Professional Documents
Culture Documents
Holding SA
PA R G E S A H O L D I N G S . A .
I would like to add a brief comment to the information included in the Management Report on
three essential chapters concerning the history of your Company : Drexel, the ties with Paribas,
the recently announced sale of major assets of the Parfinance portfoho,
Regarding Drexel, one must bear in mind that GBL's decision to invest in Drexel preceeded the
creation of Pargesa in 1981. This decision was made in 1973, nine years before GBL entered Par-
gesa's sphere of influence.
In 1982 when Pargesa first became one of GBL's main shareholders, Drexel represented only a
very weak proportion of GBL's assets and could not, in any way, be considered a strong motiva
tion in Pargesa's decision to invest in GBL.
Since then, Pargesa Group has not invested and therefore has never risked any cash in Drexel.
In fact, the restructuring negotiated in 1985 allowed us to cash a 50 miUion dollars dividend in
return of a planned 20% dilution of our stake.
Today it is amusing to recall that at the time this operation was criticized in the American press as
evidence of our incapability to fully understand Drexel's enormous potential.
Should we blame ourselves for not having sold in the following years all or part of our remaining
stake in Drexel ? I can assure you that this is a question we constantly asked ourselves along the
way if only because of the effect Drexel's growth had on its share in our total assets, which we
considered to be excessive.
If we were not able to accomplish this sale, it was simply because by the end of 1986 the pre
mises of what would later be called the Drexel affair, with all its legal consequences, became
public. Consequently, no credible buyer wanted to enter into serious talks with respect to a
company of this size as long as the legal situation had not been clarified.
The depreciation of SF 200 milhon, or SF 173 per share, expresses a decrease in value of our
own consohdated funds. This compares to our estimated value as of December 31, 1989 of
SF 2,048 per share. An important part of this decrease in value was due to the increase of our
equity recorded each year, in accordance with international accounting practices, for amounts
equal to our share in Drexel's profits. It is very important to state that since these profits were
never distributed, they were never made available to us.
PA R G E S A H O L D I N G S . A . CHAIRMAN'S ADDRESS
As I have already said, we were well aware of the excessive part of Drexel's assets in our conso
lidated results, which is why we conducted a very active stimulation policy of the other values
and other income. This policy was very successful : the consolidated result per Pargesa share
(excluding gains or losses from Drexel) increased from SF 61.3 in 1986 to SF 176.5 in 1989,
showing an average yearly growth of 42%.
As for Paribas, the sale of our remaining stake in the Swiss subsidiary will show a significant
capital gain in the 1990 accounts. This operation should be set in the historic context of our rela
tionship with this large firm.
Pargesa was established during the summer of 1981, and in October of the same year, launched
a public share exchange offer on the capital of Paribas Suisse. After all this time, we can today
recall that this operation was carried out at the time as a measure of safeguard, conceived to be
reversible if necessary and aimed to preserve a fragile business liable to disappear in the abs
ence of appropriate precautions, considering the climate of the day.
As of February 1982, a provisional agreement was signed which organised the co-existence of
both Groups in the management of the Swiss Bank ; as of June 1984, having noted that the French
situation and in particular that of Paribas had developed favourably, Pargesa accepted Paribas'
proposition to sell the majority control of Paribas Suisse at mutually favourable conditions. At the
time this operation ruffled some feelings here but it appeared to us that a profitable collabora
tion was certainly more beneficial than an insidious confronting.
However, Paribas ' return to the private sector in 1987 made us progressively aware that it would
be preferable to locate our interests in the Paribas Group at the level of the parent company
rather than in a subsidiary. Such a strategy matched Paribas' wish to reorganise its shareholder-
ship and to rank Pargesa amongst its significant shareholders. Thus our French subsidiary pro
gressively acquired 5 % of Paribas' capital at a favourable price between 1987 and 1989 which
results today in an unrealised capital gain higher than 50 %. Finally, at the beginning of this year,
the Group reached an agreement with Paribas to increase the stake to almost 9 %, thereby posi
tioning Pargesa as one of the three or four main shareholders of this very profitable and expan
ding international Group.
Besides, Cobepa and affihated companies sold us 7% of GBL's capital which increases our
stake to 38 % in this core Company of our Group.
PA R G E S A H O L D I N G S . A , CHAIRMAN'S ADDRESS
Thus ends the first phase of a relationship destined to last, I can tell you, having lived through it
as an insider for nine years that it was much less tumultuous and passionate and far more con
structive and serene than too often presented.
•k -k
I shall now come to the important sales announced by Parfinance, our French subsidiary. The
decision was made to sell CFAO and SPEP, the parent Company of the Schneider Group.
In the first case (CFAO), the alternative for Parfinance was either to continue to invest significant
amounts in order to maintain our relative position in respect of the other important shareholder,
at a price which would have been high, or to sell : we therefore acted logically in choosing the
second possibility. Management's performance is measurable by the realised capital gain
which is 52.3 % of cost, over a period of less than three years, whereas an investor who might
have put the same amount at the same date into a representative sample of French stocks would
have realised a capital gain of 35.6 °/o.
In the second case (SPEP), the Group could legitimately consider that it came to the end of a
course which corresponded ideally to its vocation such as I defined it here during our past Mee
tings: identify a company with high potential which the market perceives with difficulty,
bemused by immediate and highly visible current problems ; invest in these conditions at a rea
sonable price; lend force to an exceptional Management; create with this Management a
climate of confidence allowing us to take an important part in the definition of strategic choices ;
provide all the support to the accomphshment of these choices that a performing merchant
bank is likely to offer to its chents; finally to have the market recognize the genuine values.
The percentage of capital gain over cost for SPEP (over the period since the first acquisitions of
the Group in 1986) is 117%. This figure contrasts with a percentage of 32% for the reference
investment made at the same date and of identical amounts in a representative sample of
French stocks.
We thereby demonstrated after three years of existence our capacity to sell and not only to buy,
which was essential for the stock market credibility of a holding company. It seemed all the
more reasonable to do so at the beginning of 1990 that Parfinance had reached a point where its
funds were invested at 100 %.
Besides, it enabled us to have sufficient cash available for the possibility to regroup in Parfin
ance some or all of Paribas shares held by the important partners of Pargesa. It indeed
appeared desirable that the major part of Paribas shares be held by the Group in one single
entity.
CHAIRMAN'S ADDRESS
PARGESA HOLDING S.A,
These performances, as well as those achieved by GBL, explain the interest that both of our lar
gest shareholders, the Desmarais and Frère Groups, have expressed for your Company in
which they have increased their stake ; I beheve they have shown more clearsightedness than
the market which continues to undervalue Pargesa's worth.
I told you earlier on about the spectacular progression (+42 % per year for the last three years) of
your Group's profits generated by Companies other than Drexel. Prospects for 1990 are very
good. Indeed, taking into account the capital gains generated by Pargesa and Parfinance, it
appears already certain that our 1990 global consolidated profit, excluding a brutal economic
downturn, will be notably higher than the record level of 1988, thus wiping out completely the
accident of 1989.
