strategy<br />
As mentioned above, <strong>Tessenderlo</strong> <strong>Group</strong> will have to face a number of different challenges with regard to its<br />
sulphate and phosphate activities:<br />
– Stagnating demand on the European fertiliser market;<br />
– Rising prices for raw materials;<br />
– A lower dollar;<br />
– A loss of outlets due to the rise of new products and producers in countries with low production costs.<br />
It is precisely for these reasons that the group must continue to improve productivity and further decrease<br />
production costs in order to strengthen its sites in Limburg.<br />
The major investment in a new electrolysis unit, Ely III, also has these aims in mind.<br />
In the future, Ely III will benefit the whole of <strong>Tessenderlo</strong> <strong>Group</strong>’s integrated production system in West Limburg.<br />
The ability to produce more chlorine increases the flexibility of <strong>Tessenderlo</strong> Chemie <strong>Tessenderlo</strong>,<br />
<strong>Tessenderlo</strong> Chemie Ham and the Limburgse Vinyl Maatschappij (LVM). This will allow the various product<br />
groups to coordinate their production rates better than ever before.<br />
An important milestone was passed when the environmental permit was obtained for Ely III in <strong>Tessenderlo</strong>.<br />
The new electrolysis unit, which involves investment of 150 million euro, highlights <strong>Tessenderlo</strong> <strong>Group</strong>’s ambition<br />
of enhancing its position in the caustic potash market.<br />
As previously mentioned, the group is also working on boosting its production of ferric chloride in<br />
<strong>Tessenderlo</strong> (Belgium) and Loos (France). These two units are among Europe’s major production centres, and<br />
cover markets where demand for products for water treatment is still rising. In order to increase its production<br />
capacity, the group is to give priority to re-examining the processes used in its manufacturing units.<br />
29
30<br />
Activities and products<br />
The Fine Chemicals division of <strong>Tessenderlo</strong> <strong>Group</strong> is based on three major business<br />
units: organic chlorine derivatives, intermediates intended for the pharmaceutical and<br />
perfume industries, and glycine. For several specialities <strong>Tessenderlo</strong> <strong>Group</strong> holds a<br />
leading position on the world market.<br />
Organic chlorine derivatives<br />
<strong>Tessenderlo</strong> <strong>Group</strong> produces more than 100,000 tonnes of benzene and toluene<br />
derivatives, as well as a number of products derived from these, such as benzyl<br />
alcohol, benzaldehyde, phenylacetic acid and benzoyl chloride.<br />
The processes applied in the various production units allow <strong>Tessenderlo</strong> <strong>Group</strong> to<br />
deliver products of extremely highly purity, which meet the requirements of industries<br />
such as pharmaceuticals, parapharmaceuticals, photography, the perfume industry<br />
and fine chemicals in general.<br />
Intermediates for the pharmaceutical and perfume industries<br />
<strong>Tessenderlo</strong> <strong>Group</strong> produces organic intermediates and active substances for pharmaceutical<br />
applications and the perfume industry. Two factories, in particular Calaire in<br />
France and Farchemia in Italy, produce intermediates for antibiotics, and are privileged<br />
suppliers to the major international pharmaceutical companies. <strong>Tessenderlo</strong> Fine<br />
Chemicals in the United Kingdom specialises in synthetic products for the perfume<br />
industry. These three sites use raw materials produced within <strong>Tessenderlo</strong> <strong>Group</strong>, and<br />
thereby reap the rewards of the synergies that exist within the integrated group.<br />
Glycine and its derivatives<br />
<strong>Tessenderlo</strong> <strong>Group</strong> is the only European manufacturer of glycine. With a yearly production<br />
capacity of 5,000 to 6,000 tonnes, <strong>Tessenderlo</strong> <strong>Group</strong> is also a major world<br />
player in the glycine market.<br />
Because of its properties as an antioxidant, preservative and sweetener, glycine has<br />
many applications in both foodstuffs and animal feed. It is also used in pharmaceuticals<br />
and agrochemicals.<br />
FINE CHEMICALS<br />
David Poynton,<br />
director of the Fine<br />
Chemicals division
‘Leveraging our technology and market positions across our production units<br />
will create new opportunities for growth within the division.’<br />
Fine Chemicals Turnover<br />
(millions EUR)<br />
2003 2002<br />
Turnover 261 264<br />
(millions EUR)<br />
Ebitda 22 34<br />
(millions EUR)<br />
Tangible investments 21 14<br />
(millions EUR)<br />
Headcount 997 1,067<br />
The most important production units (*)<br />
Organic chlorine derivatives<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
261<br />
94 95 96 97 98 99 00 01 02 03<br />
Chemielim in the Dutch city of Maastricht produces benzyl alcohol and benzyl acetate. These products are<br />
obtained from benzyl chloride produced at the factory in <strong>Tessenderlo</strong>.<br />
Lianyungang Taile Chemical Factory in Taile, China, is the leading producer of benzyl chloride and benzaldehyde<br />
in China.<br />
<strong>Tessenderlo</strong> Chemie in <strong>Tessenderlo</strong>, Belgium, produces benzyl chloride and certain derivatives. The factory<br />
also has an important pilot unit where industrial processes can be refined. Small campaigns of products can<br />
be manufactured before scale-up at some point in the future.<br />
In Pieve Vergonte, north of Milan, <strong>Tessenderlo</strong> Italia specialises in aromatic chlorine products, which are<br />
used mainly in the manufacture of agrochemicals and pharmaceuticals.<br />
In the United Kingdom, <strong>Tessenderlo</strong> UK in Widnes produces benzyl alcohol and chlorotoluenes, together<br />
with various organo-chlorine derivatives.<br />
(*) In alphabetical order by business unit. You can find a complete overview of the group’s production units and sales offices on page 118<br />
31
32<br />
Intermediates for the pharmaceutical and perfume industries<br />
In Calais, France, Calaire synthesises fine chemicals for the pharmaceutical industry.<br />
Here, for instance, phenylacetic acid – an intermediate for the production of antibiotics<br />
– is manufactured from benzyl chloride produced at <strong>Tessenderlo</strong>.<br />
In Loos, near Lille, Chemilyl produces oxalyl chloride and derivatives for the fine<br />
chemicals and pharmaceutical industries.<br />
In Treviglio, near Bergamo (Italy), Farchemia produces numerous intermediates and<br />
active substances for the pharmaceutical industry.<br />
<strong>Tessenderlo</strong> Fine Chemicals in Leek, United Kingdom, produces products destined<br />
for the industrial sectors of flavour and fragrance, tobacco and pharmaceuticals. Once<br />
again the raw materials originates primarily from other factories within <strong>Tessenderlo</strong><br />
<strong>Group</strong>.<br />
Glycine<br />
<strong>Tessenderlo</strong> Chemie in <strong>Tessenderlo</strong> (B) is the only producer of glycine and derivatives<br />
in Europe, and a major player on the world market.<br />
Trends and facts in 2003<br />
A number of the markets the Fine Chemicals division of <strong>Tessenderlo</strong> <strong>Group</strong> serves<br />
continued to experience difficult trading conditions. In the organic chlorine sector<br />
severe increases in the price of both toluene and benzene depressed margins, as<br />
these increases could not be passed on. Chinese competition in particular has resulted<br />
in downward pressure on selling prices.<br />
Within the pharmaceutical intermediates, the loss of sales of some intermediates<br />
for the generic market has been somewhat balanced by the higher growth of a key<br />
intermediate for a patented pharmaceutical, for which the group has a worldwide<br />
leadership.<br />
A product, used in the manufacture of aluminium bodied cars, has moved from the<br />
development stage to regular production at the <strong>Tessenderlo</strong> Fine Chemicals facility.
As far as glycine is concerned, <strong>Tessenderlo</strong> <strong>Group</strong> continued to face extremely low prices from Chinese producers.<br />
This had an impact on profitability. Cost reduction measures have been implemented.<br />
<strong>Tessenderlo</strong> <strong>Group</strong> acquired the remaining shares in its Chinese manufacturing unit in Taile to become its sole<br />
shareholder.<br />
Investments were made in the various sites to increase the flexibility of some production units and to enable<br />
the manufacture of new derivatives.<br />
At <strong>Tessenderlo</strong> UK restructuring continued in order to optimise the production of chlorotoluenes within the<br />
group. In the Widnes facility the company commissioned up a new production unit for the manufacture of<br />
benzyl alcohol, a non toxic additive used in paints and fragrances and consumed in many other industrial<br />
processes. The new unit, which boasts state of the art manufacturing technology, is the first major investment<br />
by <strong>Tessenderlo</strong> <strong>Group</strong> in the Widnes facility since its acquisition in 2001.<br />
Strategy and prospects<br />
<strong>Tessenderlo</strong> <strong>Group</strong> will continue to expand production at the existing sites, where it has facilities for the treatment<br />
of residual substances, and to expand its activities in derivatives of its key raw materials.<br />
As in the past, it will examine opportunities to provide outsourcing facilities to both the pharmaceutical and<br />
the aroma chemical industries. The business units will be supported by the central research laboratories and<br />
the on-site technical teams, in both new product introductions and improvements and extensions of our<br />
existing techniques and processes.<br />
<strong>Tessenderlo</strong> <strong>Group</strong> continues to seek acquisitions that will create substantial synergies with the current production<br />
units.<br />
33
34<br />
Activities and products<br />
The PVC & Compounds division includes the vinyl chloride monomer (VCM), polyvinyl<br />
chloride (PVC) and compounds business units.<br />
VCM<br />
The most important raw materials for producing VCM are chlorine or hydrochloric<br />
acid and ethylene. Chlorine and hydrochloric acid are produced by the Inorganic<br />
Chemicals division on the same site and delivered via an internal pipeline system to<br />
the Limburgse Vinyl Maatschappij (LVM). This allows road transport to be avoided.<br />
Ethylene is delivered via the pipeline grid of Aethylen Rohrleitung Gesellschaft (ARG).<br />
Chlorine is produced in the group’s electrolysis units, while hydrochloric acid is a<br />
by-product of the production of sulphates. In this way, a unique integration of raw<br />
materials is achieved.<br />
The annual VCM production capacity of <strong>Tessenderlo</strong> <strong>Group</strong> amounts to 550,000<br />
tonnes.<br />
PVC<br />
The polymerisation of VCM to PVC is performed at two locations: in the Netherlands<br />
and France. These two plants are among the largest in Europe. With a total capacity<br />
of 450,000 tonnes, <strong>Tessenderlo</strong> <strong>Group</strong> is the sixth largest producer in the European<br />
PVC market.<br />
PVC, as it is produced by LVM within <strong>Tessenderlo</strong> <strong>Group</strong>, is one of the most versatile<br />
plastic resins in the world. The possible applications are extremely broad ranging from<br />
plastic pipe systems, window and door profiles and flexible and hard films, to sheathings<br />
for cables and wires. In addition, LVM, in close collaboration with <strong>Tessenderlo</strong><br />
<strong>Group</strong>’s Plastics Converting division, is working on developing new grades for cuttingedge<br />
technological applications in, for example, the car industry and the electronics<br />
sector.<br />
PVC & COMPOUNDS<br />
Philippe Pôlet,<br />
director of the PVC and<br />
Compounds division
‘After three poor years in a row, markets and prices seem to be finally<br />
improving. However, past experience has shown that we must remain cautious.<br />
For this reason, we have to continue to focus on improving our productivity. If,<br />
in addition, we can ensure that customers receive quality products and service,<br />
there are grounds for hoping that the future will be brighter.’<br />
PVC & Compounds Turnover<br />
(millions EUR)<br />
2003 2002<br />
Turnover 341 298<br />
(millions EUR)<br />
Ebitda -2 15<br />
(millions EUR)<br />
Tangible investments 19 15<br />
(millions EUR)<br />
Headcount 796 748<br />
Compounds<br />
400<br />
350<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
341<br />
94 95 96 97 98 99 00 01 02 03<br />
The heading ‘compounds’ covers various ready-to-use PVC mixtures as well as mixtures of thermoplastic elastomers,<br />
which are intended primarily for the injection moulding and extrusion markets. They are mainly used<br />
in the construction industry, the automotive sector and shoe manufacturing. The PVC division has an overall<br />
capacity of 155,000 tonnes of compounds per annum, making <strong>Tessenderlo</strong> <strong>Group</strong> the fifth largest producer<br />
in Europe.<br />
PVC and compounds are sold via an international network consisting of the division’s own sales offices and<br />
local specialized agents, who work on an exclusive basis with LVM for PVC and compounds.<br />
35
36<br />
The most important production units (*)<br />
VCM<br />
<strong>Tessenderlo</strong> <strong>Group</strong>’s unit for producing VCM, the Limburgse Vinyl Maatschappij<br />
(LVM) in the Belgian town of <strong>Tessenderlo</strong>, has a capacity of 550,000 tonnes of VCM<br />
per year. It is the largest in Europe.<br />
PVC<br />
LVM Limburg in Beek, the Netherlands, processes VCM into PVC. The VCM is delivered<br />
via the world’s longest VCM pipeline for this kind of transport. LVM Limburg has<br />
a capacity of 225,000 tonnes per annum.<br />
The Société Artésienne de Vinyle (SAV) in Mazingarbe, France, also polymerises<br />
VCM into PVC, again with a capacity of 225,000 tonnes. The VCM is delivered from<br />
<strong>Tessenderlo</strong> via block trains.<br />
Compounds<br />
In addition to its activities in the plastics converting sector, the company, Plastival, in<br />
Clerval, France also manufactures Marvyflo ® , a compound used for car dashboards,<br />
on behalf of LVM.<br />
Saplast in Strasbourg, France, and its subsidiary Europolymers have a compounding<br />
capacity of around 75,000 tonnes on an annual basis. Saplast exclusively produces<br />
PVC compounds in granulated form or as a premix for hard and flexible applications,<br />
primarily in the construction sector and for cable production.<br />
TCT Polska in the Polish town of Sochaczew, near Warsaw, produces 10,000 tonnes<br />
of PVC compounds per annum.<br />
(*) In alphabetical order by business unit. You can find a complete overview of the group’s production units and sales offices on page 118
The production of Technicompound, based in Doué-la-Fontaine (near Nantes), will be transferred to the<br />
group’s other compound-manufacturing units during 2004. Technicompound produces 15,000 tonnes of<br />
ready-to-use PVC compounds and thermoplastic elastomers annually. These are intended mainly for the injection<br />
moulding and extrusion markets.<br />
In Tiffauges, also in France, the subsidiary Thermoplastiques Cousin-Tessier specialises in PVC compounds<br />
and thermoplastic elastomers for the automotive industry, the construction sector and shoe manufacturing.<br />
Its capacity is 55,000 tonnes per year.<br />
Trends and facts in 2003<br />
VCM and PVC<br />
Overall, the European markets remained volume-wise at the same level as in 2002, although the situation<br />
varied significantly from one month to the next.<br />
PVC and VCM prices fluctuated considerably in 2003, chiefly as a result of geopolitical factors.<br />
Prices reached reasonable levels in the early part of the year. This was because customers were building up<br />
stocks in front of the threat of war in Iraq. Although this boosted demand, it also prompted higher raw<br />
material prices. As a result of this hoarding frenzy, PVC and VCM prices went into freefall in the second quarter,<br />
with the official end of hostilities in Iraq. However, raw material prices remained high. Stocks had to be<br />
replenished again in July and August, while prices dropped. After that, prices started increasing gradually,<br />
resulting in break-even only in the fourth quarter.<br />
37
38<br />
In 2003, <strong>Tessenderlo</strong> <strong>Group</strong> continued its strategy of investing in order to boost productivity:<br />
– There was further progress in the mid to long-term plan for VCM, which relates to<br />
safety and the modification of existing installations to bring them in line with the<br />
requirements of the Flemish environmental legislation, VLAREM;<br />
– In the PVC business line, the third production line at Société Artésienne de Vinyle<br />
(SAV) in Mazingarbe was switched to closed reactor technology. One of the advantages<br />
of this is that it is much more environmentally friendly.<br />
All in all, 2003 was the third disappointing year in a row for PVC and VCM, despite<br />
the healthy outlook at the end of 2002. The disappointing figures were mainly attributable<br />
to the very poor second and third quarter results.<br />
Compounds<br />
Generally speaking, compounds markets in Western Europe weakened. Demand for<br />
shoe compounds also decreased, as a result of increasing imports of finished shoes<br />
from Asia.<br />
However, the division strengthened its position in the automotive sector – in the niche<br />
market of dashboard skins and airbag covers – in 2003. PVC is becoming very popular<br />
again in the automotive sector, and this has led to it being used for luxury models<br />
such as the Porsche Cayenne and Volkswagen Phaeton. Sales of Marvyflo ® were up<br />
considerably.<br />
Following the takeover of the French Saplast in July 2002, investments were undertaken<br />
in 2003 to adapt equipment to <strong>Tessenderlo</strong> <strong>Group</strong>’s high standards in respect of<br />
safety, productivity and ecological soundness.<br />
Range Rover
Strategy and prospects<br />
VCM and PVC<br />
Judging from the figures for the early part of 2004, the outlook for VCM and PVC activities appears to have<br />
improved again after three poor years. Prices began to rise in the fourth quarter of 2003, and the trend in the<br />
early part of 2004 has also been generally positive. In global market terms, production capacity appears to<br />
have lagged behind market expansion, suggesting that capacity utilisation should increase throughout the<br />
world in 2004.<br />
In the coming years, LVM will further expand its position as a specialist in the area of suspension PVC.<br />
In the future, <strong>Tessenderlo</strong> <strong>Group</strong> will also strive within the PVC division to maintain the highest possible productivity,<br />
combined with constant improvement in the quality of its products. At the same time, the group<br />
wants to offer its customers top-quality service, which satisfies all of their needs.<br />
Compounds<br />
The optimisation and rationalisation of the industrial organisation, which started in 2003 following the acquisition<br />
of Saplast and Europolymers, will continue in 2004. The division will start to feel the positive impact of<br />
this in 2005.<br />
The commercial departments at subsidiaries Saplast and Thermoplastiques Cousin-Tessier were fully amalgamated<br />
on 1 January 2004. This will ensure an optimum response to customer wishes and requirements,<br />
which will in turn contribute to better results.<br />
39
40<br />
Activities and products<br />
For nearly twenty years, <strong>Tessenderlo</strong> <strong>Group</strong> has resolutely pursued a downstream integration<br />
policy. With this objective, in Europe and the United States of America we<br />
have taken over several PVC converters holding numerous patents and registered<br />
trademarks. These companies produce mainly pipes and fittings for water supply and<br />
drainage systems, as well as pipe systems for (inter alia) gas and telecommunications.<br />
In addition, all kinds of PVC profiles for building (such as door and window profiles)<br />
are also produced. Besides PVC, these companies are also converting other raw materials,<br />
including polyethylene and polypropylene.<br />
The construction and renovation sectors represent almost the entire turnover of<br />
<strong>Tessenderlo</strong> <strong>Group</strong>’s Plastics Converting division.<br />
The most important establishments (*)<br />
Profiles<br />
Chelsea Building Products (CBP), in Oakmont in the USA, is one of the main American<br />
manufacturers of PVC door and window profiles.<br />
<strong>Tessenderlo</strong> <strong>Group</strong> is also present in Canada via Dynaplast-Extruco, a subsidiary of<br />
the Wymar <strong>Group</strong> which specialises in PVC window profiles and other profiles for<br />
various sectors.<br />
In Great Britain, Fairbrook holds a leading position on the PVC profiles market.<br />
Under the brand name Eurocell Profiles, Fairbrook produces window and door profiles.<br />
Foamed profiles, which are used as roofing components and façade cladding,<br />
are marketed as Eurocell Building Plastics. Under the name HL Plastics, Fairbrook<br />
custom-produces profiles for a wide range of sectors, including the building and furniture<br />
industries.<br />
PLASTICS CONVERTING<br />
In collaboration with the Brazilian company Medabil Plasticos, the subsidiary Medabil<br />
<strong>Tessenderlo</strong> was set up in Brazil, where it specialises in manufacturing and marketing<br />
PVC profiles. Medabil <strong>Tessenderlo</strong> is introducing PVC window profiles to the South<br />
American markets.<br />
(*) In alphabetical order by business unit. You can find a complete overview of the group’s establishments and<br />
sales offices on page 118
Plastics Converting Turnover<br />
(millions EUR)<br />
2003 2002<br />
Turnover 523 500<br />
(millions EUR)<br />
Ebitda 88 86<br />
(millions EUR)<br />
Tangible investments 36 29<br />
(millions EUR)<br />
Headcount 2,761 2,567<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
523<br />
94 95 96 97 98 99 00 01 02 03<br />
In Clerval (France), Plastival makes window and door profiles, along with profiles for fences, façade cladding<br />
and various industrial applications.<br />
Again in France, Profex, a subsidiary of the Wymar <strong>Group</strong>, markets window profiles produced by Wymar in<br />
Belgium.<br />
The Wymar <strong>Group</strong> in Oeselgem (Belgium) produces PVC profiles for windows and doors and continues its<br />
development towards Eastern Europe notably in Poland, Hungary, Romania and the Czech Republic.<br />
Plastic pipe systems<br />
The Dutch company Dyka BV in Steenwijk manufactures PVC pipes and fittings.<br />
Dyka Plastics in Overpelt (Belgium) is a manufacturer of PVC and polyethylene pipes for the construction industry<br />
and civil engineering.<br />
Dyka Polska in Jelcz Laskowice (Poland) makes PVC pipes, and also polyethylene and polypropylene pipes.<br />
John Davidson Pipes is one of the UK’s leading distributors of plastic pipe systems, with some twenty depots<br />
throughout the country.<br />
In France, the subsidiary Sotra-Seperef has two establishments. In Sainte-Austreberthe, PVC materials are<br />
manufactured for the construction and drilling markets. The unit in Quincieux produces a range of PVC and<br />
polyethylene pipes for water supply and drainage. This range is supplemented by all kinds of accessories, and<br />
is primarily intended for the public works sector.<br />
41
42<br />
Trends and facts in 2003<br />
Profiles<br />
Wymar had a good year, in both the Benelux countries and Eastern Europe. Volumes<br />
in the Benelux countries matched those in 2002. In Russia, demand stabilised after<br />
falling in 2002, and sales increased in the other Eastern European countries, especially<br />
Poland. The French commercial subsidiary, Profex, also recorded sound growth.<br />
Early in the year, Plastival (also in France) suffered as a result of the sluggishness in the<br />
construction sector. However, following a recovery in the second half of the year, the<br />
results for 2003 as a whole were quite respectable.<br />
In the UK, Fairbrook managed to continue its growth, thanks partly to the expansion<br />
of its distribution network. The success of profiles for use in the construction of conservatories<br />
continued unabated. Sales of other new products first launched in 2002<br />
also accelerated satisfactorily.<br />
Chelsea Building Products (CBP) came under pressure – especially in the first half of<br />
the year – as a result of the poor economic climate in the United States, which was<br />
exacerbated by the war in Iraq. In addition, the company is mainly active in the northeastern<br />
US, which experienced an unusually long and severe winter. The situation improved<br />
in the second half of the year but, in spite of this, CBP only achieved modest<br />
results for 2003 as a whole. The new range of products launched on the US market<br />
was well received, but sales were lower than expected.<br />
2003 was a comparatively poor year in Brazil due to the general economic downturn.
