WENDEL: 2021 Full-Year Results
Press release - March 18, 2022
2021 Full-Year Results
Strong performance and profitability of
portfolio companies in 2021
Net income Group share of €1.05
billion
NAV €188.1 per share, close to historical
highs1 and
up +20.1% year-on-year2
c.€640 million in capital deployed or
committed over the last 12 months
Close to historically high Net Asset Value as
of December 31, 2021, at €8,419 million, up +18.3% since December
31, 2020
Consolidated net sales for 2021 at
€7,503.9 million, up 9.8% overall and up 10.2%
organically year-on-year. All companies’ sales above 2019 on an
organic basis
- Strong growth generated by Bureau Veritas (+8.3%) and Stahl
(+24.2%)
- Strong rebound continued at Crisis Prevention Institute
(+63.6%) with total sales passing the $100 million mark for the
first time and record high margins
- Constantia Flexibles resumed external growth and showed solid
organic growth (+6.5%)
- FX headwinds experienced across the portfolio (-1.2%
consolidated sales)
Net income Group share of €1,046.9 million,
up +496.4% primarily due to the accounting impact of IHS
deconsolidation
- Net income from operations of €765 million up +77.6%,
reflecting increased profitability of portfolio companies. Bureau
Veritas was the largest contributor, in absolute value.
- Non-recurring income of €846.3 million, up +900.7% year on
year, boosted by the accounting gain from the deconsolidation of
IHS from Wendel’s group accounts under norm IAS 28. The disposal of
Cromology occurred in 2022 and will only impact annual accounts in
2022
- The reduction in impairments and goodwill allocation at
portfolio companies and at Wendel levels is due to the low base of
comparison versus 2020 which was mainly impacted by the full
impairment of Tsebo and exceptional impairments related to the
COVID-19 pandemic
- Consolidated net income of €1,376.4 million, as compared to a
€-231.0 million loss in 2020, and net income Group share of
€1,046.9 million
Deployment and commitment of c. €640 million
since the beginning of 2021
- €222 million invested by Wendel in partnership with the
Deconinck Family, via Tarkett Participation, to acquire Tarkett’s
shares
- Wendel Lab: €49 million committed in 2021, already additional
€21 million in 2022
- €42.4 million of Wendel shares bought back in 2021 and early
2022. Share buybacks will continue in 2022
- c.€3043 million equity invested to acquire ACAMS on March 10,
2022
Disposal of Cromology closed on January 21,
2022, generating €896 million in proceeds for Wendel
- The transaction generated net proceeds of €896 million or €358
million above Cromology’s valuation in the latest Wendel’s net
asset value published before the transaction announcement, i.e., as
of June 30, 2021.
Group companies: other noteworthy
developments since January 1, 2021
- IPO of IHS Towers on the NYSE
- Maarten Heijbroek started as CEO of Stahl on July 1, 2021.
Stahl’s sustainability efforts were recognized in July with a Gold
rating from EcoVadis, placing it within the top 5% of their rating
universe
- Bureau Veritas acquired six companies in strategic areas
(infrastructure, renewables, sustainability certification,
cybersecurity and consumer products in China) representing total
bolt-on revenues of c.€48.0 million. This revenue includes the
latest acquisition of PreScience, a U.S.-based leader of Project
Management/Construction management services for Transportation
Infrastructure projects
- Didier Michaud-Daniel was renewed as the CEO of Bureau Veritas
and a succession plan led to the recruitment of Hinda Gharbi as
Chief Operating Officer
Strong financial structure
- LTV ratio at 10.3% as of December 31, 2021. Proforma the
disposal of Cromology and for the ACAMS acquisition, LTV would
stand at 4.3% as of December 31, 2021
- Wendel today announced it is exercising the make-whole
redemption of the bonds maturing in October 2024 with outstanding
principal of €500 million (ISIN FR0012199156) and bearing interest
at 2.750% at a price determined in accordance with the terms and
conditions of the bonds. This initiative will further optimize the
cost and the maturity of Wendel’s debt. Pro forma the issuance of
€300 million in January 2022 and of this repurchase, Wendel average
maturity would be extended to 7.24 years and its average weighted
cost of debt lowered to 1.7%.
- Total liquidity of €1.4 billion as of December 31, 2021,
including €650 million of cash and a €750 million committed credit
facility (fully undrawn). Proforma the issuance of €300 million in
January 2022, the disposal of Cromology, the ACAMS acquisition and
the early repayment in whole of the bond maturing in October 2024,
total liquidity would stand at c.€1.8 billion5
- Investment grade corporate ratings: Moody’s Baa2 with stable
outlook / S&P BBB with stable outlook.
- ESG targets now embedded in the financial terms of the undrawn
€750 million syndicated credit
- Improvement of debt maturity and cost following two bond issues
benefiting from favorable market conditions:
- Successful placement of €300 million 10-year bonds at 1.0%
coupon on May 26, 2021. Proceeds from this offering have been used
for the early and full repayment, on July 1, 2021, of bonds
otherwise maturing in April 2023.
- Successful issue of €300 million 12-year bonds at 1.375% coupon
on January 16, 2022
ESG achievements
- Wendel is included in the Dow Jones Sustainability World and
Europe indices (DJSI) and is now also included in Sustainalytics’
ESG Global 50 top-rated companies’ list.
- 54%6 of Wendel’s consolidated sales are generated from products
and services with social and environmental added-value
2021 Dividend
·Ordinary dividend of €3.0 per share for
2021, up 3.4%, to be proposed at the Annual Shareholders’ Meeting
on June 16, 2022, representing a yield of 2.85%7
André François-Poncet, Wendel Group CEO, commented: “In
2021, we grew our Net Asset Value by 18% and its increase would
have exceeded 27% without the disappointing aftermarket trading of
IHS Towers following its IPO. First and foremost, Bureau Veritas,
our largest investment, performed very well on the back of its
unique Green Line offering. We generated an outsized capital gain
from the turnaround and sale of Cromology to be recognized in 2022.
Prior to its sale, Cromology reached record profitability. Crisis
Prevention Institute also had an outstanding year, demonstrating
the attractiveness of this growth investment which we made in 2019.
Under new CEOs, Constantia achieved modest but profitable growth,
and Stahl a strong rebound, in the face of significant pressure
from rising input costs. We have pursued our objective of
capital redeployment in line with our roadmap through the
acquisition of ACAMS which further enhances the growth profile of
our portfolio after the acquisition of CPI. Additionally, we have
entered into a partnership with the Deconinck family in Tarkett, a
world leader in flooring and sports surfaces. The transactions
themselves were creative, illustrating our team’s ability to carry
out complex projects as the buyer of choice. We also laid the
groundwork for the significant acceleration of the Wendel Lab for
both its fund and direct compartments by onboarding experienced
professionals with strong experience and credentials. As we
look forward, our robust balance sheet with relatively little
corporate and portfolio company leverage overall and our long-term
perspective should allow us to continue to execute our roadmap
capitalizing on acquisition opportunities which will likely result
from current unprecedented circumstances. |
2021 net sales
2021 consolidated sales
(in
millions of euros) |
2020 |
2021 |
Δ |
Organic Δ |
Bureau Veritas |
4,601.0 |
4,981.1 |
+8.3% |
+9.4% |
Constantia Flexibles |
1,505.3 |
1,603.4 |
+6.5% |
+4.2% |
Stahl |
669.4 |
831.3 |
+24.2% |
+25.4% |
CPI (1) |
56.0 |
88.2 |
+57.6% |
+58.8% |
Consolidated net sales (2) |
6,831.7 |
7,503.9 |
+9.8% |
+10.2% |
- The PPA effect corresponds to the PPA restatement impact of
$-1.9 million booked in Q4 2020.
