Imerys Sa · EURONEXT:NK
Imerys Sa — Shareholder Meeting (April 2015)
62 slides from Imerys Sa's shareholder meeting presentation, Apr 30, 2015
Slide 1: Ordinary and Extraordinary Shareholders' Meeting
Ordinary and Extraordinary Shareholders’ Meeting April 30, 2015 Gilles MICHEL – Chairman & Chief Executive Officer Amaury de SEZE – Vice Chairman of the Board of Directors Denis MUSSON – General Counsel & Secretary of the Board of Directors 1
Slide 2: Disclaimer
Disclaimer More comprehensive information about Imerys may be obtained on its website (www.imerys.com), under Regulated Information, including its 2014 Registration Document filed under No. D.15-0173 on March 19, 2015 with Autorité des marchés financiers. Imerys draws the attention of investors to t
Slide 3: Ordinary and Extraordinary Shareholders' Meeting agenda
Ordinary and Extraordinary Shareholders’ Meeting April 30, 2015 Growth profile 2014 Results 1st Quarter 2015 Results & Outlook Presentation of Resolutions Presentation of the Statutory Auditors’ reports Questions & Answers Vote on Resolutions 3 April 30, 2015 I General Meeting
Slide 4: Imerys, world leader in mineral-based specialty solutions
Ordinary and Extraordinary Shareholders’ Meeting April 30, 2015 Imerys, the world leader in mineral-based specialty solutions for industry 4 April 30, 2015 I General Meeting
Slide 5: 2014 Key figures
2014 Key figures 2014 Revenue breakdown by region Revenue Current operating income Japan/ 3.7 Bn€ 495 M€ Australia 5% Net income from current Operating margin operations Western 13.4 % 316 M€ Emerging markets Europe 26% 45% Workforce N°1 or 2 14,900 on most of our markets Global presence Sales offic
Slide 6: Imerys, mineral-based specialty solutions for industry
Imerys, mineral-based specialty solutions for industry Imerys transforms, formulates and provides To provide specialty solutions for the industry: services… Functional additives (making polymers more From a wide range of minerals: Calcium carbonates, resistant, plastic films breathable, being corros
Slide 7: Imerys is building on growth markets
Imerys is building on growth markets … 2011 Revenue in 8 key markets (M€) Agriculture/ Aerospace horticulture Recycling 1% 1% 1% 1 010 Pharma, Health 849 901 & Beauty 2% 780 Automobile Consumer 9% electronics 2% 25 % 27 % 20 % 21 % Packaging 4% 2011 2012 2013 2014 Energy As a % of revenues 8% 7 Apri
Slide 8: Imerys is innovating more
Imerys is innovating more Revenue from new products (M€) A as % of consolidated sales 449 333 12% 250 9% 200 6% 5% 2011 2012 2013 2014 75 new products launched in 2014 8 April 30, 2015 I General Meeting
Slide 9: Imerys continues to be profitable
Imerys continues to be profitable Current operating margin 15.1% Operating margin 14.4% 14.2% 14.0% before R&D expenses 1.7% R&D as a % of sales 0.9% 1.5% Current operating 1.4% margin 13.3% 13.4% 12.9% 12.6% 2011 2012 2013 2014 9 April 30, 2015 I General Meeting
Slide 10: Imerys is investing
Imerys is investing 242 M€ invested in 2014 Proppant plant Carbon black plant Wrens, U.S.A. Willebroek, Belgique Fused alumina plant Lime plant Bahrain Doresopolis, Brazil 10 April 30, 2015 I General Meeting
Slide 11: Imerys is focused on sustainability
Imerys is focused on sustainability Safety: accident frequency rate Carbon efficiency (Number of lost-time accidents / 1 million hours worked) (base 100 in 2009) 2.46 - 61 % 97.5 -9% 95.5 1.70 94.3 1.51 1.31 92.1 91.0 0.95 2010 2011 2012 2013 2014 2010 2011 2012 2013 2014 11 April 30, 2015 I General
Slide 12: Comprehensive set of diversified and leading businesses
Imerys offers a comprehensive set of diversified and leading businesses Carbonates Energy Solutions & Monolithic Refractories Sales Operating margin Specialties Graphite & Carbon 1,279 M€ 11.7 % Oilfied Solutions Filtration & Performance Sales Operating margin Filtration & Additives Performance Addi
Slide 13: Acquisition of S&B