Conclusion: 2003 was a good year for profiles, mainly thanks to the European market, which more than<br />
made up for the ongoing difficulties in America. Sales figures in Europe remained buoyant or increased further,<br />
despite the weak construction sector.<br />
Plastic pipe systems<br />
Demand for plastic pipe systems in Belgium and the Netherlands bottomed out in 2003. There were even<br />
signs of a slight upturn in the second half of the year. The closure of the plant at Goor in the Netherlands in<br />
2002 resulted in higher profitability in the Benelux countries.<br />
Dyka Polska, which took over part of Goor’s production, continued to expand its distribution network. Sales<br />
figures increased in line with expectations.<br />
2003 was a good year for pipe systems in the UK. The amalgamation of the business of Dyka UK and John<br />
Davidson Pipes Ltd was finalised, thus resulting in the optimum synergy. John Davidson Pipes also took<br />
advantage of the buoyant UK construction market to further its expansion.<br />
Although sales dipped slightly in France, <strong>Tessenderlo</strong> <strong>Group</strong> succeeded in maintaining prices at the 2002<br />
levels. Nevertheless, prices were still too low to generate adequate profitability. Competition among manufacturers<br />
striving to maintain their market share continued in 2003. France remains a very difficult market<br />
due to low prices and the highly concentrated distribution system.<br />
Overall, the plastic pipe systems business line was able to maintain its results at the 2002 level. At the same<br />
time, profitability improved due to cost-cutting measures.<br />
In conclusion, turnover in the Plastics Converting division was slightly higher than in 2002, while the 2003<br />
results were quite identical to the ones of the previous year.<br />
43
44<br />
Investments totaled 34 million EUR in 2003, as against 29 million EUR in the previous<br />
year:<br />
– At Eurocell Profiles, a division of Fairbrook, a new extrusion unit is built on the site<br />
in Alfreton (UK). It will come on line in late 2004. This will mean Eurocell Profiles<br />
increasing its production and storage capacity;<br />
– Wymar International invested in a new PVC-profiles production line for frames and<br />
doors with more effective thermal and acoustic insulation. Production capacity has<br />
also been increased. With this investment, Wymar wishes to consolidate its market<br />
share in the Benelux countries and France and boost its presence in the emerging<br />
markets in Eastern Europe;<br />
– In the United States, Chelsea Building Products is continuing to update its product<br />
range, more especially in respect of new builds and renovations.<br />
Strategy and prospects<br />
Strategy<br />
The strategy of the Plastics Converting division primarily includes:<br />
– Consolidation of existing positions;<br />
– Improvement of profitability;<br />
– Promotion of internal growth;<br />
– Strengthening the presence on emerging markets, primarily in Eastern Europe;<br />
– A focus on acquisitions. In each case, companies which might qualify for takeover<br />
are evaluated strictly on their own merits and on their potential synergies with the<br />
other companies within <strong>Tessenderlo</strong> <strong>Group</strong>. The emphasis here is on the profiles<br />
sector, without ruling out the possibility of takeovers in the pipes and fittings market.
Through investments, the division wishes to:<br />
– Closely track market trends, anticipating these as far as possible;<br />
– Remain at the cutting edge technologically;<br />
– Develop instruments to ensure growth on emerging markets.<br />
Prospects<br />
As far as profiles are concerned, the situation in America is expected to improve, with higher volumes in both<br />
the US and Brazil. In Europe, too, there are clear signs of further market expansion.<br />
The markets for plastic pipe systems look set to stabilise again in 2004.<br />
<strong>Tessenderlo</strong> <strong>Group</strong> has every confidence that 2004 will be a better year than 2003 for the entire division. This<br />
optimism is justified by:<br />
– The positive trend on the profiles market;<br />
– The new range of profiles marketed by Wymar since early 2004;<br />
– Updating of the product range in the United States, which will bear fruit in 2004;<br />
– Growing economic optimism, which is having an especially positive impact on the construction sector.<br />
The early part of 2004 has already provided confirmation of these positive forecasts.<br />
45
46<br />
Activities and products<br />
NATURAL ORGANIC PRODUCTS<br />
The Natural Organic Products division of <strong>Tessenderlo</strong> <strong>Group</strong> is the world’s third largest<br />
producer of a full range of high-quality gelatins based on various raw materials.<br />
Approximately two thirds of the production is used for the food industry, while the<br />
remaining part is divided between the pharmaceutical and photographic industries.<br />
In addition, <strong>Tessenderlo</strong> <strong>Group</strong> plays a role in the collection and treatment of animal<br />
by-products.<br />
A third, lesser-known activity is the formulation and production of ingredients for the<br />
food products industry.<br />
Gelatin<br />
Gelatin is produced by hydrolysing collagen from by-products of slaughterhouses,<br />
more specifically, the bones and skins of pigs and cattle. After degreasing, the bones<br />
are demineralised with hydrochloric acid, resulting in collagen in the form of ossein<br />
(a basic raw material for the production of gelatin), which is then rinsed and treated<br />
with acid or lime. For pigskins and cattle hides, a similar process is applied from the<br />
hydrolysis stage onwards.<br />
Gelatin is an extremely pure product. To illustrate: the required purity standards are<br />
ten to one hundred times stricter than those for baby milk, regardless of whether the<br />
gelatin will be used in products for human consumption or not. That is why the<br />
strictest criteria are used in:<br />
– The selection of the raw materials: all gelatin is exclusively produced from pigskins,<br />
cattle hides or bones coming from healthy animals which, after official and internal<br />
testing, are declared fit for human consumption;<br />
– The production process: this combines immersion in an acid bath with soaking in a<br />
lime solution (only for bone gelatin), followed by UHT sterilisation of the purified<br />
gelatin solution at 140° C.<br />
Gelatin has various applications, all of which are based on the typical characteristics<br />
of gelatin, namely gel strength, viscosity and purity:<br />
– Food industry: for the production of sweets, desserts, milk products, jellies, ‘lowcalorie’<br />
products, tinned meats, energy bars and drinks, meat preservatives and<br />
wine clarification;<br />
Jozef Housen,<br />
director of the Natural<br />
Organic Products division
‘The acquisition of the two American units has made <strong>Tessenderlo</strong> <strong>Group</strong> a fullyfledged<br />
global operator on the gelatin market. Although both factories only<br />
belonged to the group for nine months, they made a significant contribution<br />
to the results in 2003, which is an outstanding performance.’<br />
Natural Organic Products Turnover<br />
(millions EUR)<br />
– Pharmaceutical and parapharmaceutical industries: for the production of hard and soft capsules;<br />
– Photography: gelatin is used to bind the photoactive silver compounds, and used as well in the various<br />
layers of films, photographical paper and paper of inkjet printers;<br />
– Micro-encapsulation: microscopic capsules which can contain (for example) ink for photocopying paper,<br />
or vitamins which are mixed in animal feed.<br />
By-products of animal origin<br />
2003 2002<br />
Turnover 313 261<br />
(millions EUR)<br />
Ebitda 57 53<br />
(millions EUR)<br />
Tangible investments 25 32<br />
(millions EUR)<br />
Headcount 1,853 1,547<br />
Through its French subsidiary Caillaud, <strong>Tessenderlo</strong> <strong>Group</strong> plays a major role in the collection and treatment<br />
of animal by-products. The annual capacity amounts to 950,000 tonnes.<br />
Caillaud is active in two specific sectors:<br />
94 95 96 97 98 99 00 01 02 03<br />
– As a rendering plant, it handles the collection and treatment of risk waste, which is primarily used as an<br />
energy source by the cement industry. This activity accounts for 36% of the turnover, and is a public<br />
service, for which Caillaud is paid by the French State;<br />
– The valorisation of animal materials, originating from animals that are fit for human consumption, into<br />
• degreased bones for the production of gelatins;<br />
• proteins and animal fats for use in pet food;<br />
• fats for the soap industry and lipochemistry;<br />
• frozen processed animal by-products for the production of ‘moist’ pet food.<br />
350<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
313<br />
47
48<br />
Food ingredients<br />
A third activity of the Natural Organic Products division is the formulation and production<br />
of food ingredients. These are composed according to the individual needs of the<br />
customer. They are offered in solid and liquid form, for both ‘sweet’ and ‘savoury’<br />
applications, which include:<br />
– Seasoning mixes;<br />
– Ingredients containing sugars, proteins and starches, etc.;<br />
– Prepared sauces in powder form;<br />
– Aromas in liquid form;<br />
– Sweet blends for the production of bavarois, pastry, ice cream, etc.;<br />
– Salty blends with flavourings for the preparation of meat products.<br />
The most important production units (*)<br />
Gelatin<br />
In Belgium, PB Gelatins in Vilvoorde makes acid gelatin from pigskins and pig bones.<br />
In the bone-degreasing installation, pig bones are stripped of all fat. They are then<br />
further processed into ossein in the ‘acidulation’ and ‘liming’ units.<br />
PB Gelatins GmbH, based in Nienburg, Germany, and PB Gelatins UK, based in<br />
Treforest, Wales, processes the ossein from Vilvoorde into gelatin. In Nienburg, gelatin<br />
is also prepared from cattle hides and pigskins.<br />
In Argentina, PB Leiner Argentina, which is located close to Santa Fe, manufactures<br />
gelatin from cattle hide.<br />
PB Leiner USA in Davenport, Iowa, produces gelatin from pigskin.<br />
By-products of animal origin<br />
In France, Caillaud has 12 treatment units (4 carcass disposal plants and 8 plants for<br />
the valorisation of animal materials) and 28 collection centres.<br />
(*) In alphabetical order by business unit. You can find a complete overview of the group’s production units and<br />
sales offices on page 118
Food ingredients<br />
Also in France, PB Gelatins France in Fürdenheim, near Strasbourg, produces seasoning blends for the food<br />
sector.<br />
Trends and facts in 2003<br />
The Natural Organic Products division’s performance last year was in line with that in 2002. The lower figures<br />
for by-products of animal origin were offset by increased gelatin operations.<br />
PB Gelatins posted significantly better figures, due to the acquisition of two production units, one in the<br />
United States and the other in Argentina, in early 2003. They were both part of the gelatin division of Goodman-Fielder,<br />
an Australian company. The units in Davenport (US) and Santa Fe (Argentina) have a capacity of<br />
10,000 tonnes and 5,000 tonnes of gelatin respectively. The gelatin produced is used in the food and pharmaceutical<br />
industries. The plants in the USA and Argentina were rapidly incorporated into the group, and so<br />
immediately made a positive contribution to the results.<br />
With this takeover, <strong>Tessenderlo</strong> <strong>Group</strong> has strengthened its position as the third biggest supplier on the<br />
international market, with a 12% share of global production. Thanks to the factories in North and South<br />
America, PB Gelatins is now active on all world markets, and can meet the requirements of customers who<br />
need a worldwide supply of gelatin.<br />
In the wake of the BSE crisis in Europe, there has been increased demand for gelatin produced from pigskin.<br />
In order to be able to accommodate this increase, the capacity of pigskin gelatin production was reinforced<br />
on the Nienburg site in Germany in early 2003.<br />
Most gelatin markets also displayed positive growth trends in 2003:<br />
– The food gelatin market, which is not much affected by economic conditions, experienced slight growth,<br />
from 2 to 3%. It became more difficult to sell gelatin with low gelling properties (the so-called ‘Bloom<br />
value’) because of the ban on the use of cattle gelatin in the micro-encapsulation of vitamins for cattle<br />
feed;<br />
– Demand for hard capsules for medicines also underwent rapid growth in 2003. Here, there has been a<br />
clear move away from cattle-derived gelatin to gelatin obtained from other raw materials, mainly pigskins<br />
and pig bones;<br />
– Despite the increasing success of digital photography, the photographic market for PB Gelatins continued<br />
to display slight growth, particularly in the photographic paper sector;<br />
49
50<br />
– Sales of soft capsules, on the other hand, remained at the low levels seen in 2002.<br />
Soft capsules are mainly used to encapsulate food supplements, and in specific<br />
applications such as bath pearls and ‘paintballs’, and these markets are extremely<br />
sensitive to the economic climate.<br />
2003 was a very eventful year for raw materials used in the manufacture of gelatin.<br />
Prices of cattle hides were already under pressure in the first quarter. This is a consequence<br />
of the leather industry gradually moving out of Europe, resulting in higher<br />
prices. The price of pigskins and bones also rose in the fourth quarter.<br />
For Caillaud, the 2003 financial year was once more marked by ongoing changes in<br />
legislation, which had an impact on volumes and operating conditions. For instance,<br />
new hygiene rules were introduced for the collection and processing of animal byproducts.<br />
The consequences of reforms in European agricultural policy are also starting<br />
to affect developments in the stock-breeding sector.<br />
In France, government aid to rendering plants and abattoirs for processing their animal<br />
by-products is gradually being scaled back. These subsidies ceased entirely on<br />
1 January 2004. As a result, Caillaud was forced to increase its charges for services to<br />
abattoirs during the year.<br />
In the meantime, the French authorities appear to be scaling down the excessive<br />
health regulations. Nevertheless, there is still far more pressure on stock-breeding<br />
enterprises in France than in other European Union countries.<br />
Legislation on environmental protection is becoming stricter.<br />
All of this meant that Caillaud group’s 2003 results were significantly down on previous<br />
years. But the group has constantly endeavoured to adapt its operations in line<br />
with the new legislation, and by making the investment required for this purpose. In<br />
late spring, a new factory for the production of dry pet food started up in Javené. The<br />
Montcoutant production unit was closed at the end of 2003.
Strategy and prospects<br />
PB Gelatins’ sales of gelatin are expected to increase further in 2004, especially in the field of food gelatin<br />
and hard capsules.<br />
The ongoing low dollar-euro exchange rate will continue to have a limited impact. Both American companies<br />
produce mainly for their home market, so they are not affected by the weaker dollar.<br />
An isolated case of BSE (mad cow disease) came to light in North America towards the end of 2003, but this<br />
did not affect <strong>Tessenderlo</strong> <strong>Group</strong>’s gelatin operations in America. The unit in Davenport manufactures gelatin<br />
from pigskin, and the Santa Fe unit from cattle hides which, it is certain, cannot transmit BSE.<br />
Production of gelatin from pigskin in Nienburg, Germany, will also continue to increase in 2004 (see also<br />
‘Trends and facts in 2003’).<br />
In the meantime, the programme for tightening up hygiene standards has progressed further. As a result of<br />
training courses and investments, the rules in respect of risk analysis relating to food safety – the HACCP<br />
rules – have been applied even more rigorously.<br />
Since the takeover of the two American units, PB Gelatins can now claim to be a fully-fledged global operator<br />
of the gelatin market. It will continue to build on this role in the future. PB Gelatins is also endeavouring<br />
to improve its market competitiveness, by striving for even higher gelatin quality levels and by improving its<br />
sales service where possible.<br />
In 2004, Caillaud will continue its efforts to ensure strict compliance with regulations. These efforts are also<br />
aimed at developing the level of specialisation in its operations, in the field of safe processing of hazardous<br />
waste and in upgrading by-products from healthy animals.<br />
With a number of commercial initiatives, services to abattoirs and manufacturers of animal food derived from<br />
animal by-products will be further extended. In particular, Caillaud will ensure that production capacity is tailored<br />
to global trends in volumes handled, and that it is spread as effectively as possible over the various sectors<br />
in which the group is involved.<br />
This will entail total investments of 24.3 million EUR in 2004.<br />
51
PB Leiner Argentina<br />
Santa Fe<br />
ARGENTINA<br />
With the acquisition of PB Leiner USA and PB<br />
Leiner Argentina, <strong>Tessenderlo</strong> <strong>Group</strong> strengthens<br />
its position as third largest producer of gelatin<br />
worldwide. The group accounts for 12 percent of<br />
the world gelatin production.<br />
4
54<br />
Employment<br />
At the end of 2003, staff numbers at <strong>Tessenderlo</strong> <strong>Group</strong> had increased to 8,244.<br />
In spite of the Focus restructuring programme affecting the units in Limburg, involving<br />
a loss of jobs in <strong>Tessenderlo</strong> Chemie and LVM during the year, the group’s total<br />
headcount increased by 310.<br />
As in previous years, the Plastics Converting division accounted for some of this<br />
increase. The impact of the closure of Dyka BV in Goor (the Netherlands) was more<br />
than offset by the expansion in business, especially at Fairbrook in the UK.<br />
However, the gelatin activity recorded the highest increase in personnel. This was<br />
entirely due to the takeover of production units in the US and Argentina in early<br />
2003.<br />
Social relations<br />
Negotiations on a number of Collective Labour Agreements (CLAs) were held in<br />
Belgium during the year.<br />
In the foreign subsidiaries, extensions to the existing CLAs were negotiated without<br />
any major problems. In late 2003, early 2004, another five-year agreement was negotiated<br />
at PB Leiner USA, thus successfully rounding off the integration process following<br />
the acquisition.<br />
Human Resources Policy<br />
Investment in staff training, both at technical level and in management and leadership<br />
skills, continued unabated in 2003.<br />
Focus is increasingly put on non-statutory benefits such as pensions and insurances.<br />
A start was made on implementing the SAP-HR module in the Belgian units of<br />
<strong>Tessenderlo</strong> Chemie and LVM. The fact that information is more easily accessible<br />
should mean more effective personnel policy in the long run.<br />
HUMAN RESOURCES
Employment per division Employment per country<br />
3000<br />
2500<br />
2000<br />
1500<br />
1000<br />
500<br />
0<br />
10000<br />
8000<br />
6000<br />
4000<br />
2000<br />
0<br />
2761<br />
Plastics Converting<br />
1853<br />
Natural Organic<br />
Products<br />
1816<br />
Inorganic Chemicals<br />
997<br />
796<br />
94 95 96 97 98 99 00 01 02 03<br />
Abroad<br />
Belgium<br />
Sales (millions EUR)<br />
Fine Chemicals<br />
PVC & Compounds<br />
Evolution of the consolidated<br />
data Belgium and abroad for<br />
the employment and sales*<br />
*Since 2003 the sales offices have been<br />
consolidated<br />
1972<br />
2186<br />
5975<br />
2000<br />
1500<br />
1000<br />
3000<br />
2500<br />
2000<br />
1500<br />
1000<br />
500<br />
Capital increase reserved for staff<br />
For the fifteenth consecutive year, <strong>Tessenderlo</strong> <strong>Group</strong> made a<br />
capital increase reserved exclusively for group employees in 2003.<br />
The new shares were offered at a 20% discount. The take-up rate<br />
was more than 92%. Compared with 2002, the number of shares<br />
increased by 35%, while there was little change in the number of<br />
employees participating.<br />
0<br />
2628<br />
2163<br />
1344<br />
604<br />
560<br />
370<br />
252<br />
122<br />
101<br />
79<br />
France<br />
Belgium<br />
United Kingdom<br />
North America<br />
Netherlands<br />
Italy<br />
South America<br />
Others<br />
Germany<br />
China<br />
55
56<br />
ENVIRONMENT AND SAFETY<br />
Sustainable enterprise with care for human beings and<br />
the environment<br />
Manufacturing in a way that bears responsibility for the environment, the safety and<br />
health of employees and the general population is a fundamental condition for all of<br />
<strong>Tessenderlo</strong> <strong>Group</strong>’s industrial activities.<br />
<strong>Tessenderlo</strong> <strong>Group</strong> subscribes to the ‘Responsible Care’ obligation the chemical industry<br />
has assumed throughout the world to deal responsibly and carefully with the<br />
environment, safety and health. Within the parameters of this ‘sustainable enterprise’<br />
principle, the group undertakes to do everything necessary in order to:<br />
– Further reduce the impact of its activities on environment and health;<br />
– Guarantee the safety and health of employees, suppliers and local residents;<br />
– Strictly observe the legal guidelines, and where possible take additional measures;<br />
– Strive to achieve further waste reduction, and process the waste in accordance<br />
with legal standards and in a safe and environmentally-friendly manner;<br />
– Use natural resources and energy as efficiently as possible;<br />
– Conduct an open and honest dialogue with the government and other involved<br />
parties.<br />
Thus, <strong>Tessenderlo</strong> <strong>Group</strong> works in accordance with the ‘Best Available Techniques’<br />
principle. Thanks to constant consultation between the environment department,<br />
the laboratories and the production and maintenance departments, the production<br />
processes are constantly adapted to the latest technological knowledge. Each year<br />
the group allocates substantial resources for this purpose.<br />
However, the development of environmentally-friendly and sustainable techniques,<br />
and the optimisation of the installations, are only feasible if each employee is closely<br />
involved in the environmental policy. <strong>Tessenderlo</strong> <strong>Group</strong> therefore also invests in targeted<br />
training programmes for its employees, so that the ‘Best Available Techniques’<br />
are carefully used on a day-to-day basis.<br />
<strong>Tessenderlo</strong> <strong>Group</strong> is also aware of the social role that it has to fulfil, and is therefore<br />
undertaking a variety of initiatives in relation to the local community in the areas<br />
around the different branches. <strong>Tessenderlo</strong> <strong>Group</strong> considers it important to develop<br />
good cooperation with educational institutions. Numerous visits to <strong>Tessenderlo</strong><br />
Chemie in <strong>Tessenderlo</strong> and Ham (Belgium) take place every year. In many cases, the<br />
visitors are students from schools in the surrounding area. A visit gives them the opportunity<br />
to get to know the world of chemistry and its wide-ranging applications in<br />
everyday life, and also the group’s efforts in the area of the environment. Overall,
75 groups visited the units in West Limburg between 2000 and 2003. <strong>Tessenderlo</strong> Chemie employees also sit<br />
on local education advisory committees, in order to promote collaboration between educational institutions<br />
and the business community.<br />
<strong>Tessenderlo</strong> <strong>Group</strong> is also actively involved in the ‘Chemistry and Youth’ project run by Fedichem, the Federation<br />
of the Belgian Chemical Industries. As part of this project, some twenty company employees visit schools<br />
to provide students with information on day-to-day life and employment opportunities in the company. A total<br />
of 32 lectures were given in 2003.<br />
In addition, <strong>Tessenderlo</strong> Chemie supports a variety of charitable and cultural initiatives in the local community.<br />
In its support of sports clubs, it attaches particular importance to the commitment these clubs show to young<br />
people.<br />
Environmental protection: a matter of ongoing efforts (*)<br />
In the last 10 years, <strong>Tessenderlo</strong> <strong>Group</strong> has invested more than 160 million EUR in environmental projects in<br />
the various units. Thanks to these investments, the treatment processes were further optimised. This led to<br />
a significant improvement in waste water quality, and a constant reduction in atmospheric emissions. Major<br />
advances have also been made in the areas of soil and noise pollution. In addition, solid waste is being<br />
removed in an ecologically responsible manner.<br />
After sharply curtailing channeled atmospheric emissions over the past few decades, attention has increasingly<br />
focused on non-channelled emissions in recent years. Fugitive emissions at Limburgse Vinyl Maatschappij<br />
(LVM) were further reduced through effective measurement and a targeted maintenance programme.<br />
The pollutants that are present in water are largely removed by the treatment methods applied. At the<br />
<strong>Tessenderlo</strong> <strong>Group</strong> companies in West Limburg, the effluent quality remains comparable to that of seawater,<br />
due to the presence of salts. But even here there have been favourable reports in recent years, to the effect<br />
that the impact of the salt discharges on the quality of the river water remains limited. Experts from the University<br />
of Antwerp have done extensive research on the fish stocks in the Nete River. This demonstrates that<br />
(*) The results of <strong>Tessenderlo</strong> <strong>Group</strong>’s environmental efforts in West Limburg are set forth in detail in our environment report, which is published<br />
on a regular basis, and which can also be consulted on our website: www.tessenderlogroup.com. Visitors to the site will also find tables and<br />
graphs of the most recent environmental measurements.<br />
57
58<br />
the discharge of these salty effluents has no impact on the fish population in the<br />
Nete. Both above and below the mouth of the Laak – which carries the salty water<br />
into the Nete – one finds equal numbers of healthy freshwater fish.<br />
In collaboration with the government and external experts, a number of soil clean-up<br />
projects are under way in <strong>Tessenderlo</strong> and Ham (Belgium). Clean-up measures are currently<br />
being implemented at the <strong>Tessenderlo</strong> Chemie site in Ham.<br />
The PVC and Plastics Converting divisions constantly strive to inform the public and<br />
the media about PVC’s favourable environmental aspects. In 1995, <strong>Tessenderlo</strong> <strong>Group</strong><br />
signed the ‘Voluntary Charter’ for the production of VCM and suspension PVC. Under<br />
this charter, the participating companies undertake that, in all production activities,<br />
they will observe environmental standards, which are stricter than the locally or nationally<br />
applicable regulations.<br />
In accordance with the charter, <strong>Tessenderlo</strong> <strong>Group</strong> subscribed to the so-called ‘Voluntary<br />
Commitment’ in March 2000. This involves all parties involved in the PVC chain:<br />
producers of PVC, plasticisers and stabilisers, and PVC converters. The ‘Voluntary<br />
Commitment’ contains formal and verifiable objectives relating to the entire PVC life<br />
cycle. In October 2001, the original ‘Voluntary Commitment’ was improved following<br />
consultation with the European Commission. This resulted in the publication of ‘Vinyl<br />
2010’. <strong>Tessenderlo</strong> <strong>Group</strong> is helping to realise the objectives by financing ‘Vinyl 2010’<br />
projects, such as the recycling of post-use PVC. The group is also actively involved in<br />
setting up national collection and recycling systems for PVC waste.<br />
Following the publication of its Green Paper on ‘Environmental Issues of PVC’ in<br />
2000, the European Commission has yet to take an official stance. The PVC industry<br />
sees the ‘Voluntary Commitment’ (Vinyl 2010) as the most feasible answer to the<br />
questions posed in the Green Paper, and anticipates that this will be confirmed by the<br />
Commission.
