Press Release COLRUYT GROUP - Acquisition in France
Acquisition
in France
Via its French holding PRO A PRO DISTRIBUTION, the COLRUYT Group has
signed an agreement for the acquisition of 100 % of the shares of
the company S.A. RORET, with its registered office in DIJON.
The acquisition will take place on the 3rd of January 2005.
S.A. RORET is a distribution company, active in the food service sector.
In the financial year 2003, RORET achieved a turnover of EUR 7 million.
The company employs 33 staff.
The Group PRO A PRO DISTRIBUTION will continue to use the know-how
of the family RORET for the day-to-day management of the company.
The acquisition of S.A. RORET fits perfectly with the strategy of
the Group PRO A PRO DISTRIBUTION, which consists of becoming a NATIONAL
partner for social and commercial catering by means of a network of
independent, specialized companies.
With the recent acquisition of the Group MALLET (DISVAL/SILOR) on
the 1st of July 2004, the acquisition of S.A.S. Galland on the 30th
of September 2004 and the acquisition of the company RORET, PRO A
PRO DISTRIBUTION continues its internal and external growth on the
French market.
The French holding PRO A PRO DISTRIBUTION is a 100% subsidiary of
the Group COLRUYT N.V., which is quoted on the Belgian stock exchange.
PRO A PRO DISTRIBUTION combines its French activities in the food
service and food retail business. On the 31st of December 2003, the
consolidated turnover of the French activities was over the 300 million
EUR and the French holding had equity of EUR 67.8 million. Today PRO
A PRO DISTRIBUTION already employs over 1500 staff, of whom 100 commercial
representatives.
Extraordinary
General Meeting of Shareholders on 15 October 2004
The Extraordinary General Meeting of Shareholders of 15 October
2004 has made the following decisions:
Increase of capital with public issue of maximum
200,000 new shares with VVPR strips, reserved for the personnel
of N.V. Etn. Fr. Colruyt and the companies linked with it by virtue
of article 609 of the Companies Act.
The issue price of 95 EUR has been determined on the basis of the
average stock exchange price of the ordinary Colruyt share during
30 days prior to the Extraordinary General Meeting and after application
of a below par rating of maximum 20 %. The subscription period runs
from 26 October 2004 to 26 November 2004.
The admission of the new shares and VVPR strips to quotation on
the First Market of Euronext Brussels will be applied for.
The Banking, Finance and Insurance Commission has granted full exemption
from the obligation to publish a quotation prospectus for the taking
up of stock on the First Market of a stock exchange.
The abridged prospectus concerning this increase of capital can
be obtained with the financial direction of the company at the registered
office, and can be consulted on the web site of the company www.Colruyt.be/financial
information.
Authority for the Board of Directors to acquire
in total maximum 3,528,310 own shares of the company for account
of the company and/or its subsidiaries.
This authority was granted by virtue of article 627 of the Companies
Act and article 12, 3rd paragraph of the articles of association.
This authority is valid for a period of 18 months starting on the
day of the Extraordinary General Meeting.
The annual
report of Colruyt is available at the registered office of the
company and is also published on the Internet for perusal (www.Colruyt.be).
The biannual results will be published on January 5th, 2005.
The Group
PRO A PRO DISTRIBUTION S.A.S. has signed a purchase contract,
through its French subsidiary S.A.S. Les Fils de A. DOUMENGE,
for the acquisition of 100% of the shares of the company S.A.S.
GALLAND, with its registered office in GAP (HAUTES-ALPES).
The acquisition of the shares took place on 30 September 2004.
S.A.S. GALLAND is a distribution company active in the food
services sector as well as in the retail sector, by delivering
goods to affiliates and independant businesses. In the financial
year 2003, GALLAND posted a turnover of 6.6 million EUR. The
company employs 27 staff.
S.A.S. GALLAND is a member of the French purchasing office FRANCAP.
The S.A.S. GALLAND activities are mainly in the departments
ALPES-DE-HAUTE-PROVENCE (04), HAUTES-ALPES (05) and ISERE (38).
The takeover of S.A.S. GALLAND fits perfectly within the strategy
of the Group PRO A PRO DISTRIBUTION, which consists of becoming
a NATIONAL partner for social and commercial catering by means
of a network of independent, specialised companies. The
takeover is also in line with the strategy for further development
of the retail activities of the Group under the trade names
'Coccinelle' and 'CocciMarket'.
With the recent takeover of the Group MALLET (DISVAL/SILOR)
on 1 July 2004, and the takeover of the company GALLAND, PRO
A PRO DISTRIBUTION continues its internal and external growth
on the French market.
The French holding PRO A PRO DISTRIBUTION is for 100% a subsidiary
of the Group COLRUYT N.V., quoted on the Belgian stock exchange.
PRO A PRO DISTRIBUTION combines the French activities in the
field of food service and food retail. On 31 December 2003,
the consolidated turnover of the French activities amounted
to 300 million EUR. The French holding has capital and reserves
in the amount of 67.8 million EUR. It employs over 1200 staff,
of whom 100 commercial representatives.
Prospectus for the payment of N.V. Dolmen Computer Applications shares.
Prospectus for the payment of N.V. Dolmen Computer Applications shares. - 2004
REQUEST FOR ADMISSION ON THE FIRST MARKET OF EURONEXT BRUSSELS OF 35.283.096
NO. 5 COUPONS OF THE COLRUYT SHARES EXCHANGEABLE AGAINST SHARES OF N.V.
DOLMEN COMPUTER APPLICATIONS (9 AGAINST 1) - ADMISSION VALID FROM 30/09/2004
TO 31/3/2005
On 28 June 2004, the Board of Directors of Etn.
