BOLLORE: 2019 Results
2019 Results |
March 12, 2020 |
Good results from all business
segments
of the Bolloré Group in 2019
Project of a simplified alternative
tender offer for Blue Solutions,
followed by a mandatory
de-listing
- Revenue: €24,843
million, up +8% (+3% at constant scope
and exchange rates).
- Adjusted operating income
(EBITA(1)): €1,634 million +0,2% (excluding extraordinary
items, EBITA rose +20%):
Very
good operating performance of the transport and communications
businesses and significant non-recurring impairment losses (€319
million), mainly related to electric cars, older generation
batteries and car-sharing assets as part of the strategic
redeployment in batteries, buses and stationary.
·Bolloré
Transportation & Logistics: |
€637m |
+17% |
·Communications
(Vivendi): |
€1,526m |
+18% |
·Electricity Storage and Systems: |
€(434)m, |
vs. €(160) m |
- Net income: €1,408
million, up +27%, and net income
Group share of €237 million up 1%.
- Net debt: €8,720
million vs. €4,882 million at December 31, 2018 due to
capital expenditure and share buybacks at Vivendi |
Gearing: 34% including a reduction in Bolloré’s
debt excluding Vivendi of €(402) million.
§ Proposed dividend:
€0.06 per share (including a €0.02 interim already paid in
2019) identical to that paid in 2018, payable in cash only.
2019 Results
The Board of Directors of Bolloré, which met on
March 12, 2020, approved the 2019 financial statements.
2019 revenue amounted to €24,843
million, up 3% at constant scope and exchange rates (+8%
as reported), with:
- Transportation and Logistics down 2%:
- Bolloré Logistics: -2% hampered by general declines in air and
maritime volumes,
- Bolloré Africa Logistics: -1% reflecting the contraction in
logistics, partly offset by growth in port terminals;
- Oil logistics: -2% in an environment of lower volumes and
unfavorable weather events, despite a slight increase in the price
of oil products;
- Communications: growth of 6 %, attributable to Vivendi, which
benefited from strong growth at UMG (+14 %);
- Electricity Storage and Systems: -5% due to the decline in the
car-sharing business and dedicated terminals, partly offset by the
growth in the bus, battery and telecom businesses.
On a reported basis, revenue was up 8%, which
includes €878 million from changes in the scope of consolidation
(consolidation of Editis and M7 at Vivendi), and €285m of foreign
exchange impacts (mainly reflecting the rise of the U.S.
dollar).Adjusted operating income (EBITA(2)) was €1,634
million, up 0.2% (-5%(3) at constant scope and exchange
rates) with:
- Transportation and logistics: +13%(3), largely due to the good
performance of port terminals;
- Oil logistics: +64%, benefiting from higher earnings in
distribution and storage;
- Communications (Vivendi): +11% due to the very good performance
of UMG;
- Electricity Storage and Systems: recognition of €(269) million
of extraordinary items, mostly in connection with the impairment
losses mainly related to electric cars, older generation batteries
and car-sharing assets and the discontinuation of car-sharing
services in London and Indianapolis.
Net financial income amounted to
€17 million, vs. €140 million in 2018, primarily
reflecting lower revaluation of securities (Spotify, Tencent
Music): +€139 million in 2019 vs. +€311 million in 2018, €(101)
million in interest expenses on the IFRS 16 lease liability and
€111 million of capital gains (Wifirst, Bolloré Ports France,
etc.).
The share of the net income of
equity-accounted non-operating companies totaled €98
million, compared with €172 million in 2018 primarily due
to a lower contribution from Telecom Italia.
After accounting for €35 million of tax income
(vs. €(506) million of tax expense in 2018), attributable entirely
to Vivendi, consolidated net income was €1,408
million, vs. €1,107 million in 2018. Net income
Group share amounted to €237 million, compared with €235
million in 2018.
Net debt was
€8,720 million vs. €4,882 million at December 31,
2018, due to acquisitions (Editis, M7, etc.) and Vivendi’s shares
buyback. Bolloré’s net debt excluding Vivendi decreased by
€402 million primarily due to disposals of shares (such as
Wifirst) and of Bolloré Ports France.
Shareholders’ equity was €25,942
million (€28,204 million as of December 31, 2018),
reflecting the decline in Vivendi’s shareowner’s equity due to
Vivendi’s repurchase of 10% of its own shares for €3,0 billion.
The ratio of net debt to equity (gearing)
was 34%, compared with 17% at the end of 2018.
At January 31, 2020, the Group’s
liquidity(4), undrawn long term confirmed lines and liquid
investments represented approximately €2.6 billion for Bolloré and
€8.2 billion including Vivendi.
Proposed dividend: €0.06 per
share
The General Shareholders’ Meeting will be asked
to distribute a dividend of €0.06 per share (including a €0.02
interim dividend already paid in 2019) identical to that paid in
2018, payable in cash only.
The ex-dividend date is set for June 4, 2020 and
payment in cash will be made on June 8, 2020.