COD* Concentration in mg/l,<br />
annual average TCT/LVM<br />
effluent<br />
200<br />
150<br />
100<br />
50<br />
0<br />
94 95 96 97 98 99 00 01 02 03<br />
* COD: Chemical Oxygen Demand<br />
Facts in 2003<br />
35<br />
Nitrogen Concentration in<br />
mg/l, TCT/LVM effluent<br />
94 95 96 97 98 99 00 01 02 03<br />
In late December, the Flemish Minister of the Environment, granted <strong>Tessenderlo</strong> Chemie an environmental<br />
and discharge permit:<br />
– The environmental permit means that a start can be made on constructing the new Ely III electrolysis unit<br />
in <strong>Tessenderlo</strong>. The unit will manufacture chlorine using advanced membrane technology, which has many<br />
environmental benefits. For instance, it does not use mercury cells, and consumes less electricity. Three<br />
quarters of the total chlorine production in <strong>Tessenderlo</strong> will be switched to this new technology. The new<br />
unit will also mean improvements in terms of safety and mobility. For instance, supplies of salt for Ely III<br />
will not be transported by lorry between Ham and <strong>Tessenderlo</strong>, but by a pipeline;<br />
– <strong>Tessenderlo</strong> Chemie’s discharge permit has been updated. It stipulates that the basic quality for fresh surface<br />
water in the Laak and the Winterbeek must be achieved by 2011 at the latest. An in-depth study will<br />
examine all possible scenarios (See also ‘Prospects and strategy’).<br />
In 2003, it was ascertained that the banks of the Laak and the Winterbeek had been polluted as a result of<br />
earlier discharges, between 1920 and 1986, for which <strong>Tessenderlo</strong> Chemie complied with the discharge standards.<br />
A solution is to be found in consultation with the government.<br />
24<br />
18<br />
12<br />
6<br />
0<br />
6<br />
59
60<br />
The Environmental Inspection department of Aminal, the Flemish environmental<br />
agency, carried out an investigation into the possibility of reducing industrial waste<br />
water at <strong>Tessenderlo</strong> Chemie in Ham (TCH), along with a potential reduction in salt<br />
discharges. The study concluded that:<br />
– The processing at TCH has already been improved to such an extent that water<br />
consumption has been cut to a minimum;<br />
– A further reduction in discharges is technically possible, but this is not economically<br />
viable.<br />
In 2003, a preparatory soil survey was undertaken for LVM, the aim being to obtain<br />
an accurate picture of the present situation with regard to soil and groundwater pollution,<br />
and to prepare potential clean-up measures.<br />
Together with the University of Ghent, LVM is working on a project for using new<br />
environmentally-friendly technology in cleaning up soil and water with the help of<br />
bacteria. Investigators from the university succeeded in isolating a bacterium in soil<br />
samples that rapidly breaks down the dichloroethane in the presence of oxygen, without<br />
producing any undesirable by-products. The practical feasibility of this discovery is<br />
being further examined along with the Flemish Waste Company (OVAM).<br />
In October 2003, PB Gelatins in Vilvoorde decided to invest more than a million euro<br />
in order to further reduce the odour nuisance affecting those living in the vicinity. This<br />
decision followed a study by the Flemish Institute for Technological Research (VITO)<br />
commissioned by Aminal’s Environmental Inspection department. The investment will<br />
principally involve covering the extraction hoods in the waste purification station, extending<br />
the extraction installations and treating of the exhaust air. All these measures<br />
will be finalised by the middle of 2004.<br />
As far as the PVC division is concerned, the publication of the third progress report<br />
in April 2003 is an essential part of the PVC industry’s ‘Voluntary Commitment’. The<br />
report details the progress with regard to the proposed goals and projects. Independent<br />
verification by Det Norske Veritas (DNV) will boost confidence among the parties<br />
involved. It demonstrates that the PVC industry intends to cooperate openly with all<br />
parties concerned.
Focus on energy at <strong>Tessenderlo</strong> <strong>Group</strong><br />
The recent developments in European legislation on energy have not gone unnoticed at <strong>Tessenderlo</strong> <strong>Group</strong>,<br />
especially with regard to the implementation of the policy on climate change as of 2005 (EU directive for<br />
greenhouse gas emission allowance trading) and the step-by-step liberalisation of the gas and electricity<br />
markets (since the year 2000).<br />
<strong>Tessenderlo</strong> <strong>Group</strong> has had an effective energy-reduction policy in place at its various production sites for a<br />
number of years. This policy is primarily focused on two areas: using the absolute minimum amount of<br />
energy in manufacturing processes with the use of Best Available Technology and aggressively procuring<br />
energy in the newly-opened markets.<br />
Energy consumption<br />
Various <strong>Tessenderlo</strong> <strong>Group</strong> divisions consume large quantities of energy. The largest consumers within the<br />
group are located in Belgium.<br />
In the electrolysis units, especially those in <strong>Tessenderlo</strong>, electrical energy is used in the production of chlorine<br />
and caustic soda.<br />
The most significant use of fossil fuels involves consumption of natural gas at Limburgse Vinyl Maatschappij<br />
(LVM), and fuel oil consumption in sulphate production.<br />
The fine chemicals division and LVM also use considerable quantities of steam for distillation processes.<br />
In view of the substantial quantity of energy and the corresponding production costs that are involved, an<br />
active policy of energy savings has been initiated wherever feasible.<br />
Heat is recycled in a number of different processes, either directly through product integration or through the<br />
exchange of steam.<br />
In sites where there is surplus steam – <strong>Tessenderlo</strong> Chemie Ham, for instance – this is converted into electricity.<br />
Where the local steam consumption profile permits, co-generation of steam and electricity is used (at SAV in<br />
France, for example).<br />
The Pieve Vergonte site in Italy generates its own electricity with its recently upgraded hydro-electric power<br />
stations.<br />
61
62<br />
Energy and climate policy<br />
The Flemish production sites of <strong>Tessenderlo</strong> <strong>Group</strong> have signed an energy efficiency<br />
benchmarking covenant in September 2003. These units account for the overwhelming<br />
majority of energy consumption.<br />
Under this covenant, these sites have committed themselves to being among the<br />
world-wide leaders in economical energy consumption, at the latest by 2012.<br />
The energy consumption of these sites is monitored by external benchmarking studies<br />
and independent audits. The government will use these controlled studies as a basis<br />
for implementation of the climate policy, such as allocation of CO 2 emission rights<br />
and energy duties. This will determine the industry’s economic potential for CO 2 savings,<br />
and will distribute the burdens equally. It will allow the utilisation of existing<br />
energy-efficient production capacity and for energy-efficient expansion of industry.<br />
In 2003, external auditors carried out energy studies in the different <strong>Tessenderlo</strong><br />
<strong>Group</strong> production units in Flanders.<br />
These studies were submitted to the verification bureau and several have now been<br />
approved. They form the basis for an energy efficiency plan, which will document<br />
the actions to be undertaken by the various sites, to become or remain a worldwide<br />
leader at the latest by 2012.<br />
As a consequence, <strong>Tessenderlo</strong> <strong>Group</strong> has a very clear view of its current energy profile,<br />
as well as the path that will be followed in the near future.<br />
The recent decision for building a new electrolysis unit in <strong>Tessenderlo</strong>, based on membrane<br />
technology (ELY III) will contribute to realising the energy policy of <strong>Tessenderlo</strong><br />
<strong>Group</strong>.<br />
Energy procurement<br />
As a result of the phased liberalisation in the various member states of the European<br />
Union, <strong>Tessenderlo</strong> <strong>Group</strong> will purchase more than 90% of its electricity and gas on<br />
the open market in 2004. <strong>Tessenderlo</strong> <strong>Group</strong> will be managing these purchases<br />
locally, with centralised support.
Belgium, and also Italy, still form a relatively protected price zone with regard to electricity, due to the limited<br />
competition possibilities. It is therefore difficult to view the present situation as a genuine single European<br />
market.<br />
<strong>Tessenderlo</strong> <strong>Group</strong> would like the regulators to oversee an improvement in the way the market operates. In<br />
Belgium, governments were called upon for allocating the additional costs of their energy policy even and<br />
fairly among the various market operators.<br />
Prospects and strategy<br />
<strong>Tessenderlo</strong> <strong>Group</strong> strives to limit the impact of its activities on the environment as much as possible, and<br />
does indeed go further than the law requires in this respect. Great efforts will also be made in the future to<br />
adapt the installations to the current state of technology, and to reduce atmospheric emissions and effluent<br />
discharges to the feasible minima.<br />
For instance, a study will be carried out into discharges in 2004, in accordance with the discharge permit<br />
approved in late December 2003. This study will be broadly based and will consider the various discharge<br />
scenarios, ranging from solutions within the production process to the impact of alternative discharges. The<br />
study may form the basis for a lasting solution to the problem of salt discharges. The study will be finalised<br />
by the end of 2004, so that measures can be implemented by 2011.<br />
As concerns the pollution along the banks of the Laak and the Winterbeek, which was largely the result of<br />
historical discharges, <strong>Tessenderlo</strong> Chemie is prepared to cooperate in further soil and groundwater surveys. In<br />
recent years, <strong>Tessenderlo</strong> Chemie has shown on numerous occasions that it is prepared to assume its responsibilities<br />
in respect of the environment, and also wishes to cooperate in cleaning up some of the industrial<br />
damage from the past.<br />
At LVM, attention will focus on further reducing fugitive emissions, and clean-up measures relating to soil<br />
and groundwater pollution will be prepared.<br />
Finally, with regard to PVC, <strong>Tessenderlo</strong> <strong>Group</strong> will continue, together with the PVC industry, to work towards<br />
realising the objectives laid down in the ‘Voluntary Commitment’. The annual progress reports are evidence<br />
of this. The PVC industry is thus endeavouring to give the European Union a clear signal in relation to its<br />
efforts in the field of sustainable development.<br />
63
64<br />
Safety<br />
Recent achievements and ongoing efforts<br />
Since 1997, the safety policy for <strong>Tessenderlo</strong> <strong>Group</strong>’s Belgian sites has been reworked<br />
into a structured and dynamic safety management system, which also aims to further<br />
reduce the number of accidents and incidents in coming years.<br />
All accidents can be prevented. That is why not only accidents involving lost working<br />
days are systematically studied, but also all incidents and treatments are analysed, so<br />
that the necessary prevention measures can be taken. Wherever necessary, the lessons<br />
learned are communicated to the sister companies. At each site, the reporting of<br />
near-accidents is also encouraged. After all, that is a key element for a ‘learning organisation’.<br />
In the table on the facing page you will find statistics on the accidents in<br />
the group’s Belgian establishments.<br />
Each company has an annual safety action plan, which is deduced from a five-year<br />
Global Prevention Plan, and supplemented with improvement actions for controlling<br />
specific risks.<br />
A European ‘Seveso’ directive aimed at protecting human beings and the environment<br />
against the consequences of incidents involving hazardous substances is in<br />
effect in a number of <strong>Tessenderlo</strong> <strong>Group</strong> companies. In practice, additional requirements<br />
have been laid down for safety reports and the safety management system.<br />
The supervisory authorities perform regular audits, and frequently inspect and verify<br />
installations and safety measures. The dynamic approach to safety within these group<br />
companies is positively evaluated.<br />
In the event of an incident, all employees must know what action to take. With that<br />
objective in mind, annual exercises are held to test readiness. Sometimes the exercises<br />
are held in collaboration with external emergency services. The training and education<br />
programmes are – just like the resources provided for the intervention teams – tailored<br />
to the specific accident scenarios of each plant.<br />
The Belgian <strong>Tessenderlo</strong> <strong>Group</strong> sites have also signed a cooperation agreement with<br />
the government project ‘Belintra’. This is a Belgian structured system for assistance<br />
from the chemical sector in the event of accidents involving the transport of hazardous<br />
products. <strong>Tessenderlo</strong> Chemie cooperates with the official emergency services,<br />
and if necessary provides specialised personnel and equipment.<br />
Photo M. Dalemans
Frequency Rate of Work<br />
Accidents in Belgium<br />
36<br />
27<br />
18<br />
9<br />
0<br />
11.01<br />
8.86<br />
TC <strong>Tessenderlo</strong><br />
2002<br />
2003<br />
33.79<br />
24.84<br />
TC Ham<br />
At the West Limburg platforms, a control and prevention system is in place to prevent road accidents.<br />
Hauliers are subjected to systematic checks relating to possible infringements of European legislation in<br />
the area of the transport of hazardous goods by road (so-called ‘ADR legislation’). <strong>Tessenderlo</strong> Chemie also<br />
provides ADR training programmes for both its own employees and external workers.<br />
Facts in 2003<br />
14.45<br />
8.01<br />
LVM<br />
36.30<br />
10.26<br />
TC Vilvoorde<br />
Thanks to its strict prevention measures, <strong>Tessenderlo</strong> <strong>Group</strong> was once again spared from any serious accidents<br />
in 2003. There was a sharp fall in the frequency of industrial accidents causing stoppage at all the<br />
Belgian sites (see graph).<br />
Nor were there any major losses. In 2003, significant efforts were undertaken to increase the safety levels in<br />
the various <strong>Tessenderlo</strong> <strong>Group</strong> units.<br />
The leaders of the internal intervention teams of the ‘Seveso’ companies – TCT and LVM – were given special<br />
training in industrial fire prevention.<br />
The rate of breaches of the ADR regulations by hauliers was 2.76%, which means that <strong>Tessenderlo</strong> Chemie’s<br />
performance is better than the national average.<br />
65
66<br />
RESEARCH AND DEVELOPMENT<br />
The total research and development budget, including the salaries of some 300 employees,<br />
is almost 27.4 million EUR. Targeted investments guarantee modern, wellequipped<br />
laboratories and pilot laboratories, enabling <strong>Tessenderlo</strong> <strong>Group</strong> to manage<br />
its future direction independently.<br />
The research undertaken within <strong>Tessenderlo</strong> <strong>Group</strong> is largely directed from the research<br />
laboratories in <strong>Tessenderlo</strong> (B). There, around 140 people work on continuous<br />
optimisation of the existing processes, in order to reinforce the group’s market position.<br />
In addition, a number of new processes are being studied for the production of new<br />
derivatives for the group, which are complementary to the existing range. This work is<br />
carried out in collaboration with smaller research groups located abroad, primarily in<br />
Great Britain, France and Italy.<br />
The largest share of the budget is devoted to highly pragmatic applied research, and<br />
to technical assistance to the sales and production departments. With that objective<br />
in mind, <strong>Tessenderlo</strong> <strong>Group</strong> possesses a number of pilot laboratories, which can<br />
quickly and flexibly produce sizeable quantities of new products. By quickly moving<br />
beyond the phase of laboratory research and offering commercial quantities, we can<br />
respond very effectively to market demands.<br />
Basic research is conducted largely in co-operation with universities and research<br />
centres at home and abroad. This work on new technologies will, over the medium<br />
term, augment the range of techniques at the group’s disposal. This research focuses<br />
on hydrogenation, gas phase reactions and enzymatic reactions. These technologies<br />
will permit <strong>Tessenderlo</strong> <strong>Group</strong> to further evolve in the direction of end products with a<br />
higher added value. Further basic research into the nature and stability of the suspension<br />
during the polymerisation of PVC should allow PVC production to be more effectively<br />
managed and greater consistency to be achieved.<br />
The following were points of special consideration within the various divisions in<br />
2003:
R&D Expenditures in 2003<br />
27,4 millions EUR<br />
40<br />
30<br />
20<br />
10<br />
0<br />
36%<br />
Fine Chemicals<br />
33%<br />
PVC & Plastics Converting<br />
22%<br />
Inorganic Chemicals<br />
9%<br />
Natural Organic Products<br />
Inorganic Chemicals<br />
In order to minimise variations in production quality, the research team, together with the quality control<br />
unit, has introduced an on-line system of statistical process control in all the inorganic divisions of the West<br />
Limburg platforms. In the long run, this will increase operational safety and help reduce production costs. It<br />
will also contribute towards the consolidation of inorganic operations in this area.<br />
Ongoing targeted research into phosphates for livestock feed that is more easily digestible (‘bio-availability’)<br />
should enable <strong>Tessenderlo</strong> <strong>Group</strong> to meet increasingly stringent customer requirements.<br />
A new process for manufacturing ferric chloride – using alternative, cheaper raw materials – has been<br />
finalised in the pilot laboratory. This will entail investment in one of the subsidiaries in 2004.<br />
67
68<br />
Fine Chemicals<br />
In 2003, major efforts were focused on improving the quality of chlorinated toluene<br />
derivatives in the UK and tailoring products more closely to market requirements. This<br />
has a dual advantage. Firstly, a number of customers can be served direct from the<br />
subsidiary in Widnes (England). Secondly, the new benzyl alcohol unit in Widnes,<br />
which came on line in early 2004, can rely on supplies of the best possible raw material<br />
precursor from the Widnes site. This operation progressed very quickly thanks to<br />
research and production being closely coordinated. At the same time, a feasibility<br />
study was undertaken to ascertain whether a number of other smaller-volume chlorinated<br />
products with higher added value, could be manufactured in the existing<br />
Widnes unit. Some of these will be produced as early as 2004.<br />
A less common method for producing benzaldehyde from chlorinated intermediaries<br />
made the product range more balanced, gearing it more effectively to market conditions.<br />
This immediately opened up the possibility of manufacturing a new series of<br />
acid chlorides, without the need for major investment. The quality of the benzaldehyde<br />
in the UK is more in line with that from <strong>Tessenderlo</strong>, providing opportunities for<br />
UK customers to be supplied direct from Widnes.<br />
A new hydrodehalogenation unit, the technique for which was developed in the laboratory,<br />
was successfully launched in Italy. The research team firmly believes that the<br />
equipment's output can be further boosted. This will allow a number of waste<br />
streams to be processed in an ecologically sound manner, which will also result in<br />
reduced consumption of raw materials. The same technique is also being used to<br />
achieve the best possible balance between chlorinated products and market demand.<br />
In addition, work continued on developing a number of aromatic substances in 2003.<br />
Pilot production of these will start in 2004. It should be possible for these high-grade<br />
perfume additives to be produced on an industrial scale in the near future.<br />
In 2003, a number of new active ingredients, or their intermediates, were once again<br />
brought into production in the pharmaceutical subsidiaries Farchemia (Italy) and<br />
Calaire Chimie (France). Some of these are being developed in-house, whilst others<br />
are being entrusted to <strong>Tessenderlo</strong> <strong>Group</strong> by the pharmaceutical companies. Minor<br />
adjustments resulted in more efficient processes or higher output.<br />
Finally, the division's pilot installations were extended last year, in order to increase<br />
their scope of application.