This would confirm the value of the growth and diversification strategy introduced a long time
ago by your Company.
S i m p l i fi e d diagram of s i g n i fi c a n t shareiioidings 4
Board of Directors 6
International Board 7
Executive Committee 8
Senior Management 9
BUSINESS OF THE C O M PA N Y 11
HOLDINGS 21
HOLDING C O M PA N I E S 23
Pétrofina 31
C o m p a g n i e L u x e m b o u r g e o i s e d e T é l é d i f f u s i o n ( C LT ) 3 6
Tractebel 37
SUBSIDIARIES 43
C O M PA N Y ACCOUNTS 45
3
SIMPLIFIED DIAGRAM OF SIGNIFICANT SHAREHOLDINGS AS AT 31 DECEMBER 1990
1r
25,4% ■
b b
HENRY
BANQUE 13,8%
ANSBACHER HOLDINGS
BRUXELLES LAMBERT
PE
MBERT S.A.
3% ■ 6,9%
JE COMPAGNIE
ONALE FINANCIÈRE DE
iOURG PARIBAS
BOARD OF DIRECTORS
Chairman Montreal
ALBERT FRÈRE
MICHEL FRANÇOIS-PONCET
ANDRÉ de PFYFFER
Vice Chairman Geneva, Attorney at Law
SAIVIUEL TAPERNGUX
Geneva
Secretary
Directors
MICHEL ALBERT
HANS BRAUNSCHWEILER
W/interthur
Honorary Chairman, Winterthur Assurances S.A.
GILLES COLOMB
LUZIUS GLOOR
ROBERT PIAGET
PIERRE SCOHIER
Auditors
6
I N T E R N AT I O N A L BOARD
Members
JAMES BALOG
PHILIPPE LAMBERT
ANDRÉ LEYSEN
EDWARD E. MATTHEWS
FAHAD M. AL-RAJAAN
Executive Vice President, The Public Institution for Social Security Kuwait
GASTON THORN
7
EXECUTIVE COMMITTEE
Chairman
Members
ANDRÉ LÉVY-LANG
Chairman of the Management Board, Compagnie Financière de Paribas Paris
GILLES SAMYN
PIERRE SCOHIER
Brussels
Managing Director, Chairman of the Board of Directors, Cobepa S.A.
8
SENIOR MANAGEMENT
9
PARGESA HOLDING S.A.
160,0%
11
BUSINESS OF THE C O M PA N Y
argesa Group operates through three holding companies, listed on their respective stock exchanges.
Pargesa Holding S.A. in Geneva is the Group's parent company. It also manages a portfolio of holdings in
Switzerland.
Groupe Bruxelles Lambert S.A. is a Brussels company more than a hundred years old. It was taken over
in 1982 and operates mainly in Belgium, while also possessing international investments.
Parfinance was set up in Paris in 1986 and looks after the Group's investments in France.
All these companies participate in Group strategy and maintain the highest possible level of synergy
between the operations of all affiliates and subsidiaries.
The main purpose of Pargesa Group is to hold substantial and/or majority interests in a limited number of
large European companies. Pargesa's investment policy is not limited to specific industries but seeks to
identify and bring together companies possessing good appreciation potential.
Pargesa is a long-term investor with the aim of providing support and advice to the companies in which it
is a stiareholder. The Group participates actively in the administration and management of these firms
and helps work out their strategies.
At the end of 1990 the estimated value of the Group's holdings was SF 5.4 billion.
Following the transactions featuring in this report, Pargesa's investments are now located mainly in
Belgium, France, Switzerland, Luxemburg and the United Kingdom.
13
1. MAJOR EVENTS IN THE FINANCIAL YEAR
Pargesa's two main shareholders, Canada's Power Corporation group and Belgium's Frère group, both
strengthened their holdings, and in February 1990 they together crossed the threshold of 50% of the
Company's capital. Since then, they have pooled their interests in equal proportions in a joint holding
company, Parjointco N.V., which is now Pargesa's majority shareholder.
The policy pursued by Pargesa and its subsidiaries, as formulated by its major shareholders, may be
summarised under four main headings.
• Withdrawal from the banking industry: three transactions have taken place, one in 1990 and two in
1991.
In April 1990, Pargesa Group and Compagnie Financière de Paribas (Paribas) reached an agreement
under which Pargesa sold its 27.9% holding in Banque Paribas (Suisse) S.A., which resulted in a
capital gain of SF114 million in Pargesa's consolidated accounts.
In March 1991, with the agreement of the Board of Directors of Banque Internationale à Luxembourg
S.A. (BIL) the Group concluded an association agreement with Crédit Communal de Belgique S.A.,
under which Crédit Communal became a shareholder and banking partner of BIL. By the terms of the
agreement. Crédit Communal will take up half of the Group's holding in BIL's capital (which at present
is nearly 50%) immediately, with an option to purchase the remainder between now and the end of
1993. This first stage, including shares, convertible bonds and bonds with warrants, amounts to more
than SF 210 million.
In March 1991, the Group sold its majority holding in Banque de Gestion Privée-SIB (BGP) to Crédit
Agricole Mutuel de Paris et de l'Ile de France. Parfinance and Bil sold 57% and 15% of the capital
respectively, for a total of FF 525 million (SF 131.7 million). Parfinance retains 20% of BGP's capital.
• Sale of investments reaching maturity or where the Group could no longer claim to be a strategic
shareholder: three major divestments took place in 1990 and one in 1991.
GBL, Royale Belge and Parfinance sold all their holdings in Compagnie Internationale des Wagons-Lits
et du Tourisme to Société Générale de Belgique, making a substantial profit.
Parfinance sold its 20% holding in SPEP (Schneider group) and almost all its interest in CFAO for a
total of FF 2.8 billion (SF 702 million).
In March 1991, GBL and UAP agreed to change their respective interests in Royale-Vendôme (which
holds 50% of Royale Belge), while maintaining their joint control. In future UAP will hold 74.9% of
Royale-Vendôme as against GBL's share of 25.1%. This new distribution will change neither the
management structure set up in 1987 nor the present balance of the two major shareholders in
management.
15
Changes in investments.
Pargesa increased its holding In Groupe Bruxelles Lambert S.A. (GBL) from 31.1% at the end of 1989
to 38.2% at the end of 1990.
During the year, Pargesa increased its interest In Parihas and later transferred Its entire holding to
Parflnance. At the end of 1990 Parfinance held 6.9% of the capital of Parihas,
• Generation of sufficient cash to enable the Group to carry out further strategic operations as and when
desirable.
SHAREHOLDERS' EQUITY
AND MARKET CAPITALISATIDN
This goal was reached, by Pargesa and by GBL and Parfinance, through the divestments enumerated
2295,4
above.
1345,1
Also, In January 1991 Parfinance increased its capital by FF 1.6 billion (SF 401.3 million). Four big
French institutional Investors subscribed most of the new issue. These partners were UAP, AXA, Elf
Aquitaine and AGF. The Group has maintained Its voting majority in Parfinance.