- Comparable sales for 12 months 2020 represent €6,831.6m vs.
2020 published sales of €7,459.2 million. The difference of €627.6
million corresponds to sales of Cromology group, classified as
asset held for sale in accordance with IFRS 5. The contribution of
this portfolio company has been reclassified in "Net income from
discontinued operations and operations held for sale”.
2021 sales of equity-accounted
companies
(in
millions of euros) |
2020 |
2021 |
Δ |
Organic Δ |
Tarkett (1) |
n.a. |
1,530.9 |
+9.7% |
+6.5% |
(1) Tarkett accounts have been consolidated
since July 7, 2021. The published figures correspond to sales of
the second half of 2021.
2021 consolidated results
(in
millions of euros) |
2020 |
2021 |
Consolidated subsidiaries |
430.7 |
765.0 |
Financing, operating expenses and taxes |
-114.2 |
-111.3 |
Net income from operations(1) |
316.4 |
653.7 |
Net income from operations,(1) Group share |
77.3 |
256.2 |
Non-recurring net income |
-376.5 |
834 |
Impact of
goodwill allocation |
-171.0 |
-111.2 |
Total net income |
-231.0 |
1,376.4 |
Net income, Group share |
-264.1 |
1,046.9 |
(1) Net income before goodwill allocation
entries and non-recurring items.
2021 net income from operations
(in
millions of euros) |
2020 |
2021 |
Change |
Bureau Veritas |
302.8 |
509.2 |
+68.2% |
Stahl |
78.3 |
113.9 |
+45.5% |
Constantia Flexibles |
49.5 |
50.9 |
+2.9% |
Cromology |
15.6 |
52.4 |
+236.1% |
Tsebo |
-7.6 |
- |
+100% |
CPI |
-2.6 |
7.8 |
+398.2% |
Tarkett (equity accounted) |
0.0 |
3.0 |
n/a |
IHS
(equity accounted) |
-5.3 |
27.7 |
+622.5% |
Total contribution from Group companies |
430.7 |
765.0 |
+77.6% |
of
which Group share |
191.5 |
367.4 |
+91.9% |
Total operating expenses |
-64.8 |
-73.8 |
+13.8% |
Total financial expense |
-49.4 |
-37.5 |
24.0% |
Net income from operations |
316.4 |
653.7 |
+106.5% |
of
which Group share |
77.3 |
256.2 |
+231.4% |
On March 17, 2022, Wendel Supervisory Board met
under the chairmanship of Nicolas ver Hulst and reviewed Wendel’s
consolidated financial statements, as approved by the Executive
Board on March 9, 2022. Financial statements have been audited by
the Statutory Auditors prior to their publication.
Wendel Group’s consolidated sales totaled
€7,504 million8, up 9.8% overall and up 10.2% organically,
thanks to the strong rebound following COVID-19 which affected the
Group in 2020.
The overall contribution of Group companies to
net income from operations amounted to €653.7 million and has more
than doubled compared to 2020 (+106.5%), as all portfolio companies
have registered strong increases in their earnings, with Bureau
Veritas being the largest contributor, as it benefitted from a very
strong recovery after the COVID-19 lockdowns in 2020.
Financial expenses, operating expenses and taxes
totaled €111.3 million, down 2.5% from the €114.2 million reported
in 2020. As in the previous year, financial expenses have continued
to decrease, and were down 24.0% in 2021 as a result of the
unwinding of cross currency swaps in March 2021 which generated
savings of €25 million of yearly financial expenses to Wendel over
2021 and 2022, partially offset by the increase in operating
expenses under the effect of a strong bidding activity.
Non-recurring income came in at €846.3 million,
compared to a loss of €105.7 million in 2020. This change is
largely due to the accounting treatment of the deconsolidation of
IHS Towers following its IPO. Post listing, Wendel does not have
any significant influence over IHS, as no Wendel employee sits on
the Supervisory Board and the shareholders’ agreement has been
updated for the public status of IHS. As per IFRS, from an
accounting perspective, the listing of IHS has been treated as an
“exit” from the equity method investment, generating a
€913 million capital gain (corresponding to the difference
between the IPO value and the net book value in Wendel’s financial
statements), despite Wendel not having sold any share of IHS. As a
result, IHS Towers has been accounted for as a financial asset at
fair value since the IPO, with changes in value being booked in
equity. Following the share price drop between the IPO and December
31, 2021, a loss of €357 million has been booked in equity.
As a result of the above, consolidated net
income reached €1,376.4 million (€-231.0 million loss in 2020) and
net income Group share €1,046.9 million (€-264.1 million
loss in 2020).
Group companies’ results
Figures include IFRS 16 unless
otherwise specified.
Bureau Veritas: strong operating and
excellent financial performance in 2021; solid 2022 outlook
(full consolidation)
Revenue in 2021 amounted to €4,981.1 million, an
8.3% increase compared with 2020. Organic revenue was up 9.4%. In
the fourth quarter, organic growth was limited to 2.5%, impacted by
the cyber-attack which occurred in November 2021. Adjusted for the
cyber-attack, organic growth would have reached 4.5% in the last
quarter and 9.9% for the full year 2021.
All six divisions posted organic growth, with
more than half of the portfolio (including Consumer Products,
Certification, and Buildings & Infrastructure) posting a strong
recovery, reaching +13.3% organically on average. Consumer Products
was the best performing division, up 15.7% over the year, fueled by
Asia, the resumption of product launches, and helped by a favorable
comparison base. Certification (up 15.4%) benefited from the
catch-up of audits and strong momentum in Corporate Responsibility
and Sustainability Certification services. Buildings &
Infrastructure outperformed Bureau Veritas’s average growth, with
an increase of 11.8% during the year as it benefited from strong
momentum across its three platforms (Americas, Asia and
Europe).
External growth contributed a positive 0.1% (of
which 0.4% in the last quarter), reflecting the impact from
prior-year disposals offset by the six bolt-on acquisitions
realized in 2021. Currency fluctuations had a negative impact of
1.2% (including a positive impact of 2.3% in Q4), mainly due to the
depreciation of some emerging countries’ currencies, as well as the
USD and pegged currencies against the euro.
During the year 2021, Bureau Veritas completed
six M&A transactions in strategic areas, representing around
€48.0 million in annualized revenue (or 1.0% of 2021 Bureau
Veritas revenue). The pipeline of opportunities is healthy, and
Bureau Veritas will continue to deploy a selective bolt-on
acquisitions strategy in targeted strategic areas (notably
Buildings & Infrastructure, Renewable Energy, Consumer
Products, Technologies and Cybersecurity).
Consolidated adjusted operating profit increased
by 30.4% to €801.8 million whilst the 2021 adjusted operating
margin increased by 273 basis points to 16.1%, including a 7 basis
points negative foreign exchange impact and a 2 basis points
positive scope impact. On an organic basis, adjusted operating
profit margin jumped by 278 basis points to 16.2%. All business
activities experienced higher organic margins thanks to improved
operational leverage in a context of revenue recovery and the
benefit of the cost containment measures taken in the prior
year.
Cyber-attack
On November 22, 2021, Bureau Veritas announced
that its cybersecurity system had detected a cyber-attack on
Saturday, November 20, 2021.
In response, all Bureau Veritas’s cybersecurity
procedures were immediately activated. A preventive decision was
made to temporarily take servers and data offline to protect
clients and the company while further investigations and corrective
measures were in progress. This decision generated a partial
unavailability or slowdown of services and client interfaces.
Bureau Veritas’s teams, supported by leading
third-party IT experts, deployed all efforts to ensure business
continuity and minimize disruption to its clients, employees and
partners. Bureau Veritas also actioned the relevant authorities and
its cybersecurity insurance policies.
