Professional Documents
Culture Documents
Untitled
Untitled
CONTENTS
S i m p l i fi e d diagram of s i g n i fi c a n t shareholdings 4
Board of Directors 6
International Board 7
Executive Committee 8
Management 9
ACTIVITIES OF THE C O M PA N Y 11
PA RT I C I PAT I O N S 25
HOLDINGS 27
Groupe Bruxelles Lambert S.A. (GBL) 29
Lambert Brussels Associates Limited Partnership (LBA) 30
P a r fi n a n c e 31
BANKS 33
Banque Paribas (Suisse) S.A. (Paribas Suisse) 34
Banque Internationale a Luxembourg (BIL) 35
Henry Ansbacher Holdings Pic. (HAH) 36
Banque de Gestion Privee-SIB (BGP) 37
Banque Bruxelles Lambert (BBL) 38
The Drexel Burnham Lambert Group Inc. (DBLG) 39
I
Royale Beige 43
P e t r o fi n a S.A. 44
Tractebel 45
G o m p a g n i e L u x e m b o u r g e o i s e d e Te l e d i f f u s i o n ( G LT ) 4 6
Compagnie Internationale des Wagons-Lits et du Tourisme (Wagons-Lits) 47
Society Parisienne d'Entreprises et de Participations (SPEP) 48
Imetal 49
C O M PA N Y ACCOUNTS 55
A S S O C I AT E S 57,0 m LAMBERT
3 S.A.
28,6 50,0
F I N A N C I E R E D E PA R I B A S
PA R F I N A N C E
25,2 SUISSE
JE BANOUE
B A N O U E PA R I B A S
DNALE DE GESTION
15,5 (SUISSE)
)URG PRIVEE-SIB
SAMUEL TA P E R N O U X Secretary,
Geneva
Directors
HANS BRAUNSCHWEILER W i n t e r t h u r,
Chairman, Winterthur Assurances S.A.
PA U L D E S M A R A I S S r. Montreal,
Chairman, Power Corporation of Canada
Auditors
Members
JAMES BALOG N e w Yo r k ,
Chairman of the Board, The Lambert Brussels Capital Corporation
EDWARD E. M AT T H E W S N e w Yo r k ,
Executive Vice-President, American International Group Inc.
DIDIER P I N E A U - VA L E N C I E N N E Paris,
Executive Chairman, Schneider S.A.
Chairman
Members
PA U L D E S M A R A I S S r. Montreal,
Chairman, Power Corporation of Canada
Secretary
DIDIER BELLENS S e n i o r V i c e - P r e s i d e n t a n d C h i e f F i n a n c i a l O f fi c e r
8 PA R G E S A H O L D I N G S . A . • A N N U A L R E P O R T 1 9 8 9
M A N A G E M E N T
Senior Management
Bank shareholdings
DIDIER BELLENS S e n i o r V i c e - P r e s i d e n t a n d C h i e f F i n a n c i a l O f fi c e r
CHRISTOPHE G R AV E Vice-President
Advisers
Interna] Audit
HENRIPERPETE Vice-President
PA R G E S A H O L D I N G S . A . • A N N U A L R E P O R T 1 9 8 9 9
A C T I V I T I E S O F T H E C O M PA N Y
PA R G E S A H O L D I N G S . A .
PA R G E S A H O L D I N G S . A . ■ A C T I V I T I E S O F T H E C O M PA N Y 1 9 8 9 11
The Group is invested primarily in
PargesaGroupconsist ofo
fur
operational holding companies: banks (21%), insurance and financial
services (22%), trading companies
— the parent company, Pargesa Hold (23%) and energy (20%).
PA R G E S A H O L D I N G S . A , - A C T I V I T I E S O F T H E C O M PA N Y 1 9 8 9 15
E V O L U T I O N O F T H E PA R G E S A S H A R E P R I C E
16
Pargesa disposed of 6% of the capital 2. Consolidated profit and loss account
of Banque Paribas (Suisse) S.A., reduc
The consolidated profit before extraor
ing its holding from 31.5% to 25.5%.
This involved shares other than those
dinary items rose in 1989 to SF 207.5
million, i.e. SF 179.4 per share.
held jointly with Paribas Paris, through
the Societe Financiere de Paribas In February 1990, The Drexel Burnham
S u i s s e B . V. Lambert Group Inc. was obliged to
PA R G E S A H O L D I N G S . A . - A C T I V I T I E S O F T H E C O M PA N Y 1 9 8 9 17
DIVIDEND AND NET PROFIT PER SHARE
179.4
64.7
61.7
57.9
2416.6
2295.4
Net profit per share before extraordinary result (adjusted) Market Capitalisation
18
Evolution of direct and indirect contributions to income from participations
(SF million) 89 % 88 %
— Results from HAH were considerably The Board will propose at the General
Meeting a distribution of a dividend of
improved and contributed 7% of our
SF 65 per bearer share. The total divi
participations income.
dend distributed by the company would
— Contributions from the participations therefore be SF 75.2 miUion, leaving SF
held by our French subsidiary Parfin- 99.3 million to be carried forward.