Fr. Colruyt decided to propose to the General Meeting of Shareholders
of 15 September 2004 that a supplementary dividend - over and above
the ordinary dividend of 2 euros per share against presentation of coupon
no. 6 - is paid in the form of DCA shares.
1) Justification of this operation
The reason for this payment is the fact that the Colruyt Group wants
to continue to focus on its main activity (retail and distribution),
and that it wants to enable DCA to position itself on the Belgian market
more independently. In this respect it is the final part of a process
that started with the stock exchange listing of DCA at the end of 1999
(also through a dividend payment of almost 50% of the DCA shares to
the shareholders of Etn. Fr. Colruyt).
For more information on Dolmen Computer Applications (DCA) we refer
to their annual report 2003/2004, which you can obtain at the head office
of the company, Zenneveld, Vaucampslaan 42, 1654 Huizingen, or consult
on their website www.dolmen.be.
2) Impact of this operation on the shareholding of Colruyt in DCA
In the period 30/9/2004 to 31/03/2005, 1 DCA share shall be distributed
against presentation of 9 no. 5 coupons of the Colruyt share. A maximum
of 3,920,344 DCA shares with coupon no. 6 and onwards shall thus be
distributed to Colruyt shareholders.
There are 35,283,103 Colruyt shares. Colruyt holds 4,135,340 DCA shares.
This represents 49.48% of the total number of DCA shares (8,273,394).
After this operation, Colruyt shall still have 214,996 DCA shares (or
2.6%) in its portfolio.
3) Valuation
In order to establish the effect of this transaction on the profit appropriation
and to determine the withholding tax to be paid on this dividend, the
DCA share was valued at 10.20 euros.
This valuation of the Dolmen Computer Applications share has been made
on the basis of the "price list of the Dolmen Computer Applications
share" published in the Belgisch Staatsblad on 20 September 2004.
The “price list” is produced by the department of value added
tax according to the prices applied in the month preceding its publication.
(Royal Decree of 16 December 1926 and 31 March 1936).
4) Tax aspects
The withholding tax of 25% shall be paid by N.V. Etn. Fr. Colruyt and
is 3.40 euros per Dolmen Computer Applications share paid out.
For shareholders who hold 9 no. 5 coupons of the VVPR strips, together
with 9 no. 5 coupons of the Colruyt share, N.V. Etn. Fr. Colruyt shall
only have to pay 15% withholding tax or 2.04 euros. These shareholders
shall thus receive in addition 1.36 euros per Dolmen Computer Applications
share.
For foreign shareholders, the difference in withholding tax paid in
cash shall depend on the double taxation treaties between Belgium and
the countries concerned. The necessary certificates have to be in our
possession by 13 October 2004 at the latest.
5) Timing and practical conditions
The timing of this operation shall be as follows:
- the quotation of coupon no. 5 shall be requested
as of 30/9/2004.
- From 30/9/2004 to 31/3/2005, these coupons may be exchanged (9 for
1) for DCA shares at the banks that pay out the dividends on the Colruyt
shares (the stock exchange tax shall be to the charge of Colruyt).
- On 21/09/2004 the Colruyt group held 986.263 of its own shares.
Etn. Fr. Colruyt and its subsidiaries intend selling no. 5 coupons
on the stock exchange (except for 7 coupons that Colruyt definitively
waives in order to take account of rounding differences).
- With regard to registered shares, bearer "vouchers" shall
be issued that represent the number of no. 5 coupons.
The holder of them may trade or exchange them himself.
- With regard to the VVPR strips, the no. 5 coupons of the strips
are not quoted on the stock exchange as the current market price of
the strips is already very low (approx. 1 euro), and with the presentation
of 9 no. 5 coupons from the Colruyt share together with 9 no. 5 coupons
from the strips, the difference in withholding tax shall be paid in
cash and shall amount to 1.36 euros.
- As of 1/4/2005 it shall not be possible to exchange the coupons,
and the DCA shares not taken shall be sold on the stock exchange until
30/6/2005. The net amount (income minus costs) shall be divided by
the number of non-exercised coupons, and as of 5/7/2005 this (net)
amount may be obtained by presenting the non-exercised no. 5 coupons
at the desks of the financial institutions.
- The DCA shares to be obtained in exchange for the no. 5 coupons
of the Colruyt share are existing shares. Consequently these DCA shares
are quoted on the Euronext Brussels and they are immediately saleable
on this exchange.
6) A couple of examples:
Upon presentation of 90 no. 5 coupons of the Colruyt
share, the person shall receive 10 DCA shares.
If he also presents 90 no. 5 coupons of the strips,
then he shall receive in addition 13.60 euros in cash.
If a person has 95 Colruyt shares, then he shall
have the following choices:
- either he sells 5 no. 5 coupons on the stock exchange, and with
the remaining 90 coupons he is in the situation described in (1);
- or he also presents 90 no. 5 coupons of the strips - situation 2;
- or he buys 4 no. 5 coupons on the stock exchange and receives 11
DCA shares (upon presentation of the 99 coupons).
A person may of course also decide to sell all
his no. 5 coupons on the stock exchange. He then gets the sales price
(depending on the valuation of these coupons) and no DCA shares.
A person can choose to wait until after 31/3/05.
Suppose that the sale of the DCA shares (that represent the non-exchanged
coupons) on the stock exchange gives a net income of 1 euro per coupon,
then he gets this 1 euro net per coupon that shall be offered as of
5/7/2005.
7) Situation after the operation
- Colruyt group
In view of the nature of this operation, the Colruyt Group does not
intend performing any regularising purchase/sale relating to the Dolmen
shares during this operation.