Bureau Veritas considers that all its operations
have been running at normal level since the beginning of the year
2022. Nevertheless, there are still incident response costs to be
incurred through 2022.
Overall, Bureau Veritas estimates the impact of
the cyber-attack (fully accounted for in Q4 2021) to be
approximately €25 million on Bureau Veritas’s revenue (around 50
basis points impact on the Bureau Veritas’s full-year organic
growth).
Launch of an ESG solution: with Clarity,
Bureau Veritas enables companies to bring transparency and
credibility to their ESG commitments
On December 8, 2021, Bureau Veritas announced
the launch of Clarity, a suite of solutions that enables companies
to manage their ESG roadmaps and monitor the progress of their
sustainability strategies. With Clarity, Bureau Veritas supports
its clients across a wide spectrum of topics, from Social, Health
& Safety, Environment, Biodiversity, Climate Change, Business
Ethics and Responsible Sourcing to Animal Welfare, Energy
Efficiency and Waste Management.
Clarity helps organizations put their
sustainability strategies in motion. Through systematic maturity
evaluations, the approach helps clients clearly define where they
should focus their efforts across complex value chains.
In 2021, Bureau Veritas also defined a clear
roadmap laying out its Strategic Direction for 2025 and its growth
opportunities, notably as regards Sustainability services which
already represent today more than 50% of Bureau Veritas sales.
Strong financial position
At the end of December 2021, Bureau Veritas
adjusted net financial debt decreased compared to the level at
December 31, 2020. Bureau Veritas had €1.4 billion in available
cash and cash equivalents, complemented by €600 million in undrawn
committed credit lines. At December 31, 2021, the adjusted net
financial debt/EBITDA ratio has been further reduced to 1.10x (from
1.80x last year). The average maturity of Bureau Veritas’s
financial debt was 4.3 years with a blended average cost over the
year of 2.3% excluding the impact of IFRS 16 (to be compared with
2.6% in 2020 excluding the impact of IFRS 16).
Strong free cash flow at €603.0 million
driven by operating performance
Free cash flow (operating cash flow after tax,
interest expenses and capex) was €603.0 million, compared to €634.2
million in 2020, down 4.9% year on year (against a record level
achieved in 2020) attributed to increased capex. On an organic
basis, free cash flow reached €605.9 million, down 4.5% year on
year.
Proposed dividend
Bureau Veritas is proposing a dividend of €0.53
per share for 2021, up 47.2% compared to prior year. The proposed
dividend will be paid in cash. Going forward, Bureau Veritas
expects to propose a dividend of around 50% of its adjusted net
profit.
This is subject to the approval of the
Shareholders’ Meeting to be held on June 24, 2022. The dividend
will be paid in cash on July 7, 2022, (shareholders on the register
on July 6, 2022 will be entitled to the dividend and the share will
trade ex-dividend on July 5, 2022).
2022 Outlook
Based on a healthy sales pipeline and the
significant growth opportunities related to Sustainability, and
assuming there are no severe lockdowns in its main countries of
operation due to Covid-19, for the full year 2022 Bureau Veritas
expects to:
• Achieve mid-single-digit organic revenue
growth;
• Improve the adjusted operating margin;
• Generate sustained strong cash flow, with a
cash conversion rate above 90%.
2025 strategy aims to take Bureau Veritas’
value creation to the next level
On December 3, 2021, Bureau Veritas hosted its
Investor Day to present Bureau Veritas’ 2025 strategy and financial
ambitions. Bureau Veritas is capitalizing on the successful
delivery of the previous strategic plan and relies upon the key
fundamentals of the Testing Inspection and Certification market,
which offer solid growth prospects:
Below are the financial ambitions and
assumptions as well as sustainability ambitions for 2025:
2025 Financial ambitions and
assumptions:
2025 AMBITION |
|
GROWTH |
Resilient enhanced organic growth: mid-single-digit |
MARGIN |
No compromise on margin: above 16%9 |
CASH |
Strong Cash Conversion10: superior to 90% |
The use of Free Cash Flow generated from
operations will be balanced between Capital Expenditure (Capex),
Mergers & Acquisitions (M&A) and shareholder returns
(Dividend):
2025 ASSUMPTIONS |
|
CAPEX |
Between 2.5% and 3.0% of Group revenue |
M&A |
Disciplined and selective bolt-on M&A strategy |
DIVIDEND |
Pay-out of around 50% of Adjusted Net Profit |
2025 Sustainability
ambitions
|
UN SDGS |
2025 TARGET |
SOCIAL & HUMAN CAPITAL |
|
|
Total Accident Rate (TAR)11 |
#3 |
0.26 |
Proportion of women in leadership positions12 |
#5 |
35% |
Number of training hours per employee (per year) |
#8 |
35.0 |
NATURAL CAPITAL |
|
|
CO2 emissions per employee (tons per year)13 |
#13 |
2.00 |
GOVERNANCE |
|
|
Proportion of employees trained to the Code of Ethics |
#16 |
99% |
Please refer to Bureau Veritas financial
communication for further details: group.bureauveritas.com
Renewal of the term of office of the
Chief Executive Officer of Bureau Veritas and appointment of a
Chief Operating Officer
On February 24, 2022, the Board of Directors of
Bureau Veritas announced the renewal of the term of office of the
Chief Executive Officer, Didier Michaud-Daniel, until the Annual
General Meeting of June 2023, which will be called to approve the
financial statements for the year 2022.
As of May 1st, 2022, Hinda Gharbi will join
Bureau Veritas as Chief Operating Officer and member of the
Executive Committee. The Board of Directors’ decision is the result
of a rigorous selection and recruitment process, as part of the
succession planning for the Chief Executive Officer, led jointly by
the Nomination & Compensation Committee and Didier
Michaud-Daniel.
On January 1st, 2023, Hinda Gharbi will assume
the position of Deputy CEO of Bureau Veritas. The Board of
Directors will appoint her as Chief Executive Officer at the end of
the 2023 Annual General Meeting.
Hinda Gharbi will join Bureau Veritas from
Schlumberger, a global technology leader in the energy sector,
where she is currently Executive Vice President, Services and
Equipment. In this role, which she has held since July 2020, she
oversees products and services for Schlumberger as well as digital
topics.
With a degree in Electrical Engineering from the
Ecole Nationale Supérieure d’Ingénieurs Electriciens de Grenoble,
and a Master of Science in signal processing from the Institut
Polytechnique de Grenoble, Hinda joined Schlumberger in 1996,
choosing to start her career in the field in the Nigerian offshore
oil fields.
During her 26 years with Schlumberger, Hinda has
held a variety of general management positions in operations for
Schlumberger’s core business activities at a global and regional
level. She has also assumed cross-functional responsibilities
including Human Resources, Technology Development, and Health,
Safety and Environment.
Hinda Gharbi has worked and lived on multiple
continents: in Nigeria, France, Thailand, Malaysia, the United
Kingdom and the United States.
For more information:
group.bureauveritas.com
Constantia Flexibles – Led by a revamped
leadership team, encouraging 2021 topline performance with +6.5%
growth driven by an organic growth of +4.2%, representing a
reversal of previous trends, and the successful integration of the
Propak acquisition. Very resilient EBITDA margin despite increasing
pressure on raw material prices. Cash generation profile
structurally improved, above historical average.
(full consolidation)
FY 2021 Constantia sales increased by +6.5%
reaching €1,603.4 million, up +4.2% on an organic basis driven by
the Consumer markets (+6.1% organic growth) with a focus on some
key growing segments such as coffee. The Pharma market was affected
in the first part of the year by lockdown-induced reduced mild flu
and cold season severity and destocking from customers leading to
-1.3% YTD organic decline in sales compared to an extraordinarily
high activity beginning of 2020. However, this demand has since
significantly improved and the orderbook for the Pharma market is
currently at record levels.