Natural Organic Products<br />
New formulae have been developed in food applications, especially in the field of speciality gelatins. These<br />
have been offered to a number of customers for further development of market-ready products.<br />
Tests have been started on specific cosmetic applications.<br />
The first phase of the laboratory trials relating to the use of less traditional raw materials for gelatin has been<br />
finalised.<br />
Initial production tests relating to an alternative formula for the manufacture of hydrolysates were carried out<br />
at the Nienburg production unit. Along with a number of refinements to existing production and applications<br />
formulae, this should result in quality which fulfils the high requirements in terms of optical and organoleptic<br />
properties. The first exchange of know-how with PB Leiner USA, the American subsidiary, concerning production<br />
of hydrolysates is already starting to bear fruit.<br />
Development of hydrolysates for pharmaceutical applications (plasma expander) has been put into production<br />
following a series of pilot tests. Customers can now proceed with certification of their end product. This<br />
called for the development of new methods of analysis. In addition, the quality and research team provided<br />
the production and sales department with the requisite support and technical advice. This was essential to be<br />
able to take advantage of the permanent changes in the field of quality requirements and legislation.<br />
2003 was marked by the further introduction of new gelatin qualities to a European producer of photographic<br />
materials. The gelatin manufactured by PB Gelatins was also successfully used in paper for the<br />
newest inkjet printers.<br />
The gelatin division is also focusing attention on the quality standards for by-products such as fat and bone<br />
meal. By optimising some production parameters, market outlets were safeguarded and even extended.<br />
PVC and Compounds<br />
In the past year, productivity in the PVC units increased considerably, without any additional investment. Production<br />
costs were reduced by using new, more efficient, cheaper polymerisation additives. Close collaboration<br />
between the various research and production teams resulted in productivity increasing by almost 10%<br />
and the additive costs for each kilogram of PVC being reduced.<br />
All of this was only possible as a result of thorough preparatory work in the pilot installations and support in<br />
the labs for practical research and product development, during both preparation and implementation. Consistent<br />
product quality was a crucial concern in this.<br />
69
70<br />
A significant improvement in respect of environmental and safety aspects was<br />
achieved by means of the phased introduction of new techniques for reactors and use<br />
of a more efficient polymerisation killer.<br />
The amalgamation of the fundamental and applied research departments should result<br />
in scientific acumen and practical knowledge being more readily available.<br />
Centralising the PVC compound operations has inevitably had consequences for the<br />
research team. The emphasis has been on technical support to a broader range of<br />
customers, with more product types. The training of new sales staff was given top priority.<br />
Major achievements included coated fabrics and sealant profiles for frames<br />
(Marvylex ® compounds with rubber-like properties).<br />
The number of car models using <strong>Tessenderlo</strong> <strong>Group</strong>’s PVC dashboard compound continues<br />
to increase. Sales of Marvyflo ® increased for the fourth consecutive year. This<br />
was mainly due to new car models being launched. Colours that are light, critical and<br />
difficult to produce are gaining in popularity, which calls for developing better colourings.<br />
These developments, which occurred in close collaboration with car manufacturers,<br />
were in line with customer requirements. They are intended to continue to push back<br />
the frontiers for the use of PVC in car interiors.<br />
Plastics Converting<br />
The collaboration between PVC operations and the subsidiaries involved in plastics<br />
converting should, in the long term, mean a better understanding of the conversion<br />
techniques and the development of formulae with more potential applications.<br />
The PVC industry has committed itself to a voluntary undertaking to phase out lead in<br />
PVC mixtures. Against this backdrop, new stabilisers for PVC in formulae for frame<br />
profiles, tubes and seals were tested for properties and conversion potential. Industrial<br />
tests will optimise the usability of these products.
Control laboratories and quality<br />
Targeted research helps guarantee that <strong>Tessenderlo</strong> <strong>Group</strong> remains strong. Modern, well-equipped and efficient<br />
control laboratories are an indispensable tool in this effort. During the past year, work continued in the<br />
central control laboratory on introducing so-called ‘Good Laboratory Practices’ (GLP) and the ISO 9001 –<br />
2000 quality standards.<br />
Prompt cross-border communication between the various control laboratories remains an indispensable part<br />
of this effort.<br />
In 2003, the control laboratories concentrated their efforts on increasing efficiency. The Laboratorium Informatica<br />
Managementsysteem (LIMS information system), which had already been introduced in the environmental<br />
control laboratory and meant another major step towards increased efficiency and quality, will now<br />
also be used for production analysis and analyses for the subsidiaries. At the same time, further automation<br />
was achieved by linking up analytical devices to LIMS, so that it is now possible for a range of devices to<br />
transfer results automatically.<br />
In early 2003, <strong>Tessenderlo</strong> <strong>Group</strong>’s environmental control laboratory was awarded ISO 17025 certification by<br />
Beltest for the implementation of emission measurements. This means international recognition of the<br />
group’s technical competence. This quality system will be expanded to cover water analysis.<br />
In addition, the environmental control laboratory’s methods for measuring water and emissions have been<br />
approved under the VLAREM legislation; this applies to all subsidiaries that are required to comply with this<br />
legislation.<br />
During the past year, the quality department assisted several departments in developing, implementing or<br />
maintaining a quality management system based on the internationally recognised EN-ISO 29 000 standard,<br />
and in obtaining the required product certification. All current systems were adapted in line with the new ISO<br />
9001 – 2000 standards before the cut-off date of 15 December 2003. As required by the standard, all research<br />
and development operations were included in the quality management systems.<br />
The integration of ‘Good Manufacturing Practices’ (GMP) into our quality systems and the implementation of<br />
risk analyses relating to food safety (HACCP) offer further quality guarantees, which are highly appreciated by<br />
customers.<br />
At PB Gelatins, the EDQM certificates – which are indispensable for pharmaceutical gelatins – were updated.<br />
Steps were taken to also achieve this for the subsidiaries in North and South America that were taken over<br />
during 2003.<br />
71
72<br />
Transparent management<br />
CORPORATE GOVERNANCE<br />
In compliance with the recommendations of the BSX market authorities and the<br />
Belgian Corporate Governance Commission, <strong>Tessenderlo</strong> <strong>Group</strong> seeks to optimise the<br />
administration and management of its operations in accordance with the principles of<br />
´corporate governance´. These entail that a company be managed in an ethically<br />
responsible manner. This is a fundamental condition for optimal use of the financial<br />
resources, which the shareholders furnish to the company.<br />
Establishing rules for organisation and functioning makes the decision-making<br />
process within the Board of Directors and the various committees more transparent.<br />
At the same time, this ensures that the interests of the shareholders, and those of all<br />
parties who, directly or indirectly, are involved with the company – the so-called<br />
´stakeholders´ – are taken into account.<br />
Meeting this objective is also a matter of the inherent quality of the information provided,<br />
which is considered an essential element of the corporate communication.<br />
Based on the financial agenda, which is presented at each annual General Meeting,<br />
the consolidated financial results, together with an activity report from the group´s<br />
various divisions, are distributed in the form of a press release. This is simultaneously<br />
published on the <strong>Tessenderlo</strong> <strong>Group</strong> website: www.tessenderlogroup.com.<br />
The annual reports of the General Meeting are sent to all shareholders holding registered<br />
shares, as well as to all investors and other interested parties. The annual<br />
reports can also be consulted on the website: www.tessenderlogroup.com.<br />
Remuneration policy for the members of the Board of Directors and the<br />
Management Committee<br />
The remuneration of the members of the Board of Directors consists mainly of fees,<br />
which have been unchanged for each board member since the year 2000. For the<br />
2003 financial year, fees amount to a total of 506,416 EUR. No loans or guarantees<br />
have been granted to any board members by any group companies.<br />
The remuneration of the members of the Management Committee consists of both a<br />
fixed element and a variable element, which is dependent either on the results of the<br />
group or on individual performance, and on average this can represent 20% of the<br />
fixed remuneration. These directors also participate in a stock option scheme. Within<br />
this framework, a total of 19,400 warrants, each entitling the holder to subscribe for
one new share, have been granted to the members of the Management Committee in 2003. All of these<br />
elements have been approved by the Remuneration Committee.<br />
The Board of Directors<br />
In accordance with article 15 of the company´s articles of association, the Board of Directors must be made<br />
up of a minimum of three members who are appointed by the General Meeting of Shareholders. They serve<br />
a six-year term of office.<br />
The composition of the Board of Directors<br />
The <strong>Tessenderlo</strong> <strong>Group</strong> Board of Directors is composed as follows (situation at the end of December 2003):<br />
– Chairman, executive director: Gérard Marchand (appointment ends June 2004)<br />
– Non-executive directors, representatives of the main shareholder:<br />
• Pierre-Louis Boutonnat (appointment ends June 2007);<br />
• Pierre-François Couture (appointment ends June 2006);<br />
• Claude Niedergang (appointment ends June 2007).<br />
– Independent non-executive directors<br />
• Valère Croes (appointment ends June 2009);<br />
• Paul de Meester (appointment ends June 2007);<br />
• Thierry Piessevaux (appointment ends June 2007);<br />
• Karel Pinxten (appointment ends June 2007);<br />
• Bernard Pache (appointment ends June 2007);<br />
• Marc Lambrechts († August 2003).<br />
The Board of Directors is supported by the Secretary General, Adrien Carton de Wiart.<br />
The position of statutory auditor is fulfilled by Klynveld Peat Marwick Goerdeler (KPMG), represented by Ludo<br />
Ruysen. Besides the compensation of his mandate, the statutory auditor received for special assignments an<br />
amount on the order of 60,359 EUR within SA <strong>Tessenderlo</strong> Chemie.<br />
73
74<br />
The rules governing the composition and activities of the Board of<br />
Directors<br />
The Board of Directors is authorised to take all actions, which are necessary or useful<br />
for the realisation of the company´s objectives, with the exception of matters that exclusively<br />
require decisions to be taken by the General Meeting, as stipulated either by<br />
the law or by the company´s articles of association. The company is validly represented<br />
by the chairman of the Board of Directors or by two directors acting jointly.<br />
The Board of Directors is currently composed of nine members. In accordance with<br />
the terms of the law of August 2 nd , 2002 and confirmed by the General Meeting of<br />
June 3 rd , 2003, independent directors sit on the Board as well as representatives of<br />
the main shareholder, the French group Entreprise Minière et Chimique (EMC, mining<br />
and chemicals group).<br />
The Board may only validly deliberate or take decisions when a quorum of at least<br />
one-half of the directors are present or represented. The Board passes its resolutions<br />
by a simple majority vote of the members present or represented. In the event of a tie<br />
vote, the vote of the Chairman is deciding.<br />
The Board of Directors met five times during the financial year 2003.<br />
In addition to the presence of independent directors on the Board of Directors, a<br />
number of committees also ensure the proper functioning and autonomy of the<br />
Board. These committees are composed exclusively of non-executive directors.<br />
Since 1999, the Board of Directors has been working with three specialised committees:<br />
– the Audit Committee;<br />
– the Nomination Committee;<br />
– the Remuneration Committee.
The Audit Committee<br />
The Audit Committee is made up of four members, three of whom are independent directors. It is supported<br />
by the secretary to the Board of Directors.<br />
The members of the committee are:<br />
– Valère Croes (chairman);<br />
– Claude Niedergang;<br />
– Thierry Piessevaux;<br />
– Marc Lambrechts.<br />
The task of the Audit Committee is to assist the Board of Directors in exercising supervision over the following<br />
matters:<br />
– financial information which is released to the shareholders and the staff and, more generally, any financial<br />
information which is made public;<br />
– the internal audit and the internal control system, as well as the existing or new control procedures;<br />
– the external audit.<br />
In the course of its work, the Audit Committee consults the appropriate company executives, i.e. the financial<br />
director, the corporate controller of the group, the internal auditor and the statutory auditor.<br />
The committee meets at least twice a year in order to examine the half-yearly and annual accounts, as well as<br />
whenever circumstances so require.<br />
In 2003 the Audit Committee met three times.<br />
The Nomination Committee<br />
The Nomination Committee was formed to advise the Board of Directors on proposed appointments to be<br />
submitted for approval to the General Meeting, as well as proposals concerning the replacement of directors<br />
through co-option.<br />
The committee is made up of three members:<br />
– Pierre-François Couture;<br />
– Paul de Meester;<br />
– Marc Lambrechts.<br />
The Nomination Committee meets whenever circumstances so require.<br />
75
76<br />
The Remuneration Committee<br />
The Remuneration Committee is responsible for making proposals concerning the<br />
remuneration for the executive and non-executive directors, and for providing recommendations<br />
on the group´s remuneration policy towards its principal managers. The<br />
committee is made up of three non-executive directors:<br />
– Valère Croes;<br />
– Paul de Meester;<br />
– Karel Pinxten.<br />
The Remuneration Committee met once during the 2003 financial year.<br />
The Management Committee (*)<br />
The Board of Directors has entrusted the day-to-day management of<br />
the company to one of its members, Gérard Marchand, who is also<br />
the chairman of the Management Committee.<br />
In addition to the chairman, the Management Committee has four<br />
members:<br />
– Matteusz Dubinski, Inorganic Chemicals division;<br />
– Jozef Housen, Natural Organic Products division;<br />
– Philippe Pôlet, PVC and Plastics Converting divisions;<br />
– David Poynton, Fine Chemicals division. (**)<br />
The monthly meetings of the Management Committee are also attended by:<br />
– Adrien Carton de Wiart, Secretary General;<br />
– Eddy Vandenbriele, director IT, Organisation Development and Human Relations;<br />
– Christian Vrebosch, director Finance.<br />
Like the group´s most important executives, the members of the Management Committee<br />
receive a fixed remuneration. In addition, they receive a variable bonus based<br />
on their individual performance and the results of the group.<br />
(*) Also see the photo on page 6<br />
(**) Pierre Ducuroir till March 31st ,2003
The dividend policy<br />
The dividend policy remains unchanged. In other words: one-third of the net consolidated profit average is<br />
paid out as dividend, with the balance devoted to financing the expansion of the group. However, this policy<br />
can be adjusted in order to ensure that the dividend grows or at least remains stable.<br />
The allocation proposed to the General Meeting for the financial year 2003 represents 71% of the consolidated<br />
profit. This corresponds to a net dividend per share of 0.85 EUR (as in 2002). By way of comparison:<br />
the dividends, which were distributed for the financial year 2002 amounted to 44% of the net consolidated<br />
profit.<br />
77
WYMAR<br />
INTL<br />
(BE)<br />
DYNAPLAST<br />
EXTRUCO<br />
(CA) 33%<br />
PROFEX<br />
(FR)<br />
LEGEND<br />
IMMO<br />
WATRO<br />
(BE)<br />
HOLDING<br />
INORGANIC CHEMICALS<br />
NATURAL ORGANIC<br />
PRODUCTS<br />
TESSENDERLO CHEMIE NV<br />
TESSENDERLO<br />
PARTICIP<br />
(BR)<br />
MEDABIL<br />
(BR) 50%<br />
LVM<br />
HOLD<br />
(NL)<br />
PB LEINER<br />
ARGENTINA<br />
(AR)<br />
TC<br />
ROTTERDAM<br />
(NL)<br />
DYKA BV<br />
(NL)<br />
DYKA UK<br />
(GB)<br />
LVM<br />
LIMBURG<br />
(NL)<br />
PBG UK<br />
(GB)<br />
TESSENDERLO<br />
FINE<br />
CHEMICALS<br />
(GB)<br />
FINE CHEMICALS<br />
PVC & COMPOUNDS<br />
PLASTICS CONVERTING<br />
TESSENDERLO<br />
HOLDING UK<br />
(GB)<br />
FAIRBROOK<br />
(GB)<br />
TESSENDERLO<br />
UK<br />
(GB)
S.A.V.<br />
(FR)<br />
PC LOOS<br />
(FR)<br />
PLASTIVAL<br />
(FR)<br />
SOTRA-<br />
SEPEREF<br />
(FR)<br />
THERMO-<br />
PLASTIQUES<br />
COUSIN-<br />
TESSIER<br />
(FR)<br />
TECHNI-<br />
COMPOUND<br />
(FR)<br />
TEFIPAR<br />
(FR)<br />
SAPLAST<br />
(FR)<br />
CALAIRE<br />
CHIMIE<br />
(FR)<br />
CHEMILYL<br />
(FR)<br />
CAILLAUD<br />
(FR)<br />
PBG FRANCE<br />
(FR)<br />
ALIPHOS<br />
(FR)<br />
TESSENDERLO<br />
PARTICIP<br />
(IT)<br />
TESSENDERLO<br />
ITALIA<br />
(IT)<br />
TESSENDERLO GROUP<br />
TESSENDERLO<br />
USA<br />
(US)<br />
PB LEINER<br />
USA<br />
(US)<br />
CHELSEA B.P.<br />
(US)<br />
TESSENDERLO<br />
KERLEY<br />
(US)<br />
JUPITER<br />
SULPHUR<br />
(US) 50%<br />
TESSENDERLO<br />
DAVISON<br />
CHEMICALS<br />
(US) 50%<br />
ALKEMIN<br />
(US) 49%<br />
LVM<br />
(BE)<br />
TCI<br />
(BE)<br />
CHEMIELIM<br />
(NL)<br />
TAILE<br />
(CN)<br />
FARCHEMIA<br />
(IT)<br />
PBG GmbH<br />
(DE)<br />
TCT POLSKA<br />
(PL)<br />
DYKA<br />
PLASTICS<br />
(BE)<br />
DYKA<br />
POLSKA<br />
(PL)<br />
ZEOLINE<br />
(BE) 50%<br />
TERELUX<br />
(LU)
