Chairman's Address for the General Meeting of Shareholders of Etn Fr. Colruyt N.V. of 21 september 2005
Address of the Chairman to the General Meeting of
Shareholders of Etn. Fr. Colruyt of 21 September 2005
In financial year 2004/2005 the turnover
of the Colruyt Group rose by 15.12% to EUR 4.44 billion. Excluding
Spar and Dolmen, the comparable turnover increase was 12.37%. In financial
year 2004/2005, 15 months of the Spar Group operations were on our
accounts compared to 8 months in the previous year, and the Dolmen
Group only counted for 6 months, being taken out of the consolidation
in the second half year.
The comparable consolidated profit after tax (group share) was EUR
219.52 million. This is an increase of 17.74%. Including the extraordinary
gain on Dolmen shares distributed as a dividend, the consolidated
profit after tax was EUR 239.75 million.
These good results were fully in line with our expectations.
The proposed gross dividend of EUR 2.44 per share means an increase
All components of the Colruyt Group again made a positive contribution
to the consolidated profit last year. The Colruyt shops and the DreamLand
shops continued to grow strongly, and the most recent activities of
the Group such as the Okay shops and the French operations substantially
increased their contribution to the consolidated profit.
The Colruyt shops in Belgium, including the Comarché/Comarkt
shops to be converted, had a turnover increase of 11.63%. Their contribution
to the consolidated profit (group share) rose by 18.3% to EUR 197.57
million. In financial year 2004/2005, 12 new Colruyt shops were opened:
3 newly constructed shops, 8 Comarché/Comarkt shops and 1 acquired
supermarket were converted into Colruyt shops. One existing shop was
also relocated and 7 shops were renovated and enlarged.
The total sales area of the Colruyt shops thereby increased by 7.43%
or 17,028 m² .
There are still 8 Comarché/Comarkt shops (ex Central Cash and
Battard shops) and 2 acquired shops to be converted into Colruyt shops.
This will be done in 2005/06.
OKay, our discount corner shops in Belgium, was also expanded last
financial year to 28 shops and achieved a turnover of EUR 91.98 million.
The turnover and profit progression of Okay confirms its commercial
potential on the Belgian market.
In 2004, DreamLand realised a turnover increase of 14.56% to EUR 126.02
million, mainly thanks to continual adjustments to the range based
on the constantly changing trends on the market. The contribution
to the consolidated profit was EUR 6.33 million. At the end of financial
year 2004, DreamLand was operating 22 shops.
The Pro à Pro Distribution Group, who consolidates the French
operations, realised a turnover of EUR 367.85 million. Their contribution
to the consolidated profit of the Colruyt Group was EUR 2.90 million.
The French GMS operations (Grandes et Moyennes Surfaces - supermarkets)
comprise both integrated shops and affiliated shops and achieved a
turnover increase of 31.62%. This was mainly due to the acquisition
of the Mallet Group on 1 July 2004, whereby the number of independent
shops supplied increased substantially. Alongside the 44 branches
of our own, we now supply 758 independent shops, including 15 Coccinelle
branches, 51 CocciMarket branches and 70 Panier Sympa branches.
The French foodservice operations achieved a turnover increase of
8.5%, although if we disregard the new acquisition of S.A.S. Galland
in the Hautes Alpes, and Proman in Alsace, the increase was 6.1%.
Last financial year the Druco Group contributed nicely to the consolidated
profit, making EUR 2.91 million against EUR 1.74 million the year
Spar Retail made a contribution to the consolidated profit of EUR
3.78 million. It should be noted that the Spar Group counted for 15
months in the consolidated accounts, against 8 months in the previous
financial year. The focus was on renovating shops, strengthening the
marketing activities, and price positioning.
Our partnership with the independent shops of the Alvo Group was further
developed and refined last financial year, and has further growth
At the end of financial year 2004/2005, the Colruyt Group, without
the 851 Dolmen employees, had 16,157 employees. This is 972 employees
more than at the end of the previous financial year.
In the first 5 months of the current financial year 2005/2006 (from
April to August 2005 inclusive) the turnover in our core business,
Colruyt distribution together with our Okay corner shops, rose by
10.3%. The turnover in our Spar operations rose by 1.2% in the same
The DreamLand shops had a turnover increase of 13.23% from January
to June 2005.
The GMS and foodservice operations in France also had turnover increases
in the same period of 54.1% and 18.9% respectively.