For the record, in 2020, Consumer sales were
negatively impacted with lower activity levels particularly in
India, Mexico and South Africa, partially offset by (i) an
increased demand in European Consumer markets due to so-called
‘pantry loading’, and (ii) particularly high pharma sales due to
increased demand in the early part of the COVID-19 pandemic. In
India, the market has remained very challenging this year in the
light of a second lockdown and a very competitive environment with
significant price pressure.
2021 benefited from the integration of Propak in
June (+3.2%), but was negatively impacted (-0.9%) by unfavorable
FX, mainly from U.S. dollar, Russian ruble and Indian rupee.
Despite the inflationary environment in raw
material, freight, and energy costs, EBITDA was up +6.1% to €201.0
million14, i.e., a 12.5% EBITDA margin, only 10 bps below last
year. This is the result of (i) Constantia’s renewed management
team efforts towards profitability measures to mitigate the impact
of raw material cost increases and (ii) a continuous cost reduction
program, iii) acquisition of Propak.
On June 9, 2021, Constantia closed the
acquisition of Propak, a packaging producer located in Düzce in
Turkey. The purchase price is based on an enterprise value of €120
million, representing a 6.4x multiple of 2020 actual EBITDA. Propak
is a leading player in the European packaging industry for the
snacks market operating out of a well-invested plant with
approximately 360 employees and complements Constantia Flexibles’
packaging solutions portfolio. This significant acquisition
elevates Constantia Flexibles to one of the leading packaging
players in the European snacks market. Performance since the
acquisition has been in line with expectations with good commercial
and cost synergies identified for the future.
In spite of the Propak acquisition in June 2021,
leverage has remained stable year on year at 1.8x LTM EBITDA,
leaving significant headroom to its covenant level of 3.75x, with
ample liquidity as of end of December 2021. Net debt stood at
€400.315 million at the end of December (€362.2 million on December
31, 2020) thanks to strong cash flow generation. This year,
significant improvements were made in terms of cash generation
thanks to contained capex from a more focused investment policy,
improved working capital position and the acquisition of the
cash-generative Propak business. As a result, Constantia Flexibles
improved its operating cash flow profile above its historical track
record of c. 45% on average.
Good progress has been made by the company in
line with its Vision 2025 strategy with a return to organic growth
and an improvement of operational efficiency (targets of achieving
an EBITDA margin of at least 14% of sales by 2025). With the
mentioned Propak acquisition, Constantia has resumed acquisitions
in the fragmented and consolidating flexible packaging market.
Outside of Europe, profitability of operations has been
significantly enhanced in North America and South Africa.
Constantia is carefully managing raw material price’ increases as
well as the availability of raw materials, particularly the
aluminum, focusing its efforts on preserving the profitability of
the company to the extent possible. In addition, Constantia
reaffirmed its standing with its customer base with a very positive
customer feedback survey for the second year in a row.
In 2021, Constantia Flexibles continued its
efforts to improve the performance of its processes and products
relating to sustainable challenges. The EcoLutions initiative
(development of new recyclable packaging solutions with aim to
support the ongoing market transformation) has experienced a
positive momentum, with the commercialization of its products by
more than 10 various large Fast-Moving Consumer Goods players in
Europe and India and a strong acceleration in the pipeline with
more than 320 projects. In 2021, Constantia Flexibles has been
recognized for leadership in corporate sustainability by global
environmental non-profit CDP (Carbon Disclosure Project), securing
a spot on its ‘A List’. In addition, for the fourth time in a row,
Constantia Flexibles as a group has been awarded the EcoVadis Gold
Medal in recognition of its CSR achievement. This result places
Constantia Flexibles among the top 1% of companies assessed by
EcoVadis in its industry.
Crisis Prevention Institute – 2021 total
sales passed the $100 million mark for the first time, thanks
to a total growth of +63.6% compared to 2020
and +18.9% versus 2019. EBITDA up +97.3% and margin
stands at a record high of 49.4%
(Full consolidation)
In 2021, Crisis Prevention Institute recorded
revenue of $104.3 million, up +63.6% in total compared to the
same period in 2020 and +18.9% versus 2019. CPI passed for the
first time in its history the $100M sales mark thanks to:
- Recoveries in attendance aided by CPI’s adaptation to virtual
training;
- Overall new Certified Instructors (CI) and renewal volumes
above 2019 levels;
- Successful new program launches including specialty topics such
as Trauma, Autism, and Advanced Physical Skills;
- Continued mix shift toward digital solutions for both new and
existing Cis, with programs retaining the required in-person
components. Virtual Learner Material sales (c.46% of learner
material sales) continued to expand in share, with year-to-date,
e-learning delivery representing 35% of total Learner Material
volumes, above the 30% and 11% levels in 2020 and 2019.
Of the +63.6% sales increase versus the same
period in 2020, + 58.8% was organic growth, +3.0% was related to a
purchase accounting adjustment to deferred revenue (impact of -$1.9
million in 2020), and +1.8% was due to FX movements.
CPI’s activity has benefited from the improved
ability to gather in person as customers, notably in hospitals and
schools, to move towards an increasingly normalized work
environment. As a result, CPI has leveraged an improved sales force
strategy to continue further penetrating these core US markets as
well as expanding into new markets.
This strong revenue growth was accompanied by an
overall EBITDA increase of +97.3% year on year
to $51.5 million16 or a 49.4% EBITDA margin in 2021.
Compared to 2019, EBITDA is up by c.30%17 and EBITDA margin
improved by +435 basis points.
This strong growth of profitability was
primarily induced from the flow-through of higher sales to
earnings, as well as effective cost management. In 2022, CPI has
resumed in-person training, which will include higher travel and
operating costs than those incurred during the hybrid training
provided during 2020 and 2021.
The overall heightened level of activity,
combined with effective cost management, has led to continued
deleveraging over the past few months, driving CPI’s leverage level
at 6.0x, well below the 10.5x FY21 covenant, and below the leverage
at acquisition by Wendel in 2019.
Early 2022, CPI has managed well through the
Omicron COVID surge with a minimal number of onsite programs being
pushed out to Q2. CPI is confident to revert training back to
predominately in-person given customer feedback supporting the
decision. Investment made in 2021 should also support 2022
performance, notably the continuous pursuit of market share gains,
and geographical expansion as well as program diversification to
expand offering beyond high-trauma areas.
IHS - Delivering continued, strong
financial and operational performance while accomplishing many
actions that further strengthen its position
(Deconsolidated following its IPO)
In 2021, revenue was $1,579.7 million compared
to $1,403.1 million in 2020, thus an increase of $176.6 million, or
+12.6%. Organic growth was $226.6 million, or +16.1%. Organic
growth was driven primarily by escalations, lease amendments and
foreign exchange resets, as well as new sites and new colocations.
Aggregate inorganic revenue was $34.0 million, or +2.4%. The
increases in organic revenue in the period were partially offset by
a negative 6.0% movement in foreign exchange rates of $84.0
million.
Adjusted EBITDA18 was $926.4 million in 2021,
compared to $819.0 million in 2020. Adjusted EBITDA margin was
58.6%, compared to 58.4% in 2020. The increase in Adjusted EBITDA
primarily reflects the increase in revenue offset with year-on-year
increase in cost of sales mainly due to higher power generation
costs. The increase was also due to a decrease in administrative
costs mainly due to a reversal of allowance for trade
receivables.
As of December 2021, IHS recorded $2,985.2
million of total debt. As of December 31, 2021 IHS totaled $916.5
million of cash and cash equivalents and its leverage stands at
2.2x19.