The objectives laid down by Pargesa in the spring of 1990 have to a great extent been achieved in the
course of the past year. At Pargesa, GBL and Parfinance, this has had two major consequences:
1431,0 199D,9
19
• substantial capital gains which led to 1990's high level of earnings despite significant writedowns,
I Market capitalisation
• an increase in cash positions.
I Sharehod
l ers'equtiy
2. CONSOLIDATED PROFITS
The consolidated profit in 1990 amounted to SF 197.9 million, or SF 162.2 per share, including non
recurring items,
Other net income (expenses) includes SF 109.7 million in realised capital gains on sales of investments
and SF 58 million in provisions for capital losses on investments.
The capital gain comes mainly from the sale of Paribas Suisse and most of the provision for capital loss
relates to our holdings in LBA and Transcapital.
16
Development of direct and indirect contributions to income from investments
A breakdown of the contributions of our various holdings may be seen in the above table which shows
the changes which have taken place. The new contribution of SF 17.2 milion from Compagnie Financière
de Paribas will be noted, as well as the disappearance of those from Paribas Suisse and SPEP.
Other income from holdings was derived mainly from profits on sales and net cash management income.
In the absence of further large investments, the contribution of the latter should again increase
substantially in 1991.
The profit for 1990 was SF 86 million, or SF 70.5 per share, as against SF 80.1 million in 1989,
representing an increase of 7.4%.
DIVIDEND AND NET EARNINGS PER SHARE
The Board wil propose to the Annual General Meeting a dividend of SF 65 per bearer share and SF 6.5 177.6 .
per registered share. If accepted, this would bring the total dividend payout for 1990 to SF 79.3 million,
and a sum of SF 101.7 million would be carried forward.
17
4. NET ASSET VALUE AND PORTFOLIO STRUCTURE
On the basis of marl(et prices for its direct and indirect listed holdings and on the cost price of unlisted
holdings, the estimated asset value of Pargesa Holding S.A. was SF 2,223 million as of December 31,
1990.
Pargesa's long-term borrowing, denominated in Swiss francs. Ecus and Luxemburg francs, amounts to
the equivalent of SF 316 million ; this represents loans taken out between 1986 and 1988 at an average
rate of 4.6%.
Worked out on this basis, the net asset value was SF 1,907 million at the end of 1990, or SF 1,483 per
share. This includes shares issued in respect of bonds redeemable in shares. On the same basis, the net
asset value per share was estimated at SF 1,728 as of the end of March 1991.
The diagrams show the spread of Pargesa Group's long-term investments broken down by industry and
region. Percentage have been calculated without third-party minority interests and in consequence
cannot be compared directly with those published in our last report.
BREAKDOWN OF PORTFOLIO
BY GEOGRAPHICAL AREA (%)
The diagram on page 11 shows the performance of the share price compared with the SBC Composite
and Banking Indices.
The share price at the end of 1990 showed a discount of 33% relative to estimated net asset value. At
the end of March, it amounted to 27%.
Gross yield O
COC 3.6 4.0 5.0
Price/Earnings ratio 6.0 10.1 10.8 8.4
totHEàCOUWRIESj
* Swiss francs, adjusted — 1. before non-recurring item
The breakdown of the portfolio is
based on the companies' nationality
At its meeting of September 10,1990, the Board of Directors accepted the resignation of Mr. Gérard
Eskénazi from his posts of Chairman of the Board, Deputy Chairman and Chairman of the Executive
Committee. The Board once again thanks him most warmly for his years at the head of the Company. Mr.
Paul Desmarais Sr., Director and member of the Executive Committee, has been appointed to succeed
Mr. Eskénazi. Mr. Albert Frère remains Deputy Chairman of the Board, Managing Director and member
of the Executive Committee.
18
A number of other changes took place in the course of 1990.
On April 26,1990, Mr. André Lévy-Lang became a member of the Executive Committee. At its meeting on
June 1,1990, the Board of Directors appointed Mr. Michel François-Poncet as Vice Chairman, replacing
Mr. Pierre Scohier who remains a Director and member of the Executive Committee.
BREAKDOWN OF PORTFOLIO
BY SECTOR (%)
Mr. Jean Lanier resigned as member of the Executive Committee and as President as of June 1,1990. On
September 10,1990, he was replaced as President by Mr. Aimery Langlois-Meurinne, assisted by Mr.
Didier Bellens who was appointed Deputy President as from the same date.
Mr. Ulf Linden resigned from the Executive Committee, and Messrs Manuel Boullosa and Didier Pineau-
Valencienne resigned from the International Board.
The Board of Directors would once more like to express its thanks to all those who have resigned for their
contributions during the periods in which they held their posts.
Taking into account the profits of the financial year, the Board will propose to the Annual General INDUSTRY AND COMMERCE 21.3
Meeting that the net profit for the year of SF 86,009,299 together with the balance brought forward of
SF 99,327,115, making a total of SF 185,336,414, be allocated as follows:
HOLDINGS AND
DTHER RNANOAL SERVICES 7.1
dividend SF 79,296,230
legal reserve SF 4,310,000
retained earnings SF 101,730,184
Mr. Michel François-Poncet and Mr. Pierre Languetin have reached the end of the terms for which they
were elected as directors; they are eligible and will stand for re-election.
19
HOLDINGS; KEY FIGURES
1. Consolidated interest in %
21
HOLDING C O M PA N I E S
PARFINANCE
23
GROUPE BRUXELLES LAMBERT S.A. (GBL)
he important changes which tool< place in the shareholders' structure of Pargesa at the beginning of
1990 have opened the way to a new corporate strategy for Groupe Bruxelles Lambert S.A.
GBL intends to concentrate its financial and human resources on several major companies in the oil,
energy, insurance, audio-visual and property industries in which it is in a position to exercise a decisive
influence. Also, GBL is prepared to take advantage of every favourable opportunity to invest its liquid
assets. The course of 1990 and the first few months of 1991 provide clear evidence of this policy.
In June 1990, GBL negotiated the sale in two stages of its 26.7% holding in Compagnie Internationale
des Wagons-Lits et du Tourisme to Société Générale de Belgique. Royale Belge and Parfinance also took
part in this operation. The result was a substantial capital gain.
The success of Parfinance's January 1991 capital increase with institutional investors led to a slight
dilution in GBL's and Pargesa holdings, although together these two companies retain a voting majority.
In February 1991, GBL sold 52.4% of the capital of Prominvest, its subsidiary which invests in small and
medium-sized companies. In March 1991, GBL and UAP agreed to modify their respective holdings in
Royale-Vendôme — which controls 50% of Royale Belge — while keeping joint control. In future UAP
wil hold 74.9 % of Royale-Vendôme, with GBL retaining 25.1 %. The new distribution of capital wil affect
neither the management structure set up in 1987 nor the balance of these two main shareholders in the
various control and management bodies.
Consolidated profit was BF 5.7 bilion (SF 236 milion), or BF 274 (SF 11.34) per share, up by 34% as
against 1989.