Governance:
In order to clarify the governance and respond
to certain observations made by investors and agencies, Bolloré and
Financière de l’Odet wish to change the composition of the Boards
of Directors to make them:
- smaller:
- Bolloré: 13 members as opposed to 19 members,
- Financière de l’Odet: 15 members as opposed to 17 members.
- more independent:
- separate independent directors between Bolloré and Financière
de l’Odet,
- limitation on seats held by legal entities,
- changes to the Audit Committees and Appointments and
Compensation Committees, so that they no longer include employee
senior executives.
- more female:
- Bolloré: 47% women,
- Financière de l’Odet: appointment of 3 female directors to the
Board of Directors of Financière de l'Odet.
The Bolloré Group intends to continue in the
future to tailor its governance to fit the expectations of its
shareholders.
Simplified alternative tender offer for Blue Solutions,
followed by a mandatory de-listing:
- Blue Solutions, which had an initial public offering (IPO) in
2013 at €14.50 was the subject of a simplified tender offer in
2017, because of longer development times, at €17.00. Bolloré had
committed to making a new tender in 2020 at the same price if the
Blue Solution share price were to remain under 17€;
- ;
- Blue Solutions share capital today is split between Bolloré
(77.9%), Bolloré Participations (17.6%) - which had subscribed to
the initial share capital at the request of EDF and for the same
amount - and the public (4.5%);
- As part of Blue Solutions’ strategic repositioning in buses and
stationary, and for reasons of economies and simplification (cost
of a listed company, tax consolidation, etc.), today Bolloré has
announced that would like in this tender offer to withdraw Blue
Solutions from trading and offer those shareholders who would like
to remain associated with the Group an alternative in Bolloré stock
in exchange for the tender offer price of €17.00. The proposed
parity would be 4.5 Bolloré shares for one share of Blue
Solutions;
- Based on Blue Solutions' business plan, the recent contracts
signed with Daimler and RTE, in particular, are expected to bring
revenue up from €26 million in 2019 to €70 million in 2020 and to
over €150 million starting in 2021, with an EBITDA that should turn
positive in 2021;
- The first work done by Bolloré’s banks based on this plan give
a valuation of Blue Solutions of €14.00 per share. The tender offer
at €17.00 means a premium of over 20%. The planned parity of 4.5
Bolloré shares for one share of Blue Solutions represents the
average share price of Bolloré over the last six months as of March
2, 2020. In view of the recent stock markets evolution, this parity
may evolve;
- Today the Blue Solutions Board of Directors has appointed,
based on a proposal from the ad hoc committee gathering a majority
of independent directors, the firm BM&A, represented by Mr
Pierre Béal as an independent expert to examine the financial terms
of the offer. The Bolloré Board of Directors has also appointed an
ad hoc expert charged with examining the financial terms of the
contribution of Bolloré Participations to the exchange option of
the offer;
- In total, this deal would represent a maximum amount of €110
million if all the shareholders chose to be paid in cash and 29
million Bolloré shares (or less than 1% of the Bolloré share
capital) if all opted for payment in shares. Bolloré Participations
wishes to remain associated and has indicated that it will consider
tendering for shares;
- Detailed information on the values and outlook of Blue
Solutions will appear in the documentation of the tender
offer.
The provisional timetable is
as follows:
- by May 2020: filing of the tender offer by Bolloré;
- sometime in May 2020: the conclusion reached by the Blue
Solutions Board of Directors about the offer based on the report of
the firm BM&A, the independent expert;
- end of May 2020: compliance ruling by the AMF;
- May 27, 2020: Bolloré General Shareholders' Meeting authorizing
the share capital increase as remuneration for the exchange option
in the offer;
- June 2020: execution of the offer and mandatory de-listing of
Blue Solutions.
********
Consolidated
key figures for Bolloré |
|
(in millions of euros) |
2019 |
2018 |
Change |
Revenue |
24,843 |
23,024 |
8% |
EBITDA(1) |
3,070 |
2,728 |
13% |
Depreciation and provisions |
(1,436) |
(1,097) |
31% |
Adjusted operating income
(EBITA(1)) |
1,634 |
1,630 |
0.2% |
Amortization resulting from PPA(1) |
(375) |
(329) |
14% |
Operating income |
1,259 |
1,301 |
(3%) |
of
which equity-accounted operating companies |
23 |
23 |
4% |
Financial
income |
17 |
140 |
(88%) |
Share in
net income of equity-accounted non-operating companies |
98 |
172 |
(43%) |
Taxes |
35 |
(506) |
- |
Net income |
1,408 |
1,107 |
27% |
Net
income, Group share |
237 |
235 |
1% |
Minority
interests |
1,171 |
872 |
34% |
|
|
|
|
|
December 31, 2019 |
December 31, 2018 |
Change (€ m) |
Shareholders’ equity |
25,942 |
28,204 |
(2,262) |
of
which Group share |
9,088 |
9,234 |
(146) |
Net debt |
8,720 |
4,882 |
3,838 |
Gearing(2) |
34% |
17% |
|
- See glossary.
