Presentation of the group

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Graham Greene
Contents
All words marked with an asterisk can be found in the glossary of business terms for RUBIS TERMINAL on page 32 and RUBIS
ÉNERGIE on page 48
Presentation of the Group
Pages
Organisation Chart of Operations at 31 December 2005
4
Group Executive Management
6
Group’s history
8
Message from the Management Board,
Strategy and Outlook
Information Policy
10
13
Selected Financial Information
Consolidated Key Figures for the Group
14
Overview of the Group’s Activities
15
Stock Market Information
24
Group activities
00
BULK INDUSTRIAL LIQUID STORAGE
26
Glossary of Business Terms
32
Key Figures
33
Development Projects
34
Stored Products
35
Trade
37
Increase in the storage capacity of motor fuels, diesel and heating-oil
38
RUBIS TERMINAL’s position in motor fuel and fuel logistics
38
Change in RUBIS TERMINAL’s motor fuel and fuel oil traffic
40
RUBIS TERMINAL: port operator
41
2
ANNUAL REVIEW 2005
DISTRIBUTION of LPG and PETROLEUM PRODUCTS
(Previously called RUBIS GAZ)
42
Glossary of Business Terms
48
Consolidated Key Figures
49
RUBIS ÉNERGIE France
51
- Metropolitan France
51
- Antilles - Guyana
53
RUBIS ÉNERGIE Africa
54
- Morocco
55
- Madagascar - Comoros Islands
58
- Senegal
61
General information
64
Risk Factors, Policy of Prevention and Cover
Risks related to the Environment
66
Trading Risks
66
Market Risks
70
Legal Risks
73
Business Assets, Financial Situation, Results
Consolidated Financial Statements
2005 and 2004 (IFRS) and 2004 and 2003 (French standards)
74
Consolidated Statement of Cash Flow
80
Notes to the Consolidated Financial Statements 2005
82
Auditors’ Fees
127
Commitments, Pledges
128
A Société en Commandite par Actions with capital of 42 271 635 euros
Head office: 105, avenue Raymond-Poincaré - 75116 Paris
Paris Trade Registry 784 393 530
Tel.: 33 (01) 44 17 95 95 - Fax: 33 (01) 45 01 72 49
Investors Relations: Tel.: 33 (01) 45 01 99 51
E-mail: [email protected]
Websites: www.rubis.fr - www.rubis-terminal.com - www.vitogaz.com
Design and production: G. de Pinel Communication - Tél.: 33 (01) 47 45 64 76 - E-mail: [email protected]
Photos credits: RUBIS group photo library- Aeroview (Autorité du Port de Rotterdam) - Port d’Anvers - Ph. Bastin - T. Beyne G. Dacquin
S. Querbes - J. N. de Soye - S. Tourné - Illustration : T. Haessig - D. Bailly and Jean-Eudes
and with the agreement of the spouse, mother and/or father of the directors
ANNUAL REVIEW 2005
3
Bulk industrial liquid storage
RUBIS TERMINAL is 99.03% owned by RUBIS
ROUEN
TERMINAL
ROUEN
DUNKIRK
TERMINAL
DUNKIRK
RUBIS STOCKAGE
STRASBURG
DS 1
PARIS
VILLENEUVE
LA GARENNE
MULHOUSE
VILLAGE
NEUF
LYON
RUBIS
STOCKAGE
99.03%
SALAISE
SOCIÉTÉ du DÉPÔT de SAINT-PRIEST
LYON
99.03%
STOCKBREST
BREST
SOCIÉTÉ EUROPÉENNE de STOCKAGE
STRASBURG
4
64.37%
63.54%
ORGANISATION CHART 2005
Distribution of lpg and petroleum
products
VITOGAZ is 100% owned by RUBIS
100%
HP
TRADING
FRANCE
100%
35%
100%
20.94%
SICOGAZ
SIGALNOR
NORGAL
100%
50%
100%
24%
100%
100%
100%
70%
99.97%
SIGL
Antilles
STOCABU
Antilles
SARA
Antilles
LASFARGAZ
MOROCCO
INDIAN OCEAN
SENEGAL
The figures on this organisation chart represent Rubis’ equity interest percentages at 31 December 2005, apart from the Italian division
which was sold on 2 February 2006.