ance continue to make significant
progress, especially in respect of
SPEP (Groupe Schneider), Imetal and
CFAO,
PA R G E S A H O L D I N G S . A . - A C T I V I T I E S O F T H E C O M PA N Y 1 9 8 9 19
BREAKDOWN OF PORTFOLIO BY SECTOR (%)
Banks 20.9
Insurances 13.8'
20
statutory profit and dividend
1989 1988 1987 1986>
4. Net asset value and structure of on a fully consolidated basis and includ
portfolio ing third party minority interests of GBL,
Parfinance and LEA. Taking into account
At the end of 1989, based on market
the investment policy followed during
prices of quoted direct and indirect subsi
the last few years and the complete
diaries and on the book value of share
amortisation of the participation in The
holders' equity of non-quoted subsidia
Drexel Bumham Lambert Group Inc.,
ries, the estimated value of assets held
the share of the industrial and commer
by Pargesa Holding S.A. was SF 2,961
cial sector represents 43,2% of the total
million, This valuation is after the
portfolio, with banks now being 20.9%,
complete amortisation of the participa
tion in The Drexel Bumham Lambert
5. Stock market development and
Group Inc,
fi n a n c i a l r a t i o s
Pargesa's long term borrowing, denomi
The diagram on page 16 shows the
nated in Swiss francs, ECU and Luxem
progress of the share price compared
burg francs, is SF 327 million; these loans
with the SBC General and Banking
were taken out between 1986 and 1988,
Indices,
and the average interest rate is 4,6%,
The average annual growth in profit per
On the bases shown above, the net
share (before DBLG amortisation) has
asset value is SF 2,634 miUion, i.e.
been almost 6% since 1986, In this
SF 2,048 per share. This includes
same period, the dividend has
shares issued in respect of bonds
increased by an average of 4%,
repayable with shares.
The stock market price at the end of
The diagrams on pages 20 and 22 show
1989 shows a discount of 13% relative to
the spread by sector and region of the
the estimated net asset value.
Pargesa Group's long term investments
Historical data per share
PA R G E S A H O L D I N G S . A . - A C T I V I T I E S O F T H E C O M PA N Y 1 9 8 9 21
BREAKDOWN OF PORTFOLIO BY REGION (%)
s:.
U.S.A, 7.3
Switzerland 6.6
U.K. 4.8
2 2
6. Conclusion If these proposals are accepted, the
dividend distributed will be SF 65 per
The Board of Directors will propose at
bearer share issued before 1 January
the General Meeting a dividend of SF
1989, SF 6.50 per registered share
65 per bearer share and SF 6.50 per
issued before 1 January 1989, and
registered share.
SF 32.50 per bearer share issued in
On this basis, new shares issued in 1989 June 1989, SF 3.25 per registered share
are entitled to a half-dividend, i.e. SF issued in June 1989.
32.50 per bearer share and SF 3.25 per
Certain Directors have reached the end
registered share. The dividend per of their term of office. Being ehgible,
share paid in respect of the financial
they offer themselves for re-election.
year is thus the same as that paid for
They are Mr Michel Albert, Mr Paul
1988, but a larger number of shares is
Desmarais Sr., Mr Gerard Eskenazi, Mr
being remunerated.
Albert Frere, Mr Luzius Gloor, Mr Andre
de Pfyffer, Mr Robert Piaget, Mr Pierre
7. Proposals at the General Meeting
Scohier and Mr Samuel Tapernoux.
Taking into account the profits of the Gerard ESKENAZI, Chairman
financial year, the Board will propose at
Albert FRERE, Deputy Chairman
the General Meeting that the net profit
for the year of SF 80,141,660 together
with the balance brought forward of SF
98,385,310, making a total of
SF 178,526,970, be allocated as follows;
— dividend SF 75,189,855
— legal reserve SF 4,010,000
— r e t a i n e d e a r n i n g s S F 9 9 , 3 2 7 , 11 5
PA R G E S A H O L D I N G S . A , - A C T I V I T I E S O F T H E C O M PA N Y 1 9 8 9 23
PA RT I C I PAT I O N S
S U B S I D I A R I E S A N D PA R T I C I PAT I O N S : K E Y D ATA
1. Consolidated % participation
2. Total of direct % participations of the Group
3. Including DBLG amortisation
4. Permanent capital
5. At 31 December 1989, BIL held the following participations:
- 2,4% of Paribas Suisse,
- 14% of HAH,
- 1 5 . 5 % o f B O P.
PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9 25
HOLDINGS
Pargesa Holding S.A., based in Geneva, The role of these holding companies is
is the parent company of the Pargesa to apply the strategy of the Group,
Group. fostering a climate of confidence that
favours the development of a true part
Groupe Bruxelles Lambert S.A., in addi
tion to its function as Pargesa's most nership between the Group and its
participations and subsidiaries, both in
significant international partner is
t h e fi n a n c i a l s e c t o r a n d t h a t o f i n d u s t r i a l
responsible for the Group's investments and service companies.
in Belgium.
PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9 27
28
GROUPE BRUXELLES LAMBERT S.A. (GBL)
he second largest Belgian hold sified its activities into the following
ing company in terms of assets, sectors: finance, energy, insurance, media,
GBL has to a large extent diver tourism, real estate and international trade,
PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9 2 9
L A M B E R T B R U S S E L S A S S O C I AT E S
LIMITED PARTNERSHIP (LBA)
The year's results have been influenced continue to increase their funds under
30 PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9
PARFINANCE
P a r fi n a n c e a l s o s u b s c r i b e d f o r i t s s h a r e
in the call for funds carried out in 1989
PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9 31
32
BANKS
PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9 33
BANQUE PARIBAS (SUISSE) S.A. (PARIBAS SUISSE)
* Swiss francs
Net profit, after amortisations and provi Currency and short term loans deve
sions, rose by 6.2%, being SF 85.2 million loped in a radically changing environ
compared with SF 80.2 miUion in 1988. ment. The bank's net margins
decreased in 1989, notably because of
The Board will propose the distribution
the ending of the exceptional financing
of a dividend of SF 17.5 (compared with
conditions experienced during the first
SF 16,5 in 1988), an increase of 6%.
half of 1988,
The bank's equity increased, after
The recent development of risk mana
distribution of 1989 profit, to SF 688.3
gement techniques and methods, of
miUion, compared with SF 663.2 million
interest rates and currency conversion,
at the end of the previous financial year.
(Forward Rate Agreements, swaps,
At 31 December 1989, the total of the options) have made it possible to
balance sheet was SF 6.9 biUion. achieve a considerable increase in the
volume of business.
Paribas Suisse experienced a favoura
ble development in its commercial The acquisition of the Zurich bank Louis
banking activities. Loans to clients Dreyfus, completed in May 1989, will ena
increased by 22.5% in comparison with ble Paribas Suisse to strengthen its posi
the previous year. tion in German-speaking Switzerland.
Funds placed with the bank for invest Finally, income from shares and long term
ment also grew substantially. participations increased.
The bank's share of the Swiss capital
market — an area of fierce competition
between the institutions concerned —
r o s e f r o m 3 . 11 % t o 4 . 4 6 % . P a r i b a s
* L u x F
At the end of the 1989 financial year, Operations in capital markets continued
the total of the balance sheet was Lux to be active. With its large scale plac
F 515,6 bilhon (SF 22.3 billion) compared ing capacity, BIL took part as leading or
with Lux F 418.3 biUion in 1988, i.e. an joint-leading bank in 368 national and
increase of 23,3%, The net profit was international issues.
Lux F 1,4 billion (SF 62 milhon), allowing
The sector of collective issuing institu
the distribution of a net dividend of Lux
tions has again expanded in Luxem
F 500 (SF 21,6) per share.
burg, and BIL has been a principal
For many years, considerable effort has beneficiary from this trend. Its position
been devoted to services relating to as leader in the Luxemburg market, and
private fund management. In 1989, the also as a worldwide provider of funds
range of products and services offered and administrative services improved
to the national and international chent still further during the year, in spite of
base was extended once again. Particu keen competition.
lar attention was also directed to institu
tional fund management and the streng
thening of co-operation with Euro
Pacific Advisers in Hong Kong and
Banque de Gestion Privee-SIB in Paris,
two companies of the Group in which
BIL has a holding.
PA R G E S A H O L D I N G S . A , - PA R T I C I PAT I O N S 1 9 8 9 35
HENRY ANSBACHER HOLDINGS PLC (HAH)
ounded in 1894, the London HAH which operates in the fields of corporate
group has its principal activity credit, mergers and acquisitions, financial
in merchant banking through its advice, and management and adminis
subsidiary Henry Ansbacher & Co Limited, tration of "offshore" trusts and companies.
1989 was a year of rationalisation and 1989 is also the first full financial year of
expansion for HAH which withdrew from Henry Ansbacher Asset Trading Ltd
the insurance broking sector in order to (HAAT), the subsidiary formed in July
concentrate exclusively on its activities 1988 to trade in the market of credit for
as a merchant banker. The pre-tax developing countries. The results
profit achieved is £10. 1 miUion (SF 25 achieved have been excellent. In the
million) compared with £7.2 million in course of 1989, HAAT has satisfactorily
1988. This year's profit was enhanced concluded 208 transactions with
(SF 14.6 million) arising principally from total of US$ 1.2 billion (SF 1.8 billion).
the sale of the insurance business.
In London, the three principal depart
In January 1989, the "offshore" division ments of Henry Ansbacher & Co Ltd —
of Henry Ansbacher & Co Ltd acquired commercial credit, corporate advice
The International Trust Group, making it and treasury — have had satisfactory
possible to extend the activity of fund results. The mergers and acquisitions
management and administration of department, based in New York and
" offshore trusts" from Europe (Guern
London, experienced a very active
sey, Gibraltar and Monaco) to the Baha year, during which it was able to
mas, the Cayman Islands (where the conclude a significant number of deals
bank was already present) and the in the media and pubhshing sectors.