Taile Chemical Factory<br />
Lianyungang<br />
CHINA<br />
The plant in Lianyungang is the most important<br />
Chinese producer of benzyl chloride and benzaldehyde,<br />
primarily used in the pharmaceutical<br />
industry. The Fine Chemicals division holds 30 percent<br />
of the world market of a key intermediate<br />
for the production of penicillin.<br />
5
82<br />
CONSOLIDATED BALANCE SHEET<br />
2003 2002<br />
ASSETS<br />
(in thousand EUR)<br />
FIXED ASSETS 785,398 760,019<br />
I. Formation expenses (1) 10,213 13,547<br />
II. Intangible assets (2) 63,012 68,771<br />
III. Consolidation differences (3) 45,011 21,542<br />
IV. Tangible assets (4) 647,903 635,737<br />
A. Land and buildings 194,488 185,236<br />
B. Plant, machinery and equipment 388,997 392,518<br />
C. Furniture and vehicles 11,033 10,222<br />
D. Leased and other similar rights 302 377<br />
E. Other tangible assets 20,260 20,325<br />
F. Assets under construction 30,706 25,291<br />
G. Advanced payments 2,117 1,768<br />
V. Financial assets (5) 19,259 20,422<br />
A. Enterprises accounted for using the<br />
equity method<br />
1. Participating interests 13,451 10,897<br />
B. Other enterprises<br />
1. Participating interest and shares 3,500 7,233<br />
2. Amount Receivable 2,308 2,292<br />
CURRENT ASSETS 803,294 842,254<br />
VI. Amount receivable after one year 36,678 32,864<br />
A. Trade debtors 25 148<br />
B. Other amounts receivable 1,400 1,007<br />
C. Differed taxes (6) 35,253 31,709<br />
VII. Stock and contracts in progress (7) 297,939 306,061<br />
A. Stock<br />
1. Raw materials and consumable 84,683 85,094<br />
2. Work in progress 16,769 15,538<br />
3. Finished goods 176,399 191,233<br />
4. Goods purchased for resale 20,088 14,196<br />
VIII. Amounts receivable within one year(8) 417,091 447,108<br />
A. Trade debtors 361,288 393,156<br />
B. Other amounts receivable 55,803 53,952<br />
IX. Short term cash investments 1,044 2,279<br />
B. Other investments and deposits (11) 1,044 2,279<br />
X. Cash at bank and in hand (11) 46,858 45,946<br />
XI. Deferred charges and accrued income 3,684 7,996<br />
Total assets 1,588,692 1,602,273<br />
( ) See comments on pages 87 and followings
CONSOLIDATED BALANCE SHEET<br />
2003 2002<br />
LIABILITIES<br />
(in thousand EUR)<br />
CAPITAL AND RESERVES (9) 756,342 757,940<br />
I. Capital 133,000 132,000<br />
A. Issued capital 133,000 132,000<br />
II. Share premiums 32,602 30,753<br />
IV. Consolidated reserves 598,869 586,645<br />
V. Consolidation differences 1,353 359<br />
VI. Conversion differences -10,384 7,053<br />
VII. Investment grants 902 1,130<br />
VIII. MINORITY INTEREST 402 14,326<br />
PROVISIONS AND<br />
DEFERRED TAXES 114,779 120,595<br />
IX. Provisions and deferred taxes (10)<br />
A. Provisions for liabilities and charges 68,651 92,113<br />
1. Pensions and similar obligations 40,630 32,743<br />
2. Taxation 2,718 1,308<br />
3. Major repairs and maintenance – 5,586<br />
4. Other liabilities and charges 25,303 52,476<br />
B. Deferred taxes 46,128 28,482<br />
CREDITORS 717,169 709,412<br />
X. Amounts payable after one year (11) 116,196 163,252<br />
A. Financial debts<br />
2. Unsubordinated debentures 40,098 40,080<br />
3. Leasing and similar obligations 751 -<br />
4. Credit institutions 13,195 48,969<br />
5. Other loans 62,152 74,203<br />
XI. Amounts payable within one year 590,413 531,474<br />
A. Current portion of amounts (11)<br />
payable after one year 1,017 2,120<br />
B. Financial debts (11)<br />
1. Credit institutions 196,296 128,207<br />
2. Other loans 73,697 57,924<br />
C. Trade debts (12)<br />
1. Suppliers 192,648 200,983<br />
2. Bills of exchange payable 912 2,562<br />
D. Advances received on contracts in progress 1,507 5,606<br />
E. Tax and social liabilities (12)<br />
1. Taxes payable 27,211 32,002<br />
2. Remuneration (wages and benefits) 50,073 47,774<br />
F. Other amounts payable (12) 47,052 54,296<br />
XII. Accrued charges and deferred income 10,560 14,686<br />
Total liabilities 1,588,692 1,602,273<br />
( ) See comments on pages 87 and followings<br />
83
84<br />
CONSOLIDATED INCOME STATEMENT<br />
2003 2002<br />
(in thousand EUR)<br />
I. Operating income 1,985,382 1,961,518<br />
A. Turnover (13) 1,972,197 1,933,878<br />
B. Increase +/decrease - Change in stocks<br />
of finished goods work and contracts<br />
in progress -13,590 -7,924<br />
C. Fixed assets – own construction 3,242 3,765<br />
D. Other operating income 23,533 31,799<br />
II. Operating charges 1,903,198 1,846,647<br />
A. Raw materials, consumable and goods for resale<br />
1. Purchases 919,127 865,371<br />
2. Increase -/decrease + in stock 9,376 -3,686<br />
B. Services and other goods 443,078 452,889<br />
C. Remuneration, social security costs and pensions 369,961 363,279<br />
D. Depreciation of and other amounts written-off<br />
formation expenses, tangible and<br />
intangible fixed assets 134,628 135,973<br />
E. Increase +/decrease - in amounts written-off<br />
stocks, contracts in progress and<br />
trade debtors 108 3,250<br />
F. Increase +/decrease - in provisions for liabilities<br />
and charges -12,907 7,730<br />
G. Other operating charges 39,827 38,532<br />
H. Capitalized other operating costs - -16,691<br />
III. Operating profit (14) 82,184 114,871<br />
IV. Financial income 8,638 7,162<br />
A. Income from financial fixed assets 2,294 829<br />
B. Income from current assets 1,892 2,517<br />
C. Other financial income 4,452 3,816<br />
V. Financial charges 22,858 23,022<br />
A. Interest and other debt charges 15,625 14,902<br />
C. Increase +/decrease - in amount written off current assets - 17<br />
D. Other financial charges 7,233 8,103<br />
Net financial loss (15) -14,220 -15,860<br />
VI. Ordinary profit before taxes 67,964 99,011<br />
( ) See comments on pages 87 and followings
CONSOLIDATED INCOME STATEMENT<br />
2003 2002<br />
(in thousand EUR)<br />
VII. Extraordinary income (16) 18,908 4,994<br />
A. Write-back of depreciation and of<br />
amounts written-off intangible and<br />
tangible fixed assets 12,107 -<br />
D. Adjustments to provisions for extraordinary<br />
liabilities and charges 58 297<br />
E. Gains on disposal of fixed assets 484 291<br />
F. Other extraordinary income 6,259 4,406<br />
VIII. Extraordinary charges (16) 10,205 6,359<br />
A. Extraordinary depreciation of and<br />
amounts written-off formation expenses,<br />
tangible and intangible fixed assets 3,264 22<br />
C. Amounts written-off financial fixed assets 1,994 -<br />
D. Provisions for extraordinary liabilities and charges 33 779<br />
E. Loss on disposal of fixed assets - 79<br />
F. Other extraordinary charges 4,914 5,479<br />
Extraordinary result 8,703 -1,365<br />
IX. Profit for the financial period before taxation 76,667 97,646<br />
X. Deferred taxes (17) -8,846 7,117<br />
A. Transfer from deferred taxes and<br />
latent taxation liabilities 4,346 8,979<br />
B. Transfer to deferred taxes and latent<br />
taxation liabilities -13,192 -1,862<br />
XI. Income taxes (17) -29,354 -34,991<br />
A. Income taxes -31,059 -40,577<br />
B. Adjustment of income taxes and write-back<br />
of tax provisions 1,705 5,586<br />
XII. Profit for the financial period 38,467 69,772<br />
XIII. Share in the result of the enterprises accounted<br />
for using the equity method 4,975 5,396<br />
XIV. Consolidated profit 43,442 75,168<br />
A. Share of third parties -16 4,530<br />
B. Share of the group (18) 43,458 70,638<br />
( ) See comments on pages 87 and followings<br />
85
86<br />
Operating activities<br />
CONSOLIDATED CASHFLOW STATEMENT<br />
2003 2002<br />
Share of the group in the profit 43,458 70,638<br />
Share of third parties in the profit -16 4,530<br />
Share in the result of enterprises accounted for<br />
using the equity method -4,975 -5,396<br />
Depreciation (tangible & intangible assets) 134,628 135,973<br />
Amounts written-off financial fixed assets and<br />
other receivables in more than 1 year 1,994 -<br />
Provisions for risks and charges -22,260 8,023<br />
Differed taxes 8,846 -7,117<br />
Cash flow 161,675 206,651<br />
Change in working capital 14,507 9,193<br />
Change of perimeter and conversion difference 26,792 15,068<br />
Change in net cash flow from operating activities 202,974 230,912<br />
Investment activities<br />
Increase of intangible & tangible assets -121,872 -132,133<br />
Increase of financial assets -91,400 -33,818<br />
Total acquisition -213,272 -165,951<br />
Decrease of intangible & tangible assets 3,803 1,138<br />
Decrease of financial assets 182 1<br />
Total disposals 3,985 1,139<br />
Change in net cash flow from investments/divestments -209,287 -164,812<br />
Financial transactions<br />
(in thousand EUR)<br />
Increase of share capital 2,848 2,616<br />
Decrease of capital grants -228 -83<br />
Increase (+), decrease (-) of loans -47,056 87,207<br />
Increase of long-term receivables -2,027 -689<br />
Reimbursement of long-term receivables 929 1,896<br />
Dividends paid -31,234 -31,104<br />
Dividends paid to third parties -1 -1,158<br />
Change in net cash flow from financing activities -76,769 58,685<br />
Changes in cash and cash equivalents -83,082 124,785
Notes to the consolidated accounts<br />
BALANCE SHEET (in millions of EUR)<br />
(1) Formation expenses<br />
The formation expenses include restructuring costs and the costs of increase of capital. The restructuring<br />
costs are depreciated over a period of 5 years and amount to EUR 10.0 million at the end of 2003.<br />
(2) Intangible fixed assets<br />
Intangible fixed assets include the costs for research and development, the value of patents and licences and<br />
goodwill.<br />
This item dropped by EUR 5.7 million compared to last year. This variation is due to the following elements:<br />
– new investments 3.1<br />
– changes in the perimeter of consolidation 5.4<br />
– depreciation of the year – 8.6<br />
– conversion difference – 5.6<br />
– 5.7<br />
(3) Consolidation differences<br />
This item records positive consolidation differences, i.e. the price paid in excess of the value, eventually reestimated,<br />
of the shareholders’ equity of the consolidated companies. Consolidation differences are amortized<br />
over a 10 to 20 year period.<br />
The amount has changed as follows:<br />
Net value end of 2002 21.5<br />
Acquisition of new operations 28.6<br />
Depreciation of the year – 5.1<br />
Net value end of 2003 45.0<br />
Acquisitions mainly relate to plastics converting and natural organic products.<br />
(4) Tangible fixed assets<br />
The net values of tangible fixed assets include acquisition costs for group investments; accumulated depreciation<br />
is deducted.<br />
The increase of this item is due to new investments for EUR 118.6 million and to the extension of the perimeter<br />
of consolidation for EUR 28.5 million partially offset by the depreciation of the year (EUR 108.1 million)<br />
and by a negative conversion difference (EUR 25.9 million).<br />
87
88<br />
These investments are distributed between the divisions as follows:<br />
– Inorganic chemicals 18<br />
– Fine chemicals 21<br />
– PVC & compounds 19<br />
– Plastics converting 36<br />
– Natural organic products 25<br />
119<br />
(5) Financial fixed assets<br />
This item includes both equity method and non-consolidated acquisitions.<br />
The increase of the equity method acquisitions is due to the improvement of the consolidated result of companies<br />
integrated using the equity method.<br />
Non-consolidated companies are valued at their historical price, under the deduction of value reduction. The<br />
significant decrease of the non-consolidated companies is due to the consolidation of the sales offices.<br />
(6) Deferred tax assets<br />
The sum for deferred taxes essentially arises from the booking of fiscal advantages for tax losses. A value<br />
reduction is applied on the deferred tax assets for the part of the tax losses which cannot be recovered within<br />
a period of 5 years. During the financial year, a value reduction of EUR 7.2 million has been recorded (See<br />
point C. VI of the valuation rules).<br />
(7) Stock value<br />
In spite of the extended perimeter of consolidation and of the turnover increase, stocks are registering a<br />
decrease of EUR 8.2 million.<br />
(8) Accounts receivable<br />
The commercial accounts receivable dropped by EUR 31.9 million as compared to 2002. The average credit<br />
allowed for client improved by 7 days to reach 66 days in 2003. The other accounts receivable increased by<br />
EUR 1.9 million and comprise VAT, other taxes to be recuperated and the value of the overfunding of the<br />
pension fund.
(9) Shareholders’ equity – part of the group<br />
The variance of shareholders’ equity can be split up as follows:<br />
On 31/12/2002 757.9<br />
Capital increase for personnel 2.8<br />
Result of the year – part of the group 43.5<br />
Dividend distribution – 31.2<br />
Conversion differences – 17.4 *<br />
Consolidation difference 1.0<br />
Capital subsidies – 0.3<br />
On 31/12/2003 756.3<br />
* The conversion difference arises essentially from USD and GBP.<br />
(10) Provisions and deferred taxes<br />
Provisions have been reviewed in the spirit of the new IAS-IFRS standards and led to the reversal of some of<br />
these.<br />
This item decreased by EUR 5.8 million due to:<br />
– an increase in pension provision by EUR 7.9 million: all the complementary pension commitments within<br />
the framework of IAS no. 19 were updated within the entire group. The necessary contributions were paid<br />
or provided for during 2003;<br />
– a reduction of the provision for major repairs and maintenance by EUR 5.6 million;<br />
– a decrease in the provision for other liabilities and charges by EUR 27.2 million; the restructuring provision<br />
of EUR 16.7 million accounted for last year have been reclassified in the item ‘provisions for pensions and<br />
similar obligations’. Provisions for environmental costs have been reversed insofar as they do not fulfil a<br />
legal obligation.<br />
– an increase of EUR 17.6 million in the provision for deferred taxes and fiscal latencies<br />
(11) Net indebtedness<br />
The group’s net indebtedness amounts to EUR 339.3 million at the end of 2003 as compared to EUR 303.3<br />
million last year. The variation results from the compensation between the financial liabilities amounting to<br />
EUR 387.2 million and the cash investments amounting to EUR 47.9 million. This increase is due to investments<br />
made during the year and the acquisition of new companies. The strengthening of the euro against<br />
the dollar reduces the part of the group debt denominated in USD.<br />
All debts mature within maximum 5 years and break down as follows: 30% denominated in USD, 30% in<br />
GBP and 40% in EUR, which is essentially in treasury bills. The short-term debt has a floating interest rate.<br />
Our private placements (i.e. EUR 40 million and USD 60 million) have a fixed rate and mature in December<br />
2007.<br />
89
90<br />
(12) Accounts payable<br />
The accounts payable decreased by EUR 14.0 million. Tax and social liabilities also dropped. Dividend to pay<br />
(EUR 31.2 million) is also included in this item.<br />
RESULTS<br />
(13) Turnover<br />
The group’s turnover increased by almost 2%, from EUR 1,933.9 million to EUR 1,972.2 million. Considering<br />
an unchanged perimeter of consolidation, the turnover would have decreased by almost 1%.<br />
The turnover per division:<br />
2003 2002<br />
Inorganic chemicals 534 611<br />
Fine chemicals 261 264<br />
PVC & Compounds 341 298<br />
Plastics converting 523 500<br />
Natural organic products 313 261<br />
1,972 1,934<br />
(14) Operating profit, ebitda and cash flow<br />
The operating profit has been influenced by the reversal of the provisions for major repairs and maintenance<br />
and for the environmental costs for respectively EUR 6.2 million et EUR 8.2 million, as mentioned above. The<br />
dotation to the pension provision and similar obligations complies with the IAS19 standard and impacts the<br />
operating result by EUR 8.2 million.<br />
The operating result has decreased by 28.5%, from EUR 114.9 million in 2002 to EUR 82.2 million in 2003.<br />
Cash flow also dropped from EUR 206.7 million to EUR 161.7 million.<br />
EBITDA per division:<br />
2003 2002<br />
Inorganic chemicals 39 71<br />
Fine chemicals 22 34<br />
PVC & Compounds – 2 15<br />
Plastics converting 88 86<br />
Natural organic products 57 53<br />
204 259<br />
(15) Financial results<br />
This item comprises the income from non-consolidated investments and financial assets. Debt charges decreased<br />
by EUR 1.6 million, from EUR 15.9 million in 2002 to EUR 14.2 million in 2003; although financial<br />
debts slightly increased, interest rates are lower than last year.
(16) Net Profit and Loss results on extraordinary activities<br />
The net extraordinary result is positive by EUR 8.7 million and is composed of<br />
– the impact of the restatement of accelerated amortisation, which amounts to EUR 12.1 million;<br />
– the extraordinary amortisation recorded for EUR 3.3 million. Extraordinary depreciations were accounted<br />
for on assets for which performance is considered as structurally inappropriate.<br />
(17) Taxes<br />
A value reduction of EUR 7.2 million has been recorded on the deferred tax assets in accordance with our<br />
internal valuation rule (see point C. VI valuation rules).<br />
The actual tax rate before tax restatement moved from 36% to 38%.<br />
(18) Consolidated group result<br />
The consolidated result decreased by 38% as compared to last year, from EUR 70.6 million to EUR 43.5 million.<br />
91
92<br />
ANNEX<br />
I. CRITERIA OF CONSOLIDATION<br />
1. Definition of the perimeter of consolidation<br />
The principles for the consolidation are as follows:<br />
companies are consolidated if they comply with each of the following criteria:<br />
– the company’s value is significant<br />
– the company’s activities are similar to those of the group.<br />
Therefore, companies are excluded from consolidation if they do not meet both the above criteria:<br />
– the company’s value is insignificant<br />
– the company’s activities are so different from those of the group that its consolidation would be incompatible<br />
with the obligation of the company to give a true and fair view.<br />
No quantitative criteria (such as net sales, total assets, or staff size) were considered in the consolidation<br />
process.<br />
Consequently, companies whose activities are particularly different from the group’s chemical activities could<br />
be excluded on the basis that their value is insignificant or their similarity to the rest of the group is not evident.<br />
The companies consolidated were either industrial companies or companies supporting the industrial activities<br />
(e.g. by conveyance, by parent company investments in shares of industrial companies, or by their specific<br />
contributions rendered to the <strong>Tessenderlo</strong> <strong>Group</strong>).<br />
2. Changes of the perimeter<br />
These are the following changes:<br />
– Two mergers within the Caillaud group during 2003:<br />
• Fondoir Romanais SAS with Union de la Boucherie Lyonnaise SAS<br />
• Progilor SAS and Bouvart SAS<br />
– Acquisition of PB Leiner USA Corp. and PB Leiner Argentina SA, included in the perimeter of consolidation<br />
from 4 April 2003 using the full consolidation method.
