aliaxis press release 2006

1
Results for the year 2005 Sales of 1,834 million, a like-for-like increase of 7.5% over 2004. Operating income of 231 million (12.6% of sales), a like-for-like increase of 13.8%. Exceptionally strong trading in North America in second half of 2005 due to sustained strength of housing market and ability to supply market demand profitably following hurricanes Katrina and Rita. Upturn in demand in some European markets, although Germany and UK more difficult with falling consumer confidence affecting key housing markets. Another significant reduction in net financial debt, by 14% to 566 million, thanks to strong operating cash flow. Group share of net current profit 147 million, equivalent to 1.72 per share (2004: 1.17 per share), an increase of 47%. Group share of net current cash flow 213 million, equivalent to 2.48 per share (2004: 1.95 per share), an increase of 27%. Proposed dividend of 0.16 gross per share (0.12 net), an increase of 9%. The Board of Directors, at its meeting held on 12 April 2006, approved the consolidated accounts for the year 2005, which will be presented to the General Meeting of Shareholders on 24 May 2006. COMMENTS Profit and Loss Account Turnover in 2005 was 1,834 million compared with 1,680 million in 2004, an overall increase of 9.1%. At constant exchange rates the increase in sales was 7.5%, and there were no significant changes in the scope of the consolidation during 2005. Favourable exchange rate movements enhanced turnover by a total of 1.6%, with the Canadian dollar strengthening by 6.7% and the US dollar unchanged. Although sterling weakened by 0.8%, the New Zealand and Australian dollars strengthened by 5.7% and 3.4% respectively. Operating profit for the year was 231 million (2004: 199 million), representing 12.6% of sales (2004: 11.8%) after charging 6.2 million (2004: 5.7 million) of reorganisation costs. The overall increase in operating profit was 16.2%, and at constant exchange rates the increase was 13.8%. Operating cash flow reached 297 million (2004: 267 million), representing 16.2% of sales (2004: 15.9%). Trading during 2005 was characterised by exceptionally strong trading in North America in the second half following some margin pressure in the first half. This was partly due to the sustained strength of the housing market, against most expectations and despite some signs of weakness in the third quarter. In addition, however, our businesses in North America were able to continue to supply market demand profitably following hurricanes Katrina and Rita. Business and consumer sentiment improved in Europe generally, with growth in export demand from markets outside Europe and high levels of consumer spending in Spain, Italy and France improving trading, especially in the second half of the year. The construction sectors in Spain and France also grew strongly, although in Italy, by contrast, construction output was flat. Once again, the new housing market in Germany was weak with completions 9% lower than in 2004. After several years of good growth, the UK market slowed significantly, with consumer spending and the housing market both weaker. The Group made continuing progress in Australasia and South Africa despite some economic indicators pointing to slowing trends in Australia and New Zealand towards the end of the year. Trading in China and south-east Asia was more difficult as a result of more intense competition in those regions. The financial result for the year was a net charge of 38 million (2004: 44 million), all of which (2004: 48 million) represented net interest charges. Other financial income and charges, mainly consisting of realised and unrealised exchange gains and losses arising on assets and liabilities held in local currencies, had no net impact (2004: income of 4 million). In May 2005, the Group successfully re-financed its syndicated loan facility, and the reduction in net interest charges reflects the more favourable terms obtained as well as the positive cash flows in both 2004 and 2005. Goodwill amortisation was 37 million (2004: 36 million), the goodwill relating mainly to the plastics activities acquired through the purchases of Etex France (1994), Marley (1999) and Glynwed Pipe Systems (2001). The extraordinary result was a charge of 19.6 million (2004: charge of 4.7 million) largely attributable to a write-down of the goodwill held in relation to the investment in certain subsidiaries following the annual review of the carrying amounts of those investments in relation to their estimated market values or recoverable amounts. Current and deferred taxes amounted to 49 million (2004: 52 million), representing an effective income tax rate of 25% (2004: 34%). The charge was after crediting a total of 13.4 million (0.16 per share) in respect of the net release during 2005 of contingency provisions no longer required, as well as by the creation of an additional deferred tax asset in relation to past tax losses that will be utilised against future profits. Excluding the effect of these and other smaller tax adjustments, the effective tax charge in 2005 was 33% The Group’s share of the results of associated companies was 4.9m, and after deducting third-party minority interests of 1.6 million, the Group share of net profit in 2005 was 91 million (2004: 61 million). The Group’s share of net current profit was 147 million (2004: 100 million), representing 1.72 per share (2004: 1.17 per share) and the Group share of net current cash flow was 213 million (2004: 167 million), representing 2.48 per share (2004: 1.95 per share). Balance Sheet Goodwill amounted to 477 million (2004: 484 million), a net reduction of 7 million which was due to the amortisation charge of 37 million together with part (16 million) of the extraordinary impairment charge, reduced by currency translation differences of 46 million relating to goodwill held in local currencies. Tangible assets amounted to 533 million (2004: 506 million). The increase of 27 million was due to the impact of new investment (70 million), offset by the depreciation charge for the period (64 million), assets sold during the course of the year (7 million) and the impact of exchange and other movements (28 million). Financial assets increased from 28 million to 41 million during 2005, principally reflecting the increase