Largely because of rising oil prices, consumers are tending to keep
tight control of the purse strings. The price component
is thus playing a greater role. We also note that there is some price
nervousness on the distribution market. Nevertheless, the gross margins
of the various activities are in line with our expectations. True
to our tradition, we are continuing to pay attention to improving
our operating costs.
For example, at Spar, alongside continuing the ambitious shop renovation
plan, we are working hard to improve operational efficiency. The price
reductions applied are now having their full impact and to some extent
are showing through in the results. These structural investments in
Spar will bear fruit in time.
For financial year 2005/2006, we anticipate a consolidated profit
(under IAS/IFRS), group share, of at least EUR 225 million, compared
to EUR 210.86 million (*) last financial year.
We also anticipate EUR 228 million of investment for this financial
year excluding any acquisitions. Alongside the usual investments
in our shops, this year we are making additional investments in our
depots, our meat processing unit (Vlevico), and a new wine bottling
plant and coffee roasting plant in Ghislenghien.
Although certainly under consideration, we do not currently anticipate
any substantial investments to start up any operations in the Netherlands.
The only thing we are doing is a study to get to know the Dutch market
A word of thanks
A special word of thanks to René De Wit, who today, after 30
years, is leaving the Colruyt Group to explore new study horizons.
René is a reliable man, without frills, but efficient and enthusiastic.
As managing director he has looked after the good of "the company"
for 18 years like no other. His skills and his track record are an
example to us all. On behalf of myself, the entire Board of Directors,
all employees of the Group, and all shareholders: hats off and thank
I would also like to heartily congratulate and thank all employees
of the Colruyt Group for the results achieved. It was again a very
demanding year with regard to the competitive environment, and also
in view of the number of new shops that we opened last year. Thanks
to the daily efficient dedication of everybody in the service of our
customers, we were able to deliver a quality that they appreciate.
The skills of every one of us means that I have every confidence in
the future of our Group.
(*) Consolidated profit financial year 04/05, group share under IAS/IFRS
excluding the one-off gain of EUR 18.4 million on Dolmen Computer
Applications shares distributed as a dividend.
At the general meeting of 21 September
2005, Jef Colruyt, Chairman of the Board of Directors, announced that
the Board of Directors will propose the appointment of the B.V.B.A.
Delvaux Transfer, with Mr Willy Delvaux acting as its permanent representative,
as an independent director. The Board of Directors will submit this
proposal to the extraordinary general meeting to be held on 18 October
Mr Willy Delvaux, 53 years of age, has a long-standing working experience
within the Procter & Gamble Group. Up to last year he was the
general manager at Procter & Gamble Belgium-Netherlands and he
is currently holding worldwide responsibility for the transition of
the acquired company Wella, within Procter & Gamble.
The Board of Directors proposes to appoint the B.V.B.A. Delvaux Transfer,
with Mr. Willy Delvaux acting as its permanent representative, as
a director for a term commencing on 1 March 2006 and ending at the
general meeting of 2007.
On 1 March 2006, Mr Delvaux will have resigned from all his functions
at Procter & Gamble and the Board of Directors will be expanded
by someone who has acquired extensive experience at the international
We consider the appointment of this independent director with his
wide international experience an enrichment for the Board of Directors
of the Colruyt Group.
A brief curriculum vitae of Mr. Willy
Delvaux is given below.
Age: 53 years. Married, 3 children.
Education: Civil Engineer in Mechanics - Electro technology
Post-university degree in Business Management (Vlerick)
Professional experience : Procter & Gamble (P&G)
1977- 1990: Growing marketing responsibilities at Procter & Gamble
in various countries (Belgium, the Netherlands, Germany, United States)
1990-1993: General Manager, Procter & Gamble Poland
1993-1996: General Manager, Procter & Gamble Egypt
1996-2004: General Manager, Procter & Gamble Belgium - Netherlands
2004- Beginning of 2006: Global Wella Transition within Procter &
PRO A PRO DISTRIBUTION has signed an agreement for the takeover
of 100 % of the shares of S.A. Ets POIRETTE with registered
office in VENDEGIES-SUR-ECAILLON, and the takeover of 100 %
of the shares of S.A. EUROCASH POIRETTE, a 100 % subsidiary
of S.A. Ets POIRETTE with head office in VALENCIENNES.
The acquisition will take place on the 29th of April 2005.