ORGANISATION CHART 2005
5
Supervisory
Board
Group
Management
Frank S. LAW*
Gilles GOBIN
Commander of the British Empire
General and Managing Partner
Honorary Chairman
Olivier HECKENROTH *
Jacques RIOU
General and Managing Partner
Chairman
Nils Christian BERGENE
Olivier DASSAULT
Bruno KRIEF
Chief Financial Officer
Françoise DECKER
Legal Director and Secretary
Jean-Claude DEJOUHANET
Jean-Pierre FOLIGUET
Hervé JOUBEAUD *
Arielle CARRICART
Accounting Director
Evelyne PELOYE
Executive Vice - President for
Communications
Christian MORETTI
Erik POINTILLART *
Gilles de SUYROT
Philip J. VAN GESTEL
* Member of the Accounting Committee
6
GROUP EXECUTIVE MANAGEMENT
ROUEN
ROUEN
Jean-Philippe LAILLÉ
Manager
DUNKIRK
DUNKIRK
Gérard HAUDUC
Manager
STRASBURG - MULHOUSE
DS 1
Régine ALOIRD
Olivier MISTRAL
Chief Executive Officer
François TERRASSIN
Executive Vice-President for Sales
Manager
BREST
Joël VALLIN
Manager
Frédéric VELTER
SAINT-PRIEST
Executive Vice-President for
Operations
Manager
Bruno HAYEM
Executive Vice-President for Finance
VILLAGE
NEUF
Isabelle CORDIER
LYON
SALAISE
Robert MARIN
Manager
PARIS
VILLENEUVE
LA GARENNE
Jean-Marc LÉGLISE
Manager
FRANCE
AFRICA
Christian COCHET
Olivier CHAPERON
MOROCCO
Chief Executive Officer
Marketing Manager
Olivier NECHAD
Jean-Pierre HARDY
Frédéric DUBOST
Chief Operating Officer
Operations Manager
Gilles KAUFFEISEN
Gérard PAOLI
Chief Finance Officer
Customer Service manager
Gérard LAFITE
Daniel MOREAU
Technical Managing Director
Health Safety and Environment Manager
Bruno GIRARD
Bernard d’ AUBIGNY
Rémy GRONDIN
Supply Managing Director
Accounting Director and Secretary
General Manager
GROUP EXECUTIVE MANAGEMENT
General Manager
MADAGASCAR
Arnaud HAVARD
General Manager
COMOROS
ANTILLES GUYANA
SENEGAL
Philippe SULTAN
Didier CLOT
General Manager
General Manager
7
1990
1991
Creation of RUBIS Investment
& Cie.
RUBIS Investment & Cie takes
a 96.87% equity interest in Cie
de Penhoët.
Available from the head office on request
Available from the head office on request
1992
1993
Merger of RUBIS Investment &
Cie with Cie de Penhoët to
become RUBIS & Cie.
Acquisition of CPA’s bulk liquid
storage division, which will
become RUBIS TERMINAL.
Available from the head office on request
Available from the head office on request
1994
1995
Acquisition of the VITOGAZ
butane and propane gas
distribution division (RUBIS
GAZ).
Acquisition of the petroleum
depot at Brest.
.
Available from the head office on request
Flotation on the Second
Marché of the Paris stock
market.
Available from the head office on request
1996
1997
Acquisition of the petroleum
depot at Saint-Priest.
RUBIS GAZ commences
operations in Morocco.
Launch of the LPG motor fuel
distribution brand GAZ’L at
hypermarkets.
Available from the head office on request
8
Available from the head office on request
GROUP’S HISTORY
1998
1999
RUBIS GAZ commences
operations in Italy
The gas distribution division
buys L’AUTOGAS
MERIDIONALE Italy and
commences operations in
Madagascar.
Extension of Brest and SaintPriest oil depots.
Available from the head office on request
Available from the head office on request
and can be viewed on the Rubis website: www.rubis.fr
2000
2001
Completion and start-up of the
Moroccan LPG terminal*.
Launch of VITOGAZ activities in
Madagascar, the Comoros
Islands and Morocco.
Acquisition of PROPÉTROL
(storage of petroleum products
in France).
.
Available from the head office on request
and can be viewed on the Rubis website: www.rubis.fr
Available from the head office on request
and can be viewed on the Rubis website: www.rubis.fr
2002
2003
Consolidation of RUBIS
TERMINAL’s local positions in
Brest, Strasburg and Rouen.
RUBIS GAZ commences
operations in Senegal.
RAPPORT
ANNUEL
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Available from the head office on request
and can be viewed on the Rubis website: www.rubis.fr
2004
2005
RUBIS included in the new
benchmark indices CAC Mid
100, CAC Mid and Small 190,
and SBF 250.
Decision to dispose of the
business in Italy.
Available from the head office on request
and can be viewed on the Rubis website: www.rubis.fr
GROUP’S HISTORY
Available from the head office on request
and can be viewed on the Rubis website: www.rubis.fr
Operations commence in the
Antilles French Guyana.
Partnership with BP for the
distribution of LPG motor fuel.
Available from the head office on request
and can be viewed on the Rubis website: www.rubis.fr
9
1 - Can you remind us about the business that Rubis operates?
RUBIS is active in two downstream petroleum businesses: storage of petroleum products and chemicals through
RUBIS TERMINAL and the distribution of petroleum products, particularly liquefied petroleum gas (LPG), through
RUBIS ÉNERGIE and its commercial brands of VITOGAZ and GAZ’L.
2 - What are your strong points?
We are active in highly strategic markets: logistics and the supply of energy. Our businesses are resistant to
fluctuations in the economy and our results vary little on changes in the price of commodities. We receive rent for
storage, and in distribution, changes in international prices are passed on to end customers.