- Shareholder structure of NV Dolmen Computer Applications (DCA)
The COLRUYT family and N.V. SOFINA have informed us that they shall
exchange their no. 5 coupons of the COLRUYT shares for DCA shares.
On the basis of the transparency notification of 28 April 2004 of
N.V. Dolmen Computer Applications (DCA), and of 16 June 2004 of N.V.
Etn. Fr. Colruyt, the shareholder structure of DCA after the operation
shall be as follows:
Number
%
1. COLRUYT family and related:
2. Sofina
3. DOLMEN personnel
4. COLRUYT group
5. DOLMEN group
6. Public
This is out of a total of
8,273,394 Dolmen Computer Applications (DCA) shares.
8) Costs Financial institutions
The no. 5 coupons of the Colruyt share can be exchanged at the counters
of the following financial institutions:
- Fortis Bank
- ING
- KBC Bank
- Dexia Bank
- Bank Degroof
The costs of this operation, including tax on stock exchange transactions
shall be borne by N.V. Etn. Fr. Colruyt.
The costs to have the shares delivered materially are at the expense
of the holders of the shares.
This publication is a prospectus, and it was approved
by SBFA on 03/08/2004 in conformity with article 14 of the law of 22
April 2003 regarding the issue for general subscription to stocks and
shares. This approval does not imply an assessment of the expediency
and the quality of the operation, nor of the situation of the person
who realises it.
A French version of the prospectus is available as well.
The Board of Directors has checked the correspondence of the versions
in the different languages, and declares to be responsible for this.
Press release: Payment dividend and chairman's adress
Payment dividend
In accordance
with the resolutions carried at the General Shareholders' Meeting
of 15/09/2004 the following dividend will be paid:
a dividend in the form of
shares of Dolmen Computer Applications. In exchange for 9 No. 5
coupons of the Colruyt share, the shareholders will receive 1 N.V.
Dolmen Computer Applications share, with coupon No. 6 attached.
The prospectus regarding this distribution will be published on
September 22, 2004 in De Tijd and L'Echo and also on our website
www.colruyt.be
A cash dividend in exchange for
No. 6 coupon of:
for the ordinary shares:
Gross
2.00 EUR
Nett (rounded off)
1.50 EUR per share
pour les actions VVPR:
Gross
2.00 EUR
Nett (rounded off)
1.70 EUR per share
The dividend will be payable as of 30/9/2004 on presentation of
coupon no. 5 and no. 6 at the counters of the following financial
institutions:
Fortis Bank
ING
KBC Bank
Dexia Bank
Bank Degroof
The chairman, Jef Colruyt, read out
the following text:
Address of the Chairman to the
General Meeting of Shareholders
of Etn. Fr. Colruyt on 15 September 2004
In financial year 2003/2004, the
turnover of the Colruyt Group increased by 22.72% to EUR 3.86 billion.
Without Spar and the Battard shops acquired from Laurus, the increase
was 11.5%.
The consolidated profit after tax was EUR 300.57 million. Excluding
the extraordinary gain on the sale of shares (EUR 80.45 million)
and the write-back of a provision after an agreement with the Department
of Social Security (EUR 30.02 million), the comparable consolidated
profit after tax (group share) was EUR 186.45 million. This is an
increase of 38.77%.
I think we can be proud of such results.
The proposed gross dividend of EUR 2 per share is an increase of
66.5%. There is also an extraordinary dividend in the form of Dolmen
Computer Applications shares.
Last financial year, all components of the Colruyt Group made a
positive contribution to the consolidated profit. Our core business,
the Colruyt stores, continues to grow strongly in a competitive
market. Our many years of faith in and working on new distribution
operations (OKay, DreamLand and our French operations) are bearing
fruit.
The Colruyt stores in Belgium, including the Comarché/Comarkt
shops to be converted, saw a turnover increase of 16.13%. Their
contribution to the consolidated profit (group share) increased
by 31.88% to EUR 167.07 million. In financial year 2003/2004, eight
new Colruyt stores were opened (three newly built stores, four Comarché/Comarkt
shops, and one acquired supermarket, became Colruyt stores). One
existing store was relocated, and nine existing stores were enlarged
and/or renovated. The Colruyt store sales area increased by 6,865
m2 (+ 3.11%).
Today there are a further 15 Comarché/Comarkt shops (ex Central
Cash and Battard shops) that have to be converted into Colruyt stores.
Okay, our local discount shop formula in Belgium, was also expanded
last year to 22 shops.
DreamLand realised a turnover increase of 18.40% to EUR 97 million
in 2003. The contribution to the consolidated profit was EUR 5.85
million. At the end of financial year 2003, DreamLand operated 19
stores. The toy range and the school articles, multimedia, Gift
and Things, sports, Christmas items, etc, make DreamLand the family
store par excellence.
The Pro à Pro Distribution Group, which consolidates the
French operations, had a turnover of EUR 312 million. Their contribution
to the consolidated profit of the Colruyt Group was EUR 1.90 million.
Ripotot continued its positive results - achieved for the first
time in 2002/2003. The GMS (Grandes et Moyennes Surfaces) operations
achieved a turnover increase of 9.9%.
In June 2004 we also acquired the Mallet Group, based in the vicinity
of Orléans. It generally supplies independent local shops
under the names of Coccinelle, CocciMarket and Panier Sympa, and
will be a perfect complement to the integrated supermarkets and
independent activities of Ripotot.
The Foodservice activities achieved a turnover increase of 20.4
%, largely thanks to the acquisitions of S.A.S. Harrydis and S.A.S.