In January 2021, March 2021 and April 2021 IHS
closed and integrated the Skysites Acquisition, Centennial Colombia
acquisition and the Centennial Brazil acquisition, respectively. In
April 2021 and October 2021, IHS closed the third and fourth phase
of the Kuwait Acquisition, respectively. In October IHS entered the
Egyptian market through a licensed partnership. In November 2021,
IHS closed its previously announced transaction with TIM S.A.
(“TIM”) to acquire a controlling interest in FiberCo Soluções de
Infraestrutura S.A. (“I-Systems”) and signed agreements to purchase
5,709 towers from MTN in South Africa. As of end 2021 IHS is
the fourth largest independent multinational tower company with
over 31,000 towers spanning nine countries on three continents. In
January 2022, IHS announced the acquisition of the GTS SP5
portfolio of 2,115 towers in Brazil, after which IHS will become
the third largest towerco in Brazil. IHS has deepened its
commitment to Africa while also pursuing its diversification
strategy, building upon its entrance into Latam and the Middle
East, and continuing its strong investment in organic growth,
including in ancillary technologies such as small cells, DAS and
fiber.
In October 2021 IHS was listed on the NYSE.
IHS Full Year 2022 Outlook
Guidance
The following full year 2022 guidance is based
on a number of assumptions that IHS management believes to be
reasonable and reflect the Company’s expectations as of March 15,
2022. Please refer to IHS financial communication for the
assumptions considered by the company on
https://www.ihstowers.com/investors
Metric |
Range |
Revenue |
$1,795M – $1,815M |
Adjusted EBITDA20 |
$960M – $980M |
Recurring Levered FCF 1 |
$310M – $330M |
Total Capex |
$500M – $540M |
For more information:
https://www.ihstowers.com
Stahl – A strong +25.4% organic sales
rebound was the major driver for significant EBITDA growth (+18%).
EBITDA margins remained solid, thanks to tight fixed costs
management and despite strong raw material cost increases,
particularly in the second half of the year. Cash generation
remains excellent, which led to significant further net debt
reduction.
(Full consolidation)
Stahl, the world leader in coating layers and
surface treatments for flexible materials, posted total sales of
€831.3 million in FY 2021, representing an increase of +24.2% over
FY 2020 and above 2019 pre-pandemic sales level. Organic growth was
+25.4% while foreign exchange rate fluctuations had a negative
impact (-1.2%).
After a challenging 2020, Stahl continued its
recovery that started in Q3 2020, and accelerated at the end of
2020, despite disruptions in the automotive end market. This was
driven by a strong order book and broad-based volume growth across
almost all regions and end markets, in part due to a restocking
effect observed across several industries. Growth was particularly
strong in Asia Pacific. Stahl’s automotive business rebounded
significantly vs. FY2020, although it was impacted in the second
half by disruptions in the automotive supply chain.
FY2021 EBITDA21 amounted to €179.9 million,
translating into an EBITDA margin of 21.6%. While Stahl was able to
largely maintain a low level of fixed costs in FY2021 (below
FY2019) thanks to management’s focus and a resilient business
model, variable costs suffered from the unprecedented increase in
raw material prices, especially from H2 onwards, which led to a
deterioration of EBITDA margin. Price increase measures have been
implemented, across the Leather Chemicals and Performance Coatings
divisions, although the full effect of these is not yet reflected
in FY2021 numbers. In addition, the Company will continue to
monitor closely the continuous rise of input costs (raw materials,
freight services and energy) and take appropriate measures, if
required, to preserve its profitability.
Stahl remained highly cash generative, notably
thanks to the good EBITDA level. As a result, as of December 31,
2021, Stahl’s net debt22 was €176.2 million, thus a €68.8 million
reduction year-to-date. Leverage23 was reported at 0.8x EBITDA as
of December 31, 2021.
On March 11, 2021, Stahl announced the
appointment of Maarten Heijbroek as new Chief Executive Officer of
Stahl. Maarten Heijbroek joined Stahl on July 1st, 2021 and took
over the CEO responsibilities from Huub van Beijeren, who retired
from Stahl at the end of June 2021 after 14 years at the helm of
the company.
Stahl’s sustainability efforts have been
rewarded in July with a Gold rating from EcoVadis, placing it
within the top 5% of companies assessed by EcoVadis. In 2020, Stahl
had been awarded a Silver award. Stahl’s 2030 target is to maintain
the EcoVadis Gold rating through continual improvement.
In November 2021, Stahl announced that it will
extend its GHG reduction targets to cover Scope 3 emissions. This
step underlines Stahl’s commitment to aligning its strategy with
the 2015 Paris Climate Agreement goals, updated at the recent COP26
in Glasgow.
Tarkett - Sustained sales growth, in
particular in the fourth quarter. Profitability negatively impacted
by inflation – continued increases in sale prices
(Equity method since 07/07/2021)
In 2021 Tarkett totaled €2,792 million in net
sales, an increase of +6.0% as compared with 2020. Organic growth
was 6.4%, or 8.0% including price increases in the CIS region
(Commonwealth of Independent States) implemented to counter
inflation in procurement costs (in the CIS, price adjustments have
historically been excluded from the calculation of organic growth,
because they are implemented to offset currency fluctuations). The
effect of price increases implemented in all segments averaged
+3.5% in 2021 as compared with the prior year.
Adjusted EBITDA totaled €229.0 million in 2021,
or 8.2% of revenues, as compared with €277.9 million in 2020, or
10.6% of revenues. Growth in sales volumes aided EBITDA,
contributing €20 million. However, the effect of inflation on
purchases of raw materials, energy, and freight accelerated in the
second half and led to an unprecedented increase in procurement
costs of €178 million, in an environment of limited supply and very
strong demand, which added to the increases in the prices of oil
and other energy sources. The selling price increases of €93
million have mitigated the impact of inflation.
Net financial debt was stable at €475.7 million
at the end of December 2021 (as compared with €473.8 million at the
end of December 2020), including an increase due to an exchange
rate effect on Tarkett’s dollar-denominated debt. Financial
leverage was 2.1x adjusted EBITDA at the end of December 2021. In
addition to this solid financial structure, at the end of the year
Tarkett had a significant amount of liquidity, €628.7 million,
including undrawn Revolving Credit Facilities for €350.0 million
and other confirmed and unconfirmed credit facilities for €73.3
million and cash equivalents of €205.4 million.
2022 Outlook:
At the beginning of the year, Tarkett expected
continued volume growth and further inflation in purchasing costs
(€220 million) to be fully offset by additional selling price
increases.
The situation in Russia and Ukraine has
implications for the activities of the Group in the CIS region and
its overall performance, although it is too early to assess the
impact. Russia represents c.10% of Tarkett’s combined net sales in
2021. Safety of employees who can be exposed to the conflict is a
key priority.
Tarkett represented c.1.9% of Wendel’s Gross
Asset Value as of December 31, 2021.
For more information:
https://www.tarkett-group.com/en/investors/
Wendel Lab: accelerating the development
through new capital commitments and new hirings
The purpose of the Wendel Lab is to increase the
Group’s exposure to future growth. Since it was launched in 2013,
the Wendel Lab has principally made commitments to several
high-quality funds specialized in investment in technology. As part
of its 2021-24 roadmap, Wendel announced that this asset category
would ultimately account for 5-10% of its net asset value.
The Wendel Lab has a dual objective:
- Diversify Wendel’s portfolio, by gaining exposure to
fast-growing companies, generally with a high digital component or
with a disruptive business model;
- Develop the expertise of Wendel’s team and those of its
portfolio companies in terms of technological innovation that could
impact or improve the Group’s value-creation profile.