The main activity of S.A. Ets POIRETTE consists in the wholesale
of fresh products, and through the agency of its subsidiary,
the wholesale of dry products. It is active in the sector of
food service as well as in the sector of food retail. In the
fiscal year 2004 S.A. Ets POIRETTE has realised a 7 million
euro turnover. The company employs 35 persons.
THE S.A. Ets POIRETTE develops its activities mainly in the
departments PAS-DE-CALAIS (62), NORD (59) and part of the AISNE
The acquisition of S.A. Ets POIRETTE forms the onset for the
future development of the activities of PRO A PRO DISTRIBUTION
in the northern departments of France, in the field of both
dry food and fresh products Thus PRO A PRO will be able to accelerate
the accomplishment of its strategy to become a NATIONAL partner
for social and commercial restaurants by means of a network
of independent companies specialised in the trade. It also enables
them to continue to develop their commercial activities in wholesale
business as a partner of Large and Medium-sized Supermarkets.
The French holding PRO A PRO DISTRIBUTION is a 100% subsidiary
of the Belgian Ets Fr. COLRUYT nv that is quoted on the stock
exchange. PRO A PRO DISTRIBUTION combines the French activities
in the field of food retail and food service. Its consolidated
turnover is over 350 million euro and its authorised capital
amounts to 67.8 million euro. PRO A PRO DISTRIBUTION already
employs more than 1.500 staff, among whom 130 sales people.
Distribution of a bonus dividend in the form of shares of the nv Dolmen Computer Applications
Press release of nv Etn. Fr.
Distribution of a bonus dividend in the form of shares of the
nv Dolmen Computer Applications
assembly of shareholders of 15 September 2004 decided to distribute
a bonus dividend in the form of shares of nv Dolmen Computer
Applications. A Dolmen share could be obtained against nine
coupons no 5 of the Colruyt share. It was possible to exchange
coupon no 5 against Dolmen shares until 31/03/2005. A total
of 3,920,344 shares were to be distributed. On 31/03/2005 34,359,111
coupons no 5 had been exchanged against 3,817,679 Dolmen shares,
In the prospectus concerning this operation (dd 22/09/2004)
it was provided for to sell the rest of the (non-exchanged)
Dolmen shares on the exchange between 01/04/2005 and 30/06/2005,
and to distribute the net price of this sale (sales price -
expenses) among the non-exchanged no 5 coupons.
Consequently, the remaining 102,665 Dolmen shares have been
sold on 05/04/2005 at a net price of 9.68 euros per share, which
means that the 923,985 non-exchanged no 5 coupons entitle the
holder to a gross dividend of 1.43 euros or 1.0725 euros net.
This dividend will be paid as from 04/07/2005 against delivery
of the no 5 coupons in one of the following financial institutions:
Fortis Bank, ING, KBC Bank, Dexia Bank, Bank Degroof.
The Board of Directors of nv Etn. Fr. Colruyt records with satisfaction
that this operation went off smoothly with no appreciable price
fluctuations or discrepancies. Following this operation, nv
Etn. Fr. Colruyt holds 214,996 Dolmen shares in portfolio that
remained outside this distribution of dividend. This represents
2.59 % of the total amount of shares of nv Dolmen Computer Applications
Through the agency of its French subsidiary S.A.S. Les Fils de A.
DOUMENGE, the Group PRO A PRO DISTRIBUTION has signed an agreement
of transfer for the takeover of 100% of the shares of the company
S.A.S. PERACHE with its registered office in VILLEURBANNE (LYON).
The takeover takes place on the 1st of April 2005.
S.A.S. PERACHE is a distribution company active in the sector of food
service with an assortment of groceries and non-food products. In
the fiscal year 2003-2004 PERACHE has realised a 3.5 million euro
turnover. The company employs 10 persons.
The S.A.S. PERACHE develops its activities mainly in the RHONE department
The acquisition of the S.A.S. PERACHE and the start of a new warehouse
in Lyon by the end of 2005 will allow for an accelerated future growth
of the activities of PRO A PRO DISTRIBUTION in the RHONE ALPES region.
The French holding PRO A PRO DISTRIBUTION is a 100 % subsidiary of
the Belgian Group COLRUYT N.V., which is quoted on the Belgian stock
exchange. PRO A PRO DISTRIBUTION combines its French activities in
the food retail and food service business. Its consolidated turnover
is over 350 million euro and its authorised capital amounts to 67.8
million euro. PRO A PRO DISTRIBUTION already employs more than 1.500
staff, among whom 130 commercial employees.