– Increase of the percentage of participation in various group companies:<br />
• The Fairbrook group: from 75% to 100%<br />
• Medabil: from 28.57% to 50%<br />
• Dynaplast-Extruco: from 25% to 33%<br />
• Lianyungang Taile: from 65% to 100%<br />
– Inclusion of the sales offices, except those working on commission basis, in the perimeter of consolidation.<br />
3. Consolidation method<br />
– Full consolidation: companies controlled directly or indirectly by voting right or in practice;<br />
– Proportional consolidation: joint venture companies;<br />
– Equity method: companies in which the group exercises significant influence.<br />
93
94<br />
II. SUBSIDIARIES CONSOLIDATED<br />
A. Subsidiaries fully consolidated<br />
No. vat <strong>Group</strong> Interest<br />
– Aliphos SAS,<br />
FR-75013 Paris (France)<br />
– Baert-Verlee & Zoon BVBA,<br />
FR61338.966.872 100,0%<br />
BE-1050 Brussels (Belgium)<br />
– Baert-Verlee NV,<br />
BE419.875.683 100,0%<br />
BE-1050 Brussels (Belgium)<br />
– Britphos Ltd,<br />
BE435.921.463 100,0%<br />
GB-Yeadon, Leeds LS19 7BY (Great Britain)<br />
– Ets. Caillaud SAS,<br />
GB343.187.654 100,0%<br />
FR-61400 Saint-Langis-les-Mortagne (France)<br />
– Calaire Chimie SAS,<br />
FR73536.550.056 100,0%<br />
FR-62100 Calais (France)<br />
– Ets. Charvet Père et Fils SAS,<br />
FR58309.084.663 100,0%<br />
FR-91490 Milly-La-Forêt (France)<br />
– Chelsea Building Products Inc.,<br />
US-Oakmont, Pennsylvania 15139<br />
FR35316.826.775 99,9%<br />
(United States)<br />
– Chemielim NV,<br />
– 100,0%<br />
BE-1050 Brussels (Belgium)<br />
– Chemilyl SAS,<br />
BE414.699.348 100,0%<br />
FR-59120 Loos (France)<br />
– Cofipar NV,<br />
FR58380.358.226 100,0%<br />
NL-4854 MT Bavel (The Netherlands)<br />
– Compagnie Financière de <strong>Tessenderlo</strong> NV,<br />
– 100,0%<br />
BE-1050 Brussels (Belgium)<br />
– Dyka BV,<br />
BE407.247.372 100,0%<br />
NL-8331 LJ Steenwijk (The Netherlands)<br />
– Dyka GmbH,<br />
NL00.68.44.200.B.01 100,0%<br />
DE-14513 Teltow (Germany) DE159.812.055 100,0%<br />
– Dyka Plastics NV,<br />
BE-3900 Overpelt (Belgium) BE414.467.340 100,0%
– Dyka Polska Sp.zo.o.,<br />
PL-55-221 Jelcz-Laskowice (Poland)<br />
– Dyka s.r.o.,<br />
NIP 899-22-72-101 100,0%<br />
CZ-27351 Unhost (Czech. Rep.)<br />
– Dyka U.K. Ltd,<br />
GB-Longtown-Carlisle-Cumbria CA6 5LY<br />
030/45792950 100,0%<br />
(Great Britain)<br />
– Eurocell Building Plastics Ltd,<br />
GB-Alfreton-Derbyshire DE55 4RF<br />
GB373.837.324 100,0%<br />
(Great Britain)<br />
– Eurocell Profiles Ltd,<br />
GB-Alfreton-Derbyshire DE55 4RF<br />
GB616.751.731 100,0%<br />
(Groot-Brittannië)<br />
– Fairbrook plc,<br />
GB-Alfreton–Derbyshire DE55 4RF<br />
GB616.751.731 100,0%<br />
(Great Britain)<br />
– Farchemia srl,<br />
GB616.751.731 100,0%<br />
IT-24047 Treviglio (BG) (Italy)<br />
– France Gras SA,<br />
IT01903340162 100,0%<br />
FR-56300 Le Sourn (France)<br />
– H.L. Plastics Ltd,<br />
GB-Alfreton-Derbyshire DE55 4RF<br />
FR71860.500.438 97,0%<br />
(Great Britain)<br />
– Immo Watro NV,<br />
GB616.751.731 100,0%<br />
BE-1050 Brussels (Belgium)<br />
– John Davidson Holding Ltd,<br />
BE463.391.467 100,0%<br />
GB-EH2 4NE Edinburgh (Great Britain)<br />
– John Davidson Pipes Ltd,<br />
– 100,0%<br />
GB-EH2 4NE Edinburgh (Great Britain)<br />
– Kerley Trading Inc.,<br />
US-Phoenix – Arizona 85008-3279<br />
GB265.136.463 100,0%<br />
(United States)<br />
– Lianyungang Taile Chemical Factory Ind. Co.Ltd.,<br />
Lianyungang City – 222023<br />
– 100,0%<br />
CN-Jiangsu Province (China) – 100,0%<br />
– Limburgse Rubber Produkten NV,<br />
BE-3620 Rekem-Lanaken (Belgium) BE415.296.392 100,0%<br />
95
96<br />
– Limburgse Vinyl Maatschappij NV,<br />
BE-1050 Brussels (Belgium)<br />
– LVM Holding BV,<br />
BE415.505.042 100,0%<br />
NL-4854 MT Bavel (The Netherlands)<br />
– LVM Italia srl,<br />
– 100,0%<br />
IT-20159 Milano (Italy)<br />
– LVM Kunststoffe GmbH. & Co. KG,<br />
IT050.835.401.52 100,0%<br />
DE-40878 Ratingen (Germany)<br />
– LVM Limburg BV,<br />
DE121.647.162 100,0%<br />
NL-6167 RZ Geleen (The Netherlands)<br />
– LVM Nederland BV,<br />
NL95.50.975.B.01 100,0%<br />
NL-4854 MT Bavel (The Netherlands)<br />
– LVM United Kingdom Ltd,<br />
GB-St. Albans, Hertfordshire AL1 1HD<br />
NL428.164.18478 100,0%<br />
(Great Britain)<br />
– MPR Europe BV,<br />
GB378.292.021 100,0%<br />
NL-1075 AD Amsterdam (The Netherlands)<br />
– MPR Services Inc.,<br />
US- Phoenix – Arizona 85008-3279<br />
– 100,0%<br />
(United States)<br />
– PB Gelatins France SAS,<br />
– 100,0%<br />
FR-67117 Furdenheim (France)<br />
– PB Gelatins GmbH,<br />
FR17465.501.385 100,0%<br />
DE-31582 Nienburg/Weser (Germany)<br />
– PB Gelatins UK Ltd,<br />
Treforest-Mid Glamorgan<br />
DE116.150.784 100,0%<br />
GB-CF 375 SQ (Great Britain)<br />
– PB Leiner Argentina SA<br />
CC108-S3016WAC – Santo Tomé<br />
GB484.264.428 100,0%<br />
AR-Santa Fe (Argentina)<br />
– PB Leiner USA Corp.<br />
US-Davenport, Iowa 52809<br />
– 100,0%<br />
(United States)<br />
– Plastival SAS,<br />
– 100,0%<br />
FR-25340 Clerval (France) FR44622.820.553 100,0%<br />
– Ets. Point SAS,<br />
FR-01440 Viriat (France) FR20758.200.729 100,0%
– Produits Chimiques de Loos SAS,<br />
FR-59120 Loos (France)<br />
– Profex SAS,<br />
FR81327.744.108 100,0%<br />
FR-62210 Avion (France)<br />
– Progilor-Bouvart SAS,<br />
FR64328.898.564 100,0%<br />
FR-55100 Charny sur Meuse (France)<br />
– Saplast SAS,<br />
FR22846.880.102 99,9%<br />
FR-67100 Strasbourg (France)<br />
– Société Artésienne de Vinyle SAS,<br />
FR56608.501.417 100,0%<br />
FR-75013 Paris (France)<br />
– Société Rhodanienne de Produits Alimentaires SAS,<br />
FR82351.563.978 100,0%<br />
FR-69960 Corbas (France)<br />
– Sotra-Seperef SAS,<br />
FR14779818244 100,0%<br />
F-69650 Quincieux (France)<br />
– T.C.T. Polska Sp.zo.o.,<br />
FR05383.115.110 100,0%<br />
PL-96-500 Sochaczew (Poland)<br />
– Tarpey – Harris Ltd,<br />
GB-Alfreton Derbyshire DE 55 4RF<br />
NIP016.303.68 100,0%<br />
(Great Britain)<br />
– Technicompound SAS,<br />
GB616.751.731 100,0%<br />
FR-49700 Doué-la-Fontaine (France)<br />
– Tefipar SA,<br />
FR57.343.991.600 100,0%<br />
FR-75013 Paris (France)<br />
– Térélux SA,<br />
– 100,0%<br />
LU-GD 2633 Luxembourg (Luxembourg)<br />
– <strong>Tessenderlo</strong> Chemie NV,<br />
– 100,0%<br />
BE-3980 <strong>Tessenderlo</strong> (Belgium)<br />
– <strong>Tessenderlo</strong> Chemie Hungaria Kft,<br />
BE412.101.728 Parent Company<br />
HU-1141 Budapest (Hungary)<br />
– <strong>Tessenderlo</strong> Chemie International NV,<br />
HU10618725.2.01 100,0%<br />
BE-1050 Brussels (Belgium)<br />
– <strong>Tessenderlo</strong> Chemie Rotterdam BV,<br />
BE432.184.686 100,0%<br />
NL-3133 KA Vlaardingen (The Netherlands)<br />
– <strong>Tessenderlo</strong> Chemie Schweiz AG,<br />
NL66.97.550B.01 100,0%<br />
CH-5330 Zurzach (Switzerland)<br />
– <strong>Tessenderlo</strong> Fine Chemicals Ltd,<br />
GB-ST13 8UZ Leek, Staffordshire<br />
CH504752 100,0%<br />
(Great Britain) GB765.365.404 100,0%<br />
97
98<br />
– <strong>Tessenderlo</strong> Holding UK Ltd,<br />
GB-CF 375 SU Treforest (Great Britain)<br />
– <strong>Tessenderlo</strong> Italia srl,<br />
GB484.264.428 100,0%<br />
IT-20159 Milano (Italy)<br />
– <strong>Tessenderlo</strong> Kerley Inc.,<br />
US-Phoenix-Arizona 85008-3279<br />
IT09921480159 100,0%<br />
(United States)<br />
– <strong>Tessenderlo</strong> Kerley Latino Americana SA,<br />
– 100,0%<br />
CL-9358 Santiago Chile (Chile)<br />
– <strong>Tessenderlo</strong> Kerley Mexico SA de CV,<br />
– 100,0%<br />
MX-85000 Ciudad Obregon,Sonora (Mexico)<br />
– <strong>Tessenderlo</strong> Kerley Peru SAC,<br />
– 100,0%<br />
PE-Arequipa-Peru (Peru)<br />
– <strong>Tessenderlo</strong> Kerley Services Inc.,<br />
US-New Mexico-88 220 Carlsbad<br />
– 96,7%<br />
(United States)<br />
– <strong>Tessenderlo</strong> Kerley Yildiz,<br />
TR-80300 Gayrettepe Istanbul – Turkey<br />
– 100,0%<br />
(Turkey)<br />
– <strong>Tessenderlo</strong> Partecipazioni SpA,<br />
– 100,0%<br />
IT-20122 Milano (Italy)<br />
– <strong>Tessenderlo</strong> Participações Brasil Ltda,<br />
IT12118590152 100,0%<br />
BR-São Paulo, Brazil (Brazil)<br />
– <strong>Tessenderlo</strong> Polska Sp.zo.o.,<br />
– 100,0%<br />
PL-60-462 Poznan (Poland)<br />
– <strong>Tessenderlo</strong> Services SAS,<br />
NIP788.17.88.462 100,0%<br />
FR-75013 Paris (France)<br />
– <strong>Tessenderlo</strong> U.S.A. Inc.,<br />
US-Phoenix-Arizona 85008-3279<br />
FR14444.424.642 100,0%<br />
(United States)<br />
– <strong>Tessenderlo</strong> UK Ltd,<br />
– 100,0%<br />
GB-Widnes, Cheshire, WA8 ONY (Great Britain)<br />
– Thermoplastiques Cousin-Tessier SAS,<br />
GB775.893.071 100,0%<br />
FR-85130 Tiffauges (France)<br />
– Union de la Boucherie Lyonnaise SAS,<br />
FR95063.200.604 100,0%<br />
FR-69960 Corbas (France) FR27957.503.204 94,2%<br />
– Wymar International NV,<br />
BE-8720 Oeselgem (Belgium) BE437.458.023 100,0%
– Wymar Polska Sp.zo.o.,<br />
PL-62-100 Wagrowiec Poland (Poland)<br />
– Wymar Systems Ltd,<br />
PL766.16.24.439 100,0%<br />
GB-DY13 9EZ Worcestershire (Great Britain) – 100,0%<br />
B. Subsidiaries proportional consolidated<br />
– Alkemin S de RL de CV,<br />
MX-Mexico D.F. 11700 (Mexico)<br />
– Jupiter Sulphur LLC,<br />
US-Phoenix-Arizona 85008-3279<br />
– 49,0%<br />
(United States)<br />
– <strong>Tessenderlo</strong> Davison Chemicals LLC,<br />
US-Rustson, LA 71270<br />
– 50,0%<br />
(United States) – 50,0%<br />
C. Subsidiaries consolidated with equity method<br />
– Dynaplast-Extruco Inc.,<br />
CA-G7X OB6 Jonquière – Québec (Canada)<br />
– Medabil <strong>Tessenderlo</strong> SA,<br />
– 33,0%<br />
BR-CEP 90200-290 Porto Alegre RS (Brazil)<br />
– Scanphos A/S,<br />
– 50,0%<br />
DK-3460 Birkerod (Denmark)<br />
– Siram sarl,<br />
DK76143218 50,0%<br />
FR-50390 St Sauveur le Vicomte (France) FR10322.883.091 50,0%<br />
– Zéoline SA,<br />
BE-4480 Engis (Belgium) BE441.266.658 50,0%<br />
99
100<br />
VI. VALUATION RULES<br />
A. 1. FORMATION EXPENSES<br />
The formation expenses include the restructuring costs and the costs of increase of capital. They are depreciated<br />
on a straight line basis over a period of 5 years.<br />
2. TANGIBLE FIXED ASSETS<br />
Tangible fixed assets are valued at acquisition price.<br />
Depreciation is carried out on the basis of the straight-line method; the rates are the following:<br />
– land 0.00%<br />
– industrial/residential buildings, constructions & appreciation 3.00%<br />
– rented buildings – financing appreciation on furniture, fittings and plant 5.00%<br />
– furniture, fittings, plant, renovation work to buildings 10.00%<br />
– pilot plant 20.00%<br />
– vehicles 25.00%<br />
– environmental investments 33.33%<br />
– computer hardware 33.33%<br />
B. CONSOLIDATION DIFFERENCES<br />
Goodwill resulting from subsidiaries acquired during the financial year is reported under the asset heading<br />
‘Consolidation differences’.<br />
Goodwill was reported and represents the difference between the purchase price of an investment in a consolidated<br />
subsidiary or its portfolio value, and the <strong>Group</strong>’s share in the company’s net equity at the date of its<br />
inclusion in the consolidation.<br />
When the difference cannot be allocated to the assets of the subsidiary, the difference is reported under the<br />
heading ‘Consolidation differences’ in the consolidated balance sheet.<br />
This goodwill arising on consolidation is subject to amortisation. The amortisation period is determined based<br />
on a prudent appraisal of the economic life of the intangible asset, based on the specific economic advantages<br />
of each acquisition, and the estimated recovery period of the excess consideration paid.<br />
Presently, the goodwill is amortised over a 10 to 20 year period.<br />
Consolidated companies’ accounts were all closed off as of 31 December 2003.
Foreign subsidiaries’ balance sheet is translated to EURO using the closing exchange rate and the profit and<br />
loss accounts with the average exchange rate for the year.<br />
2003 2002<br />
Closing Average Closing<br />
GBP/EUR 0,7048 0,6920 0,6505<br />
USD/EUR 1,2630 1,1312 1,0487<br />
CAD/EUR 1,6234 1,5817 1,6550<br />
RMB/EUR 10,4536 9,3627 8,6801<br />
PLN/EUR 4,7019 4,3996 4,0210<br />
BRL/EUR 3,6520 3,0740 3,7066<br />
CHF/EUR 1,5579 1,5212 1,4520<br />
CZK/EUR 32,4100 31,8459 /<br />
DKK/EUR 7,4450 7,4307 /<br />
HUF/EUR 262,5000 253,6200 236,2899<br />
Change difference coming from the translation of the Equity of a foreign company is booked into the conversion<br />
difference and influenced directly the Shareholders’ Equity.<br />
Foreign subsidiaries’ financial statements are restated to conform to the Belgian Accounting Rules.<br />
Intercompany accounts were eliminated in accordance with normal practices.<br />
C. MODIFICATION OF VALUATION RULES<br />
1. Value reduction on deferred tax assets arising from tax losses<br />
Deferred tax assets have been accounted for in the balance sheet arising from tax losses insofar as these can<br />
be recovered. For consolidation purposes, the recovery period has been limited to 5 years. The computation<br />
of tax losses takes into account the local regulations concerning their deductibility from future taxable profits.<br />
When tax losses are higher than the usable future taxable profits limited to 5 years, a value reduction is accounted<br />
for the difference. A value reduction of EUR 7.2 million has been recorded during the 2003 financial<br />
year.<br />
2. Valuation of tangible and intangible fixed assets<br />
In anticipation of IAS-IFRS standards, production units with negative performances have been subject to an<br />
impairment test in accordance with IAS no. 36 (depreciation of assets). The impact of this test amounts to<br />
EUR 3.3 million; it has been included in the item ‘extraordinary amortisation and value reduction’.<br />
101
102<br />
3. Provision for environmental costs<br />
Following application of the IAS no. 37 standard (provisions, liabilities and contingent assets), provisions for<br />
environmental costs were reversed as these do not comply with the IAS/IFRS standard. The reversal of the<br />
provision amounts to EUR 8.6 million.<br />
4. Provision for major repairs and maintenance<br />
All the provisions were reversed as they do not comply with the IAS no. 37 standard. The reversal amounts to<br />
EUR 5.6 million.<br />
5. Provisions for pensions and similar obligations<br />
IAS no. 19 (employee benefits) was implemented within the entire group. The impact on the result of the<br />
year 2003 amounts to EUR 8.2 million.<br />
6. Restatement of accelerated amortizations<br />
Accelerated amortizations were restated and converted into straight line amortisations in compliance with<br />
group valuation rules.<br />
The amount booked in 2003, is EUR 12.1 million.
VII. FORMATION EXPENSES<br />
Balance at the end of previous year 13,547<br />
Changes during the year<br />
Expenses incurred 137<br />
Depreciation -3,471<br />
Balance at the end of the year 10,213<br />
VIII. INTANGIBLE ASSETS<br />
R. & D. Concessions Goodwill TOTAL<br />
costs patents<br />
licences<br />
a) Cost<br />
Balance at the end of previous year<br />
Changes during the year:<br />
21,407 10,508 132,442 164,357<br />
– Impact variation perimeter 73 6,249 6,322<br />
– Acquisitions including capitalized expenditures 1,682 800 670 3,152<br />
– Disposals and sales -75 -114 -36,046 -36,235<br />
–Transfer between accounts -6,335 7,320 -985 0<br />
–Conversion differences -132 -8,339 -8,471<br />
Balance at the end of the year 16,679 18,455 93,991 129,125<br />
b) Depreciation, write-downs<br />
Balance at the end of previous year -16,422 -7,148 -72,016 -95,586<br />
Changes during the year:<br />
– Impact variation perimeter -39 -844 -883<br />
– Amortisation -2,661 -1,808 -4,172 -8,641<br />
–Write off due to disposals cancellations 75 52 35,962 36,089<br />
–Transfer between accounts 5,043 -5,776 733 0<br />
–Conversion differences 49 2,859 2,908<br />
Balance at the end of the year -13,965 -14,670 -37,478 -66,113<br />
c) Net book value at the end of the year 2,714 3,785 56,513 63,012<br />
103
104<br />
IX. TANGIBLE FIXED ASSETS<br />
Land and Plant, Furniture Leased Other Work in TOTAL<br />
buildings machinery and assets progress<br />
and<br />
equipment<br />
vehicles<br />
a) Cost<br />
Balance at the end of previous year<br />
Changes during the year:<br />
338,583 1,460,226 43,489 13,279 79,795 27,059 1,962,432<br />
– Impact variation perimeter<br />
– Acquisitions including<br />
9,332 30,049 3,084 199 366 43,030<br />
capitalized expenditures 11,108 64,912 4,372 9,228 28,964 118,584<br />
– Disposals and sales -5,718 -38,501 -2,192 -6,630 -121 -53,162<br />
–Transfer between accounts 6,442 26,825 2,802 -10,420 -2,933 -22,716 0<br />
–Conversion differences -7,237 -35,467 -1,753 -379 -728 -45,564<br />
Balance at the end of the year 352,510 1,508,044 49,802 2,859 79,280 32,824 2,025,320<br />
b) Depreciation and write-downs<br />
Balance at the end of previous year -153,347 -1,067,708 -33,267 -12,902 -59,470 -1,326,695<br />
Changes during the year:<br />
– Impact var. perimeter 133 -10,488 -1,880 -939 -13,174<br />
– Depreciation and write downs -11,509 -84,340 -5,116 -76 -7,046 -108,087<br />
–Write-off due to disposals and<br />
sales 5,534 36,868 2,080 6,438 50,920<br />
–Transfer between accounts -44 -10,559 -1,687 10,421 1,869 0<br />
–Conversion differences 1,211 17,179 1,101 128 19,619<br />
Balance at the end of the year -158,022 -1,119,048 -38,769 -2,557 -59,020 -1,377,417<br />
c) Net book value at the end of the year 194,488 388,997 11,033 302 20,260 32,824 647,903<br />
whereas:<br />
– land and buildings 302
X. FINANCIAL FIXED ASSETS<br />
A1. Companies valued under the equity method<br />
Balance at the end of previous year 10,897<br />
Share of profits 4,975<br />
Conversion differences -2,421<br />
Balance at the end of the year 13,451<br />
Related<br />
companies<br />
Others TOTAL<br />
B1. Other investments, shares and equity certificates<br />
Balance at the end of previous year 6,579 654 7,233<br />
Disposals, withdrawals -3,861 128 -3,733<br />
Balance at the end of the year 2,718 782 3,500<br />
C2. Long-term receivables<br />
Balance at the end of previous year 182 2,110 2,292<br />
Variation (increases, decrease) 220 -204 16<br />
Balance at the end of the year 402 1,906 2,308<br />
XI. LIABILITIES AND SHAREHOLDERS’ EQUITY<br />
A. <strong>Group</strong> shareholders’ equity<br />
Share Share Reserves Goodwill Conversion Capital Total<br />
capital premiums differences grants<br />
At 31/12/2002 132,000 30,753 586,645 359 7,053 1,130 757,940<br />
Capital increase 1,000 1,848 2,848<br />
Net profit attributable to group 43,458 43,458<br />
Dividend distribution -31,234 -31,234<br />
Translation differences -17,437 -17,437<br />
Changes in capital grants -228 -228<br />
Cancellation reserve own shares 994 994<br />
At 31/12/2003 133,000 32,601 598,869 1,353 -10,384 902 756,341<br />
B. Minority interests<br />
At 31/12/2002 14,326<br />
Net profit attributable to group -16<br />
Impact variation perimeter -13,908<br />
At 31/12/2003 402<br />
105
106<br />
C. Provisions and deferred tax<br />
2003 2002<br />
Provisions: pensions and similar obligations 40,630 32,743<br />
taxation 2,718 1,308<br />
major repairs and maintenance 0 5,586<br />
other risks and charges 25,303 52,476<br />
deferred tax 46,128 28,482<br />
114,779 120,595<br />
XII. CONSOLIDATION DIFFERENCES AND SHAREHOLDERS’ EQUITY<br />
Differences in consolidation<br />
Positive Negative<br />
Net book value at the start of the year<br />
Movements during the year: 21,541 359<br />
New acquisitions 28,534 1,243<br />
Depreciation -5,064 -249<br />
Net book value at the end of the year 45,011 1,353<br />
XIII. BREAKDOWN OF FINANCIAL LIABILITIES LISTED ACCORDING MATURITY DATE<br />
within 1 to more than<br />
1 year 5 years 5 years<br />
Financing lease 417 752<br />
Banks 13,080 114<br />
Others 600 62,152<br />