In 2021, €49m of new capital has been committed.
Since the start of 2022, an additional €21m has been committed to
technology-focused funds raised by Andreessen Horowitz (A16Z),
Insight Partners and Kleiner Perkins. Each of these firms is
managed by highly respected and experienced technology investors.
Total commitments at the end of 2021 amounted to €115 million, of
which c.70% have been already called.
Early 2022, Wendel announced its decision to
strengthen its activities dedicated to financing fast-growing
companies, via two complementary initiatives headed by Jérôme
Michiels, who will remain Executive Vice-President and Chief
Financial Officer.
In addition to its investments in funds and
funds of funds, the Wendel Lab will also seek, as announced, direct
investment and co-investment opportunities through start-ups. To
carry out these direct investments, similar to the one made in 2019
in AlphaSense, the Wendel Lab will rely on a new team made up of
two professionals experienced in this asset class, including
Antoine Izsak, who joined Wendel in early February as Head of
Growth Equity. Mr. Izsak was previously Investment Director at BPI
france.
Wendel’s net asset value: €188.1 per share as
of December 31, 2021
Wendel’s Net Asset Value as of December 31, 2021
was prepared by Wendel to the best of its knowledge and on the
basis of market data available at this date and in compliance with
its methodology24.
Net Asset Value was €8,419 million or €188.1 per
share as of December 31, 2021 (see detail in Appendix 1 below), as
compared to €159.1 on December 31, 2020, representing an increase
of +18.3%. Compared to the last 20-day average share price as of
December 31, the discount to the December 31, 2021 NAV per share
was of 45.6%.
Renewal of term and new Supervisory Board
member to be submitted to the 2022 Shareholders’ Meeting
It will be proposed to shareholders to renew for
a further four-year term Franca Bertagnin Benetton as an
independent member of the Supervisory Board and of the Audit, Risks
and Compliance Committee.
Guylaine Saucier, whose term will expire at the
close of the Shareholders’ Meeting of June 16, 2022 has expressed
her intent not to renew her term. The Supervisory Board would like
to express its sincere thanks for her remarkable contribution to
the work of the Supervisory Board over 12 years, of which 11 years
as a Chairwoman of the Audit, Risks and Compliance Committee.
Shareholders will be asked to vote on the
appointment of a new independent Supervisory Board member, William
D. Torchiana, a US citizen, who would bring to the Board his US
business culture, his experience in complex transactions and his
knowledge in governance-related matters. Subject to his
appointment, he would join both the Audit, Risk and Compliance
Committee and the Governance and Sustainability Committee.
Other significant events of 2021
Integration of ESG targets into the financial
terms of the undrawn €750 million syndicated credit
facility
Wendel has signed an amendment to its undrawn
€750 million syndicated credit facility maturing in October 2024 in
order to integrate Environmental, Social and Governance (ESG)
criteria. Measurable aspects of the non-financial performance of
Wendel and the companies in its portfolio will henceforth be taken
into account in the calculation of the financing cost of this
syndicated credit. They are in line with certain quantitative ESG
targets the Group has set in its ESG 2023 roadmap.
The three non-financial criteria selected to be
integrated into the calculation of the syndicated credit’s
financing cost are as follows:
- ESG due diligence must systematically be carried out on new
investments directly made by Wendel, and the controlled companies
in its portfolio must implement an ESG roadmap;
- the main climate risks and carbon footprint associated with
each controlled portfolio company must be evaluated and action
plans developed;
- at least 30% of Wendel Group representatives on the boards of
directors of portfolio companies and of certain Group holdings must
be women, by the end of 2023.
These criteria will be evaluated annually by an
independent third party and will, if the case may be,give rise to
adjustments to the margin of the facility.
Wendel partners with the Deconinck family to
acquire shares of Tarkett and to support the growth of the
company
As part of its 2021-24 investment strategy,
Wendel has teamed up with the Deconinck family to form Tarkett
Participation, which will support Tarkett’s growth. This investment
was accompanied by an offer to acquire Tarkett shares. According to
the partnership, Wendel will hold up to 30% of Tarkett
Participation, alongside the Deconinck family. The Deconinck family
will maintain a controlling stake in the company.
On October 26, 2021, Tarkett Participation
announced that it held, directly or indirectly, 90.41% of Tarkett’s
share capital (compared with 86.27% following the close of the
simplified tender offer on July 9, 2021). Minority shareholders of
Tarkett now hold less than 10% of share capital and voting
rights.
Tarkett Participation could contemplate a
potential squeeze-out procedure, in accordance with the regulation,
but this is not on the table at this time. Tarkett Participation is
a company controlled by the Deconinck family, alongside Wendel.
As a result, Wendel has invested a total of €222
million for a total stake of 25.9% of Tarkett Participation’s
capital, representing a 23.4% ownership of Tarkett.
Josselin de Roquemaurel, Wendel’s Executive
Vice-President and Managing Director of Wendel, joined Tarkett
S.A.’s Supervisory Board as an Observer on July 29, 2021.
Wendel further improves its debt profile and
structure
Gross debt as of the end of December stood at
€1,619 million, with, net cash position of €650 million resulting
in a net debt of €969 million. LTV ratio was 10.3%. Pro forma the
disposal of Cromology and the ACAMS transaction, net debt would
stand at €378 million and LTV would have stood at 4.3%, as of
December 2021.
- Wendel announces today exercising the make-whole redemption of
the bonds maturing in October 2024 with outstanding principal of
€500 million (ISIN FR0012199156) and bearing interest at 2.750% at
a price determined in accordance with the terms and conditions of
the bonds. This operation will further optimize the cost and the
maturity of Wendel’s debt. Pro forma the issuance of €300 million
in January 2022 and of this repurchase, Wendel average maturity
would be extended to 7.2 years25 and its average weighted cost of
debt lowered to 1.7%.
- Total liquidity of €1.4 billion as of December 31, 2021,
including €650 million of cash and a €750 million committed credit
facility (fully undrawn). Proforma the issuance of €300 million in
January 2022, the disposal of Cromology, the ACAMS acquisition and
the early repayment in whole of the bond maturing in October 2024,
total liquidity would stand at c.€1.8 billion26
S&P reaffirms Wendel BBB rating with a
stable outlook and says Wendel has ample financial flexibility to
absorb new investments
In February 2021, S&P concluded its
analytical review by reaffirming the ‘BBB’ rating on Wendel issuer.
Over the course of 2021 and early 2022, S&P highlighted in its
publications that Wendel has ample financial flexibility to absorb
new investments.
Moody’s reaffirms Wendel Baa2 rating with a
stable outlook
Moody’s also updated its credit analysis in
August 2021 and reaffirmed Wendel’s Baa2 rating incorporating the
company’s consistent and prudent investment strategy, and
conservative financial policy reflected by its very low
point-in-time market value leverage and Moody’s expectation that
Wendel will maintain low MVL through market cycles.
Moody’s and S&P’s ratings, respectively
’Baa2’ and ‘BBB’ are one notch above the investment grade
threshold.
Extra financial ratings: Wendel continues to
benefit from excellent rankings in 2021
Wendel improves score in the Dow Jones
Sustainability (DJSI) World and Europe indices
Wendel is once again included in the Dow Jones
Sustainability World and Europe indices (DJSI) and improves its
score on the Corporate Sustainability Assessment (CSA) of S&P
Global.
Following the results release of the 2021
Corporate Sustainability Assessment (CSA) questionnaire published
on November 12, 2021, Wendel scored 76/100 in the Diversified
Financials category. This score is up 5 points compared to the 2020
assessment (71/100) and positions Wendel very well above the
average for its sector (27/100).