Ordinary and Extraordinary Shareholders’ Meeting April 30, 2015 Acquisition of S&B 13 April 30, 2015 I General Meeting
Slide 14: Expanding with the acquisition of S&B
Imerys is expanding with the acquisition of S&B, a world supplier of industrial minerals Bentonite CCF (1) Sales of 412 million euros (2) (47% du CA) (22%) 1,500 employees 97 % of revenues outside Greece #1 #2 #1 worldwide in Europe worldwide 22 countries Perlite Wollastonite Leadership positions in
Slide 15: S&B: transaction summary
S&B: transaction summary Imerys share ownership structure Purchase price: 525 million euros as at 26 February 2015 for 100% of the share capital and 253 million euros of net debt(1) Public, employees and Cash consideration: 311 million euros others financed through a bond issue(2) 41.8% GBL Share co
Slide 16: Value-creative acquisition, with substantial synergistic potential
Value-creative acquisition, with substantial synergistic potential Stronger geographic footprint Expansion opportunities in emerging markets strenghtened thanks to complementary geographic footprint Enhancing the Group’s product offering Bentonite: new mineral serving the metallurgy and construction
Slide 17: 2014 Annual Results
Ordinary and Extraordinary Shareholders’ Meeting April 30, 2015 2014 Annual Results 17 April 30, 2015 I General Meeting
Slide 18: 2014 results: current net income growth target reached
2014 results: current net income growth target reached Revenue Current operating income (1) Net income from (M€) current operations + 3.2% comp. change 3,885 + 3.7% 3,698 3,688 495 + 4.0% 488 316 477 301 304 13.4% 12.9% 12.6% 2012 2013 2014 2012 2013 2014 2012 2013 2014 Group structure and exchange
Slide 19: Revenue growth at comparable Group structure and exchange rates
Revenue growth at comparable Group structure and exchange rates + 3.2% (M€) at comparable Group structure - 0.3% and exchange rates on current - 2.5% basis + 55.4 3,697.6 - 1.0% + 63.2 3,688.2 + 1.5% - 90.7 - 37.3 + 1.7% (-) Divestment of 4 carbonates for paper plants and bricks activity in France (
Slide 20: Improved operating margin at 13.4%
Improved operating margin at 13.4% + 45.0 + 3.7% (M€) on current + 27.1 - 5.4 basis + 12.6 - 54.3 - 0.5 494.6 477.0 - 6.9 12.9% Operating margin 13.4% COI 2013 Structure (net) Exchange rates Volumes Price/Mix VariableFixed costscosts & general expenses Other COI 2014 Positive contribution of volumes
Slide 21: Net income from current operations up +4%
Net income from current operations up + 4% M€ 2014 2013 Change Current operating income(1) 494.6 477.0 + 3.7% Current financial expense (45.1) (52.7) - 14.4% Current income tax (131.5) (118.0) + 11.4% Minority interests (1.7) (2.1) - 19.0% Net income from current operations, 316.3 304.2 + 4.0% Group
Slide 22: Sound financial structure
Sound financial structure (M€) Change in financial ratios Gearing (net debt / Shareholders’ 47% 39% 39% 35% Gearing kept Equity) (%) below 60% 2,471 2,211 2,261 2,272 with the integration of S&B 1.50 1.32 1.36 1.29 1031 875 885 870 31/12/2011 31/12/2012 31/12/2013 31/12/2014 Shareholder’s equity Net
Slide 23: Proposed dividend: €1.65 per share
Proposed dividend: €1.65 per share Dividend per share Share price evolution and pay out ratio 74.0 +50% €1.60 €1.65 72.0 €1.50 €1.55 70.0 68.0 Imerys 66.0 SBF 120 64.0 40 % 42 % 62.0 +43% 37 % 39 % 60.0 58.0 56.0 54.0 52.0 50.0 48.0 46.0 2011 2012 2013 2014 44.0 Pay out ratio(1) (1) Based on the num
Slide 24: 1st Quarter 2015 Results & Outlook
Ordinary and Extraordinary Shareholders’ Meeting April 30, 2015 1st Quarter 2015 Results & Outlook 24 April 30, 2015 I General Meeting
Slide 25: Improvement in results in Q1 2015
Improvement in results in Q1 2015 Revenue growth: + 7.7% Revenue S&B integration and positive exchange rates 974 M€ impact - 4.5% at comparable Group structure and exchange rates: atypical quarter, high Current operating income comparison basis 123 M€ Improved results on solid fundamentals Current o