Also, the activities of RUBIS give us a strong position in the business of clean energies (storage of biofuels,
distribution of LPG, and less polluting motor fuels and heating fuels, etc.).
In general, we position ourselves in clearly-defined geographic markets, where logistics bottlenecks occur. This is
our speciality and we possess a real competitive advantage in this business.
3 - What progress did the Group make in 2005?
Five major events made a structural impact on the RUBIS Group both in terms of expansion and strengthening its
financial structure.
Firstly, we acquired the remaining 34% of the equity of our subsidiary VITOGAZ.
This involved a significant investment in our businesses (26.5 million euros), and will give the Group full freedom to
allocate its resources and should increase net profit by around 2 million euros per full year.
The second event was the signing of an agreement with the port of Rotterdam, granting us a concession of 7
hectares, in a particularly well-positioned site at the chemicals port. Following the acquisition of a concession at the
port of Antwerp in 2004, this transaction marks a decisive step in our determination to project our storage business
10
MESSAGE from the MANAGEMENT BOARD
beyond mainland France. Once these projects have been developed, RUBIS TERMINAL will be one of the few
operators to be present at both Rotterdam and Antwerp, two of the busiest petrochemicals ports in the world. In
addition to chemicals storage, transhipment activities will also be possible.
The third event was the agreement with the Shell Group to buy out its activities in the French Antilles, which took
effect on 1 December 2005 with the creation of RUBIS ANTILLES GUYANE, a substantial business with annual
turnover of 370 million euros. This transaction enabled us to acquire a complementary new dimension, thanks to
the takeover of a network of 54 service stations, but also thanks to our 24% interest in the Antilles (Martinique)
refinery, which makes us the second largest shareholder. This new business gives us the right with the associated
responsibility of participating in supplying this refinery with crude and providing the region with finished products. An
operation in this region of the world establishes us in a new economic structure which is bound to open up further
opportunities for us.
The fourth event concerns our withdrawal from Italy. As Italy is the leading LPG market in Europe by size, we wanted
to invest there in anticipation of a movement towards consolidation in a country where several hundred companies
of all sizes co-exist. But the fact is that this consolidation is slow to materialise. So we have decided to disinvest,
choosing from among the offers presented to us in 2005, the one based on a solid industrial project.
The disposal of these activities enabled us to post a consolidated capital gain of 10.3 million euros which will be
recorded in the 2006 accounts, and the proceeds will enable us to finance more promising projects for the Group.
The final event of 2005 concerns raising capital on the financial markets, by granting equity warrants reserved for
our shareholders. They have responded in force and we are delighted that they have subscribed to shares on
particularly advantageous terms. This operation enabled us to raise 56 million euros.
4 - On this subject, can you remind us of your shareholders?
Half the equity of RUBIS is held by individual shareholders and 25% by family groups, in other words three-quarters
of our shares are held by shareholders who have directly or indirectly invested their personal assets in RUBIS. Also,
it should be remembered that 80% of the capital is publicly available, so the liquidity of RUBIS shares is similar to
that of groups two or three times the size of ours.
5 - Can you describe to us the acquisition opportunities that are currently
in the offing?
We want to invest in the two business lines around which RUBIS is structured. These are different businesses but
they operate in the same environment, that of downstream petroleum and chemicals. In both, the largest operators
are considerably bigger than us so there is room for substantial growth.
Remember too that these are traditional businesses whose operating environments have been changing rapidly in
recent years, against a backdrop of mature regions such as Europe, and others developing rapidly such as Asia and
the Middle East, reflecting an economic boom internationally. The other feature of this development lies in the
products themselves, which are required to be increasingly “clean”. This opens up opportunities for new services.
In this respect, clearly the development of biofuels is a growth vector for the storage activity. We are therefore
anchored by two businesses that have a real future and are thus inevitably faced with some fine opportunities.
Lastly, let’s not forget that some major petroleum groups are increasingly keen to divest themselves of certain assets
that have become marginal for them. In a way, history is gathering pace and RUBIS is well positioned in this trend.
GROUP’S HISTORY
11
6 - What are your priorities for 2006?
We are, of course, going to continue to develop our two businesses. In storage, we are going to pursue work on the
Antwerp and Rotterdam projects. In energy distribution, we will focus on growth in the Caribbean and in both cases
we are going to continue to detect new opportunities and if possible develop trade in them. In 2005, we achieved
very good organic growth while actively developing through acquisitions. With the support of extremely high
performing staff and the backing of our shareholders, we are confident that we can pursue our strictly controlled
growth.
At the end of April 2006, the market capitalisation of RUBIS was 520 million euros. A year ago, it was less than half
that amount. It is important to note that this doubling of size gives us access to investments of an altogether different
dimension, and opens up a new potential development phase for the Group.
Jacques RIOU
General and Managing Partner
12
Gilles GOBIN
General and Managing Partner
MESSAGE from the MANAGEMENT BOARD