This improvement is notably linked to the
progress of scores on the topics of cybersecurity, protection of
human rights and the fight against climate change.
In addition, Wendel is ranked AA by MSCI,
Negligible Risk by Sustainalytics, B- by CDP and 75/100 by Gaïa
Rating.
2022 significant events:
Wendel acquires ACAMS, the world’s largest
membership organization dedicated to fighting financial
crime
Announced on January 24, 2022, Wendel has
completed the acquisition of the Association of Certified
Anti-Money Laundering Specialists (“ACAMS” or the “Company”) from
Adtalem Global Education (NYSE: ATGE) on March 10, 2022. Wendel
invested $338 million of equity for a c. 98% interest in
the Company, alongside ACAMS’ management and a minority
investor.
ACAMS is the global leader in training and
certifications for anti-money laundering (“AML”) and financial
crime prevention professionals. ACAMS has a large, global
membership base with more than 90,000 members in 175 jurisdictions,
including over 50,000 professionals who have obtained their CAMS
certification-an industry-recognized AML qualification- that
promotes ongoing education through participation in conferences,
webinars, and other training opportunities.
The Company has approximately 275 employees
primarily located in the U.S., London and Hong Kong that serve its
global customers.
Sale of Cromology completed
After obtaining the necessary authorizations,
Wendel announced on January 21, 2022, the completion of the sale of
Cromology to DuluxGroup, a subsidiary of Nippon Paint Holdings Co.,
Ltd. For Wendel, the transaction generated net proceeds of €896
million or €358 million above Cromology’s valuation in Wendel’s net
asset value published before the transaction announcement, i.e., as
of June 30, 2021.
This transaction is a milestone in Wendel’s
2021-24 roadmap, and its target to accelerate the redeployment of
its capital toward growth companies.
Wendel’s portfolio direct exposure to current
uncertain environment
Wendel is paying close attention to the
evolution of the situation in Ukraine and its potential
consequences, as the most material financial impact, among other
things, could come from an increase of our companies' cost
structures, raw materials prices, supply chain and wages inflation,
if these are not passed on sufficiently quickly in sales prices, as
our companies were able to do in 2021. Wendel is also monitoring
the evolution of the Covid pandemic in Asia, and particularly in
China.
Wendel direct economical exposure to Russia and
Ukraine is limited at c.1%27 and security of local employees who
can be exposed to the conflict is a key priority.
Please find below the Group direct exposure to
Russia and Ukraine through its companies:
|
2021 Russia & Ukraine sales (% total
sales) |
Listed assets |
|
Bureau Veritas (46% of GAV28) |
<1% |
IHS Towers (7.5% of GAV) |
0% |
Tarkett (1.9% of GAV) |
c.10% |
Unlisted assets (37% of GAV) |
|
Constantia Flexibles |
<5% |
Stahl |
c.1% |
CPI |
c. 0% |
|
|
Net cash position & financial assets (6.5% of
GAV) |
0% |
ACAMS |
c.
0% |
Return to shareholders and
Dividend
An ordinary dividend of €3.0 per share for
2021, up 3.4%, will be proposed at the Annual Shareholders’ Meeting
on June 16, 2022, representing a yield of 2.85%29
€42.4 million of Wendel shares were repurchased
in 2021 and early 2022. Wendel announces that share buybacks will
continue in 2022.
Appendix 1: NAV as of December 31, 2021:
€188.1 per share
(in millions of euros) |
|
|
12/31/2021 |
12/31/2020 |
Listed equity investments |
Number of shares |
Share price (1) |
5,559 |
3,599 |
Bureau Veritas |
160.8/160.8 m |
€28.7/€22.4 |
4,616 |
3,599 |
IHS |
63.0m |
$13.5 |
748 |
n/a |
Tarkett |
|
€18.6 |
195 |
n/a |
Investment in unlisted assets (2) |
3,732 |
3,910 |
Other assets and liabilities of Wendel and holding
companies(3) |
|
97 |
74 |
Net cash position & financial assets (4) |
|
|
650 |
1,079 |
Gross asset value |
|
|
10,038 |
8,662 |
Wendel bond debt |
|
|
-1,619 |
-1,548 |
Net Asset Value |
|
|
8,419 |
7,114 |
Of which net debt |
|
|
-969 |
-468 |
Number of shares |
|
|
44,747,943 |
44,719,119 |
Net Asset Value per share |
|
|
€188.1 |
€159.1 |
Wendel’s 20 days share price average |
|
€102.3 |
€97.9 |
Premium (discount) on NAV |
|
|
-45.6% |
-38.5% |
|
|
|
|
|
|
- Last 20 trading days average as of December 31, 2021 and
December 31, 2020
- Investments in non-publicly traded companies (Cromology, Stahl,
IHS as of December 2020, Constantia Flexibles, Crisis Prevention
Institute, indirect investments). Aggregates retained for the
calculation exclude the impact of IFRS 16.
- Of which 1,116,456 treasury shares as of December 31, 2021, and
900,665 treasury shares as of December 31, 2020
- Cash position and financial assets of Wendel & holdings. As
of December 31, 2021, this comprises €0.4 bn of cash and cash
equivalents and €0.3 bn short term financial investment.
Assets and liabilities denominated in currencies
other than the euro have been converted at exchange rates
prevailing on the date of the NAV calculation.
If co-investment and managements LTIP conditions
are realized, subsequent dilutive effects on Wendel’s economic
ownership are accounted for in NAV calculations. See page 360 of
the 2020 Registration Document.