25
PA R F I N A N C E
n 1990, Parfinance - the Group's investment vehicle in France — saw two major developments:
changes in its portfolio and an increase in equity.
During the year several investments were sold, while others were increased. The 20% holding in SPEP
(Schneider group's holding company) and most of that in CFAO were sold. Parfinance also disposed of
its 3.7% holding in Compagnie Internationale des Wagons-Lits et du Tourisme and its 12.8% holding in
SGTE. These transactions produced FF 1.4 billion (SF 351.1 million) in capital gains before taxes. In
addition, Parfinance sold its majority interest in Banque de Gestion Privée-SIB at the beginning of 1991.
Parfinance acquired 2.3% of Compagnie Financière de Paribas from other companies in the Group,
increasing its interest from 4.6% to 6.9% and making it one of the three largest shareholders.
Parfinance has also joined with Compagnie de Navigation Mixte and Axa to set up a holding company
with a view to jointly exerting substantial lasting influence on the management and financial policy of
Paribas. The holding in imétal rose from 42.1% to 45%.
At the end of 1990, Parfinance issued 7,842,629 common shares entitled to dividend from January 1,
1991. This led to a capital increase of FF 1.6 billion (SF 401.3 million) as of January 1991. UAP, AGF and
Elf Aquitaine took the opportunity of increasing their holdings in Parfinance and Axa became a
shareholder for the first time.
The net consolidated profit (Group share) for 1990 was FF 1,005.7 million (SF 252.2 million), with the
Paribas holding treated on an equity accounting basis, as against FF 486 million the previous year. The
company's net profit was FF 798 million (SF 200.1 million). A dividend of FF 7.50 (SF 1.9) (before tax
credit) will be proposed to the Annual General Meeting, as against FF 7 in 1989.
26
LAMBERT BRUSSELS A S S O C I AT E S
L I M I T E D PA RT N E R S H I P ( L B A )
n the spring of 1990, Lambert Brussels Associates Limited Partnership's three partners decided to cease
operations and to liquidate gradually their existing investments.
Three quarters of the portfolio were either sold or written off in 1990. Fifteen assets were either sold or
restructured. This generated US$ 90 milion (SF 116.6 milion) of cash which enabled the US$ 60 milion
(SF 77.7 million) of promissory notes held by the partners to be repaid. The sale, thanks to an initial
public offering, of most of the company's stake in Transatlantic Floldings (formerly Preinco) provided a
capital gain of US$ 13 million (SF 16.8 million).
Property investments were entirely written off ; the investment in US Shelter was sold in December 1990,
that in Tierco in January 1991.
Because of the write-offs and other non-recurring charges, the partnership's accounts show a loss of
US$ 29 million (SF 37.6 million) for 1990.
Its investment in Drexel Burnham Lambert Group (DBLG) was entirely written off in 1989. Although a
new entity may emerge from the bankruptcy proceedings, there is little hope that shareholders will
recover their investments.
The Group has been sued in connection with DBLG by various parties in its alleged capacity of controlling
shareholder. These claims are being vigorously contested as to both substance and form.
The liquidation of LBA's investments will continue in 1991 although a number of assets will remain
pending. Distribution of some liquidation proceeds will probably take place before the end of 1991.
27
INDUSTRIAL AND FINANCIAL C O M PA N I E S
PÉTROFINA
29
PÉTROFINA
étrofina is the largest Belgian industrial company in terms of sales and earnings. It is the parent
company of an international integrated group operating in 18 countries throughout Europe, the United
States, Africa, the Middle East and the Far East in the oil and petrochemical industries.
The consolidated profit of the Pétrofina group for 1990 amounted to BF 21.7 billion (SF 898.4 million).
Calculated for the first time on the basis of the closing rate method, it showed a decline of 7.8%
compared with the 1989 figure, which if calculated on the same basis, would have amounted to BF 23.5
billion (SF 972.9 million).
In 1990 production operations benefited from a rise in the average price of oil of US$ 3.5 a barrel. Net
production was 5.7 million tonnes of oil, or 2.3% less than in 1989, while natural gas sales rose to 5.9
bilion cubic metres — or 5.1 % more than in 1989. In 1990 the group's proven reserves — both developed
and under development - amounted to 120 million tonnes of crude oil equivalent, or 10% more than at
the end of 1989. This gives a replacement rate of 191%. Pétrofina's prospecting area - which now
extends over 85,000 square kilometres — has been diversified substantially over recent years.
In distribution, all the group's refineries in Europe and in the United States have been working at full
capacity - with margins which until August 2 were sustained by high demand but which in the following
months varied according to the prevailing price of crude and its derivatives. The refineries processed
27.6 milion tonnes during the year. Total sales of petroleum products fell, but network sales rose by 6 %
in Europe and by 20% in the United States. This was due to the policy of improving sales points and the
Fina brand-image.
In Europe and the United States, the petrochemical division suffered from the rise in commodity prices,
but continued strong demand nonetheless enabled the plants to operate at full capacity. It was possible
to raise selling prices in line with higher costs, albeit with a certain time-lag. Throughout the year the
group increased its investments in Belgium, and that will boost its production of ethylene and high-
density polyethylene in 1991. In the United States investments in styrene and polystyrene have resulted in
a considerable increase in production capacity. Total group investments amounted to BF 65 billion (SF
2.7 billion). Planned additional investment for 1991 is BF 57 billion (SF 2.4 billion).
31
BANQUE INTERNATIONALE À LUXEMBOURG (BIL)
anque Internationale à Luxembourg was founded in 1856 and is both the oldest and biggest of
Luxemburg's private banks. It has numerous branches throughout Europe, as well as in New York, Tokyo
and Singapore.
In view of the very difficult international economic situation 1990 produced a satisfactory result. Net
consolidated profit was Lux F 1,028 million (SF 42.6 million), while deposits received from private
clients and companies have increased by 8.1% to Lux F 405.8 billion (SF 16.8 billion). As of December
31,1990, the total consolidated balance sheet was in excess of Lux F 522 billion (SF 21.6 billion); total
consolidated capital, reserves and subordinated debt amounted to Lux F 20,413 million (SF 845.1
million).
BIL strengthened its domestic operations. For many years it has concentrated on the traditional private
banking business, where it is a leader in the Grand Duchy. Several mutual funds were launched in 1990,
including the SICAV, BIL Money Market Fund.
BIL lead-managed or co-managed 413 domestic and international bond issues in 1990. It is one of the
largest Cedel depositaries in Luxemburg.
Other key sectors of the bank are financial engineering, investment companies and other mutual funds.
In 1990, BIL managed 176 of the latter with total assets of some Lux F 347 billion (SF 14.4 billion).
During 1990, a cash management product for corporate clients was launched. After inaugurating the first
automated branch in the Grand Duchy, "BIL-Servibank", the bank intends to extend this service
throughout the country.
On March 1991, Pargesa and GBL agreed in principle to sell half their interest in BIL to Crédit Communal
de Belgique. Crédit Communal will acquire the remainder between now and the end of 1993. This will
make Crédit Communal and BIL into a strong regional banking alliance at the heart of Europe.