in value of the Group’s share in its associated company as well as increased investment in its non-consolidated trading companies. Working capital increased from 325 million at the beginning of 2005 to 333 million at 31 December, an increase of 2.3%. At that level, the working capital requirement represented 18.1% of sales (2004: 19.3%), which was the lowest point of the year, and reflected the seasonal nature of the Group’s activities. The capital and reserves of the Group increased from 574 million to 715 million as a result of the Group’s share of net profit for the year (91 million), less the proposed dividend (14 million) and the positive impact of exchange rate movements (62 million). New shares of a total value of 2 million were created during the year pursuant to the exercise of share options. Minority interests increased from 10 million to 12 million, as a result of net profits for the year, less dividends paid during 2005, and the positive impact of currency translation differences. Net financial debt reduced during 2005 by 93 million (14%), from 659 million to 566 million, thanks mainly to cash of 133 million generated by the business operations, less adverse currency translation differences of 40 million. The combined proceeds of business and fixed asset disposals realised in 2005 was 7 million (2004: 3 million). PROSPECTS FOR 2006 After the favourable circumstances experienced by our North American businesses in the second half of 2005, we expect trading conditions in 2006 to return to a more normal pattern. In particular, the exceptionally strong profitability of our North American businesses in that period will not be repeated in 2006. Early indicators point to the continued strength of the US economy, reflected in sustained labour and housing markets and personal consumption. However, the likelihood of further interest rate increases carries with it the risk of a slowdown later in the year, which would reduce demand and adversely affect the Group’s key housing markets. In Canada, the economy appears more stable although most forecasts suggest a decrease in housing starts, which nevertheless should remain at a reasonable level. In Europe, the stimulus to growth provided by the weaker Euro at the end of 2005 is being reflected in higher industrial investment, although labour markets remain difficult and it is hard to see signs of a lasting recovery in economic growth. This is especially true in Germany and Italy, where we expect growth to remain below the European average. Elsewhere, sharp interest rate increases in New Zealand have slowed consumer spending and demand in the housing market in the early months of 2006, which is likely to be reflected in a more difficult trading climate. Raw material prices at the beginning of 2006 were somewhat lower than at the same stage of 2005, but they remain volatile and the outlook for the remainder of the year is uncertain. Aliaxis’ main priorities in 2006 will again be to continue to focus on managing the Group’s cash flow and improving cost- effectiveness and profitability throughout the organisation. At the same time, our past success in strengthening the balance sheet will allow more flexibility in considering programmes of both internal and external development. BOARD OF DIRECTORS The Board of Directors has determined the agenda for the forthcoming Annual General Shareholders’ Meeting of the Company which will take place on 24 May 2006, during the course of which the existing mandates of all the directors will come to an end. All the present directors put forward their names for re-election at the Meeting for a further mandate of three years. On this occasion, Mr Jean-Louis Piérard has informed the Board of his decision not to seek the renewal of his appointment as Administrateur-Délégué, but to offer his continued services as Chairman of the Board of Directors and of the Strategy Committee. As a result, and subject to the renewal of the mandates of the directors at the Annual General Shareholders’ Meeting, it will be proposed at the Board Meeting following the Annual General Shareholders’ Meeting to appoint Mr Jean-Louis Piérard as Chairman of the Board of Directors and Chairman of the Strategy Committee, and Mr Yves Noiret as Administrateur-Délégué. Furthermore, it will also be proposed to appoint Mr Olivier van der Rest as Vice Chairman of the Board of Directors. SUMMARY CONSOLIDATED PROFIT AND LOSS ACCOUNT million 2005 2004 Inc/(dec) Turnover 1,834 1,680 154 Operating result 231 199 32 % of turnover 12.6% 11.8% Financial result (38) (44) 6 Goodwill amortisation (37) (36) (1) Extraordinary result (19) (5) (14) Income taxes (49) (52) 3 Profit from equity interests 5 1 4 Net profit, 93 63 30 attributable to • Minority interests 2 2 • Group 91 61 30 Net current profit, Group share * 147 100 47 Net current cash flow, Group share * 213 167 46 per share, Group share ** 2005 2004 % Inc/(dec) Net current profit 1.72 1.17 47.0% Net current cash flow 2.48 1.95 27.2% * Net current profit and net current cash flow exclude goodwill amortisation and the extraordinary result. ** Per share data calculated on the total number of shares in issue, less those shares held by the Group as Treasury shares. SUMMARY CONSOLIDATED BALANCE SHEET million 31 Dec 2005 31 Dec 2004 Inc/(dec) Intangible Fixed Assets 9 12 (3) Goodwill 477 484 (7) Tangible Fixed Assets 533 506 27 Financial Fixed Assets 41 28 13 Total Fixed Assets 1,060 1,030 30 Treasury Shares 22 19 3 Non-Cash Working Capital 333 325 8 Total 1,415 1,374 41 Capital & Reserves (Group Share) 715 574 141 Minority Interests 12 10 2 Total Equity 727 584 143 Provisions and Deferred Taxation 122 131 (9) Net Financial Debt 566 659 (93) Total 1,415 1,374 41 The Group’s auditors have approved the consolidated annual accounts without qualification and have confirmed that the financial information summarised in this press release is in accordance with those accounts. Contact: Yves Mertens (Group Finance Director) Don Bailey (Group Corporate Development Manager) Tel. 32-2-775 5050 Fax. 32-2-775 5051E-mail: [email protected] Press Release · 14 April 2006 North America 35% Africa 4% South America 1% Europe 52% Asia & Australasia 8% Other 14% Other Building Products 13% Pressure Systems 33% Gravity Systems 40% By geographical area By industrial activity ANALYSIS OF SALES