Exchanging no 5 coupons for N.V. Dolmen Computer Applications - Reminder
Press release N.V. Etn. Fr.
Exchanging no 5 coupons for N.V. Dolmen Computer Applications
of Directors reminds the shareholders that at the General Meeting
of 15 September 2004 it was decided to pay out a bonus dividend
in the form of shares of the N.V. Dolmen Computer Applications.
In exchange for nine No. 5 coupons of the Colruyt share, 1 N.V.
Dolmen Computer Applications share can be acquired.
The separate listing of coupon no. 5 at Euronext Brussels was
requested between 30 September 2004 and 27 March 2005.
Exchanging no. 5 coupons for N.V. Dolmen Computer Applications
shares will be possible until 31 March 2005.
As of that date, it will not longer be possible to exchange
As of 1/4/2005 the exchange will no longer be possible 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 details for this operation may be consulted on our website
The Group Pro à Pro Distribution S.A. has signed
an agreement for the acquisition of 100 % of the shares of the company
I.N.E.C.O., having its registered office in Sainte-Marie (Réunion
Island - France).
The acquisition will take place on the 1st of April 2005.
I.N.E.C.O. is a distribution company active in the food service
sector (the "Restauration Hors Domicile"), distributing
mainly fresh products. The company has been present on the Réunion
Island for over 20 years.
In the financial year 2004 it achieved a turnover of 11.7 million
euro. The company employs 33 people.
The acquisition of I.N.E.C.O. fits in perfectly with the strategy
of the Group Pro à Pro Distribution, which in particular
consists in expanding its activities in the overseas provinces (the
so-called "DOM-TOM"). Together with the companies MORER
(dry food products), Didier (frozen products) and I.N.E.C.O. (fresh
products) it will now be possible to offer a full-range service.
Furthermore Pro à Pro continues its growth strategy in France
aiming to be a national partner for social and commercial catering.
The French holding Pro à Pro Distribution is a 100 % subsidiary
of the Belgian Group Colruyt N.V., which is quoted on the Belgian
stock exchange. Pro à Pro Distribution combines its French
activities in the food retail and food service business. Its consolidated
turnover is over 350 million euro and its authorized capital amounts
to 67.8 million euro. Pro à Pro Distribution already employs
over 1,500 people, of whom 130 commercial representatives.
GROEP COLRUYT - GECONSOLIDEERD
COLRUYT GROUP - CONSOLIDATED Half-year figures
Colruyt maintains its strong growth
In the first half of financial year
2004/2005 (from 1/4/2004 to 30/9/2004), the turnover of the
Colruyt group was up by 23.68% compared to the first half of
last financial year. Excluding the operations acquired in May
2003 from the Laurus Group, the turnover increase was
The operating profit was EUR 149.60
million, against EUR 119.33 million in the first half of last
financial year. This is an increase of 25.37%.
The profit from ordinary operations
before taxes was EUR 154.84 million, against EUR 121.51
million after the first half of last year. This is an
increase of 27.43%. Before depreciation of goodwill, the
increase is 26.02%.
The consolidated profit (group share)
for the first half of the current financial year was EUR 128.42 million,
against EUR 78.48 million last year. This means an
increase of 63.63%.
If we do not consider the extraordinary
gain of EUR 18.44 million from the payment of a bonus dividend
in the form of N.V. Dolmen Computer Applications shares, the
net profit (group share) was EUR 110.28 million, or an increase
In the first 9 months of financial year
2004/2005 (until the end of December 2004) the turnover increase
of the Colruyt shops was 9,60 %.
In the first half year, Dolmen had a
turnover increase of 13%. The contribution to the group
profit fell by 29%. As of the next half year, the results
of the Dolmen Group will not be consolidated into the accounts
of the Colruyt Group.
The other operations (DreamLand, Pro
à Pro, OKay and Spar) saw a turnover increase and an
increase in profit.
Currently (situation 31 December 2004),
the Colruyt group holds 919,381 of its own shares, this is 2.60%
of the total Colruyt shares issued.
In an international context characterised
by a slowdown in (growth of) consumption, we cannot apply the
growth figures from the first half year to the whole financial
However, we are confident enough to
raise our profit forecast for the entire financial year (group
share) from EUR 202 million to EUR 210 million, compared to
EUR 186.45 million last year.
Per share (situation 31/12/2004), this
is an increase of 12.15%, from EUR 5.43 to EUR 6.09.