Virgin Islands. Assets administered by
the " offshore" division are now in
excess of £1 billion (SF 2.5 biUion). The
expansion of this division has made a
significant contribution to the pre-tax
profit of HAH in this financial year.
argesa Group's banking subsidi gement for third parties, financial and
ary in France, BGP is active in banking technical advice, market trad
four main sectors: asset mana ing and real estate.
Net profit for 1989 is FF 80.8 million Emerging Markets Fund and The
(SF 21.5 million), an increase of 32% Vienna Investment Fund have been
PA R G E S A H O L D I N G S . A , - PA R T I C I PAT I O N S 1 9 8 9 3 7
BANOUE BRUXELLES LAMBERT (BBL)
* Belgian francs (adjusted) - 1, Financial years ending 30.09 - 2. and of GBL's subsidiaries.
At the end of 1989, BBL showed further The availability on the market of unres
progress in its consolidated results. Net tricted liquidity together with the
profit for the year has risen by 23% progressive rise in interest rates — start
compared with the previous year, ing with short term rates — has in contrast
reaching BF 4.9 billion (SF 212,2 resulted in a reduction of intermediary
milhon), and the balance sheet total is margins, BBL has for the most part com
almost BF 2,000 billion (SF 86,6 billion). pensated for this narrowing of margins
by significantly increasing its volume.
This expansion is happening in the
context of strong growth of the In addition, other income, made up
economy, both in Belgium and other mainly of fees, has increased by 10%,
countries, shown by a sustained
Finally, BBL continued its pohcy of cover
increase in business investment, a rise
in international business and an incr
ing sovereign risk where international
debts have been rescheduled. On the
ease in personal wealth. These factors
basis of consohdated data, loan loss pro
have had the effect of stimulating BBL's
visions for these debts are now at 100%,
lending activity to the private sector,
which have risen by 23%, On the other
hand, public sector credit has decreased
by 7%,
3 8 PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9
THE DREXEL BURNHAM LAMBERT GROUP INC. (DBLG)
On13Febu
rayr 1990,TheDe
rxel
Burnham Lambert Group Inc.
(DBLG), parent company of
concluded, enabling LBA to receive
dividends from DBLG for 8 years, in
Drexel Burnham Lambert Inc., one of return for a dilution of 20% of its holding
the largest brokerage institutions in the over this 8-year period.
United States, filed for protection under
The value of LBA's investment in DBLG
Chapter XI of the American federal
cannot be determined at this stage,
bankruptcy law.
given the numerous uncertainties
This event has been the subject of involved in the bankruptcy procedure
extensive commentary and analysis in and the difficulty of valuing assets and
the press. It will no doubt continue to d e fi n i t e o r c o n d i t i o n a l l i a b i l i t i e s o f
be discussed and studied within the DBLG. Without expressing any opinion
context of business and economics in as to the eventual recovery by LBA of
the 1980s. As far as this Report is its investment in DBLG, the Board
concerned, it is, however, appropriate decided on 26 March 1990 to write-off
to limit matters to setting out the effect SF 200.6 million, the value of Pargesa
of the event on Pargesa Group. Group's holding in DBLG. This amount
is equivalent to 100% of the value of
Pargesa holds 25.4% and GBL holds
57 % of Lambert Brussels Associates
Pargesa's indirect participation in DBLG.
voting right.
PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9 39
40
INDUSTRY AND SERVICES
In the industry and services sector, the Industrial participations are selected
investments of Pargesa Group are according to two fundamental strategic
concentrated in a limited number of requirements. The first is to ensure
businesses and companies which are sufficient diversification to be prepared
considered to offer strong prospects for for changes in the economic situation.
the future. The second requires a regular pattern
of growth.
The Group aims to take part in the defi
nition of their strategies and to apply
the implementation of pohcies by
means of an active involvement with
their Directors and Managers.
PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9 41
4 2
R O YA L E BELGE
Looking ahead to the European Single However, receipts from single premium
Market in 1993, Royale Beige intends to group insurance and personal accident
develop its policy of international insurance showed lower levels of
expansion with the support of its two performance.
principal shareholders, GBL and UAP.
After the realisation of new capital gains
Close co-operation with UAP-Nederland
on assets of BF 8.7 billion (SF 376.7
has just been brought into effect by
million), the potential capital gains at
means of the creation of Royale Beige
31 December 1989 are BF 36.2 bilhon
Internationale, which holds 39% of
(SF 1.6 billion).
UAP-Nederland Life and of UAP-Neder-
land lARD. The profit allows the company's ordinary
shares to have distributed to them a
The total of insurance premiums
dividend increased by 10.2% compared
received by the Royale Beige group
with that of the previous year.
reached BF 46 billion (SF 2 biUion), an
increase of 8%. This progress is primar
ily due to the very satisfactory level of
new business written in personal life
insurance, fire and motor assurance.
PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9 43
PETROFINA S.A.
The proven reserves of the group are into a company named Fina Europe
110 million tonnes crude oil equivalent whose objective is to achieve uniform
at the end of the year. In 1989, 112% of ity, harmony and integration of common
production was replaced. service operations for the European
subsidiaries.
The area for prospecting has grown by
46%, now extending over 57,800 square In 1989, the group's investment
kilometres at the end of 1989. expenses were in the region of BF 50
billion (SF 2.2 billion).
The distribution sector has profited from
sustained high levels of demand for oil The proposed net dividend is BF 416
products. The refineries worked at full (SF 18) per share, payable to 21,660,445
capacity both in Europe and the United shares.
States.
Trace
tbelsi ahodlnigandresearch
and development company. It
consists of an international,
traditional sectors of energy and engi
neering, to industrial services and
widely diversified group whose opera communications.
Consolidated net profit for the 1989 traditional operations. The Fabricom
financial year was BF 8.8 billion group has also continued to acquire
(SF 379.6 million). companies both in Belgium and other
countries.
Tractebel, Belgium's leader in produc
tion and distribution of electricity and Tractebel is also Europe's Number 1
gas, carries out its operations through private cable television operator, rank
Ebes, Unerg, Intercom, A.G.M. and ing among the world's top six compa
Distrigaz. Tractebel is the reference n i e s i n t h i s s e c t o r. C o d i t e l i s Tr a c t e b e l ' s
shareholder and industrial operator of principal subsidiary in this area, and is
these companies. The Ebes, Unerg and established in Belgium, France, Spain,
Intercom companies have decided in Switzerland and the United States. It is
principle to merge their activities within associated with the consortium that has
a single company in the course of 1990. been selected to build and run Hong
PA R G E S A H O L D I N G S . A , - PA R T I C I PAT I O N S 1 9 8 9 45
COMPAGNIE LUXEMBOURGEOISE DE TELEDIFFUSION (CLT)
The Group's audiovisual interests are now on contribute in a very significant way
located in Audiofina which is held — to the improvement to the 1990 results.
directly or indirectly - 57% by GBL. At
Elsewhere, the successful launch of RTL
31 December 1989, Audiofina held
Ve r o n i c a i n t h e N e t h e r l a n d s i n a s s o c i a
5 6 . 6 % o f C L T.
tion with VNU and Elsevier together
In May and June 1989, CLT increased its with Joop van Ende, one of the leading
capital by Lux F 2,1 billion (SF 90.9 million). private Dutch production companies,
makes it possible to look forward to
The deterioration of profitability of RTL
increased profits in the near future.
Television (Luxemburg) and RTL Radio
in West Germany, together with the The profitability of RTL Radio has held
large provisions made for the M6 chan up well, and for the ninth consecutive
nel in France and Tele 5 in Germany year it has maintained its position as the
have weighed heavily against this year's leading French radio station by a wide
net profit, reduced from Lux F 881 margm. This continuing success points
milhon in 1988 to Lux F 196 milhon to a satisfactory development in the
(SF 8,5 milhon) in 1989, profits of CLT over the next few years.
It is to be noted that the results of RTL
Plus reached break-even point during
the last part of 1989, They should from
46 PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9
C O M PA G N I E I N T E R N AT I O N A L E DES WAGONS-LITS
ET DU TOURISME (WAGONS-LITS)
Fromh
teyearofsti o
fundaoitnni
1876, Wagons-Lits has operated
sleeping carriages and restaur
has launched into the tourism, hotel,
restaurant and car hire sectors.
ant cars on the great European rail
PA R G E S A H O L D I N G S . A , - PA R T I C I PAT I O N S 1 9 8 9 47
S O C I E T E PA R I S I E N N E D ' E N T R E P R I S E S
ET DE PARTICIPATIONS (SPEP)
SPEPhodlsconro
tlofSchnedier
S.A., of whose equity it has 58.5%,
Schneider S.A. is a major private
Gerin, Telemecanique, SPIE Batignolles,
Jeumont Schneider in the fields of elec
French group. It carries out its opera trical energy, contracting and services.
The policy of rationahsation of the group's (SF 70.6 million) additionally in the
structure has been continued. Jeumont- event that the options are fully exer
Schneider regrouped is activities within cised and convertible bonds for a total
three companies: JS Automatismes, of FF 469 million (SF 125.0 milhon),
JS Industries and JS Transformateurs, In 1989, SPEP showed a marked incr
contributing some of its operations to
ease in its consolidated net profit,
Merlin-Gerin. Schneider's participation
which was, in terms of Group share,
in Merlin-Gerin was thus increased to
FF 603 milhon (SF 160.7 million),
60%.
compared with FF 409 milhon in 1988.
This is due particularly to the increase
The group's financial resources were
in net profit (Group share) of Schneider,
i n c r e a s e d i n o r d e r t o a c h i e v e r e fi n a n c
which increased to FF 876 miUion (SF
ing of the acquisition of Telemecanique, 233.4 miUion), compared with FF 560
the total cost of which is FF 7.5 billion
miUion in 1988, associated with the
(SF 2.0 billion). Schneider consequently
excellent performances recorded by
issued in June for FF 2.4 billion
the operational subsidiaries.