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Results for the year 2005

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Results for the year 2005• Sales of €1,834 million, a like-for-like increase of 7.5% over 2004.

• Operating income of €231 million (12.6% of sales), a like-for-like increase of 13.8%.

• Exceptionally strong trading in North America in second half of 2005 due to sustained strength of housing market and ability to supply market demand profi tably following hurricanes Katrina and Rita.

• Upturn in demand in some European markets, although Germany and UK more diffi cult with falling consumer confi dence affecting key housing markets.

• Another signifi cant reduction in net fi nancial debt, by 14% to €566 million, thanks to strong operating cash fl ow.

• Group share of net current profi t €147 million, equivalent to €1.72 per share (2004: €1.17 per share), an increase of 47%.

• Group share of net current cash fl ow €213 million, equivalent to €2.48 per share (2004: €1.95 per share), an increase of 27%.

• Proposed dividend of €0.16 gross per share (€0.12 net), an increase of 9%.

The Board of Directors, at its meeting held on 12 April 2006, approved the consolidated accounts for the year 2005, which will be presented to the General Meeting of Shareholders on 24 May 2006.

COMMENTS

Profi t and Loss AccountTurnover in 2005 was €1,834 million compared with €1,680 million in 2004, an overall increase of 9.1%. At constant exchange rates the increase in sales was 7.5%, and there were no signifi cant changes in the scope of the consolidation during 2005.

Favourable exchange rate movements enhanced turnover by a total of 1.6%, with the Canadian dollar strengthening by 6.7% and the US dollar unchanged. Although sterling weakened by 0.8%, the New Zealand and Australian dollars strengthened by 5.7% and 3.4% respectively.

Operating profi t for the year was €231 million (2004: €199 million), representing 12.6% of sales (2004: 11.8%) after charging €6.2 million (2004: €5.7 million) of reorganisation costs. The overall increase in operating profi t was 16.2%, and at constant exchange rates the increase was 13.8%.

Operating cash fl ow reached €297 million (2004: €267 million), representing 16.2% of sales (2004: 15.9%).

Trading during 2005 was characterised by exceptionally strong trading in North America in the second half following some margin pressure in the fi rst half. This was partly due to the sustained strength of the housing market, against most expectations and despite some signs of weakness in the third quarter. In addition, however, our businesses in North America were able to continue to supply market demand profi tably following hurricanes Katrina and Rita.