Didier. The aim is to further expand the Foodservice activities
across France.
The contribution of the Dolmen Group to the consolidated profit
was EUR 3.45 million, against EUR 2.89 million in the previous financial
year. Despite a fall in turnover, Dolmen was able to improve its
net profit, which is a good achievement considering the generally
negative climate in the IT sector.
The Board of Directors proposes to the General Meeting that an extraordinary
dividend is paid out in the form of Dolmen shares. Shareholders
will receive one N.V. Dolmen Computer Applications share for nine
No. 5 coupons of the Colruyt share. The Colruyt Group can thus concentrate
on its core business: distribution. And after 21 years, Dolmen will
now be able to steer its own course.
Last financial year, the Druco Group provided a contribution to
the consolidated profit of EUR 1.74 million, against EUR 1.29 million
in the year before.
N.V. Spar Retail, acquired from the Laurus Group, made a contribution
to the consolidated profit of EUR 1.12 million. Spar brings in a
new activity to the Colruyt Group, with a shop formula for independent
shopkeepers. As a result of the synergies with our purchasing department,
IT department and logistics department, we hope that this formula
will offer extra opportunities for further development on the Belgian
market.
Our partnership with the group of independent shopkeepers, Alvo,
started in the autumn of 2003. This has had little effect on financial
year 2003/2004.
At the end of financial year 2003/2004, the Colruyt Group had 15,185
employees. This is 2,783 employees more than at the end of the previous
financial year. This includes 1,312 employees from the Laurus Belgium
Group. It has been, and still is, an interesting challenge to integrate
all these people into our Group, and they are being given training
and coaching.
A number of initiatives regarding the environment, child labour,
waste prevention and food safety were further developed last year.
Outlook
In the first 5 months of the current financial year 2004/2005 (from
April to August 2004 inclusive) the turnover in the Colruyt stores
increased by 9.50%. From January to June 2004, the GMS operations
in France (Pro à Pro Distribution) had a turnover increase
of 9%. The Foodservice operations in France saw a turnover increase
of 14% in the same period. The DreamLand stores had a turnover increase
of 14.50%.
The gross margins of the different activities are in line with expectations.
For financial year 2004/2005, we anticipate a consolidated profit
(group share) of at least EUR 202 million w.r.t. EUR 186.45 million
last financial year, and this is with the partial deconsolidation
of Dolmen Computer Applications taken into account.
We also anticipate EUR 185 million in investments, and a similar
amount for the next financial year, and this includes a number of
smaller acquisitions. We think that this is a further guarantee
of our growth, also considering the available people and current
infrastructure. We are also attentive to opportunities on the Belgian
market and in foreign markets.
Finally, just like every year, I would like to thank all employees
of the Colruyt Group. It was a busy year with the addition of 2,783
employees and their integration into our Group. Thanks to their
dedication to serving our customers and providing efficient services
at the lowest prices, I have every confidence in our future shared
success.
(*) Excluding
adjustments to the social security provision of EUR 35.78 million
(**) Excluding extraordinary
gains/losses of EUR 80.45 million on the sale of own shares and
adjustments to
the social security provision of EUR 35.78 million before taxes,
and
30.02 million
after taxes.
(***) The share in the profit of
the companies to which the equity method is applied is negligible.
(****) There is also an extraordinary dividend
in the form of shares of N.V. Dolmen Computer
Applications
(*****)Calculated on the basis of the number
of shares that participate in the profit, after deduction
of such shares
held by the company and its subsidiaries
In financial year 2003/2004, the Colruyt Group
realised a turnover of EUR 3,860 million ex. VAT, against
EUR 3,140 million in the previous financial year, which means a turnover
increase of 22.72% with respect to the previous financial year. Excluding
SPAR and the Battard shops acquired from Laurus, the increase is 11.5%.
The consolidated profit after taxes is EUR 190.10
million, excluding a gain on the sale of shares of EUR 80.45 million
and the adjustment of a provision relating to an agreement with the
department of social security (EUR 35.78 million before taxes,
or EUR 30.02 million after taxes). We have not taken these 2 extraordinary
items into account in the comparison with the previous year (unless
stated otherwise).
With respect to the profit of the previous year,
this means an increase of 38.42%.
The Group share of the consolidated profit after
taxes is EUR 186.45 million, against EUR 134.36 million in the
previous financial year (+ 38.77%). This is an increase per share of
42.15%.
In addition to an increase in the results of
all subdivisions, the consolidated results of the Group were also favourably
influenced by the reduction of corporation tax and the new requirements
regarding pro rata depreciation.
A gross dividend of EUR 2 per share is proposed,
against EUR 1.20 in the previous financial year. This is an increase
of 66.67%. Over and above this, the Board of Directors proposes an extraordinary
dividend in the form of shares of N.V. Dolmen Computer Applications
(1 Dolmen Computer Applications share for 9 No. 5 coupons of Colruyt
shares) (see below).
The group share of the cash flow is EUR 264.36
million, against EUR 212.60 million in the previous financial
year (+ 24.35%).
The capital and reserves of Colruyt Group are
EUR 520.76 million, against EUR 544.81 million at the end of the
previous financial year.
The long term debt is EUR 25.76 million,
against EUR 29.46 million at the end of the previous financial
year.
The gross increase of fixed assets for the Colruyt
Group is EUR 177.97 million. The bulk of investments were
in the distribution sector: purchases of land and buildings for new
Colruyt shops, the renovation of existing shops and the expansion of
our ‘Dassenveld’ depot in Halle, and the integration of
the depot in Pommeroeul (formerly Battard) as a distribution centre
for Colruyt Distribution.