Slide 26: Top line growth despite unusual Q1 volume profile
Top line growth despite unusual Q1 volume profile + 7.7% (M€) on current + 72.4 - 53.2 + 12.6 basis + 37.7 - 5.9% + 1.4% 974 + 8.0% 904 + 4.2% - 4.5% at comparable Group structure and exchange rates Q1 2014 Group structure Exchange rates Volume Price-mix Q1 2015 S&B integration from March and signif
Slide 27: Current operating income growth on healthy fundamentals
Current operating income growth on healthy fundamentals + 5.0% (M€) + 10.6 on current + 5.8 + 6.3 + 5.0 basis + 10.9 - 6.6 123.2 117.3 - 26.1 13.0% Operating margin 12.7% Q1 2014 Group structure Exchange rates Volumes Price/mix Variable costs Fixed costs & Other (incl. Q1 2015 (net) general expenses
Slide 28: Growth in net income from current operations
Growth in net income from current operations M€ Q1 2015 Q1 2014 Change Current operating income(1) 123.2 117.3 + 5.0% Current financial expense (11.0) (14.7) Current income tax (33.0) (28.9) Minority interest (1.0) - Net income from current operations, Group’s share(2)(3) 78.2 73.7 + 6.1% Other oper
Slide 29: Outlook
Outlook Europe: no recovery as of yet, some initial signs to be confirmed US: positive momentum expected to remain robust across most markets, except proppants and steelmaking S&B integration Flexible production capabilities able to adjust to changes in demand Continued emphasis on cost control and
Slide 30: Presentation of Resolutions
Ordinary and Extraordinary Shareholders’ Meeting April 30, 2015 Presentation of Resolutions 30 April 30, 2015 I General Meeting
Slide 31: Agenda
Agenda Ordinary Part Approval of the Company’s management and annual financial statements and Group’s consolidated financial statements for 2014 Determining of dividend at €1,65 per share and allocation of earnings Statutory Auditors’ special report on regulated agreements and commitments; approval
Slide 32: Resolutions 1 to 3: financial statements, earnings and dividend
Resolutions 1 to 3: 2014 Financial statements, allocation of earnings and determining of the dividend Approval of the Company’s management and annual financial statements (resolution 1) and the Group’s consolidated financial statements (resolution 2) for 2014 Allocation of earnings and determining o
Slide 33: Resolution 4: regulated agreements and commitments
Resolution 4: regulated agreements and commitments concluded by the Company Statutory Auditors’ special report Acknowledgment that no new regulated agreement or commitment was concluded in 2014 Review by the Board of Directors in February 2015 of the commitments made by the Company in favor of M. Gi
Slide 34: Compensation policy of the Chief Executive Officer
Compensation policy of the Chief Executive Officer Policy and compensation items set by the Board of Directors, based on the proposal of the Appointments and Compensation Committee further to advice of specialized consultants, as the case maybe Publication on Imerys website of all the compensation i
Slide 35: Resolution 5: opinion on 2014 compensation of Chairman and CEO
Resolution 5: opinion on the compensation items owned or awarded with respect to 2014 to the Chairman and CEO amounts paid in 2014 Fixed part €800,000 Variable part with respect to the previous year €758,400 Valuation of benefits €16,293 Valuation of conditional free shares (32,500 shares allotted i
Slide 36: Information on the 2015 compensation items of Gilles Michel
Information on the 2015 compensation items of Gilles Michel Today’s Board of Directors’ decision to renew Gilles Michel’s office as Chairman and Chief Executive Officer subject to the renewal of his Directorship by this Shareholders’ General Meeting Gross amount of annual compensation of €800,000 un
Slide 37: Resolutions 6 to 11: composition of the Board of Directors
Resolutions 6 to 11: composition of the Board of Directors Renewal, for a 3-year period, of the term of office as Director of: Mr. Xavier LE CLEF (resolution 6) Mr. Gilles MICHEL (resolution 7) Mrs. Marie-Françoise WALBAUM (resolution 8) Appointment as new Directors, for a 3-year period of: Mrs. Gio