- Gearing ratio = Net debt to shareholder equity.
Ajusted
operating income (EBITA) by activity
|
(in millions of euros) |
2019 |
2018 |
As reported |
Organic growth(2) |
|
Bolloré Transportation & Logistics |
637 |
545 |
+17% |
+17% |
|
Transportation and Logistics(1) |
580 |
511 |
+14% |
+13% |
|
Oil Logistics |
56 |
34 |
+64% |
+64% |
|
Communications |
1,526 |
1,288 |
+18% |
+11% |
|
Electricity Storage and Systems |
(434) |
(160) |
- |
- |
|
Other (agricultural assets, holding companies)(1) |
(94) |
(43) |
- |
- |
|
Total EBITA Bolloré Group |
1,634 |
1,630 |
+0.2% |
-4.9% |
|
- Before Bolloré trademark fees.
- Restated for the first-time application of IFRS 16, which had a
positive impact of €74 million on EBITA, the variation was -9% for
the Group, +9% for Bolloré Transport & Logistics and +8% for
Vivendi.
A detailed presentation of the results is
available at www.bollore.com.The audit procedures for the 2019
consolidated financial statements have been conducted and the
certification report will be issued after the management report is
reviewed
***** ****
Comparability of financial statements
- IFRS 16 – “Leases”
- Application as of January 1, 2019, without restatement of
comparative periods.
- Balance sheet recognition of right-of-use and lease liabilities
in the amount of €2 billion.
- The application of IFRS 16 had a positive impact of €74 M on
the Group’s EBITA at December 31, 2019 and a negative impact of
€101 million on financial expenses (lease expense).
- Change in the scope of consolidation
- Editis has been consolidated by Vivendi since February 1,
2019.
- M7 has been consolidated by Canal+ group since September 12,
2019.
- Change over time of main currencies
|
2019 |
2018 |
Change |
USD |
1.12 |
1.18 |
5% |
GBP |
0.88 |
0.89 |
1% |
JPY |
122.06 |
130.41 |
6% |
ZAR |
16.17 |
15.61 |
(4%) |
NGN |
405.47 |
427.23 |
5% |
CDF |
1,868.27 |
1,933.59 |
3% |
Glossary
- Organic growth: growth at constant scope and
exchange rates.
- Net revenue (Havas Group): revenue after
deduction of re-billable costs.
- Adjusted operating income (EBITA): operating
income before amortization of intangible assets related to business
combinations – PPA (purchase price allocation), impairment of
goodwill and other intangible assets related to business
combinations.
- EBITDA: operating income before depreciation
and amortization.
- Net financial debt/Net cash
position: sum of borrowings at amortized cost,
less cash and cash equivalents, cash management financial assets
and net derivative financial instruments (assets or liabilities)
with an underlying net financial indebtedness, as well as cash
deposits backed by borrowings.
The non-GAAP measures defined above should be
considered in addition to, and not as a substitute for other GAAP
measures of operating and financial performance, and Bolloré
considers these to be relevant indicators of the Group's
operational and financial performance. Furthermore, it should be
noted that other companies may define and calculate these
indicators differently. It is therefore possible that the
indicators used by Bolloré cannot be directly compared with those
of other companies.
The percentages changes indicated in this
document are calculated in relation to the same period of the
preceding fiscal year, unless otherwise stated. Due to rounding in
this presentation, the sum of some data may not correspond exactly
to the calculated total and the percentage may not correspond to
the calculated variation.
DISCLAIMER
This press release is for information purposes
only. It does not constitute a sales offer, or a
solicitation/invitation to purchase or subscribe for securities,
nor is it a solicitation of any vote in connection with the
transaction or any other matter in any jurisdiction.
The supporting documents attached to the tender
offer, which will include, once it is filed, the terms and
conditions governing the tender offer, will be submitted to the
French Autorité des marchés financiers (AMF) for approval.
Investors and shareholders are strongly encouraged to read said
documents as soon as they become available, as well as any
amendment or additions thereto, it being specified that these
documents will include material information on Bolloré, Blue
Solutions and the envisaged transaction.
This press release must not be published,
released or distributed, directly or indirectly, in any country in
which the release of such information is subject to legal
restrictions.
The release or distribution of this press
release in certain countries may be subject to legal or regulatory
restrictions. Accordingly, people located in countries where this
press release is published, released or distributed should inform
themselves about, and observe, such restrictions. Bolloré accepts
no responsibility with regard to any potential violation of these
restrictions by any person whatsoever.
1 See glossary
2 See glossary
3 Restated for the first-time application of IFRS 16, which had
a positive impact of €74 million on EBITA, the variation was -9%
for the Group, +9% for Bolloré Transportation & Logistics and
+8% for Vivendi.
4 excluding Vivendi.
- 2020-03-12-Bolloré -Communiqué résultats 2019_EN
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