32
R O YA L E BELGE
oyale Belge is Belgium's leading insurance group and is involved in all types of insurance.
Consolidated premiums w/ritten rose by 31.2% to BF 60.2 billion (SF 2.5 billion).
Individual accident insurance continued at a satisfactory level. The success of new products in fire
insurance exceeded expectations. Tfie new/ generation of life insurance launched in the second half of
the year roused increasing interest and seems promising. The continued favourable economic situation
during much of the fiscal year led to a substantial growth in building site insurance.
The cooperation venture with UAP Nederland which started in the previous year expanded under the
aegis of Royale Belge International. Rationalisation in the Luxemburg operations continued through the
acquisition of a majority holding in Royale UAP Vie and Royale UAP lARD. Together with Banque
Internationale à Luxembourg, Sun Life and UAP, Royale Belge acquired a substantial holding in
Paneurolife, a company which sells new life and endowment insurance products through Europe. The
Belgian operations of the Luxemburg insurance group, Le Foyer, were also acquired. Royale Belge also
coordinated and simplified its internal structures during the year. This led to an increase in its holding in
Urbaine UAP and Foncière Liégeoise.
From now on only the parent company. Royale Belge itself, is listed on the Brussels Stock Exchange. This
rationalisation process will continue throughout 1991, mainly through common business policies for all
the companies within the Group.
The 1990 results were adversely affected by a number of outside factors. The dramatic storms at the
beginning of 1990 — most exceptional for Belgium — had a negative effect on a line which is normally
profitable. A number of other natural catastrophes affected the reinsurance division. In addition, the
deterioration in the financial markets made it impossible to maintain the usual level of investment
income.
As a result, the net profit in 1990, after the usual transfer to tax-exempt reserves, fell by more than 20 %
compared with that of the previous year. It was nevertheless possible to maintain the dividend.
33
C O M PA G N I E F I N A N C I È R E D E PA R I B A S
( PAR I BAS )
aribas was established in 1872 and is one of the leading banking and financial groups in the world.
Compagnie Financière de Paribas is the group's parent company.
Compagnie Financière de Paribas has changed its management structure by adopting a Supervisory
Board and IVlanagement Board organisation at the Annual General Meeting held in May 1990.
The takeover bid for Compagnie de Navigation Mixte, together with a share exchange offer, which was
launched at the end of 1989, was finalised in February 1990. As a result of this operation and other
purchases on the market, Paribas held about 40% of the undiluted share capital of Navigation Mixte;
this holding was then reduced to 30% as a result of an agreement between the two groups.
Net consolidated profit for the Group's share amounts to FF 2,543 million (SF 637,8 million) for 1990, as
against FF 3,449 milion for the previous year. This is made up of FF 377 milion (SF 94.6 milion) from
operating income (as against FF 2,090 in 1989) and FF 2,166 million (SF 543.2 million) from capital
transactions (as against FF 1,359 million in 1989). The drop in operating income is mainly due to a
substantial increase in loan provisions.
Net profit amounted to FF 1.626 million (SF 407.8 million), as against FF 913 million in 1989. The
company will propose a net dividend payout of FF 12 (SF 3) per share to the next Annual General
Meeting, unchanged compared with the year before.
As of December 31,1990, the estimated net asset value of Paribas amounted to about FF 686 (SF 172)
per share after distribution.
34
I M ÉTAL
uring 1990 Imétal continued the expansion started in 1989 in its tliree main fields of operation : building
materials, industrial minerals and metallurgy.
The consolidated industrial investments of Imétal's subsidiaries amount to FF 465 million (SF 116.6
million), as against FF 473 million in 1989. These were mainly devoted to complete programmes for
providing the building materials division with new highly competitive industrial tools.
Growth operations abroad have been strengthened and developed by acquisitions totalling FF 1,400
million (SF 351.1 million), as against FF 900 million during the previous year.
Imétal has strengthened its position in industrial minerals through its subsidiary, Mircal, investing in
various companies in France, Germany, Spain and Canada. An important takeover was also made in the
United States with the 100% acquisition of CE Minerals, a large North American producer of calcined
clay, highgrade silica and melted white alumina.
In metals processing, the 100% tal<eover of Copperweld Corporation in the United States was completed
at the beginning of the second half of 1990,
Consolidated net profit (Group share) in 1990 was FF 397 million (SF 99.6 million), as against FF 470
million in 1989 which included a non-recurring profit of FF 72 million. The net operating profit (Group
share) was FF 397 million in 1990 as against FF 398 million in 1989, remaining stable against an
economic background which became very unfavourable in the second half of the year. Net profit of the
parent company was FF 281 million (SF 70.5 million), as against FF 342 million in 1989. A dividend
payout of FF 9 (SF 2.3) per share will be proposed to the next Annual General Meeting, compared with
FF 8.50 in 1989.
35
C O M PA G N I E LUXEMBOURGEOISE
DE TÉLÉDIFFUSION (CLT)
The Group's audiovisual interests are concentrated in Audiofina, 58% of which is held — directly or
indirectly — by GBL. As of December 31,1990, Audiofina held 56.6% of CLT.
In 1990, CLT had good growth in terms of both operations and profits. An excellent performance featured
increased viewing figures for all the group's television programmes, including RTL Plus and Tele 5 in
Germany, RTL-TVI in Belgium, RTL 4 in the Netherlands, M6 and RTL Télévision in France and the
Luxemburg programme. The strongest growth was in RTL 4, which was launched in October 1989 and by
the end of 1990 is already the most popular programme in the Netherlands — with a market share of
about 27%.
Developments in radio were somewhat more contrasted. With a daily figure of 9 million, RTL attracted
more French listeners than any other station for the tenth year running and is the only general-purpose
station to have made progress since the beginning of the year. Although the profitability of RTL Radio in
Germany declined again, the first steps in restructuring it have now taken place. In October 1990, a new
type of programme more in tune with the interests of younger listeners was introduced. However, the
main feature of development prospects in Germany was the award in January 1991 of a major radio
frequency in Berlin. This is regarded as particularly important since it is the first time that CLT as such
has had direct access to an FM frequency in Germany. The award was given to RTL in spite of strong
competition from the largest German news groups.
At Lux F 1,055 million (SF 43.7 million) as against Lux F196 million in 1989, profits for the year ending
December 31,1990, advanced strongly and returned to the level of CLT's best years. This recovery was
due mainly to the profitability of RTL Radio in France and the spectacular growth in the profits of
RTL Plus in Germany.
36
T R A C T E B E L
ractebel is an international Belgian industrial group which operates public utilities, as well as performing
the research and development work which these require.
In order to cover these areas, Tractebel has set up six separate operating units.