Slide 38: Composition of the Board of Directors
Composition of the Board of Directors Composition of the Board of Directors following the Shareholders’ General Meeting subject to the approval of the proposed resolutions: 18 Directors end of term of office Gilles Michel, Chief Executive Officer 2018 Amaury de Seze, Vice-Chairman 2016 Paul Desmarai
Slide 39: Resolution 12: purchase by the Company of its own shares
Resolution 12: purchase by the Company of its own shares Objectives of the authorization: subsequent cancellation of the re-purchased shares (subject to approval of the resolution 22) covering stock purchase options plans and/or free share grant plans set up by the Company employees' participation i
Slide 40: Resolutions 13 to 21: financial authorizations
Resolutions 13 to 21: renewal of the financial authorizations granted to the Board of Directors Maximum Authorizations’ nominal Maximum percentage of Financial authorizations possible Duration ceiling share capital discount €75 M (shares) and Resolution 13 Share capital increase with preemptive subs
Slide 41: Resolution 22: share capital decrease by cancellation of treasury shares
Resolution 22: share capital decrease by cancellation of treasury shares Cancellation ceiling: 10% of share capital per 24-month period Objective: to offset the dilution impact resulting from conditional stock options and/or free shares Powers granted to the Board of Directors to decide the implemen
Slide 42: Presentation of the Statutory Auditors' reports
Ordinary and Extraordinary Shareholders’ Meeting April 30, 2015 Presentation of the Statutory Auditors’ reports 42 April 30, 2015 I General Meeting
Slide 43: Statutory Auditors' reports on the 2014 Financial statements
Statutory Auditors’ reports on the 2014 Financial statements Objective Obtain reasonable assurance that the financial statements are true and fair Opinions on the financial statements : unqualified certification without any qualifications Report on the consolidated financial statements: - the justif
Slide 44: Other Statutory auditors' reports
Other Statutory auditors’ reports Special report on regulated agreements and commitments Agreements and commitments submitted to the approval of the Shareholders’ General Meeting : - No new agreement Agreements and commitments concluded in favor of Mr. Gilles Michel to be submitted again to the Shar
Slide 45: Other Statutory auditors' reports
Other Statutory auditors’ reports Report (on the report of the Chairman of the Board of Directors) relating to internal control and risk management procedures We have nothing to report on the information in respect of the Company’s internal control and risk management procedures relating to the prep
Slide 46: Questions & Answers
Ordinary and Extraordinary Shareholders’ Meeting April 30, 2015 Questions & Answers 46 April 30, 2015 I General Meeting
Slide 47: Vote on Resolutions
Ordinary and Extraordinary Shareholders’ Meeting April 30, 2015 Vote on Resolutions 47 April 30, 2015 I General Meeting
Slide 48: Resolutions' vote (Ordinary part)
Resolutions’ vote (Ordinary part) 1st resolution: approval of the 2014 Company’s annual financial statements Votes «for» sent by post: 20,783,707 Votes «against» sent by post: 48,200 2nd resolution: approval of the 2014 Group’s consolidated financial statements Votes «for» sent by post: 20,802,368 V
Slide 49: Resolutions' vote (Ordinary part)
Resolutions’ vote (Ordinary part) 6th resolution: renewal of Mr. Xavier Le Clef ’s term of office as Director for a 3-year period Votes «for» sent by post: 20,103,326 Votes «against» sent by post: 728,581 7th resolution: renewal of Mr. Gilles Michel’s term of office as Director for a 3-year period V
Slide 50: Resolutions' vote (Extraordinary part)