The net book value of the fixed assets at the
end of the financial year was EUR 553.41 million, against
EUR 455.71 million in the previous financial year.
At the end of financial year 2003/2004,
the entire Colruyt Group had 15,185 employees, against 12,402 at
the end of the previous financial year. This is an increase of 22.44%.
In the Distribution Group, the Colruyt
shops realised a turnover increase of 10.10% with respect to the previous
financial year: from EUR 2,450 million ex. VAT to EUR 2,690 million.
In the course of financial year 2003/2004, 8
new Colruyt stores were opened. 9 existing stores were enlarged
or renovated. An existing store was relocated to a new building. In
addition, 23 acquired stores, or 20,510 m², were converted into
Colruyt stores.
The total sales area of Colruyt stores increased
by 6,865 m², + 3.11% against the previous financial year, and is
now 227,736 m².
Calculated on the basis of constant sales area,
the Colruyt stores realised a turnover increase of 6.99%.
See the table below for the contributions of
the different sectors to the group share.
We do not expect any important changes over
the next few months in the sectors sensitive to the economic climate
(such as Dolmen and Druco).
For the distribution operations in Belgium and
for Pro à Pro Distribution in France, we expect further turnover
growth with a similar increase in profit.
At the General Meeting of 15 September 2004,
we will give a projection of the group results for financial year 2004/2005.
Contribution to - profit (group share) and
turnover per sector
-
cash flow
(in EUR millions)
Profit
Cash flow
Turnover
(ex. VAT)
2003/ 04
2002/ 03
2003/ 04
2002/ 03
2003/ 04
2002/ 03
Colruyt Distribution
167.07
126.72
223.18
181.57
2,983.07
2,578.45
Dolmen
3.45
2.89
5.49
5.86
139.59
156.62
Infoco/Createch/I.P.
4.83
1.16
8.33
5.24
7.01
11.23
Druco
1.74
1.29
4.01
4.47
12.45
13.71
DreamLand
5.85
3.03
8.80
6.54
97.22
82.10
Pro à Pro Distribution
1.90
1.22
8.22
6.43
311.86
265.07
Okay
0.49
- 1.95
3.15
2.49
56.54
34.20
Spar
1.12
3.18
247.41
Total
186.45
134.36
264.36
212.60
3,855.15
3,141.38
The auditor certified the consolidated annual
accounts without reservations and confirmed that the accounting information
given in the release does not give rise to any reservations on his
part and corresponds to the said annual accounts.
The General Meeting will be held on 15 September
2004 at 16:00.
The annual report 2003/2004 will be available
to the public as of 30 August 2004, and may be requested via:
On 28 June 2004, the Board of Directors decided
to propose to the General Meeting of Shareholders of 15 September
2004 that the following dividend is paid out:
A dividend in the form
of shares of Dolmen Computer Applications. In exchange for 9 No.
5 coupons of the Colruyt share, the shareholders will receive 1
N.V. Dolmen Computer Applications share, with coupon No. 6 attached.
A gross cash dividend
of EUR 2.00 per share in exchange for coupon No. 6.
1. Dividend in the form of N.V. Dolmen
Computer Applications shares
A maximum of 3,920,344 Dolmen Computer Applications
shares, today held by N.V. Etn. Fr. Colruyt, will be distributed to
its shareholders.
After this operation, N.V. Etn. Fr. Colruyt
will still hold 214,996 Dolmen Computer Applications shares in its
portfolio.
The provisional valuation of 1 Dolmen Computer
Applications share was based on the market price on 31/03/2004, i.e.
EUR 9.25 ("provisional price").
The withholding tax of 25% will be paid by
N.V. Etn. Fr. Colruyt and is provisionally EUR 3.0833 per Dolmen Computer
Applications share distributed.
For shareholders who hold 9 No. 5 coupons
of the VVPR strips, together with 9 No. 5 coupons of the Colruyt
share, N.V. Etn. Fr. Colruyt will only have to pay 15% withholding
tax, or 1.85 euros. These shareholders will thus receive an additional
EUR 1.23 euros per Dolmen Computer Applications share.
The definitive valuation (definitive price)
of the Dolmen Computer Applications share, and the withholding tax
to be paid on each Dolmen Computer Applications share distributed,
will be based on the "price list" published in the Belgisch
Staatsblad on 20 September 2004.
The listing of coupon No. 5 of the Colruyt
share on Euronext will be requested as of 30/9/2004. The shareholders
will thereby be able to buy or sell No. 5 coupons.
The No. 5 coupons of the Colruyt share may
be exchanged between 30/9/2004 and 31/03/2005.
It will no longer be possible to exchange
them as of 1/4/2005, and the Dolmen Computer Applications shares not
taken will be sold on the stock exchange until 30/06/2005.
The net amount (income minus costs) will be
divided by the number of coupons not exercised, and as of 5/7/2005
this amount may be obtained upon presentation of the No. 5 coupons
not yet exercised at the counters of financial institutions.
The detailed conditions for this distribution
may be consulted on our website www.colruyt.be >Financial information>
"Report of the Board of Directors to the General Meeting of Shareholders
of 15 September 2004 on a dividend payment in the form of shares of
N.V. Dolmen Computer Applications."
2. Cash dividend
On the gross dividend of EUR 2.00 in exchange
for coupon No. 6 of the Colruyt share, the shareholders will receive
EUR 1.50 net after deduction of the 25% withholding tax.
The holders of VVPR strips enjoy a reduced
withholding tax payment on dividends. For these shares, the net dividend
is EUR 1.70 per share, after deduction of the 15% withholding tax.
The capital increases reserved for employees
of the Colruyt Group since 1995 have always been with the issue of
such VVPR strips.