(SF 639.6 million) convertible bonds (of
which 73% are convertible as from 1989);
in February 1990, SPEP carried out the
simultaneous issue of shares with
48 PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9
IMETAL
Im^tal continued to concentrate its core Metaleurop has been reduced from
activities in the fields of production and 29% to 15%, and consequently this
distribution of building materials (roof company has been removed from the
ing, bricks and floor tiles) and industrial scope of consolidation.
minerals.
The withdrawal of the group from
External acquisitions were a feature of sectors which no longer form part of its
these activities, enabling Imetal to core business should be continued in
strengthen its position and market share the future, and it will give rise progres
in the building materials sector. The sively to substantial capital gains.
group thus became Europe's Number With the objective of financing the new
1 producer of natural slate when it took
acquisitions, Imetal issued in July bonds
control of Financiere d'Angers. Simi
repayable in shares with warrants. The
larly, the acquisition of tile and brick
total of this issue was FF 672 milhon
works in South West France, where the
(SF 179.1 million).
company was already active, made it
possible to complete and rationalise Consohdated net profit (Group share) is
Im^tal's operations in that region. More estimated at FF 470 million (SF 125.2
recently, the group has taken a 37% milhon), of which FF 72 milhon (SF 19.2
holding in France Alfa, a French million) is extraordinary profit. In 1988,
company that is a subsidiary of an consolidated profit was FF 578 million,
Italian ceramics producer. which included an exceptional profit of
FF 212 milhon.
Consistent in the application of its
pohcy, Imetal has proceeded with the
complete or partial disposal of
non-strategic assets. Its participation in
PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9 49
COMPAGNIE FRANQAISE
DE L'AFRIQUE OCCIDENTALE (CFAO)
At the start of 1989, CFAO took control of ary CICA to administer the major part of
the Ruche Meridionale chain of hyper its automobile distribution business
markets. The total cost of this operation which was previously managed directly
was FF 1.5 billion (SF 400 million), two by CFAO.
thirds of which was paid for in cash, the
Finally, there was a modification in the
remaining being financed by the issue CFAO shareholding with the entry of
of convertible bonds. This holding,
the French group Pinault whose holding
within which the group's other large
is at the level of 20%.
scale distribution subsidiaries had been
regrouped, was disposed of at the start Consohdated net profit (Group share)
of 1990. for 1989 is FF 302 million (SF 80.5 mil
lion), compared with FF 377 million for
CFAO strengthened its position as a
the previous year. Excellent performances
supplier of equipment for public works achieved by CDME (France's Number 1
by the acquisition of the Canadian com distributor of electrical equipment, 88%
pany Perco and by the purchase, for the
sum of US$ 323 miUion (SF 497.4 million) holding) had their effect reduced by
the requirement for new provisions in
of 100% of the equity of the American
Africa and by significant expenses aris
company Prime Equipment Corp.
ing from recent acquisitions.
The company carried out a simplifica
tion of its administrative systems by the
introduction of the specialised subsidi
5 0 PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9
SWIPAR HOLDING AG (SWIPAR)
PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9 51
RINSOZ & ORMOND
his Swiss industrial group origi the businesses of food production and
nally started in the tobacco sector. distribution. The company is quoted on
Today it is also diversified into the main Swiss stock markets.
1 5 %
Pargesa's participation
Negotiations carried out with a group of Sale in the tobacco sector decreased
investors enabled Pargesa Holding S.A. by 0.6%, this being a less marked fall
to raise its stake to 15%. than that seen in previous years.
Consolidated net profit of Rinsoz & Samvaz, a company held 49% by Rinsoz
Ormond is SF 6.2 million, compared & Ormond, manufactures and markets
with SF 3.9 million in 1988. The growth products for the construction industry
in profit per share is 20%. (fasteners, tools, girders). Its sales
increased by 14% to SF 26.5 million in 1989.
In the course of the financial year, the
company continued to build up its food For Rinsoz & Ormond, 1989 was a year
production and distribution sector. The marked by internal rationalisation and
share of the food business in the total reorganisation. The benefits of these
consolidated turnover (disregarding the measures will start to come into effect
amount received as tobacco tax) today in 1990.
is close to 50%.
5 2 PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9
O T H E R D I R E C T PA R T I C I PAT I O N S
P A R G E S A B A N K C O R P. PA R G E S A L U X E M B O U R G S . A .
Pargesa Holding has 100% of the capital This 100% owned subsidiary concen
of Pargesa Bank Corp., incorporated in trates the main part of Pargesa Group's
the Cayman Islands. It acts mainly as a cash management activities. It thus ope
financial intermediary for placings in the rates in currency and money markets,
Euromarket and for short-term opera and takes responsibility for the manage
tions in international capital markets. ment of share and bond portfolios.