Resolutions’ vote (Extraordinary part) 13th resolution: delegation of authority to increase the share capital by the issue of shares or securities with preemptive subscription right Votes «for» sent by post: 13,411,580 Votes «against» sent by post: 7,420,327 14th resolution: delegation of authority
Slide 51: Resolutions' vote (Extraordinary part)
Resolutions’ vote (Extraordinary part) 18th resolution: delegation of authority to increase the share capital in compensation for contributions in kind comprised of securities, within the limit of 10% of the share capital per year Votes «for» sent by post: 13,950,392 Votes «against» sent by post: 6,
Slide 52: Appendix
Ordinary and Extraordinary Shareholders’ Meeting April 30, 2015 Appendix 52 April 30, 2015 I General Meeting
Slide 53: Industrial production indicators
Industrial production indicators European industrial output US industrial output 110 European industrial production (as end of Feb. 2015) US industrial production (as end of March 2015) (base 100: 2007; source : OECD) (base 100: 2007; source : US Federal Reserve) 100 105 90 95 80 Indice Feb 14: 93.2
Slide 54: Other market indicators
Other market indicators Printing paper production in mature countries Printing paper production in emerging countries 20,000 13,000 - 3.0% Q1 2015 vs. Q1 2014 + 1.7% Q1 2015 vs. Q1 2014 18,000 12,000 16,000 11,000 MT MT 14,000 10,000 12,000 10,000 9,000 8,000 8,000 2007 Q1 2008 Q1 2009 Q1 2010 Q1 20
Slide 55: Revenue and Current Operating Income by quarter
Revenue and Current Operating Income by quarter Revenue (M€) Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Energy Solutions & Specialties 306,7 313,8 319,9 307,8 303,2 321,1 338,9 315,5 312,5 Filtration & Performance Additives 155,7 166,7 159,7 152,6 159,0 165,8 167,8 165,4
Slide 56: Current financial expense
Current financial expense M€ Q1-15 Q1-14 Interest expense, net (12.8) (11.4) Unwinding of long-term provisions and change in other provisions (1.3) (0.4) Net interest expense on pensions (2.4) (1.8) Currency translation, other financial income and expense and financial instruments 5.5 (1.1) Current
Slide 57: Energy Solutions & Specialties
Energy Solutions & Specialties Carbonates: Q1 15 Revenue by geographic zone Natural (GCC) and Precipitated (PCC) Calcium Carbonates used as filling or coating pigment for paper production and Japan/ functional additives for paints, plastics etc. Australia 8% Western Monolithic Refractories: Europe U
Slide 58: Filtration & Performance Additives
Filtration & Performance Additives Filtration & Performance Additives: Q1 15 Revenue by geographic zone Minerals for Filtration (mainly diatomite and perlite): Japan/ filter aid for edible liquids (beer, wine, Australia) 4% oil, fruit juice, etc.) Western Performance Minerals (mainly talc and mica):
Slide 59: Ceramic Materials
Ceramic Materials Roofing: Q1 15 Revenue by geographic zone Clay roof tiles in France Japan/ Emerging Australia) countries 2% 16% Minerals for Ceramics: Raw materials and bodies for tableware, sanitary and floor tiles, quartz, kiln furniture for the roof tile and ceramics industry Western Europe Uni
Slide 60: High Resistance Minerals
High Resistance Minerals Q1 15 Revenue by geographic zone Fused Minerals: Fused alumina and bauxite for abrasives (cutting, Japan/ Australia) grinding and polishing mills, sandpapers), zirconium for 5% refractories, oxygen sensors Western Europe Emerging 40% Refractory Minerals: countries 26% Produc
Slide 61: Operating organization
Operating organization Q1-15 revenue by activity High Resistance Minerals Energypour Solutions Minéraux de Haute Résistance Solutions l’Energie 16% && Specialties Fused Minerals Spécialités 9% 32% Carbonates Refractory Minerals 15% 7% Minerals for Ceramics Monolithic Refractories 9% (Calderys) 13% R
Slide 62: Imerys contact details
Imerys 154 rue de l’Université F-75007 Paris + 33 (0) 1 49 55 60 01 www.imerys.com Shareholders Contact + 33 (0)1 49 55 66 55 finance@imerys.com 62