For foreign shareholders, the net dividend
may differ depending on the double taxation treaties between Belgium
and the countries concerned. The necessary certificates have to be
in our possession by 13 October 2004 at the latest.
3. Valuation of the total dividend per
Colruyt share in financial year 2003-2004
I.
For each Colruyt share, upon presentation of coupon No. 6, there will
be the normal gross dividend of EUR 2, net EUR 1.50 or EUR 1.70, without
or with coupon No. 6 of the VVPR strips respectively.
II.
For each Colruyt share, upon presentation of coupon No. 5, and at
the "provisional price", there will be a gross dividend
of (9.25/0.75)/9 or EUR 1.37.
Net this comes down
to EUR 1.03 without coupon No. 5 of the VVPR strips, and EUR 1.16
with this coupon.
III. Overall,
without the VVPR strips and at the "provisional price",
this will give a gross dividend of EUR 3.37 per Colruyt share and
EUR 2.53 net.
With the VVPR strip
coupons the gross dividend will remain the same, however with a net
dividend of:
- only coupon No.
6 of the VVPR strips: EUR 2.73 per Colruyt share.
- only coupon No.
5 of the VVPR strips: EUR 2.66 per Colruyt share.
- both coupons No.
5 and No. 6 of the strips: EUR 2.86 per Colruyt share.
IV. The
definitive valuation will be determined on 21 September 2004 on the
basis of the definitive price of the Dolmen Computer Applications
(DCA) share.
4. Payability
The dividend of financial year 2003/2004 will
be payable as of 30/09/2004, against presentation of coupons No. 5
and No. 6 at the counters of financial institutions.
The coupons for receiving the dividends may
be presented at the counters of:
- Fortis Bank
- ING
- KBC Bank
- Dexia Bank
- Bank Degroof
Consolidated annual accounts of Colruyt
Group (including one-off and extraordinary items)
1. Balance sheet after
appropriation of profit
(in EUR thousands)
Assets
Codes
As at 31/03/04
As at 31/03/03
Fixed assets
20/28
553,412
455,707
I. Formation
expenses
20
0
0
II. Intangible
fixed assets
21
9,191
3,948
III. Goodwill
99200
22,583
13,050
IV. Tangible
fixed assets
22/27
504,965
430,861
A. Land and buildings
22
376,757
340,454
B. Plant, machinery and equipment
23
39,112
28,643
C. Furniture and vehicles
24
41,934
32,481
D. Leasing and other similar rights
25
7,718
6,485
E. Other tangible fixed assets
26
25,144
17,575
F. Assets under construction and advance payments
27
14,300
5,223
V. Financial
fixed assets
28
16,673
7,848
A. Companies to which the equity method is applied
9921
8,412
156
1. Shareholdings, shares and profit-share
certificates
99211
8,412
156
B. Other companies
284/8
8,261
7,692
1. Shareholdings, shares and profit-share
certificates
284
2,824
6,861
2. Accounts receivable
285/8
5,437
831
Current assets
29/58
977,153
921,153
VI. Accounts
receivable after one year
29
946
27
A. Trade debtors
290
926
0
B. Other accounts receivable
291
20
27
VII. Stocks and
contracts in progress
3
362,790
278,124
A. Stocks
30/36
350,755
267,163
1. Raw materials and consumables
30/31
6,358
5,715
2. Work in progress
32
835
1,003
3. Finished goods
33
8,277
5,569
4. Goods purchased for resale
34
319,640
240,257
6. Advance payments
36
15,645
14,619
B. Contracts in progress
37
12,035
10,961
VIII. Accounts receivable
within one year
40/41
170,411
113,959
A. Trade debtors
40
137,417
79,299
B. Other accounts receivable
41
32,994
34,660
IX. Investments
50/53
305,321
443,593
A. Own shares
50
42,577
109,336
B. Other investments and deposits
51/53
262,744
334,257
X. Cash
at bank and in hand
54/58
92,145
52,554
XI. Deferred
charges and accrued income
490/1
45,540
32,896
Total assets
20/58
1,530,565
1,376,860
(in EUR thousands)
Liabilities
Codes
As at
31/03/04
As at 31/03/03
Capital and reserves
10/15
520,761
544,811
I. Capital
10
138,873
132,321
A. Issued capital
100
138,873
132,321
II. Share
premium account
11
50
50
III. Revaluation
surpluses
12
9,094
9,357
IV. Consolidated
reserves
9910
367,685
399,571
V. Goodwill
9911
310
310
VI. Conversion
differences (+) (‑)