Business and consumer sentiment improved in Europe generally, with growth in export demand from markets outside Europe and high levels of consumer spending in Spain, Italy and France improving trading, especially in the second half of the year. The construction sectors in Spain and France also grew strongly, although in Italy, by contrast, construction output was fl at. Once again, the new housing market in Germany was weak with completions 9% lower than in 2004. After several years of good growth, the UK market slowed signifi cantly, with consumer spending and the housing market both weaker.

The Group made continuing progress in Australasia and South Africa despite some economic indicators pointing to slowing trends in Australia and New Zealand towards the end of the year. Trading in China and south-east Asia was more diffi cult as a result of more intense competition in those regions.

The fi nancial result for the year was a net charge of €38 million (2004: €44 million), all of which (2004: €48 million) represented net interest charges. Other fi nancial income and charges, mainly consisting of realised and unrealised exchange gains and losses arising on assets and liabilities held in local currencies, had no net impact (2004: income of €4 million). In May 2005, the Group successfully re-fi nanced its syndicated loan facility, and the reduction in net interest charges refl ects the more favourable terms obtained as well as the positive cash fl ows in both 2004 and 2005.

Goodwill amortisation was €37 million (2004: €36 million), the goodwill relating mainly to the plastics activities acquired through the purchases of Etex France (1994), Marley (1999) and Glynwed Pipe Systems (2001).

The extraordinary result was a charge of €19.6 million (2004: charge of €4.7 million) largely attributable to a write-down of the goodwill held in relation to the investment in certain subsidiaries following the annual review of the carrying amounts of those investments in relation to their estimated market values or recoverable amounts.

Current and deferred taxes amounted to €49 million (2004: €52 million), representing an effective income tax rate of 25% (2004: 34%). The charge was after crediting a total of €13.4 million (€0.16 per share) in respect of the net release during 2005 of contingency provisions no longer required, as well as by the creation of an additional deferred tax asset in relation to past tax losses that will be utilised against future profi ts. Excluding the effect of these and other smaller tax adjustments, the effective tax charge in 2005 was 33%

The Group’s share of the results of associated companies was €4.9m, and after deducting third-party minority interests of €1.6 million, the Group share of net profi t in 2005 was €91 million (2004: €61 million).

The Group’s share of net current profi t was €147 million (2004: €100 million), representing €1.72 per share (2004: €1.17 per share) and the Group share of net current cash fl ow was €213 million (2004: €167 million), representing €2.48 per share (2004: €1.95 per share).

Balance SheetGoodwill amounted to €477 million (2004: €484 million), a net reduction of €7 million which was due to the amortisation charge of €37 million together with part (€16 million) of the extraordinary impairment charge, reduced by currency translation differences of €46 million relating to goodwill held in local currencies.

Tangible assets amounted to €533 million (2004: €506 million). The increase of €27 million was due to the impact of new investment (€70 million), offset by the depreciation charge for the period (€64 million), assets sold during the course of the year (€7 million) and the impact of exchange and other movements (€28 million).

Financial assets increased from €28 million to €41 million during 2005, principally refl ecting the increase in value of the Group’s share in its associated company as well as increased investment in its non-consolidated trading companies.

Working capital increased from €325 million at the beginning of 2005 to €333 million at 31 December, an increase of 2.3%. At that level, the working capital requirement represented 18.1% of sales (2004: 19.3%), which was the lowest point of the year, and refl ected the seasonal nature of the Group’s activities.

The capital and reserves of the Group increased from €574 million to €715 million as a result of the Group’s share of net profi t for the year (€91 million), less the proposed dividend (€14 million) and the positive impact of exchange rate movements (€62 million). New shares of a total value of €2 million were created during the year pursuant to the exercise of share options.

Minority interests increased from €10 million to €12 million, as a result of net profi ts for the year, less dividends paid during 2005, and the positive impact of currency translation differences.

Net fi nancial debt reduced during 2005 by €93 million (14%), from €659 million to €566 million, thanks mainly to cash of €133 million generated by the business operations, less adverse currency translation differences of €40 million. The combined proceeds of business and fi xed asset disposals realised in 2005 was €7 million (2004: €3 million).

PROSPECTS FOR 2006

After the favourable circumstances experienced by our North American businesses in the second half of 2005, we expect trading conditions in 2006 to return to a more normal pattern. In particular, the exceptionally strong profi tability of our North American businesses in that period will not be repeated in 2006. Early indicators point to the continued strength of the US economy, refl ected in sustained labour and housing markets and personal consumption. However, the likelihood of further interest rate increases carries with it the risk of a slowdown later in the year, which would reduce demand and adversely affect the Group’s key housing markets. In Canada, the economy appears more stable although most forecasts suggest a decrease in housing starts, which nevertheless should remain at a reasonable level.