Appendix 2: Conversion from accounting
presentation to economic presentation
2021 |
|
|
|
|
|
Equity-method investments |
|
Total Group |
(in millions of euros) |
Bureau Veritas |
Constantia Flexibles |
Cromology |
Stahl |
CPI |
IHS |
Tarkett |
Wendel and holding companies |
Net income from operations |
|
|
|
|
|
|
|
|
|
|
Net sales |
4,981.1 |
1,603.4 |
- |
831.3 |
88.2 |
|
|
|
7,503.9 |
|
|
EBITDA (1) |
N/A |
201.0 |
- |
179.9 |
43.6 |
|
|
|
|
|
|
Adjusted operating income (1) |
801.8 |
82.1 |
- |
153.2 |
35.7 |
|
|
|
1072.8 |
|
|
Other
recurring operating items |
|
2.0 |
- |
1.5 |
0.4 |
|
|
|
|
|
|
Operating income |
801.8 |
84.1 |
- |
154.7 |
36.1 |
|
|
-73.8 |
1002.9 |
|
|
Finance
costs, net |
-73.6 |
-14.0 |
- |
-14.6 |
-24.4 |
|
|
-33.7 |
-160.4 |
|
|
Other
financial income and expense |
0.4 |
-1.7 |
- |
14.3 |
-0.2 |
|
|
-3.9 |
8.9 |
|
|
Tax
expense |
-219.3 |
-17.5 |
- |
-40.4 |
-3.8 |
|
|
- |
-281.0 |
|
|
Share
in net income of equity-method investments |
- |
- |
- |
- |
- |
27.7 |
3.0 |
- |
30.7 |
|
|
Net
income from discontinued operations and operations held for
sale |
- |
- |
52.4 |
- |
- |
- |
|
- |
52.4 |
|
|
Recurring net income from operations |
509.2 |
50.9 |
52.4 |
113.9 |
7.8 |
27.7 |
3.0 |
-111.3 |
653.7 |
|
|
Recurring net income from operations – non-controlling
interests |
337.9 |
20.2 |
2.7 |
36.5 |
0.3 |
- |
- |
- |
397.5 |
|
|
Recurring net income from operations – Group
share |
171.4 |
30.8 |
49.7 |
77.4 |
7.5 |
27.7 |
3.0 |
-111.3 |
256.2 |
|
|
Non-recurring net income |
|
|
|
|
|
|
|
|
- |
|
|
Operating income |
-83 |
-50.7 |
- |
-23.2 |
-18.4 |
|
|
-18.0 (2) |
-193.2 |
|
|
Net
financial income (expense) |
- |
-2.5 |
- |
-30.6 (5) |
- |
|
|
24.5 (3) |
-8.6 |
|
|
Tax
expense |
20.0 |
12.9 |
- |
13.7 |
6.0 |
|
|
- |
52.6 |
|
|
Share
in net income of equity-method investments |
- |
- |
- |
- |
- |
-18.8 |
-5.9 |
913.5 (4) |
888.9 |
|
|
Net
income from discontinued operations and operations held for
sale |
- |
- |
-17.5 |
0.6 |
- |
- |
|
|
-16.9 |
|
|
Non-recurring net income |
-63.0 |
-40.3 |
-17.5 |
-39.5 |
-12.3 |
-18.8 |
-5.9 |
920.0 |
722.6 |
|
|
of
which: |
|
|
|
|
|
|
|
|
|
|
|
-
Non-recurring items |
-12 |
-8.6 |
-17.5 |
-24.2 |
-0.1 |
-10.9 |
-0.5 |
920.0 |
846.3 |
|
|
–
Impact of goodwill allocation |
-47.3 |
-31 |
- |
-15.3 |
-12.3 |
- |
-5.4 |
- |
-111.2 |
|
|
- Asset
impairment |
-3.8 |
-0.7 |
- |
- |
- |
-7.9 |
- |
- |
-12.4 |
|
|
Non-recurring net income – non-controlling interests |
-41.7 |
-15.8 |
-0.9 |
-12.7 |
-0.5 |
|
- |
3.5 |
-68.0 |
|
|
Non-recurring net income – Group share |
-21.3 |
-24.5 |
-16.6 |
-26.9 |
-11.9 |
-18.8 |
-5.9 |
916.4 |
790.6 |
|
|
Consolidated net income |
446.2 |
10.6 |
34.9 |
74.4 |
-4.6 |
8.9 |
-2.9 |
808.8 |
1376.4 |
|
|
Consolidated net income – non-controlling interests |
296.1 |
4.4 |
1.8 |
23.8 |
-0.2 |
- |
- |
3.5 |
329.5 |
|
|
Consolidated net income – Group share |
150.1 |
6.3 |
33.1 |
50.6 |
-4.4 |
8.9 |
-2.9 |
805.2 |
1046.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Before the impact of
goodwill allocation, non-recurring items and management fees.
This item includes the impact of liquidity linked to IHS
co-investment mechanisms for an amount of -€8.8 million
This item includes the impact of the positive change in fair
value and the disposal of Wendel Lab’s financial assets net of tax
for €44.5 million. It also includes the early redemption premium of
the 2023 bond for -€8 million as well as the change in fair value
related to foreign exchange hedges implemented by Wendel for -€6
million.
This item includes the impact of the deconsolidation result of
IHS
This item includes the foreign exchange impact for the period of
-€32 million.
Appendix 3: Summary table of main aggregates
before and after the application of IFRS 16
(in
millions) |
Sales |
EBITDA (EBIT for IHS) |
Net debt |
|
FY
2020 |
FY
2021 |
FY
2020 excluding IFRS 16 |
FY
2020 including IFRS 16 |
FY
2021 excluding IFRS 16 |
FY
2021 including IFRS 16 |
FY
2021 excludingIFRS 16 |
FY
2021 includingIFRS 16 |
Stahl |
€669.4 |
€831.3 |
€149.1 |
€152.3 |
€176.8 |
€179.9 |
€161.3 |
€176.2 |
Constantia Flexibles |
€1,505.3 |
€1,603.4 |
€174.8 |
€189.4 |
€191.4 |
€201.0 |
€363.2 |
€400.3 |
CPI |
$63.8 |
$104.3 |
$25.1 |
$26.1 |
$50.4 |
$51.5 |
$318.6 |
$322.6 |
1 Historical high Net Asset Value per share of
€189.1 as of June 30, 2021
2 Up +20.1% reintegrating dividend of €2.9 per
share paid in 2021, up +18.3% including dividend payment and up
+27% excluding the IHS share price decrease
3 c. $338 million at 1.112 EURUSD
4 As of March 18, 2022
5 including c.€1bn of cash and a €750 million
committed credit facility (fully undrawn)
6 This ratio is based either on the turnover
taxonomy eligibility ratio (for Stahl), or on other ratios
measuring the contribution to environmental or social objectives
other than exclusively climate change mitigation and adaptation
(environmental objectives currently covered by the EU taxonomy)
7 Based on Wendel’s share price of €105.4 as of
December 31, 2021
8 Cromology is classified as asset held for sale
in accordance with IFRS 5, consequently it is excluded from the
consolidation sales in both periods.
9 Adjusted operating margin at constant exchange
rates.
10 Net cash generated from operating
activities/Adjusted Operating Profit, on average over the
period.
11 TAR: Total Accident Rate (number of accidents
with and without lost time x 200,000/number of hours worked).
12 Proportion of women from the Executive
Committee to Band II (internal grade corresponding to a management
or executive management position) in the Group (number of women on
a full-time equivalent basis in a leadership position/total number
of full-time equivalents in leadership positions).
13 Greenhouse gas emissions from offices and
laboratories, tons of CO2 equivalent net emissions per employee and
per year corresponding to scopes 1, 2 and 3 (emissions related to
business travel).
14 EBITDA including the impact of IFRS 16.
EBITDA excluding the impact of IFRS 16 was €191.4m
15 Including IFRS 16 impacts. Excluding IFRS 16
net debt is €363.2m
16 EBITDA including the impact of IFRS 16.
EBITDA excluding the impact of IFRS 16 was $50.4m.
17 Excluding the impact of IFRS 16 due to data
availability in 2019
18 Adjusted EBITDA is a non-IFRS financial
measure. See “Use of Non-IFRS Financial Measures” from IHS
financial communication for additional information and a
reconciliation to the most comparable IFRS measures
19 Consolidated Net Leverage Ratio is calculated
based on a trailing 12 month adjusted EBITDA pro forma for
acquisitions
20 Adjusted EBITDA and RLFCF are non-IFRS
financial measures. See “Use of Non-IFRS Financial Measures” for
additional information and a reconciliation to the most comparable
IFRS measures in IHS financial communication. IHS is unable to
provide a reconciliation of Adjusted EBITDA and RLFCF to
(loss)/profit and cash from operations, respectively, for the
periods presented above without an unreasonable effort, due to the
uncertainty regarding, and the potential variability, of these
costs and expenses that may be incurred in the future, including,
in the case of Adjusted EBITDA, share-based payment expense,
finance costs, and insurance claims, and in the case of RLFCF net
movement in working capital, other non-operating expenses, and
impairment of inventory
21 EBITDA including IFRS 16 impacts, EBITDA
excluding IFRS 16 stands at €176.8m
22 Net debt including IFRS 16 impacts, Net debt
excluding IFRS 16 stood at €161.3m
23 Leverage ratio in accordance with financing
documentation
24 See page 332 of the 2020 Universal
Registration Document for the NAV methodology.
25 As of March 18, 2022
26 including c.€1bn of cash and a €750 million
committed credit facility (fully undrawn)
[27] Enterprise value exposure of Group companies,
according to the breakdown of 2021 revenues. Enterprise values are
based on NAV calculations as of December 31, 2021
28 GAV: Gross Asset Value, as computed in
Wendel’s NAV as of December 31, 2021
29 Based on Wendel’s share price of €105.4 as of
December 31, 2021
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