9912
290
290
VII. Investment
grants
15
4,459
2,912
Minority interests
25,896
21,626
VIII. Minority interests
9913
25,896
21,626
Provisions, deferred taxes and potential
tax liabilities
16
49,303
70,777
IX. A.
Provisions for liabilities and charges
160/5
42,455
65,703
1. Pensions and similar obligations
160
11,554
3,179
2. Taxes
161
1,283
1,134
3. Major repairs and maintenance
162
4,120
3,794
4. Other liabilities and charges
163/5
25,498
57,596
B. Deferred taxes and potential tax liabilities
168
6,848
5,074
Accounts payable
17/49
934,605
739,646
X. Accounts
payable after one year
17
22,105
26,153
A. Financial creditors
170/4
22,105
25,551
3. Leases and other similar obligations
172
3,226
4,536
4. Credit institutions
173
18,868
21,015
B. Trade creditors
174
11
20
1. Suppliers
175
0
20
D. Other accounts payable
178/9
0
582
(in EUR thousands)
Liabilities
Codes
As at
31/03/04
As at 31/03/03
XI. Accounts
payable within one year
42/48
908,697
710,981
A. Current portion of accounts payable after
one year
42
3,659
3,303
B. Financial creditors
43
74
0
1. Credit institutions
430/8
74
0
C. Trade creditors
44
498,072
409,954
1. Suppliers
440/4
498,072
409,954
D. Advance payments received on contracts
in progress
46
24,834
17,930
E. Taxes, remuneration and social security
45
204,213
182,942
1. Taxes
450/3
54,987
69,933
2. Remuneration and social security
454/9
149,226
113,009
F. Other accounts payable
47/78
177,845
96,852
XII. Accrued charges
and deferred income
492/3
3,803
2,512
Total liabilities
10/49
1,530,565
1,376,860
2. Profit and loss account
(in EUR thousands)
Codes
From
01/04/03 to 31/03/04
From 01/04/02 to 31/03/03
I. Operating
income
70/74
4,076,438
3,308,327
A. Turnover
70
3,855,145
3,141,382
B. Change in the stocks of finished goods,
work and contracts in progress (increase +,
decrease -)
71
970
4,005
C. Fixed assets – own construction
72
35,079
26,931
D. Other operating income
74
185,244
136,009
II. Operating
charges
60/64
3,763,294
3,104,775
A. Raw materials, consumables and goods
for resale
60
3,027,271
2,449,577
1. Purchases
600/8
3,082,323
2,461,128
2. Change in stocks (increase -, decrease +)
609
- 55,052
- 11,551
B. Services and other goods
61
182,522
145,977
C. Remuneration, social security costs and pensions
62
498,608
413,841
D. Depreciation and other amounts written off
formation expenses, intangible and tangible
fixed assets
630
70,622
74,554
E. Change in amounts written off stocks, contracts
in
progress and trade debtors (increase +,
decrease
-)
631/4
6,129
784
F. Provisions for liabilities and charges
(increase
+, expenses and decreases -)
635/7
35,743
8,813
G. Other operating charges
640/8
13,885
11,229
III. Operating profit
70/64
313,144
203,552
IV. Financial
income
75
20,764
18,780
A. Income from financial fixed assets
750
1,455
1,025
B. Income from current assets
751
9,064
10,101
C. Other financial income
752/9
10,245
7,654
V. Financial
charges
65
15,602
12,526
A. Interest and other debt charges
650
3,155
3,636
B. Depreciation on goodwill
9961
9,325
6,139
C. Amounts written off current assets
651
- 49
91
D. Other financial charges
652/9
3,171
2,660
(in EUR thousands)
Codes
From
01/01/03 to 31/03/04
From 01/04/02 to 31/03/03
VI. Profit from ordinary operations before taxes
70/65
318,306
209,806
VII. Extraordinary
income
76
82,132
2,097
A. Adjustments to depreciation on intangible
and
tangible fixed assets
760
25
-
C. Adjustments to amounts written off
financial
fixed assets
761
3
D. Adjustments to provisions for extraordinary
liabilities
and charges
762
131
-
E. Gains on the disposal of fixed assets
763
81,766
257
F. Other extraordinary income
764/9
207
1,840
VIII. Extraordinary charges
66
2,633
4,133
D. Provisions for extraordinary liabilities
and
charges
662
316
-
E. Losses on the disposal of fixed assets
663
1,415
1,879
F. Other extraordinary charges
664/8
902
2,254
IX. Profit
from the financial year, before taxes
70/66
397,805
207,770
X.
A. Transfer from deferred taxes and potential
tax liabilities
780
452
613
B. Transfer to deferred taxes and potential tax liabilities
680
1,539
- 755
XI. Corporation
tax
67/77
- 97,128
- 70,300
A. Taxes
670/3
- 99,897
- 75,308
B. Adjustment of taxes and write-back of
tax
provisions
77
2,769
5,008
XII. Profit from
the financial year
70/67
299,590
137,328
XIII.
Share in the profit of companies that the
equity method is applied to
Pro à Pro Distribution takes over 100 % of the shares of the Group S.A. Mallet (Disval/Silor)
Through its French Holding
Pro à Pro Distribution, the Colruyt Group has signed an agreement
for the take-over of 100 % of the shares of the Group S.A. Mallet
(Disval/Silor), established in the area of Orléans.
The final take-over date is 30 June 2004.
The Group S.A. Mallet includes 8 firms, the most important of which
are S.A. Disval (wholesale business in dry food) and S.A. Silor
(wholesale business in fresh products).
They mainly supply goods to independent local shops of the name
Coccinelle, Coccimarket and Panier Sympa.
During the fiscal year 2003, the Group S.A. Mallet achieved a turnover
of 56 million EUR.
They employ 190 staff.
The take-over is totally consistent with the strategy of the Pro
à Pro Distribution Group to continue to develop the 'GMS'
(Grandes et Moyennes Surfaces) activity and the 'affiliés'
activity with its subsidiary company S.A.S. Ripotot.
Geographically as well as strategically, the activities of the S.A.S.
Ripotot and the Group S.A. Mallet fit perfectly. Whereas the S.A.S.
Ripotot principally provisions the northeast of France, the core
activities of the Group S.A. Mallet are in the 'Région Centre',
'Pays de Loire', 'Région Parisienne' and 'Haute Normandie'.
The experience of the S.A.S. Ripotot in running supermarkets chiefly
on their own account on the one hand, and the expert knowledge of
provisioning small local shops of the Group S.A. Mallet on the other
hand will be complementary in the further expansion of these activities.
Furthermore, the Group S.A. Mallet offers possible synergisms with
the food service division of the Group Pro à Pro Distribution
through the S.A. Silor (fresh products).
