2013-02-26 09:00:00 CET
2013-02-26 09:00:03 CET
REGULATED INFORMATION
Sievi Capital Oyj - Financial Statement Release
SIEVI CAPITAL PLC'S FINANCIAL STATEMENTS RELEASE, 1 January – 31 December 2012
SIEVI CAPITAL PLC FINANCIAL STATEMENTS RELEASE 26 February 2013 at 10:00 A.M
SIEVI CAPITAL PLC'S FINANCIAL STATEMENTS RELEASE, 1 January - 31 December 2012
January-December
- The result for the review period was EUR 4.7 million (EUR -4.8 million).
- Earnings per share were EUR 0.08 (EUR -0.08).
- EUR 0.06 per share was distributed as dividends in May.
- Net worth was EUR 1.60 per share at the end of December, up 9.2% on the
beginning of the year, dividend-adjusted.
October-December
- The result for the review period was EUR 1.1 million (EUR 0.2 million).
- Earnings per share were EUR 0.02 (EUR 0.00).
The Board of Directors' proposals for the Annual General Meeting
- No dividends will be paid.
- Capital returns of EUR 0.06 per share will be paid by reducing and dividing
the share premium account.
The comparison figures for the corresponding period the previous year presented
in brackets in the financial statements release are for continuing operations.
The comparison figures for the entire previous financial period presented in
the tables of the financial statements release are the official comparison
figures for the Sievi Capital Group, including both investment activity
(continuing operations) and contract manufacturing (discontinued operations).
The presented 2011 figures differ from the previously reported figures because
they have been made comparable with the figures of the financial statements in
which operations were divided into continuing and discontinued operations. The
figures presented for the continuing operations for the different periods are
comparable.
Sievi Capital plc demerged on 1 January 2012 into the investment company Sievi
Capital plc and the contract manufacturing company Scanfil plc (discontinued
operations). The execution of the partial demerger was entered into the Trade
Register on 1 January 2012. In accordance with the demerger plan, the company's
assets and liabilities associated with contract manufacturing and other
industrial activities were transferred to the new company Scanfil plc as a
result of the demerger.
Sievi Capital plc has not announced its profit outlook for 2013. The figures in
the financial statements release are unaudited.
The result for January-December includes a non-recurring item of EUR 1.1
million recognised in the first quarter due to Sievi Capital plc's share of the
damages paid by Ojala-Yhtymä Ltd in a contract dispute. In addition, Sievi
Capital plc sold the Sievi plant property to Scanfil plc in May. The
transaction was completed at the balance sheet value of EUR 4.2 million. The
transaction has no effect on the consolidated result of the Sievi Capital plc,
but the transaction resulted in taxable income of EUR 0.9 million to the parent
company when the depreciation difference was recognised as revenue.
The fair values of investments began to increase in July when the slump seen in
the spring and early summer came to a halt. The values of Sievi Capital plc's
financial investments increased by the end of 2012 along with the general
market development to a level clearly higher than at the beginning of the year.
The European debt crisis continues and global economic growth has decelerated
further during the review period. The development of the credit crunch is
influencing capital flows and uncertainty is strongly reflected in market
pricing. This may cause exceptional market disruptions in the near future as
well.
Sievi Capital plc's President and CEO Jorma J. Takanen:"The year 2012 was Sievi Capital plc's first financial period as an investment
company after the demerger. The Group's demerger into the investment company
Sievi Capital plc and the contract manufacturing company Scanfil plc entered
into force on 1 January 2012. The demerger will clarify the corporate
structures, enhance operative transparency and promote the value appreciation
for shareholders in the long term. With regard to investment activities, 2012
was a challenging year. The fair values of investments fluctuated strongly
during the year. The 2012 result pursuant to IFRS was clearly positive in the
end. Sievi Capital plc made changes in investment allocations during the year,
and the risk level of investments was lowered. No significant losses were
realised during the financial period."
”Sievi Capital plc's strong financial position allows the company to operate
actively also in uncertain economic cycles. The company is particularly
interested in both industrial companies that have already established a
profitable business model and growth companies that can be developed into
companies that operate in the export market in the long term. Associated
companies have continued the measures pursuant to their development plans, such
as streamlining their cost structures and ensuring growth financing. All of
Sievi Capital plc's unlisted associated companies are innovative start-ups
operating in the export market with interesting and promising potential. The
companies have technological competence, strong patent portfolios and
commercially appealing applications. The financial investments have been
distributed so that Sievi Capital plc has realistic chances of obtaining
competitive returns on the invested assets in spite of the continued uncertain
market situation. The company has not used debt leveraging in its investment
activity, and its equity ratio is high.”
DEVELOPMENT OF INVESTMENT ACTIVITIES, ASSOCIATED COMPANIES AND HOLDINGS
At the beginning of 2012, the stock market grew exceptionally strongly, which
strengthened optimism among market parties. The ECB's stimulus measures
temporarily eased the banking sector, preventing an investment and credit
crunch. In addition, money injection by the ECB significantly calmed down the
state loan market of the European credit crunch countries. At the beginning of
the year, for a while it also looked like financial activity in the United
States in particular had gained new momentum.
However, in spring, conflicting information was received regarding economic
growth from both the United States and, in particular, China. Enormous budget
deficits in the eurozone, the credibility of austerity measures, concerns over
the sufficiency of stability facilities and the cascade effects of high
unemployment figures and the newly emerging nervousness in the loan markets of
Southern European states pushed share prices down. In summer, problems in the
eurozone came to a head and the outlook for the global economy weakened. The
elections in Greece and France increased the uncertainty and postponed the
preparation and implementation of political decisions further. The nervousness
spread from Greece to Spain and Italy as well. The pressure in the market
increased, and Spain finally had to resort to a request for help in order to be
able to ensure the stability of its banking system. The market pressure was
reflected in the crisis states' national debt, where interest rates exceeded
the reference levels that were considered to be critical.