The main differences between the IAS/IFRS
version of the opening balance sheet of 01/04/2004
(current IAS/IFRS regulations and viewpoints)
and the Belgian GAAP version can be summarised as follows:
In thousands of
Intangible fixed assets
Tangible fixed assets
Financial fixed assets
Debtors > 1 year
Stocks and orders in progress
Debtors < 1 year
Cash at bank and in hand
Deferred charges and accrued income
Capital and reserves
Provisions and deferred taxes
Creditors > 1 year
Creditors < 1 year
- Transfer of goodwill further to reclassification
of "Businesses" from "Intangible fixed assets"
- Recalculation of depreciation (linear
IAS/IFRS w.r.t. double declining balance Belgian GAAP) of fixed
- Deferred tax asset further to recoverable
losses relating to "Debtors due after 1 year"
- Reclassification of "Deferred
charges and accrued income" to "Debtors due within
- Write-off of own shares from "Investments",
with deduction from capital and reserves.
- Increase of the provision for deferred
tax liability, primarily due to the change to depreciation.
- The non-booking of the proposed distribution
of profit relating to creditors due within 1 year.
- On balance this had a positive effect
of EUR 169 million on the Capital and Reserves, where EUR 122
million of this relates to the non-booking of the proposed appropriation
of the profit.
The IAS/IFRS results for the first half
year of 04/05 give a turnover of EUR 2,230 million with an operating
profit of EUR 165.14 million (or EUR 146.7 million without the
gain on the Dolmen Computer Applications shares that were distributed).
The profit from ordinary operations was EUR 175.13 million (EUR
156.69 million without the gain on the Dolmen Computer Applications
shares). This was also the profit before taxes.
The profit after taxes (group share)
was EUR 123.68 million (EUR 105.54 million without the gain
on the Dolmen Computer Applications shares).
The difference with the Belgian GAAP
results (EUR - 4.7 million for profit after taxes, group share)
is mainly due to:
- Less depreciation, including depreciation
on goodwill: EUR + 5 million
- Profit share, which is booked as
a personnel expense under IAS/IFRS: EUR - 6 million
- Deferred taxes: EUR - 4 million.
Fr. Colruyt N.V.
translation of text originally prepared in Dutch
on the limited review of the half year consolidated financial
statements as at
We have performed
a limited review on the half-year consolidated financial statements
of Etn. Fr. Colruyt NV as at September 30, 2004, prepared in
accordance with the accounting principles generally accepted
in Belgium as stipulated in the Royal Decree of January 30,2001,
which show a consolidated equity total of 645.645 (000) euro
and a consolidated income statement resulting in a profit for
the period of 130.030(000) euro.
Given the objective,
our audit was not a full scope audit as required for the certification
of the consolidated annual accounts but a limited review, which
was performed in accordance with the standards of the Institut
des Réviseurs d'Entreprises. A limited review consists
principally in applying analytical review procedures, comparisons
and inquiries on financial data communicated to us. Its
scope is substantially less than a full audit, the objective
of which is the expression of an opinion on the true and fair
view of the equity, the financial position and the consolidated
Our review did not
reveal any elements requiring significant corrections of the
figures in the half-year consolidated report.
As part of its half
year consolidated reporting, the Company has included an overview
of the effect on the consolidated assets, liabilities, provisions
and shareholder's equity as at April 1, 2004 of the most significant
adjustments required to present the consolidated annual accounts
in accordance with the International Financial Reporting Standards
(IFRS). We have not performed verification procedures
on this overview in the context of our limited review.
Halle, 4 January 2005
Peat Marwick Goerdeler Bedrijfsrevisoren
Jo Vanderbruggen Bedrijfsrevisor
L. Ruysen Bedrijfsrevisor
figures after the first half of financial year 2004/2005
1/4/2004 to 30/9/2004)
(in EUR million)
Turnover (ex. VAT)
Profit from ordinary operations
Above figure per share
Profit from ordinary operations
before taxes and before depreciation of goodwill
Profit before taxes
Profit before taxes (excl. gain
Profit before taxes and before
depreciation of goodwill (excl. gain on shares)
Consolidated profit (excl. gain
Consolidated profit (excl. gain
Group share (*)
Above figure per share
Consolidated profit before depreciation
of goodwill (excl. gain on shares)
Cash flow (excl. gain on shares)
Cash flow (excl. gain on shares)
The share of the companies to which the equity method is applied