Electrabel — where Tractebel is the main shareholder and the industrial operator — is the Belgian leader
in electricity production, transport and distribution. In 1990, electricity sales increased by about 3.3 % or
1% more than forecast. Electrabel is also responsible for 75% of the public natural gas distribution
network in Belgium. Total sales increased by about 2.8% in 1990. Tractebel, S.P.E. (Belgique) and a
number of other European electricity companies have signed a cooperation agreement with Electricité
de France laying down guidelines for their participation in the company soon to be set up for producing
and distributing electricity in the former German Democratic Republic.
Fabricom is at the centre of a group of companies operating in a number of industrial areas: heating,
ventilation and air-conditioning systems; management of technical installations; waste disposal and
environmental protection ; water services ; the building operations required for these services. Fabricom
has continued to expand both in Belgium and abroad, in particular through the acquisition of Servotomic
Holding PLC and the Environmental Division of Sutcliffe Speakman PLC in the United Kingdom.
Through its Coditel subsidiary, Tractebel is the leading private European operator of cable television and
is amongst the ten largest companies in the industry worldwide.
Through Tractebel Ingénierie, a division of Tractebel S.A., an organisation has been set up to coordinate
the group's industrial engineering operations which will also provide services to all relevant public and
private enterprises, both in Belgium and abroad. These will cover energy, manufacturing, dams and
hydro-electric installations, property development, regional and urban planning, information technology
systems.
Tractebel has more than 29,000 employees. The net consolidated profit (Group share) in 1990 amounted
to BF 7,804 million (SF 323,1 million).
37
HENRY ANSBACHER HOLDINGS PLC (HAH)
enry Ansbacher Holdings pic (HAH), a banking group based in London, specialises in merchant banl<ing
and the management of trusts and offshore companies.
After pre-tax profits of £ 5.02 million (SF 12.3 million) for the first half of 1990, results in the second half
of the year were adversely affected by the creation of loan loss reserves by the London bank. In the
present climate of recession HAH has been reducing overheads, and its London staff was cut from a high
of 165 in the course of 1990 to 109 at the end of the year.
Ansbacher Investment Trust Group Ltd., which specialises in managing and administering offshore trusts
in Europe and the Caribbean, made a substantial contribution to group profits.
Henry Ansbacher Asset Trading Ltd. saw substantial growth in business volume and reports record
profits. This subsidiary carried out 283 transactions for a total of US$ 1.7 bilion (SF 2.2 bilion) on behalf
of banks and other companies wishing to reduce their risk exposure from loans granted to developing
countries.
Although company investment in the United Kingdom was reduced, the corporate finance division of
Henry Ansbacher & Co. Ltd. has been operating at capacity with record commissions. The banking and
cash management divisions were subjected to difficult market conditions.
In spite of an unfavourable environment, the mergers and acquisitions division in New York completed
34 operations and ended the year with small losses.
As of December 31,1990, HAH's net tangible assets were at £ 92.4 million (SF 227.1 million) compared
with £ 90.4 million the year before. The group had a tax-free non-recurring profit of £ 6.7 million (SF 16.5
million) stemming from the early redemption of its subordinated unsecured 9% convertible debenture of
£ 35,267,165 at £ 80.50 per £ 100 face value. HAH is declaring a dividend of 1.5 pence per share, as
against 2.5 pence in the previous year.
38
BANQUE DE GESTION PRIVÉE-SIB (BGP)
anque de Gestion Privée-SIB, based in Paris, operates in four fields: financial and banking engineering,
asset management, trading and real estate.
Parfinance increased its interest in BGP from 61,8% to 77% mainly by purchasing 10% held by the
Schneider group. Then, following talks held with the bank's Executive Committee in the summer of 1990,
Parfinance sold its majority holding to Crédit Agricole. This transaction was agreed in principle on
January 28,1991; Parfinance sold 57% and BIL15% of the bank's capital with effect from the end of
March 1991.
The financial and banking engineering division showed good growth in 1990. Disappointing
developments in the capital markets had an unfavourable effect on earnings in 1990 in the asset
management division, which has always contributed substantially to the bank's profits. The real estate
division, which operates both as lender and investor alongside professional developers, continued to
perform well. The trading division's contribution to net banking income in 1990 was substantial.
After two years of strong growth, BGP's profit for 1990 amounted to FF 34.7 million (SF 8.7 million), as
against FF 80.8 million in 1989. This drop in earnings was mainly due to the general stock market
downturn which particularly affected banking and asset management operations through a drop in
commission income.
39
BANQUE BRUXELLES LAMBERT (BBL)
anque Bruxelles Lambert, with almost 1,000 branches, is a major factor in Belgium. It also has
operations in some 30 countries throughout the world.
The banking industry as a whole has suffered from higher interest rates and the downturn in the financial
marl<ets starting in the summer of 1990. Results were also adversely affected by the substantial fall of
several non-ERM currencies, particularly the US dollar (down 18.2%) and the UK pound (down 5.7%). In
spite of these factors, however, total unconsolidated earnings rose by 5.2 % in the year to September 30,
1990, to BF 1,843 billion (SF 76.3 billion).
The volume of client deposits experienced sustained growth (up 12.8 % for the year). Bank deposits were
comparable to the previous year's level. BBL substantially increased its public-sector loans. Private
sector loans increased by 10%.
In spite of reduced interest rate spreads, interest income rose by 4.9 %. Other profits fell by 5.8 % due to
weaker financial markets. BBL was thus able to continue its prudent depreciation policy, with provisions
rising 6.4%.
During the year, capital and reserves rose by 24.5%. This was partly due to a revaluation of part of the
bank's real estate assets. Including BF 21.5 billion (SF 890.1 million) worth of subordinated debentures,
the equity at the end of the fiscal year was in excess of that required by the legal solvency regulations.
Total consolidated assets rose from BF 1,997 billion to BF 2,119 billion (SF 87.7 billion). However, the
consolidated profit stands at BF 3,356 million (SF 138.9 million), as against BF 4,899 million the year
before. The drop was mainly due to Banque Bruxelles Lambert-France, which had undertaken a thorough
revision of its strategy involving the sale of almost all its branches, substantial staff reductions and
concentration on a few strong points. BBL recently injected FF 210 million (SF 52.7 million) into the
subsidiary in order to ensure that it will have sufficient equity.
40
RINSOZ & ORMOND HOLDING S.A.
his group was originally part of the Swiss tobacco industry and has since diversified into food production
and distribution. The group is listed on the main Swiss stock exchanges.
The initial effects of Rinsoz & Ormond's new operational strategies were seen in the course of 1990.
The group has been restructured and transformed into a holding company. All its industrial operations
are now grouped in subsidiaries which are independent profit centres.
This new structure has facilitated the inclusion of Reemtsma as a new partner in the tobacco division.
This German company has taken up a holding of 30% in Rinsoz & Ormond Tabac S.A., a financial
arrangement which was accompanied with the granting to Rinsoz & Ormond Tabac of a manufacturing
and distribution licence for Reemtsma brands in Switzerland. This should result in an increase in the
group's earning power in 1991. Also in tobacco, Rinsoz & Ormond has sold its cigar brands (Meccarilos,
Ormond, Fivaz) to its long-time partner, Seita, while continuing to manufacture cigars for the Swiss
market.