In the future, the Group Pro à Pro Distribution will continue
to use the experience of the former managers, who remain in charge
of the elaboration of the planned future developments as the management
of the Group S.A. Mallet.
The French holding Pro à Pro Distribution is a 100 % subsidiary
of the Belgian Group Colruyt N.V. that is quoted on the stock exchange.
Pro à Pro Distribution combines the French activities in
the field of food service and food retail. They realise a consolidated
turnover of more than 300 million EUR and dispose of capital and
reserves amounting to 67.8 million EUR. Pro à Pro employs
1.200 staff members in all, 100 of whom are commercial employees.
In our press release of 5/1/04 we
reported that: "After a legal dispute that lasted several years,
an amicable settlement was reached with the RSZ (the National Office
for Social Security) with respect to the capital increases made
in the past through the creation of shares that were allotted gratuitously
to members of personnel, provided they would block them in a personnel
co-operative company during 5 years. This settlement provides that
we must actually pay 35% of 80% of the amounts claimed. The impact
is somewhat lessened by the fact that every year we formed the necessary
provisions to pay the full amount. In the weeks to come, we expect
to receive concrete figures from the RSZ services."
In view of the magnitude of the amounts, we subsequently promised
to report the final settlement of the matter as well as its impact
on the result.
Today we can say that for the Colruyt Group this final settlement
will represent a payment (cash-out) of 4.38 million EUR to the RSZ.
Taking into account the provisions formed as per 31/03/03, this
will have a positive impact on the operating profits for the financial
year 03/04 amounting to 35.8 million EUR and on the result after
taxation amounting to 30,0 million EUR.
This non-recurrent supplementary operating profit does not in any
way change the operational profit forecast of 164 million that was
communicated in the above-mentioned press release, as this forecast
was made and is "not taking into account the influence of the
settlement with the RSZ".
As announced in the annual report 2002/2003, the results for the
financial year 03/04 will be published on 28 June 2004 at 5.45 p.m.
Press release: COLRUYT GROUP - CONSOLIDATED Half-year figures
COLRUYT GROUP - CONSOLIDATED Half-year figures
Colruyt maintains its strong growth
In the first half (from 1/4/2003 to 30/9/2003) of the financial
year 2003/2004 the Colruyt group turnover rose by 18.08 % with
respect to the first half of the last financial year. The turnover
increase is +10.33 %, not taking into account the activities of
the Laurus group recently taken over, the integration of which
is progressing satisfactorily.
The operating profit was 119.33 million EUR against 94.83 million
EUR in the first half of the last financial year. This is an increase
of 25.84 %.
The profit from ordinary operations before taxes amounts to 121.51
million EUR, against 98.05 million EUR in the first half of last
year. This is an increase of 23.93 %. Before depreciation of goodwill,
the increase is 25.53 %.
The consolidated profit (group share) is 78.48 million EUR for
the first half of this financial year, against 59.37 million EUR
last year. This is an increase of 32.19 %.
In the first nine months of the financial year 2003/2004 (to the
end of December 2003), the turnover increase in Colruyt shops
was 10.1 %.
The turnover of the Dolmen group on the other hand fell by 25.95
% the first half year. The contribution to the consolidated result
however rose by 43 % as a result of firm corrective action and
the additional positive impact of the new mandatory pro-rata depreciation,
the lower depreciation of consolidation goodwill and the lowered
tax rate.
The turnover of the DreamLand shops rose by 24.61 % compared with
the first half of the last financial year; the increase of the
contribution to the consolidated result surpassed the increase
of the turnover.
In the first half of this financial year, the turnover from operations
in France under Pro à Pro Distribution N.V. increased by
15.88 %, the recent take-overs included. The contribution to the
consolidated result continues to develop positively.
Currently (situation as per 31/12/2003) the Colruyt group holds
3,095,836 of its own shares, which is 8.1 % of the total number
of Colruyt shares issued (38,183,103). The Board of Directors
of the parent company Etn. Fr. Colruyt N.V. has decided to convene
an extraordinary general meeting shortly to decide upon the cancellation
of the own shares held by the company.
After a legal dispute that lasted several years, an amicable settlement
was reached with the RSZ (the National Office for Social Security)
with respect to the capital increases made in the past through
the creation of shares that were allotted gratuitously to members
of personnel, provided they would block them in a co-operative
company of the personnel during 5 years. This settlement provides
that we must actually pay 35 % of 80 % of the amounts claimed.
The impact is somewhat lessened by the fact that every year we
formed the necessary provisions for the full amount. In the weeks
to come, we expect to receive concrete figures from the RSZ services.
Based on the main profit-determining parameters - however not
taking into account the influence of the settlement with the RSZ
- we can increase our profit forecast for the entire financial
year (group share) from 160 million EUR to 164 million EUR. Compared
with 134.36 million EUR last year.
This is an increase of 22.25 % from 3.82 EUR to 4.67 EUR per share
(situation as per 31/12/2003).
KPMG
Statutory auditors
Re: Colruyt Group - Status as per 30/09/2003
In order to fulfil our controlling duties to the Colruyt Group,
we have performed a brief review of the six-monthly status. This
review consisted primarily of analysing, comparing and discussing
the financial data and was carried out in accordance with the
auditing recommendations issued by the Institute of Auditors (Institut
des Reviseurs d'Entreprise - Instituut der Bedrijfsrevisoren)
for intermediate reviews. This review is, therefore, less detailed
compared to a full review of the annual accounts. This review
has not brought to light any information, which might indicate
an adjustment to the bookkeeping data stipulated in the six-monthly
report.
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