Non-subordinated debenture loans 40,098<br />
1,017 116,082 114<br />
XIV. CONSOLIDATED PROFIT AND LOSS STATEMENT<br />
2003 2002<br />
A. 1. Sales per division (mil./EUR)<br />
– Inorganic chemicals 534 611<br />
– Fine chemicals 261 264<br />
– PVC & compounds 341 298<br />
– Plastics converting 523 500<br />
– Natural organic products 313 261<br />
1,972 1,934<br />
2. Sales per geographical market<br />
– France 26%<br />
– UK 15%<br />
– Netherlands 8%<br />
– Belgium 7%<br />
– Germany 8%<br />
– Others EU 11%<br />
Total EU 75%<br />
Out of EU 25%<br />
100%
B. Breakdown of the average personnel and personnel costs<br />
1. Average number of personnel 2003 2002<br />
– Workers 5,279 5,259<br />
– Employees 2,821 2,616<br />
– Management personnel 61 67<br />
8,161 7,942<br />
2. Personnel costs 2003 2002<br />
– Remuneration 260,262 251,086<br />
– Employer’s social security charges and insurance premiums 81,531 83,644<br />
– Other personnel costs 28,168 28,549<br />
369,961 363,279<br />
XV. OFF-BALANCE SHEET COMMITMENTS<br />
2003 2002<br />
1. Guarantees given by third parties on our behalf 14,310 14,298<br />
2. Guarantees given on behalf of third parties 4,401 310<br />
3. Guarantees received from third parties 13,588 1,596<br />
4. Commitments to purchase due to financial leases 2,634 3,334<br />
5. Commitments to the financial leases 0 1,780<br />
6. Forward sales of currencies 6,000 0<br />
7. Forward purchases of currencies 369 0<br />
XVI. FINANCIAL RELATIONSHIPS WITH MEMBERS OF THE BOARD OF DIRECTORS OF<br />
THE CONSOLIDATING COMPANY<br />
A. Total amount of remuneration (without quotas) granted to the members of the board of directors of the consolidating<br />
company for their responsibilities is 302,893 EUR.<br />
107
108<br />
Statutory auditor’s report on the consolidated accounts of the<br />
tessenderlo group<br />
Submitted to general shareholders’ meeting of<br />
<strong>Tessenderlo</strong> Chemie NV<br />
Consolidated accounts for the year ended December 31, 2003<br />
In accordance with legal and statutory requirements, we are reporting to you on the completion of the mandate<br />
which you have entrusted to us.<br />
We have audited the consolidated financial statements for the year ended December 31, 2003 with a balance<br />
sheet total of 1 588 692 000 EUR and a profit for the year of 43 458 000 EUR These consolidated financial<br />
statements have been prepared under the responsibility of the Board of Directors of the Company. The<br />
financial statement of a number of companies which statements reflect total assets of EUR 340 188 000 and<br />
total result of EUR 6 965 000 in the consolidated financial statements were audited by other auditors whose<br />
reports have been furnished to us, and our opinion is based solely on the reports of the other auditors. In<br />
addition we have reviewed the directors’ report.<br />
Unqualified audit opinion on the consolidated financial statements<br />
Our audit was performed in accordance with the standards of the Institut des Reviseurs d’Entreprises-Instituut<br />
der Bedrijfsrevisoren. Those standards require that we plan and perform the audit to obtain reasonable assurance<br />
about whether the consolidated financial statements are free of material misstatement, taking into<br />
account the Belgian legal and regulatory requirements relating to the consolidated financial statements.<br />
In accordance with these standards we have taken into account the administrative and accounting organisation<br />
of your group as well as the system of internal control. The group’s management have provided us with<br />
all explanations and information which we required for our audit. We have examined on a test basis, the<br />
evidence supporting the amounts included in the consolidated financial statements. We have assessed the<br />
accounting policies used, the basis for consolidation, the significant accounting estimates made by the Company<br />
and the overall presentation of the consolidated financial statements. We believe that our audit and the<br />
report(s) of the other auditors provide a reasonable basis for our opinion.<br />
In our opinion, based on our audit and the reports of the other auditors, the consolidated financial statements<br />
of <strong>Tessenderlo</strong> Chemie N.V. for the year ended December 31, 2003 present fairly the financial position<br />
of the group and the consolidated results of its operations, in conformity with the prevailing legal and regulatory<br />
requirements, and the disclosures made in the notes to the consolidated financial statements are<br />
adequate
Additional assertion and information<br />
As required by generally accepted auditing standards the following additional assertion and information are<br />
provided. This assertion and information do not alter our audit opinion on the consolidated financial statements.<br />
– The consolidated directors’ report contains the information required by law and is in accordance with the<br />
consolidated financial statements.<br />
– As indicated in the notes to the accounts, the accounting policies used in the preparation of these consolidated<br />
financial statements have been modified compared to the prior year as part of the process of applying<br />
IFRS in the preparation of the consolidated financial statements as from the financial year ending<br />
December 31, 2005.<br />
Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren/Reviseurs d’Entreprises<br />
Statutory Auditor<br />
represented by Ludo Ruysen,<br />
Bedrijfsrevisor/Reviseur d’Entreprises<br />
Antwerp, May 3, 2004<br />
109
110<br />
TESSENDERLO CHEMIE NV – BALANCE SHEET<br />
2003 2002<br />
ASSETS<br />
(in thousand EUR)<br />
FIXED ASSETS 1,067,097 970,341<br />
II. Intangible assets 2,952 4,892<br />
III. Tangible assets 120,355 122,223<br />
A. Land and buildings 32,839 33,515<br />
B. Plant, equipment and tools 75,968 78,256<br />
C. Furniture and vehicles 2,185 2,788<br />
D. Leased assets and similar rights 302 377<br />
E. Other tangible fixed assets 133 144<br />
F. Capital work in progress and advance payments 8,928 7,143<br />
IV. Financial assets 943,790 843,226<br />
A. Investments in related companies<br />
1. Investments<br />
a) Consolidated companies 942,560 842,042<br />
c) Other related companies 299 299<br />
C. Other financial assets<br />
1. Investments, shares and equity certificates 635 635<br />
2. Receivables 296 250<br />
CURRENT ASSETS 208,016 201,154<br />
VI. Stocks and orders in progress 58,045 58,856<br />
A. Stocks<br />
1. Raw materials and consumable 26,290 26,575<br />
2. Work in progress 808 1,017<br />
3. Finished goods 29,509 30,553<br />
4. Goods purchases for resale 1,438 711<br />
VII. Receivables due within one year 142,131 137,094<br />
A. Trade receivables 105,694 132,217<br />
B. Other receivables 36,437 4,877<br />
IX. Cash and cash equivalents 6,746 4,612<br />
X. Prepaid expenses and accrued income 1,094 592<br />
Total assets 1,275,113 1,171,495
TESSENDERLO CHEMIE NV – BALANCE SHEET<br />
2003 2002<br />
SHAREHOLDERS’ EQUITY AND LIABILITIES<br />
(in thousand EUR)<br />
SHAREHOLDERS’S EQUITY 612,408 590,712<br />
I. Share capital 133,000 132,000<br />
A. Issued capital 133,000 132,000<br />
II. Share premiums 32,601 30,753<br />
IV. Reserves 17,020 17,019<br />
A. Legal reserves 13,300 13,200<br />
B. Undistributable reserves<br />
2. Other 933 933<br />
C. Tax exempt reserves 2,787 2,886<br />
V. Retained earnings 429,523 410,652<br />
VI. Capital grants 264 288<br />
PROVISIONS AND<br />
DEFERRED TAXES 34,665 36,964<br />
VII. A. Provisions for risks and charges 34,122 36,357<br />
A1. Pensions and similar obligations 11,826 5,106<br />
A3. Major repairs and maintenance 2,265 3,221<br />
A4. Other 20,031 28,030<br />
B. Deferred taxes 543 607<br />
LIABILITIES 628,040 543,819<br />
VIII. Liabilities due in more than one year 131,783 127,547<br />
A. Financial liabilities<br />
2. Non subordinated loans 98 80<br />
5. Other loans 131,685 127,467<br />
IX. Liabilities due within one year 495,442 415,081<br />
A. Long-term liabilities payable within<br />
the year 19,139 20,155<br />
B. Financial liabilities<br />
1. Banks 1 355<br />
C. Trade payables<br />
1. Accounts payable 54,872 60,416<br />
E. Taxes, wages and benefits<br />
payable<br />
1. Taxes 6,345 8,583<br />
2. Wages and benefits payable 15,300 16,073<br />
F. Other liabilities 399,785 309,499<br />
X. Accrued expenses and deferred income 815 1,191<br />
Total shareholders’ equity and liabilities 1,275,113 1,171,495<br />
111
112<br />
TESSENDERLO CHEMIE NV – PROFIT & LOSS STATEMENT<br />
2003 2002<br />
(in thousand EUR)<br />
I. Sales and operating income 526,450 561,256<br />
A. Sales 503,227 541,336<br />
B. Change in work in progress, finished<br />
goods and orders in progress<br />
(increase +/decrease -) -1,253 -2,138<br />
C. Production capitalized 1,722 2,161<br />
D. Other operating income 22,754 19,897<br />
II. Cost of sales and operating charges (-) 509,949 529,214<br />
A. Raw materials and goods purchased for resale<br />
1. Purchases 254,468 268,616<br />
2. Changes in stocks (increase -/decrease +) -350 -1,821<br />
B. Services and other goods 131,644 125,968<br />
C. Wages, salaries, social charges and pensions 100,192 102,470<br />
D. Depreciation and amortization on<br />
formation expenses, tangible and<br />
intangible fixed assets 21,240 23,232<br />
E. Amount written-off stocks<br />
and trade receivables<br />
(charges + write-backs -) 99 864<br />
F. Provisions for risks and charges (charges less<br />
utilisation and write-backs) (charges +, write-backs -) -2,236 5,000<br />
G. Other operating charges 4,892 4,885<br />
III. Operating profit 16,501 32,042<br />
IV. Financial income 22,668 21,552<br />
A. Income from financial assets 22,543 21,353<br />
B. Income from current assets 66 146<br />
C. Other financial income 59 53<br />
V. Financial charges 13,186 16,540<br />
A. Interest and other debt charges 12,157 15,233<br />
C. Other financial expenses 1,029 1,307<br />
Net financial profit 9,482 5,012<br />
VI. Ordinary profit before taxes 25,983 37,054<br />
VII. Exceptional income 23,769 -<br />
D. Gains on disposal of fixed assets 23,769 –<br />
IX. Profit before taxes 49,752 37,054<br />
IX Bis A. Transfer from deferred taxes 64 77<br />
B. Transfer to differed taxes - -519<br />
X. Income taxes 290 -4,717<br />
A. Income taxes -3,150 -8,001<br />
B. Adjustment of income taxes and<br />
write-back of tax provisions 3,440 3,284<br />
XI. Profit 50,106 31,895<br />
XII. Transfer from untaxed reserves 99 90<br />
Transfer to untaxed reserves - -981<br />
XIII. Profit for the year to be allocated 50,205 31,004
ALLOCATIONS AND DISTRIBUTIONS<br />
Your Board propose to allocate the<br />
– 2003 profits, being 50,205<br />
– Increased by prior years’ retained earnings 410,652<br />
Totalling: 460,857<br />
in the following manner:<br />
– To legal reserve 100<br />
– Quotas 506<br />
– Dividends 30,728<br />
– Retained earnings 429,523<br />
Totalling: 460,857<br />
If you approve this proposed allocation, the gross dividend will be 1.1333 EUR; it gives a net dividend of<br />
0,85 EUR for the 27,113,352 ordinary shares and for the VVPR dividend a net amount of 0.9633 EUR remittance<br />
of coupon n° 67.<br />
VIII. SHARE CAPITAL<br />
Amount Number of<br />
(in thousand EUR) shares<br />
A. SHARE CAPITAL<br />
1. Subscribed Capital (Rubric 100 of balance sheet)<br />
– Balance at the end of previous year<br />
Changes during the year:<br />
132,000 26,975,013<br />
– Increase 1,000 138,339<br />
– Balance at the end of the year 133,000 27,113,352<br />
2. Capital:<br />
2.1. Category of shares<br />
Ordinary shares<br />
Principal shareholder:<br />
EMC Parbel NV: 40,34%<br />
Rue du Trône 130 – 1050 Brussels<br />
Announcement date: 20/07/1998<br />
2.2. Registered shares & ordinary shares<br />
133,000 27,113,352<br />
Registered shares 12,360,012<br />
Ordinary shares<br />
Changes of the year<br />
14,753,340<br />
Number of shares at 31/12/2002 26,975,013<br />
Capital increase (personnel) 138,339<br />
Number of shares at 31/12/2003 27,113,352<br />
E. AMOUNT OF AUTHORIZED CAPITAL, NOT ISSUED 122,717<br />
113
114<br />
XX. VALUATION RULES<br />
ASSETS<br />
Formation expenses: 100% depreciation.<br />
Intangible assets:<br />
– 20% depreciation.<br />
– Research expenses are fully depreciated or by taking into account the existing tax provisions that encourage<br />
scientific research.<br />
Tangible assets:<br />
Are entered in the assets of the balance sheet at their purchase price, including incidental expenses and<br />
irrecoverable taxes, or at their cost price or at their contribution value.<br />
Depreciation is carried out on the basis of the straight-line method; the rates are the following:<br />
– land 0.00%<br />
– industrial buildings, residential buildings, construction and appreciation 3.00%<br />
– rented buildings – financing appreciation on furniture, fittings and plant 5.00%<br />
– furniture, fittings, plant, renovation work to buildings 10.00%<br />
– pilot plant 20.00%<br />
– vehicles 25.00%<br />
– computer hardware 33.33%<br />
Accelerated or decreasing depreciation will be applied under the current applicable tax rules.<br />
Financial assets:<br />
• Investments and other financial assets:<br />
Are entered in the assets of the balance sheet at their purchase cost, including incidental expenses, or contribution<br />
cost less any amounts remaining to be paid in.<br />
At the end of the financial year, investments, shares and securities are the subject of an individual evaluation,<br />
based on the asset value, namely the net book value adjusted by the carefully estimated, hidden increases<br />
or decreases in value, and taking the potential economic value of the company concerned and the<br />
prospects of profitability in normal economic circumstances into account.<br />
The selected rules discard all the elements of evaluation that are exceptional or that lead to non-stable<br />
conclusions.<br />
The Board, if it considers it necessary, will have certain and stable increases in value registered. When<br />
decreases in value observed are considered stable by the Board, they are the subject to a write-down.
A write-back is carried out when a stable increase in value is observed on shares which might previously<br />
have been the subject of such a write-down.<br />
• Receivables at more than one year:<br />
Receivables are registered at their face value. If they are denominated in foreign currencies, they are registered<br />
for their exchange value in Belgian francs at the exchange rate on the day of the transaction. At the<br />
end of the financial year, they are valued according to the rules of evaluation decided for investments,<br />
shares and securities (see above).<br />
• Stocks:<br />
Purchased goods in inventories at the end of the financial year are valued at the individualized acquisition<br />
cost, including incidental expenses and at the individualized cost price for finished products. The cost<br />
prices of finished products are determined according to direct production costs with an added portion for<br />
indirect costs (whole cost price).<br />
The method applied is the weighted average price method. At the close of the period, raw material and<br />
finished product stocks are the subject of an individual evaluation according to market prices or current<br />
sales value. Stocks are the subject of write-downs when this evaluation reveals a depreciation compared<br />
to their book value. Stock in process is valued at the cost of the raw materials in direct costs.<br />
• Receivables within one year:<br />
They are accounted at their face value. Receivables in foreign currencies are valued at the last exchange<br />
rate of the financial year.<br />
A write-down is carried out when the sales value at the end of the period is less than the book value;<br />
a mark-up is accounted for in the opposite case; exchange differences observed are incorporated in the<br />
profit or loss for the financial year.<br />
• Cash at bank and cash equivalents:<br />
At face value and last exchange rate for foreign currencies.<br />
115
116<br />
LIABILITIES<br />
• Provisions for risks and charges:<br />
At the close of each financial year, the Board of Directors, acting prudently, sincerely and in good faith,<br />
reviews the provisions to be constituted to cover more particularly:<br />
– risks arising from security;<br />
– other risks, if necessary.<br />
Provisions related to previous periods are reviewed at regular intervals and written back to the results if<br />
they have become purposeless.<br />
• Amounts payable after more than one year:<br />
Entered in the accounts at their face value. Amounts payable in foreign currencies are processed like<br />
receivables.<br />
• Amounts payable within one year:<br />
They are entered in the accounts at their face value. Amounts payable in foreign currencies are processed<br />
like receivables. A value adjustment is made and incorporated into the income statement for the period.<br />
PROFIT AND LOSS ACCOUNT<br />
• Exchange differences:<br />
The above mentioned exchange differences are written back to the operating result unless those exchange<br />
differences or conversion differences are specifically related to other items of the income statement and<br />
are allocated to it as such.<br />
XXI. COMPANY’S PENSION PLAN<br />
A complementary pension scheme is established in function of ‘a defined benefit plan’ which is calculated in<br />
function of the remuneration and the length of service. For the workers a contract of endowment assurance<br />
is concluded in order to guarantee a pension capital computed on the basis of the length of service.<br />
In accordance with the legislation, the report of the management and the annual accounts of <strong>Tessenderlo</strong><br />
Chemie NV, together with the report of the commissaris-revisor have been filed at the National Bank of<br />
Belgium. They are also available on request, addressed to <strong>Tessenderlo</strong> Chemie NV, Troonstraat 130<br />
B-1050 Brussels.
Report of the Statutory Auditor on the statutory accounts submitted to<br />
the general shareholders’ meeting of <strong>Tessenderlo</strong> Chemie NV<br />
Statutory accounts for the year ended 31 December 2003<br />
In accordance with legal and statutory requirements, we are reporting to you on the completion of the mandate<br />
which you have entrusted to us.<br />
We have audited the financial statements as of and for the year ended 31 December 2003 with a balance<br />
sheet total of 1 275 113 000 EUR and a profit for the year of 50 106 000 EUR. These financial statements<br />
have been prepared under the responsibility of the Board of Directors of the Company. In addition we have<br />
carried out the specific additional audit procedures required by the Company law.<br />
Unqualified audit opinion on the financial statements<br />
We conducted our audit in accordance with the standards of the ‘Institut des Reviseurs d’Entreprises-Instituut<br />
der Bedrijfsrevisoren’. Those standards require that we plan and perform the audit to obtain reasonable assurance<br />
about whether the financial statements are free of material misstatement, taking into account the<br />
legal and regulatory requirements applicable to financial statements in Belgium.<br />
In accordance with these standards we have considered the Company’s administrative and accounting organisation<br />
as well as its internal control procedures. The Company’s management have provided us with all explanations<br />
and information which we required for our audit. We examined, on a test basis, evidence supporting<br />
the amounts in the financial statements. We assessed the accounting policies used and significant<br />
accounting estimates made by the Company, as well as the overall presentation of the financial statements.<br />
We believe that our audit provides a reasonable basis for our opinion.<br />
In our opinion, taking into account the prevailing legal and regulatory requirements, the financial statements<br />