During 1990 some company property was sold. During the first half of the year, Regina Culinaire AG, a
Swiss company specialising in terrines and pâtés, was acquired. This line of development was
strengthened at the end of the year by the acquisition of a holding in Fredag AG, a company which
prepares frozen and refrigerated dishes based on poultry. These new operations should lead to sales of
about SF 20 million in the short term.
Rinsoz & Ormond's cash position was increased in May 1990 through a SF 50 milion issue of bonds with
warrants on good financial terms.
These operations, combined with the rationalisation which started in 1989, resulted in an increase
in consolidated profits from SF 6.2 million to SF 12.5 million, including a net non-recurring profit of
SF 2.3 million. The consolidated net recurring profit was SF 10.2 million, an advance of 50% over1989.
This result enables the dividend to be increased to SF 25 per share.
S
S W I PA R H O L D I N G A G ( S W I PA R )
wipar Holding AG was set up in 1987 with a view to taking up medium-term minority holdings in
companies with good growth prospects.
In the course of 1990, Swipar took up new holdings in two Swiss companies : Recymet SA, Aclens, in
Canton Vaud, and Roadstar Holding S.A., Balerna, in Canton Ticino.
Recymet S.A. has developed a recycling process for dry-cell batteries and fluorescent tubes which is
unique in the world. The first factory for recycling this type of waste is due to start operating at the
beginning of 1991. In view of present problems in disposing of spent batteries, this type of operation
appears to have a promising future.
Roadstar Holding S.A. is a company specialising in design development for automobile hi-fi products,
together with other audio-visual and communications products. It also markets these through Europe
under its own brand-name. The marketing operation is already very well organised, and the company is
preparing to enter a number of new markets, particularly in northern Europe. Roadstar's consolidated
sales amounted to SF 122 million in 1989 and are close to SF 150 million in 1990. The company plans to
go public eventually.
Existing Swipar holdings (Rinsoz & Ormond Holding S.A., Model Holding, Aeroleasing Holding) have
been doing fairly well despite a generally deteriorating economic and financial environment. Plans for
taking a number of these holdings public over the medium term are likely to provide attractive
capital gains.
A number of new projects are being studied and may well be completed in the course of 1991.
42
SUBSIDIARIES
Pargesa Bank Corp, established in the Cayman Islands, is wholly owned by Pargesa Holding S.A. This
bank functions mainly as a financial intermediary for investments in the Euromarket and for occasional
transactions in the international capital markets.
Several Group equity interests are held by this wholly owned subsidiary of Pargesa Holding S.A. These
include Groupe Bruxelles Lambert S.A., Banque Internationale à Luxembourg, Henry Ansbacher Holding
pic.
The purpose of this company, which is 99.9% owned by Pargesa Holding S.A., is to carry out direct
investments in Belgium.
43
C O M PA N Y ACCOUNTS
SUMMARY
45
C O N S O L I D AT E D BALANCE SHEET AS AT DECEMBER 31
ASSETS SF SF
1990 1989
CURRENT ASSETS:
FIXED ASSETS:
To t a l fi x e d assets 2 , 1 0 5 , 0 1 3 , 8 11 2,163,673,307
INTANGIBLE ASSETS:
46
LIABILITIES AND SHAREHOLDERS' EQUITY SF SF
1990 1989
CONSOLIDATED
LIABILITIES:
SHAREHOLDERS' EQUITY:
47
C O N S O L I D AT E D PROFIT AND LOSS ACCOUNT
AS AT DECEMBER 31
SF SF
1990 1989
OPERATING INCOME:
OPERATING EXPENSES:
48
SF SF
1990 1989
CONSOLIDATED
NON-RECURRING EXPENSES:
Write-off of investment in
T O TA L N O N - R E C U R R I N G E X P E N S E S ( 4 , 6 4 5 , 0 1 5 ) ( 2 0 2 , 9 0 2 , 6 1 3 )
49
SF SF
1990 1989
ALLOCATIONS MADE
ALLOCATION PROPOSED
411,259,863
50
C O N S O L I D AT E D CASH FLOW S TAT E M E N T
SF : SF
1990 ^ 1989
CONSOLIDATED
OPERATING ACTIVITIES:
INVESTMENT ACTIVITIES:
FINANCING ACTIVITIES:
(INCLUDING SECURITIES)
NET OF BANK AND SIMILAR LIABILITIES 55,698,598 59,453,732
Cash and equivalent
(including securities) net of bank
and similar liabilities at beginning of year 188,350,840 128,897,108
Cash and equivalent
(including securities) net of bank
and similar liabilities at end of year 244,049,438 188,350,840
NET INCREASE 55,698,598 59,453,732
51
NOTES TO THE C O N S O L I D AT E D ACCOUNTS
1. BUSINESS
Pargesa Holding S.A. is incorporated at tlie Register of Commerce of Canton Geneva (Switzerland). Its
principal object is to buy, sell, direct and manage investments in the financial, commercial, industrial
and banking sectors, both in Switzerland and in other countries.
The consolidated financial statements have been prepared according to the following principles:
Full consolidation is applied to subsidiaries in which more than 50% of the share capital is held.
Investments in affiliates, which are 20 % to 50 % directly or indirectly owned, are accounted for by using
the equity method.
The consolidation goodwill represents the excess of the book value (at purchase price) of investments
subject to equity accounting over the value of their net underlying assets at the date of the first use of the
method.
F U L LY C O N S O L I D AT E D C O M PA N I E S : Percentage
52
2d) Modification of consolidation basis CONSOLIDATED
As it is now dormant, Lambert Brussels Associates Limited Partnership, Bermuda, was removed from the
consolidated accounts.
3, ACCOUNTING PRINCIPLES
The accounting principles followed by the Company are in accordance with international standards.
Income and expenses are accounted for as and when they are acquired or incurred (and not at time of
receipt), and are included in the accounts in the period to which they relate.
Assets and liabilities in foreign currencies are converted into Swiss francs at the exchange rates
applicable on the balance sheet date, with the exception of unconsolidated investments which are
carried at cost and converted at historical rates.
Foreign exchange gains or losses resulting from the use of equity accounting of the Company's
attributable share of equity translated at the exchange rate prevailing at the balance sheet date,
compared with the historical date, are recorded in the "Currency conversion adjustment" account.
Income and expenses are converted at the exchange rates prevailing at the date of each transaction.
Foreign exchange gains or losses are credited or charged to the profit and loss account in the period in
which they arise, except adjustments made in respect of the debentures redeemable in shares, which
are bool<ed to "Currency conversion adjustment".
The following exchange rates were applied for the preparation of these accounts:
3c) Securities
Securities are carried in the balance sheet at cost or market value, whichever is lower.
53
3d) Unconsolidated investments
Unconsolidated investments are carried in tiie balance sheet at cost or estimated value, whichever
is lower.
Notes and bonds are carried at cost or market value, whichever is lower.
Expenses of share capital increase are fully depreciated. Expenses of incorporation are written off in
the period in which they are incurred.