In Europe, the stimulus to growth provided by the weaker Euro at the end of 2005 is being refl ected in higher industrial investment, although labour markets remain diffi cult and it is hard to see signs of a lasting recovery in economic growth. This is especially true in Germany and Italy, where we expect growth to remain below the European average.

Elsewhere, sharp interest rate increases in New Zealand have slowed consumer spending and demand in the housing market in the early months of 2006, which is likely to be refl ected in a more diffi cult trading climate.

Raw material prices at the beginning of 2006 were somewhat lower than at the same stage of 2005, but they remain volatile and the outlook for the remainder of the year is uncertain.

Aliaxis’ main priorities in 2006 will again be to continue to focus on managing the Group’s cash fl ow and improving cost-effectiveness and profi tability throughout the organisation. At the same time, our past success in strengthening the balance sheet will allow more fl exibility in considering programmes of both internal and external development.

BOARD OF DIRECTORS

The Board of Directors has determined the agenda for the forthcoming Annual General Shareholders’ Meeting of the Company which will take place on 24 May 2006, during the course of which the existing mandates of all the directors will come to an end.

All the present directors put forward their names for re-election at the Meeting for a further mandate of three years.

On this occasion, Mr Jean-Louis Piérard has informed the Board of his decision not to seek the renewal of his appointment as Administrateur-Délégué, but to offer his continued services as Chairman of the Board of Directors and of the Strategy Committee.

As a result, and subject to the renewal of the mandates of the directors at the Annual General Shareholders’ Meeting, it will be proposed at the Board Meeting following the Annual General Shareholders’ Meeting to appoint Mr Jean-Louis Piérard as Chairman of the Board of Directors and Chairman of the Strategy Committee, and Mr Yves Noiret as Administrateur-Délégué. Furthermore, it will also be proposed to appoint Mr Olivier van der Rest as Vice Chairman of the Board of Directors.

SUMMARY CONSOLIDATED PROFIT AND LOSS ACCOUNT

€ million 2005 2004 Inc/(dec)Turnover 1,834 1,680 154

Operating result 231 199 32

% of turnover 12.6% 11.8%

Financial result (38) (44) 6

Goodwill amortisation (37) (36) (1)

Extraordinary result (19) (5) (14)

Income taxes (49) (52) 3

Profi t from equity interests 5 1 4

Net profi t, 93 63 30

attributable to

• Minority interests 2 2

• Group 91 61 30

Net current profi t, Group share * 147 100 47

Net current cash fl ow, Group share * 213 167 46

€ per share, Group share ** 2005 2004 % Inc/(dec)Net current profi t 1.72 1.17 47.0%

Net current cash fl ow 2.48 1.95 27.2%

* Net current profi t and net current cash fl ow exclude goodwill amortisation and the extraordinary result.

** Per share data calculated on the total number of shares in issue, less those shares held by the Group as Treasury shares.

SUMMARY CONSOLIDATED BALANCE SHEET

€ million 31 Dec 2005 31 Dec 2004 Inc/(dec)Intangible Fixed Assets 9 12 (3)

Goodwill 477 484 (7)

Tangible Fixed Assets 533 506 27

Financial Fixed Assets 41 28 13

Total Fixed Assets 1,060 1,030 30

Treasury Shares 22 19 3

Non-Cash Working Capital 333 325 8

Total 1,415 1,374 41

Capital & Reserves (Group Share) 715 574 141

Minority Interests 12 10 2

Total Equity 727 584 143

Provisions and Deferred Taxation 122 131 (9)

Net Financial Debt 566 659 (93)

Total 1,415 1,374 41

The Group’s auditors have approved the consolidated annual accounts without qualifi cation and have confi rmed that the fi nancial information summarised in this press release is in accordance with those accounts.

Contact:

Yves Mertens (Group Finance Director) • Don Bailey (Group Corporate Development Manager)Tel. 32-2-775 5050 • Fax. 32-2-775 5051• E-mail: [email protected] Release · 14 April 2006

North America35%

Africa4%

South America1%

Europe52%

Asia &Australasia

8% Other 14%

Other BuildingProducts

13%

PressureSystems 33%

GravitySystems

40%

By geographical area By industrial activity

ANALYSIS OF SALES