PA R G E S A H O L D I N G S . A . - PA R T I C I PAT I O N S 1 9 8 9 53
C O M PA N Y ACCOUNTS
SUMMARY
PA R G E S A H O L D I N G S . A . ■ C O M PA N Y A C C O U N T S 1 9 8 9 5 5
C O N S O L I D AT E D B A L A N C E S H E E T A S AT 3 1 D E C E M B E R
ASSETS SF SF
1989 1988
Current assets:
To t a l c u r r e n t a s s e t s 263,888,659 303,695,154
Fixed assets:
To t a l fi x e d a s s e t s 1,921,720,061 1,652,770,340
Intangible assets:
56 PA E G E S A H O L D I N G S . A . - C O M PA N Y A C C O U N T S 1 9 8 9
LIABILITIES AND SHAREHOLDERS' EQUITY SF SF C O N S O L I D AT E D
1989 1988
Liabilities:
To t a l d u e t o b a n k s 64,969,609 164,490,345
To t a l c u r r e n t l i a b i l i t i e s 111,310,896 201,445,961
To t a l l i a b i l i t i e s 439,501,128 519,158,097
Debenture loans
Shareholders' equity:
PA R G E S A H O L D I N G S . A . - C O M PA N Y A C C O U N T S 1 9 8 9 57
C O N S O L I D AT E D P R O F I T A N D L O S S A C C O U N T
A S AT 3 1 D E C E M B E R
SF SF
1989 1988
Operating income:
Operating expenses:
58 PA R G E S A H O L D I N G S . A . C O M PA N Y A C C O U N T S 1 9 8 9
SF SF C O N S O L I D AT E D
1989 1988
Extraordinary expenses:
Amortisation of investment
in The Drexel Burnham Lambert Group Inc. 200,610,752
Amortisation and provisions 2,291,861 1,000,000
Charges on debenture loan 947,378
PA R G E S A H O L D I N G S . A . - C O M PA N Y A C C O U N T S 1 9 8 9 59
SF SF
1989 1988
A L L O C AT I O N O F AVA I L A B L E P R O F I T
A L L O C AT I O N S MADE
Sub-total 335,020,856
410,614,336 477,795,148
A L L O C AT I O N P R O P O S E D TO T H E
SHAREHOLDERS' MEETING OF 1 JUNE 1990
C O N S O L r o AT E D SF SF
1989 1988
Operating activities:
Net p r o fi t for the year 4,601,892 160,210,949
Amortisation and provisions 146,556,834 9,031,839
Share of results of companies subject
to equity accounting net of dividends received (54,706,600) (69,980,049)
Investment activities:
Financing activities:
Issue of bonds 132,837,244 40,400,000
Share capital increase 126,350,000
Share premium 50,154,077
Va r i a t i o n o f o t h e r a s s e t s a n d s h o r t t e r m
income net of short term liabilities and provisions 10,451,437 (11,483,605)
Dividend paid (71,083,480) (67,802,704)
PA R G E S A H O L D I N G S . A , - C O M PA N Y A C C O U N T S 1 9 8 9 61
N O T E S T O T H E C O N S O L I D AT E D A C C O U N T S
A S AT 3 1 D E C E M B E R 1 9 8 9
T h e c o n s o l i d a t e d fi n a n c i a l s t a t e m e n t s
Consohdation goodwill is amortised
have been prepared according to the
over a period not exceeding 40 years.
following principles:
Percentage
F U L LY C O N S O L I D AT E D C O M PA N I E S : held
C o m p a g n i e d e Va l o r i s a t i o n I n d u s t r i e l l e C o v a l o r S . A . , F r i b o u r g 1 0 0 . 0
62 PA R G E S A H O L D I N G S . A , - C O M PA N Y A C C O U N T S 1 9 8 9
3. ACCOUNTING PRINCIPLES The following exchange rates where
PA R G E S A H O L D I N G S . A . - C O M PA N Y A C C O U N T S 1 9 8 9 6 3
3g) Taxes 3h) Share of the net income of com
panies subject to equity accounting
The Company provides for taxes when
profits are earned irrespective of due This item includes the Company's share
dates. in the consolidated or non-consohdated
net income of the companies subject to
equity accounting.
4. SECURITIES
Swiss shares: SF
-Banks 11 3 , 2 4 3
— Financial institutions 14,718
— Industrial companies 18,780,439
Foreign shares:
-Banks 68,141,054
— Financial institutions 7,126,933
- Industrial companies 4,418,054
To t a l of shares 98,594,441
Foreign bonds:
- Public institutions 5,442,210
- Others 32,992,641
To t a l of bonds 38,434,851
To t a l 142,207,052
Shares and bonds are valued at the lower of cost or market value.
held
Lambert Brussels Associates Limited Partnership, Bermuda:
— Va r i a b l e r a t e d e b e n t u r e n o t e s m a t u r i n g o n 3 0 J u n e 1 9 9 8 —
Parfinance, Paris
— Bonds repayable in shares
7,5% maturing 1 January 1997 -
66 PA R G E S A H O L D I N G S , A . - C O M PA N Y A C C O U N T S 1 9 8 9
1 0 . D E B E N T U R E L O A N S R E PAYA B L E Lux F 50,000 and Lux F 5,000 C O N S O L I D AT E D
4,774,000 participation certificates are authorised, each SF 100 par value: not
issued.