Expenses of debenture issues are fully depreciated in the financial year in which they are incurred.
3g) Taxes
The Company provides for taxes when profits are earned irrespective of due dates.
This item includes the Company's share in the consolidated or unconsolidated net income of companies
subject to equity accounting.
Parfinance, Paris
• Bonds redeemable in shares 7,5%, maturing on January 1,1997 —
54
Lambert Brussels Associates Limited Partnersliip, Bermuda 25.4 CONSOLIOATED
This amount is a frozen deposit with the Banque Internationale à Luxembourg, guaranteeing the par
value of the reserve shares created to cover:
• SF 70,000,000 for the exercise of options held by beneficiaries of the " Incentive Plan " introduced by
the Company to replace the previous plan based on participation certificates;
• SF 66,000,000 committed for redemption at maturity of debentures issued in June 1989.
6. GOODWILL - SF 119,562,407
The residual amount of goodwill derives essentially from the difference between the purchase price of
investments and the share of their equity attributable to the Compagny in proportion to its investment.
The residual goodwil is justified by the marl(et price of listed companies as well as the hidden reserves
of the subsidiaries in which the Company has an equity investment. It is depreciated on a straight-line
basis over ten years.
SF
Goodwill as at Dec. 31,1989 95,468,199
Net increase of goodwill 46,443,751
Net depreciation for the year (22,349,543)
Net goodwill as at Dec. 31,1990 1 19,562,407
Net amortisation for the year includes a non-recurring depreciation of goodwill of SF 6.4 million for
Henry Ansbacher Holdings pic.
55
7. DEBENTURE ISSUE WITH WARRANTS - SF 175,000,000
The 4% debentures with warrants - ECU 100 million - were issued by Pargesa Bank Corp. in July 1986,
for a period of ten years to July 30,1996. Each warrant entitles its holder to buy one bearer share of
Pargesa Holding S.A. at SF 2,224 until July 30,1991.
SF 100 million worth of 4y4% non-callable debentures were issued by the Company in July 1987, for a
fixed term of 8 years to July 6,1995.
7% non-callable debentures —for Lux F 1,000,000,000 (SF 41,400,000) were issued by Pargesa Bank
Corp. in May 1988 for a fixed term of 8 years to May 26,1996.
The 7V2% debentures redeemable in shares - Lux F 3,300,000,000, were issued by Pargesa Bank
Corp. in June 1989 for a fixed 5-year term, maturing on June 29,1994. Each debenture of Lux F 50,000
and Lux F 5,000 respectively will be converted into one Pargesa Holding S.A. share with a par value of
SF 1,000 (bearer share) and SF 100 (registered share) respectively. The total conversion value amounts
to SF 132,837,244 (historic conversion rate).
4,774,000 participation certificates, each with SF 100 par value, are authorised but unissued. The
bearer shares are listed on the Geneva, Zurich and Basle Stock Exchanges.
56
Reconciliation of sliareholders' equity SF consolidated
This item represents the share of reserves of companies consolidated or subject to equity accounting
w/hich is attributable to the Company in proportion to its investment.
136,816,213
57
13. RELATED PARTY TRANSACTIONS
Assets: SF
Liabilities:
14. MAJOR TRANSACTIONS CARRIED OUT WITH AFFILIATES OR IN WHICH AFFILIATES WERE INVOLVED
• Sale of 785,412 shares in Compagnie Financière de Paribas to Parfinance S.A. in July 1990.
58
AUDITORS' REPORT
CONSOLIDATED We have audited the consolidated financial statements of Pargesa Holding S.A. and its subsidiaries, as
at December 31,1990 and 1989. These financial statements are the responsibility of the Company's
Management. Our responsibility is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards. These standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from significant errors.
An audit includes the examining, on a spot-check basis, of the evidence supporting the figures and other
information in the financial statements. An audit also includes assessing the accounting principles used,
significant estimates made by Management and the financial statements' overall presentation.
We believe that our audit provides a reasonable basis for our opinion.
The financial statements of companies subject to equity accounting, representing 67% (1989:58%) of
consolidated assets and 85% (1989:69%) of total operating income, have been examined by other
auditors. Our opinion expressed hereafter, to the extent to which it relates to the integration of the
accounts of these companies, is based on the conclusions of the said auditors.
In our opinion, on the basis of our own examination and the reports of other auditors, these consolidated
financial statements present in all material respects the financial position of Pargesa Holding S.A. and
its subsidiaries as at December 31,1990 and 1989 and the results of their operations and cash flow for
the years ending on those dates, in accordance with international accounting principles applied on a
consistent basis.
59
PA R E N T C O M PA N Y BALANCE SHEET
AS AT DECEMBER 31
ASSETS SF SF
1990 1989
CURRENT ASSETS;
FIXED ASSETS:
60
LIABILITIES SF SF
1990 1989
PARENT COMPANY
CURRENT LIABILITIES:
LONG-TERM LIABILITIES:
SHAREHOLDERS' EQUITY:
61
PA R E N T C O M PA N Y PROFIT AND LOSS ACCOUNT
AS AT DECEMBER 31
INCOME SF SF
1990 1989
OPERATING INCOME:
62
EXPENSES SF SF
1990 1989
PARENT COMPANY
OPERATING EXPENSES:
NON-RECURRING EXPENSES:
63
PROPOSAL OF THE BOARD OF DIRECTORS
A S AT DECEMBER 3 1, 1990
SF SF
990 1989
AVAILABLE PROFIT:
ALLOCATION:
If the proposal is approved, the dividend for the financial year to December 31,1990 wil be payable as
follows:
1. For each bearer share of SF 1,000 par value, against remittance of coupon No 14:
This coupon will be payable from June 3,1991 at Banque Paribas (Suisse) S.A,
Union Bank of Switzerland and Credit Suisse,
2. For each registered share of SF 100 par value, paid directly by Pargesa flolding S.A.:
64
PA R E N T C O M PA N Y AUDITORS' REPORT
PARENT COMPANY As Auditofs of youf Company, we have examined the accounts as at December 31,1990, as required by
the lav»/.
• the balance sheet and the statement of profit and loss are in agreement with the books;
• the books have been properly kept;
• the information as to the financial position and the results of operations are presented in accordance
with the principles of valuation prescribed by law and the Company's Articles.
On the basis of our examination, we recommend that you approve the accounts submitted to you. We
also confirm that the Directors' proposal as to the allocation of the retained earnings is in compliance
with legal requirements and the Company's Articles.
65
PARGESA HOLDING S.A.
Chrysler Building (42nd Floor) • 405, Lexington Avenue • New York, N.Y. 10174 • U.S.A.
Tel.: (212) 687 83 00 • Telex: 426 287 ■ Fax: (212) 286 09 21
PARFINANCE
The original Annual Report in French, and a German translation are available upon request from the
Company's headquarters.
The Annual Reports of the companies covered in the "Holdings" section are available from the
Company's headquarters upon request.
66
I^igesa Holding SA