present fairly the Company’s net worth and financial position as of 31 December 2003 and the results of its<br />
operations for the year then ended and the disclosures made in the notes to the financial statements are<br />
adequate.<br />
Additional assertions and information<br />
As required by generally accepted auditing standards the following additional assertions and information are<br />
provided. These assertions and information do not alter our audit opinion on the financial statements.<br />
– The directors’ report contains the information required by law and is consistent with the financial statements.<br />
– The appropriation of results proposed to the general meeting complies with the legal and statutory provisions.<br />
– There are no transactions undertaken or decisions taken in violation of the Company’s statutes or Company<br />
Law which we have to report to you.<br />
– Without prejudice to certain formal aspects of minor importance, the accounting records are maintained<br />
and the financial statements have been prepared in accordance with the applicable Belgian legal and regulatory<br />
requirements.<br />
Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren – Reviseurs d’Entreprises<br />
Statutory Auditor<br />
represented by L. Ruysen<br />
Antwerp, 23 April 2004<br />
117
118<br />
TESSENDERLO GROUP<br />
General Management,<br />
Corporate Secretary,<br />
Human Resources, IT and Organisation<br />
Development<br />
Commercial Management,<br />
Finance and Accounting Management<br />
rue du Trône, 130<br />
BE-1050 Bruxelles (Belgium)<br />
Troonstraat 130<br />
BE-1050 Brussel (Belgium)<br />
Tel.: + 32 2 639 18 11<br />
Fax: + 32 2 639 19 99<br />
Website: www.tessenderlogroup.com<br />
Headoffice and General<br />
Technical Management<br />
Stationsstraat<br />
BE-3980 <strong>Tessenderlo</strong> (Belgium)<br />
Tel.: +32 13 61 22 11<br />
Fax: +32 13 66 81 40<br />
Website: www.tessenderlogroup.com<br />
INORGANIC CHEMICALS DIVISION<br />
ALIPHOS SAS<br />
Headoffice<br />
69/71 rue du Chevaleret<br />
FR-75013 Paris (France)<br />
Tel.: +33 144 06 52 00<br />
Fax: +33 144 06 52 22<br />
Bicarbonate Plant<br />
FR-68310 Wittelsheim (France)<br />
Tel.: +33 389 26 62 62<br />
Fax: +33 389 26 62 63<br />
PRODUITS CHIMIQUES<br />
DE LOOS SAS<br />
22, rue Clémenceau<br />
FR-59120 Loos (France)<br />
Tel.: +33 320 22 58 58<br />
Fax: +33 320 93 59 80<br />
Website: www.pcloos.com<br />
TESSENDERLO CHEMIE NV<br />
Bergstraat, 32<br />
BE-3945 Ham (Belgium)<br />
Tel.: +32 13 61 12 11<br />
Fax: +32 13 66 80 84<br />
Website: www.tessenderlogroup.com<br />
TESSENDERLO CHEMIE NV<br />
Stationsstraat<br />
BE-3980 <strong>Tessenderlo</strong> (Belgium)<br />
Tel.: +32 13 61 22 11<br />
Fax: +32 13 66 81 40<br />
Website: www.tessenderlogroup.com<br />
ADDRESSES<br />
TESSENDERLO CHEMIE<br />
ROTTERDAM BV<br />
Maassluissedijk, 103<br />
NL-3133 KA Vlaardingen (The Netherlands)<br />
Tel.: +31 10 445 27 77<br />
Fax: +31 10 445 27 38<br />
TESSENDERLO DAVISON CHEMICALS LLC<br />
1916 Farmerville Highway<br />
US-Ruston, LA 71270 (USA)<br />
Tel.: +1 318 255 38 50<br />
Fax: +1 318 242 52 99<br />
Website: www.tdchome.com<br />
TESSENDERLO ITALIA srl<br />
Feed Phosphate Plant – Division Italphos<br />
Via Quari Destra 41<br />
IT-37044 Cologna Veneta (Verona) (Italy)<br />
Tel.: +39 0442 85 555<br />
Fax: +39 0442 410 924<br />
TESSENDERLO ITALIA srl<br />
30/32 Via Massari<br />
IT-28886 Pieve Vergonte (VB) (Italy)<br />
Tel.: +39 0324 86 01<br />
Fax: +39 0324 86 03 73
TESSENDERLO KERLEY Inc.<br />
2255 N° 44 th Street, Suite 300<br />
US-Phoenix - Arizona 85008 – 3279 (USA)<br />
Tel.: +1 602 889 83 00<br />
Fax: +1 602 889 84 30<br />
Website: www.tkinet.com<br />
ZEOLINE SA<br />
rue J. Wauters, 144<br />
BE-4480 Engis (Belgium)<br />
Tel.: +32 42 73 92 63<br />
Fax: +32 42 75 79 60<br />
SALES OFFICES<br />
BRITPHOS Ltd<br />
Rawdon House, Green Lane,<br />
GB-Yeadon, Leeds LS 19 BY (Great Britain)<br />
Tel.: +44 113 250 14 14<br />
Fax: +44 113 250 65 60<br />
HGS Handelsgesellschaft für<br />
Spezialfuttermittel GmbH<br />
Rothenbaumschaussee, 58<br />
DE-20148 Hamburg (Germany)<br />
Tel.: +49 404 411 40<br />
Fax: +49 404 411 4175<br />
SCANPHOS A/S<br />
Blokken, 21<br />
DK-3460 Birkerod (Denmark)<br />
Tel.: +45 45 82 82 22<br />
Fax: +45 45 82 72 22<br />
TESSENDERLO CHEMIE España SA<br />
Carrera de San Jerónimo 17-5°B<br />
ES-28014 Madrid (Spain)<br />
Tel.: +34 91 429 98 00<br />
Fax: +34 91 429 93 67<br />
TESSENDERLO CHEMIE HUNGARIA Kft<br />
Komócsy u. 40 Fszt. 1<br />
HU-1141 Budapest (Hungary)<br />
Tel.: +36 1 384 03 69<br />
Fax: +36 1 251 82 87<br />
TESSENDERLO CHEMIE SCHWEIZ AG<br />
Zürcherstrasse 42<br />
CH-5330 Zurzach (Switserland)<br />
Tel.: +41 56 249 09 68<br />
Fax: +41 56 249 09 67<br />
Website: www.tessenderlo.ch<br />
TESSENDERLO KERLEY<br />
Business Center/6 th floor<br />
Box 2795<br />
LA-Jounieh (Lebanon)<br />
Tel.: +961 99 34 635<br />
Fax: +961 99 34 635<br />
TESSENDERLO KERLEY MEXICO SA de CV<br />
Blvd Rodolfo Ellas Calles<br />
Ciudad Obregon, Sonora<br />
MX-Mexico 85000 (Mexico)<br />
Tel.: +11 52 64 17 59 53<br />
Fax: +11 52 64 17 96 00<br />
Website: www.tkinet.com<br />
TESSENDERLO KERLEY LATINOAMERICANA SA<br />
Andres de Fuenzalida 133 depto A<br />
CL-9358 Santiago (Chile)<br />
Tel.: +56 2 334 65 71<br />
Fax: +56 2 333 72 21<br />
TESSENDERLO KERLEY PERU SAC<br />
Parque Industrial<br />
Jacinto Ibanez 131<br />
PE-Arequipa (Peru)<br />
Tel.: +51 54 24 18 24<br />
Fax: +51 54 23 28 55<br />
Website: www.tkinet.com<br />
119
120<br />
TESSENDERLO KERLEY Yildiz<br />
Oya Sokak, No 2/2, KAT 2<br />
80300 Gayrettepe<br />
TR-Istanbul (Turkey)<br />
Tel.: +90 212 217 56 26<br />
Fax: +90 212 217 56 31<br />
Website: www.tkinet.com<br />
TESSENDERLO POLSKA Sp.zo.o.<br />
ul. Szarych Szeregów 7<br />
PL-60-462 Poznan (Poland)<br />
Tel.: +48 61 840 00 40<br />
Fax: +48 61 840 02 96<br />
FINE CHEMICALS DIVISION<br />
CALAIRE CHIMIE SAS<br />
1, Quai d’Amérique<br />
FR-62104 Calais (France)<br />
Tel.: +33 321 46 21 21<br />
Fax: +33 321 46 21 20<br />
CHEMIELIM NV<br />
Ankerkade, 111<br />
NL-6222 NL Maastricht (The Netherlands)<br />
Tel.: +31 433 52 59 59<br />
Fax: +31 433 52 59 55<br />
CHEMILYL SAS<br />
22, rue Clémenceau<br />
FR-59120 Loos (France)<br />
Tel.: +33 320 22 58 58<br />
Fax: +33 320 93 59 80<br />
FARCHEMIA srl<br />
Via Bergamo, 121<br />
IT-24047 Treviglio (BG) (Italy)<br />
Tel.: +39 0363 31 401<br />
Fax: +39 0363 45 985<br />
Web site: www.farchemia.it<br />
LIANYUNGANG TAILE<br />
CHEMICAL FACTORY<br />
188, Xinhai Road<br />
Lianyungang City<br />
CN-Jiangsu Province (China)<br />
Tel.: +86 518 525 55 67<br />
Fax: +86 518 525 56 86<br />
Website: www.tailechem.com<br />
TESSENDERLO CHEMIE NV<br />
Stationsstraat<br />
BE-3980 <strong>Tessenderlo</strong> (Belgium)<br />
Tel.: +32 13 61 22 11<br />
Fax: +32 13 66 81 40<br />
Website: www.tessenderlogroup.com<br />
TESSENDERLO FINE CHEMICALS Ltd<br />
Macclesfield Road<br />
GB-ST13 8UZ Leek, Staffordshire (Great Britain)<br />
Tel.: +44 1 538 39 91 00<br />
Fax: +44 1 538 39 90 25<br />
Website: www.tessenderlofinechemicals.co.uk<br />
TESSENDERLO ITALIA srl<br />
Fine Chemicals Plant<br />
30/32 Via Massari<br />
IT-28886 Pieve Vergonte (VB) (Italy)<br />
Tel.: +39 0324 86 01<br />
Fax: +39 0324 86 03 73<br />
TESSENDERLO UK Ltd<br />
West Bank Dock Estate<br />
GB-Widnes, Cheshire, WA8 0NY (Great Britain)<br />
Tel.: +44 1 514 24 42 81<br />
Fax: +44 1 514 23 28 14
PVC DIVISION<br />
LVM (Limburgse Vinyl<br />
Maatschappij) NV<br />
H. Hartlaan,<br />
Industrieterrein Schoonhees 2030<br />
BE-3980 <strong>Tessenderlo</strong> (Belgium)<br />
Tel.: +32 13 61 02 11<br />
Fax: +32 13 66 84 06<br />
Website: www.lvm.be<br />
LVM Limburg BV<br />
Koolwaterstofstraat 1<br />
NL-6161 RA Geleen (The Netherlands)<br />
Tel.: +31 464 76 81 48<br />
Fax: +31 464 76 46 41<br />
LVM TECHNICAL SERVICE<br />
Parc Technologique Alata<br />
c/o SAV BP 10<br />
FR-60550 Verneuil-en-Halatte (France)<br />
Tel.: +33 344 55 66 77<br />
Fax: +33 344 55 66 76<br />
APPLIED RESEARCH AND<br />
TECHNICAL SERVICE<br />
A.R.T.S.<br />
H. Hartlaan,<br />
Industrieterrein Schoonhees 2030<br />
BE-3980 <strong>Tessenderlo</strong> (Belgium)<br />
Tel.: +32 13 61 02 11<br />
Fax: +32 13 66 84 06<br />
PLASTIVAL SAS<br />
2, Route de Santoche<br />
FR-25340 Clerval (France)<br />
Tel.: +33 381 99 18 18<br />
Fax: +33 381 97 84 97<br />
Website: www.plastival.fr<br />
SAPLAST SAS<br />
22, rue de la Rochelle<br />
Port du Rhin<br />
FR-67100 Strasbourg (France)<br />
Tel.: +33 388 65 82 00<br />
Fax: +33 388 40 00 80<br />
Website: www.cousintessier.com<br />
SAV SAS Plant Mazingarbe<br />
Chemin des Soldats BP 49<br />
FR-62160 Bully-les-Mines (France)<br />
Tel.: +33 321 72 85 06<br />
Fax: +33 321 71 82 60<br />
TCT POLSKA Sp.zo.o.<br />
Ul. 15 Sierpnia 106<br />
PL-96-500 Sochaczew (Poland)<br />
Tel.: +48 46 863 02 01<br />
Fax: +48 46 863 00 96<br />
Website: www.cousintessier.com<br />
THERMOPLASTIQUES COUSIN-TESSIER SAS<br />
rue de la Vallée 3<br />
FR-85130 Tiffauges (France)<br />
Tel.: +33 251 65 71 43<br />
Fax: +33 251 65 71 61<br />
Website: www.cousintessier.com<br />
SALES OFFICES<br />
LVM FRANCE SAS<br />
69/71 rue du Chevaleret<br />
FR-75013 Paris (France)<br />
Tel.: +33 144 06 52 27<br />
Fax: +33 144 06 52 22<br />
LVM INTERNATIONAL<br />
c/o LVM<br />
H. Hartlaan,<br />
Industrieterrein Schoonhees 2030<br />
BE-3980 <strong>Tessenderlo</strong> (Belgium)<br />
Tel.: +32 13 61 02 11<br />
Fax: +32 13 66 84 06<br />
Website: www.lvm.be<br />
121
122<br />
LVM ITALIA srl<br />
Via Alserio, 22<br />
IT-20159 Milano (Italy)<br />
Tel.: +39 02 66 80 19 84<br />
Fax: +39 02 66 80 01 98<br />
LVM KUNSTSTOFFE GmbH<br />
& Co. KG<br />
Bahnstrasse 29-31<br />
DE-40878 Ratingen (Germany)<br />
Tel.: +49 210 21 00 50<br />
Fax: +49 210 21 00 577<br />
LVM NEDERLAND BV<br />
Nijverheidsweg 4<br />
NL-4854 MT Bavel (The Netherlands)<br />
Tel.: +31 161 438 400<br />
Fax: +31 161 438 409<br />
LVM UNITED KINGDOM Ltd<br />
3, Meadway Court<br />
Meadway Technology Park<br />
GB-Stevenage Herts SG1 2EF (Great Britain)<br />
Tel.: +44 1438 741 711<br />
Fax: +44 1438 743 155<br />
PLASTICS CONVERTING DIVISION<br />
CHELSEA BUILDING PRODUCTS Inc.<br />
565, Cedar Way<br />
US-Oakmont, Pennsylvania 15139 (USA)<br />
Tel.: + 1 412 826 80 77<br />
Fax: +1 412 826 80 96<br />
Website: www.chelseabuildingproducts.com<br />
DE HOEVE<br />
KUNSTSTOFRECYCLING BV<br />
De Nieuwe Haven, 16<br />
NL-7772 BC Hardenberg (The Netherlands)<br />
Tel.: +31 523 28 83 89<br />
Fax: +31 523 26 03 89<br />
DYKA BV<br />
Steenwijk Plant<br />
Produktieweg, 7<br />
NL-8331 LJ Steenwijk (The Netherlands)<br />
Tel.: +31 521 53 49 11<br />
Fax: +31 521 53 43 35<br />
Website: www.dyka.com<br />
DYKA PLASTICS NV<br />
Stuifzandstraat 47<br />
BE-3900 Overpelt (Belgium)<br />
Tel.: +32 11 80 04 20<br />
Fax: +32 11 80 35 27<br />
Website: www.dyka.com<br />
DYKA POLSKA Sp.zo.o.<br />
ul. Belgijska 5<br />
PL-55-221 Jelcz-Laskowice (Poland)<br />
Tel.: +48 71 301 00 00<br />
Fax: +48 71 301 00 01<br />
DYNAPLAST EXTRUCO Inc.<br />
11840, 55e Avenue<br />
Montréal (Québec)<br />
CA-H1E 2K3 (Canada)<br />
Tel.: +1 514 881 20 90<br />
Fax: +1 514 881 20 89<br />
Website: www.dynaplastextruco.com<br />
EUROCELL BUILDING PLASTICS Ltd<br />
Fairbrook House<br />
Clover Nook road<br />
Alfreton-Derbyshire<br />
GB-DE 55 4RF (Great Britain)<br />
Tel.: +44 1773 842 200<br />
Fax: +44 1773 842 199<br />
Website: www.eurocell.co.uk
EUROCELL PROFILES Ltd<br />
Fairbrook House<br />
Clover Nook road<br />
Alfreton-Derbyshire<br />
GB-DE 55 4RF (Great Britain)<br />
Tel.: +44 1773 842 200<br />
Fax: +44 1773 842 199<br />
Website: www.eurocell.co.uk<br />
FAIRBROOK plc<br />
Fairbrook House<br />
Clover Nook road<br />
Alfreton-Derbyshire<br />
GB-DE 55 4RF (Great Britain)<br />
Tel.: +44 1773 842 200<br />
Fax: +44 1773 842 199<br />
Website: www.eurocell.co.uk<br />
H.L. PLASTICS Ltd<br />
Fairbrook House<br />
Clover Nook road<br />
Alfreton-Derbyshire<br />
GB-DE 55 4RF (Great Britain)<br />
Tel.: +44 1773 842 200<br />
Fax: +44 1773 842 199<br />
Website: www.hlplasticsltd.co.uk<br />
MEDABIL TESSENDERLO SA<br />
Av. Das Industrias 700<br />
CEP 90200-290<br />
BR-Porto Alegre RS (Brasil)<br />
Tel.: +55 51 33 71 21 99<br />
Fax: +55 51 33 71 31 90<br />
Website: www.medabil.com.br<br />
PLASTIVAL SAS<br />
2, Route de Santoche<br />
FR-25340 Clerval (France)<br />
Tel.: +33 381 99 18 18<br />
Fax: +33 381 97 84 97<br />
Website: www.plastival.fr<br />
SOTRA-SEPEREF SAS<br />
25, rue de Brévillers<br />
FR-62140 Ste Austreberthe (France)<br />
Tel.: +33 321 86 59 00<br />
Fax: +33 321 86 59 01<br />
Website: www.sotra-seperef.com<br />
TARPEY – HARRIS Ltd<br />
Fairbrook House<br />
Clover Nook road<br />
Alfreton-Derbyshire<br />
GB-DE 55 4RF (Great Britain)<br />
Tel.: +44 1773 842 200<br />
Fax: +44 1773 842 199<br />
WYMAR INTERNATIONAL NV<br />
Brugstraat 27<br />
BE-8720 Oeselgem (Belgium)<br />
Tel.: +32 9 388 95 71<br />
Fax: +32 9 388 64 95<br />
Website: www.wymar.com<br />
SALES OFFICES<br />
DYKA GmbH<br />
Stahndorferstrasse, 32<br />
DE-14513 Teltow (Germany)<br />
Tel.: +49 33 283 99 40<br />
Fax: +49 33 283 99 450<br />
DYKA s.r.o.<br />
Unhostská 505<br />
CZ-27361 Velká Dobrá (Czech Republic)<br />
Tel.: +420 312 666 011<br />
Fax: +420 312 685 026<br />
JOHN DAVIDSON PIPES Ltd<br />
Townfoot Industrial Estate<br />
Longtown, Carlisle<br />
GB-Cumbria CA6 5LY (Great Britain)<br />
Tel.: +44 1228 79 15 03<br />
Fax: +44 1228 79 20 51<br />
123
124<br />
NORDROHR GmbH<br />
Schusterring 41<br />
DE-25355 Barmstedt (Germany)<br />
Tel.: +49 41 23 90 000<br />
Fax: +49 41 23 90 00 39<br />
PLASTIVAL s.r.o.<br />
Mikuleckého 1310/6<br />
CZ-147 00 Praha 4 (Czech Republic)<br />
Tel.: +420 244 470 880<br />
Fax: +420 241 490 089<br />
Website: www.plastival.cz<br />
PROFEX SAS<br />
rue de Vimy - ZI les Quatorze<br />
FR-62210 Avion (France)<br />
Tel.: +33 321 08 57 20<br />
Fax: +33 321 08 57 30<br />
Website: www.profex.fr<br />
TESSENDERLO CHEMIE HUNGARIA Kft<br />
Wymar division<br />
Csepeli Út. 15<br />
HU-2310 Szigetszentmiklos (Hungary)<br />
Tel.: +36 24 444 800<br />
Fax: +36 24 443 553<br />
Website: www.wymar.com<br />
WYMAR POLSKA Sp.zo.o.<br />
Ul. Gnieznienska 47<br />
PL-62-100 Wagrowiec (Poland)<br />
Tel.: + 48 67 26 26 246<br />
Fax: + 48 67 26 27 510<br />
Website: www.wymar.com<br />
WYMAR SYSTEMS Ltd<br />
Wymar House<br />
Severn Road<br />
Stourport-on-Severn<br />
Worcestershire<br />
GB-DY13 9EZ (Great Britain)<br />
Tel.: +44 1299 82 27 77<br />
Fax: +44 1299 82 22 36<br />
Website: www.wymar.com<br />
NATURAL ORGANIC PRODUCTS DIVISION<br />
ETS CAILLAUD SAS<br />
Route d’Alençon<br />
FR-61400 Saint-Langis-les-Mortagne (France)<br />
Tel.: +33 233 85 86 87<br />
Fax: +33 233 25 49 06<br />
PB GELATINS<br />
Marius Duchéstraat, 260<br />
BE-1800 Vilvoorde (Belgium)<br />
Tel.: +32 2 255 62 21<br />
Fax: +32 2 253 96 18<br />
Website: www.pbgelatins.com<br />
PB GELATINS FRANCE SAS<br />
2, rue de Hurtigheim<br />
FR-67117 Furdenheim (France)<br />
Tel.: +33 388 69 18 70<br />
Fax: +33 388 69 14 91<br />
Website: www.pbfrance.com<br />
PB GELATINS GmbH<br />
Grosse Drakenburgerstrasse 43<br />
DE-31582 Nienburg/Weser (Germany)<br />
Tel.: +49 50 21 60 100<br />
Fax: +49 50 21 60 10 60<br />
Website: www.pbgelatins.com<br />
PB GELATINS UK Ltd<br />
Industrial Estate<br />
Treforest-Mid Glamorgan<br />
GB-CF 375 SU (Great Britain)<br />
Tel.: +44 144 384 93 00<br />
Fax: +44 144 384 42 09<br />
Website: www.pbgelatins.com<br />
PB LEINER ARGENTINA<br />
Parque Industrial Sauce Viejo<br />
S3017W16-Sauce Viejo<br />
CC108 – S3016WAC – Santo Tomé<br />
AR-Santa Fe (Argentina)<br />
Tel.: +54 342 450 1100<br />
Fax: +54 342 450 1112<br />
Website: www.pbgelatins.com - www.gelatin.com
PB LEINER USA<br />
7001 Brady Street<br />
PO 2807<br />
US-Davenport, Iowa 52809 (USA)<br />
Tel.: +1 563 386 8040<br />
Fax: +1 563 391 1138<br />
Website: www.pbgelatins.com - www.gelatin.com<br />
SALES OFFICES<br />
PB LEINER ARGENTINA<br />
Arcos 2215 1° Piso – Of. 10<br />
AR-C1428AFI, Buenos Aires (Argentina)<br />
Tel.: +54 11 47 87 5002<br />
Fax: +54 11 47 87 5007<br />
Website: www.pbgelatins.com - www.gelatin.com<br />
PB LEINER USA<br />
366 North Broadway, Suite 307<br />
US-Jericho, NY 11753 (USA)<br />
Tel.: +1 516 822 4040<br />
Fax: +1 516 822 4044<br />
Website: www.pbgelatins.com - www.gelatin.com<br />
TESSENDERLO CHEMIE NEDERLAND BV<br />
PB Gelatins Division<br />
Postbus 3488<br />
NL-5203 DL ‘s-Hertogenbosch (The Netherlands)<br />
Tel.: +31 73 64 50 116<br />
Fax: +31 73 64 50 982<br />
125
126<br />
pages<br />
Acquisitions (recent) leaflet<br />
Addresses 118<br />
American Depositary Receipts (ADR’s) 12<br />
Annual General Meeting cover<br />
Applications 20<br />
Audit (committee) 75<br />
Balance Sheet NV 110<br />
Balance (consolidated) 82<br />
Board of Directors 7/73<br />
Calendar (financial) cover<br />
Call Warrant 72<br />
Capital 113<br />
Capital increase (share) 55<br />
Cash flow cover<br />
Chart of the group 78<br />
Committees 75<br />
Consolidated income statement 84<br />
Consolidated balance 82<br />
Consolidated turnover leaflet<br />
Consolidation differences (goodwill) 100<br />
Consolidation perimeter 92<br />
Corporate Governance 72<br />
Criteria of consolidation 92<br />
Debts (long-term) 89<br />
Dividend 14<br />
Divisions:<br />
Inorganic Chemicals 22<br />
Fine Chemicals 30<br />
PVC & Compounds 34<br />
Plastics Converting 40<br />
Natural Organic Products 46<br />
Environment 56<br />
Equity (shareholders) 105<br />
Figures over 10 years cover<br />
Financial fixed assets 88/105<br />
Financial ratios leaflet<br />
Financing table 86<br />
INDEX<br />
General Assembly of the shareholders cover<br />
Goodwill (consolidation differences) 100<br />
Graphs leaflet<br />
Guarantees 107<br />
Human resources 54<br />
Important figures cover<br />
Index (stock exchange) 12<br />
Intangible assets 87/103<br />
International presence 8<br />
Investor relations 15<br />
Key figures cover<br />
Leadership leaflet<br />
Long-term debts (state of) 89<br />
Management Committee 6/76<br />
Markets 20<br />
NextPrime 12<br />
Next 150 12<br />
Number of shares NV 12<br />
Off-balance sheet commitment 107<br />
Organisation chart companies 78<br />
Pension plan NV 116<br />
Personnel (costs for) 54<br />
Press releases (dates) cover<br />
Production units 118<br />
Products 20<br />
Profile leaflet<br />
Profit distribution 112<br />
Provisions & deferred tax 85/106<br />
Publications results cover<br />
R & D 66<br />
Recycling 58<br />
Results (consolidated) 84<br />
Results NV 112
Safety 56<br />
Sales offices 118<br />
Share <strong>Tessenderlo</strong> Chemie NV 12<br />
Shareholders 12<br />
Stock options 72<br />
Strategy of the group leaflet<br />
Subsidiary companies 94<br />
Tangible fixed assets 87/104<br />
Taxes 85/91<br />
Turnover breakdown leaflet<br />
Turnover (consolidated) leaflet<br />
Valuation criteria 92<br />
www 125<br />
127
128<br />
Editor<br />
G. Dusar – Corporate Communication<br />
<strong>Tessenderlo</strong> Chemie International<br />
Troonstraat 130<br />
B-1050 Brussels (Belgium)<br />
Tel.: +32 2 639 18 11<br />
Pre-press and printing<br />
Drukkerij Lannoo, Tielt (B)<br />
Het jaarverslag is tevens beschikbaar in het Nederlands.<br />
Le rapport annuel est également disponible en français.<br />
The Annual Report (in English, Dutch, French) can be consulted on our website:<br />
www.tessenderlogroup.com; see Corporate – Investor Relations.<br />
The Environmental Report (available in English and Dutch) can be downloaded via our website:<br />
www.tessenderlogroup.com; see Safety & Environment – Environmental Report.<br />
<strong>Tessenderlo</strong> Chemie NV<br />
Administrative Headquarters<br />
rue du Trône 130<br />
B-1050 Brussels (Belgium)<br />
Tel. +32 2 639 18 11<br />
Fax +32 2 639 19 99<br />
Telex 23619 prolimb<br />
BTW/RPR 0 412 101 728<br />
Webstek: www.tessenderlogroup.com