The bearer shares are listed on the Geneva, Zurich and Basel Stock Exchanges.
Sub-total 1,936,037,145
PA R G E S A H O L D I N G S . A . - C O M PA N Y A C C O U N T S 1 9 8 9 6 7
1 2 . AVA I L A B L E C O N S O L I D AT I O N R E S E RV E - S F 2 3 6 , 6 3 5 , 5 4 6
1 4 . R E L AT E D PA R T Y B A L A N C E S A N D T R A N S A C T I O N S
Assets:
— Sight and demand deposits with banks 1,249,579
— Short term deposits with banks 78,289,056
— Other assets and accrued income 3,184,299
— Loans to affiliated companies 6,045,246
Liabilities:
— Due to banks on demand 497,787
— Due to banks at short term —
— Other demand liabilities —
— Other short term liabilities 2,146,779
— Accrued habilities and provisions 534,019
— Loan from affiliated company 890,232
68 PA R G E S A H O L D I N G S . A . - C O M PA N Y A C C O U N T S 1 9 8 9
AUDITORS' REPORT TO THE SHAREHOLDERS' MEETING
PA R G E S A H O L D I N G S . A . - C O M PA N Y A C C O U N T S 1 9 8 9 69
S TAT U TO RY B A L A N C E S H E E T A S AT 3 1 D E C E M B E R
ASSETS SF SF
1989 1988
Current assets:
Fixed assets:
To t a l 1,917,839,823 1,685,045,760
of which:
— deposits with bank
of 90 days' or less term 14,266 —
— deposits with bank
of over 90 days' term 235,908,000 105,908,000
70 PA R G E S A H O L D I N G S . A . - C O M PA N Y A C C O U N T S 1 9 8 9
LIABILITIES SF SF S TAT U T O R Y
1989 1988
Current liabilities:
To t a l d u e t o b a n k s a t s h o r t t e r m 338,611 264,819
Provision for taxes and other liabilities 4,762,512 5,154,380
To t a l c u r r e n t l i a b i l i t i e s 5,101,123 5,419,199
Shareholders' equity;
To t a l 1,917,839,823 1,685,045,760
G u a r a n t e e s f o r a n a f fi l i a t e d b a n k
and affiliated companies 886,086,500 852,973,000
PA R G E S A H O L D I N G S . A . - C O M PA N Y A C C O U N T S 1 9 8 9 71
S TAT U TO RY P R O F I T A N D L O S S A C C O U N T
A S AT 3 1 D E C E M B E R
SF SF
1989 1988
Income
Operating income:
Interests 191,064 62,277
Commissions 1,011,551 1,072,888
Gains on foreign exchange 382,506
72 PA R G E S A H O L D I N G S . A . - C O M PA N Y A C C O U N T S 1 9 8 9
SF SF S TAT U T O R Y
1989 1988
Expenses
Operating expenses:
Interest on bond issue 4,750,000 4,750,000
Commissions and bank charges 348,297 331,636
Losses on foreign exchange 45,423
Directors' and staff remuneration 3,977,253 3,605,314
Administrative and general expenses 1,933,134 1,966,384
PA R G E S A H O L D I N G S . A . - C O M PA N Y A C C O U N T S 1 9 8 9 73
PROPOSAL OF THE BOARD OF DIRECTORS
C O N C E R N I N G T H E A L L O C AT I O N
O F AVA I L A B L E P R O F I T A S AT 3 1 D E C E M B E R 1 9 8 9
SF SF
1989 1988
Available profit:
Allocation:
To t a l a l l o c a t e d 178,526,970 173,978,790
properly kept;
— the information as to the financial
T H E L A M B E R T B R U S S E L S C A P I TA L C O R P O R AT I O N
Chrysler Building (42nd Floor) • 405, Lexington Avenue • New York, N.Y. 10174 • U.S.A.
Tel.: (212) 687 83 00 • Telex: 426 287 • Fax: (212) 286 09 21
PA R F I N A N C E
B A N O U E I N T E R N AT I O N A L E A L U X E M B O U R G
69, route d'Esch • L-2953 Luxemburg
Te l . : 4 5 9 0 - 1 ■ Te l e x : 3 6 2 6 • F a x : 4 5 9 0 2 0 1 0
Priory House • One Mitre Square ■ London EC3A SAN • Great Britain
Tel.: (71) 283 25 00 • Telex: 884 580 ■ Fax: (71) 626 0839
The original Annual Report in French, and the German translation, are available on
demand from the Company's headquarters.
The Annual Reports of the companies covered in the "Participations" section are
available on demand from the Company's headquarters.
76 PA R G E S A H O L D I N G S . A . - A N N U A L R E P O R T 1 9 8 9
Holding SA