At the end of July, expectations of measures by central banks materialised with
the European Central Bank (ECB), followed shortly by the Federal Reserve of the
United States (FED), announcing new measures that can be classified as money
injections. They signalled to the markets that active stimulus measures will be
continued until the situation in the economies of the crisis states and the
financial market can be made more stable. In addition, the ECB, in its
September meeting, redeemed its promises of new stimulus measures for the
states and gave assurances that the risk premiums associated with the loans
granted to the crisis states will be affected actively. Exchange rates grew
heavily from the end of July to the middle of September, after which
nervousness increased on the stock market.
During the final quarter of 2012, the stock market developed in a non-uniform
manner, without causing any major changes in indices compared with September.
Financial figures continued their decline in the eurozone, in particular, and
economic growth remained weak at a global level. The eurozone officially fell
into recession. The third quarter produced poor results, and companies had
pessimistic views of the future. The liquidity injections of central banks did
not have any significant impact on the market during the final quarter.
However, the EU reached consensus on the December loan granted for Greece,
without finding any final means of resolving the country's deteriorating
situation. After the re-election of President Barack Obama and the election
rush, the debt situation in the United States caused restlessness on the stock
market as the solution of the tax gap was postponed to the end of the year.
All in all, 2012 was a relatively good investment year despite the heavy market
fluctuation. The return on the HEX index was 8.3% and that on the STOXXEurope
600 index was 14.4% in 2012.
The share issue planned in order to finance the marketing and growth of the
associated company IonPhasE Ltd at the end of 2011 was implemented during the
first quarter of 2012, and a capital loan was later granted according to the
holding ratio. In the share issue, Finnish Industry Investment became a
minority shareholder in IonPhasE Ltd.
The turnover of IonPhasE Ltd (holding 35.75%) grew significantly from the
previous year. The sale of products that have reached technical customer
approval was launched in 2012. Furthermore, the company made significant
breakthroughs in packaging applications for the chemical and electronics
industries. Regular deliveries within the automotive industry were started when
an established multi-national car manufacturer approved the plastic material
developed by the company for specific interior car parts. The company's order
book and technical approvals have grown strongly. The company has also improved
its plant production and the technical performance and quality of its products
through upgrades in production technology. This naturally improves the
company's competitiveness and profitability. The expanded customer base and the
references obtained have enhanced the company's credibility and image in the
market. The 2012 turnover nearly doubled. However, the operating result was
negative.
The self-powered electronic iLOQ S10 locking solution developed by iLOQ Ltd
(holding 22.96%) has gained a market share of more than 10% in the Finnish lock
cylinder market, and gained significant growth and produced significant
customer accounts in the Swedish lock market in 2012. The growth was based on
the sale of the iLOQ S10 product, which displaced the traditional mechanical
serial locking mechanism among public and private customers and in housing
associations. iLOQ Ltd aims at rapid growth by internationalising first on the
Nordic market, followed by Central Europe. The sale of the lock cylinder
pursuant to the DIN standard developed for the Central European market was
launched by Dutch and German subsidiaries in 2012. The company has a reseller
network which covers all growth centres and major cities in Finland and Sweden.
The reseller network has expanded and the company's position in the
distribution chain has strengthened.
Demand for Panphonics Ltd's (holding 40.0%) products did not follow the
company's estimates in 2012, and the investments made in production capacity in
the first half of the year were found to be too heavy. The year 2012 was
clearly negative. The company's cost and balance structure was adjusted in the
third quarter according to the current demand.
Sievi Capital plc investigated various capital investment targets during 2012,
but no capital investments meeting the criteria were found. The company is
actively developing the operations of its capital investments in the long term
and securing the growth of the involved companies.
Kitron ASA (holding 32.96%) published its financial statements release on 13
February 2013. The company's turnover in 2012 increased to EUR 226.5 million
(EUR 213.6 million in 2011). Kitron ASA's earnings in 2012 stood at EUR 6.2
million (EUR 2.3 million in 2011), and were EUR 3.6 million in the final
quarter (EUR 0.7 million). The full-year earnings per share were EUR 0.036 (EUR
0.013). The Board of Directors' proposal for the distribution of profits for
the AGM is not available. Harri Takanen, member of the Board of Directors of
Sievi Capital plc, resigned on 16 October 2012 from the Board of Directors of
Kitron ASA, where he had worked as the representative of Sievi Capital plc.
Lännen Tehtaat plc (holding 8.6%) released its financial statements release on
14 February 2013. The company's turnover in 2012 increased to EUR 378.2 million
(EUR 335.5 million in 2011). Its earnings in 2012 were EUR 6.7 million (EUR 5.7
million). Earnings during the final quarter stood at EUR 4.0 million (EUR 4.4
million). The full-year earnings per share were EUR 1.07 (EUR 0.92). The Board
of Directors' proposal for the distribution of profit for the AGM is EUR 0.90
per share.
Scanfil N.V., a Belgian subsidiary wholly owned by Sievi Capital plc, has not
engaged in any production activities since 2006.
RESULT OF THE SIEVI CAPITAL PLC'S INVESTMENT ACTIVITIES
The Sievi Capital plc's operating profit in January-December stood at EUR 0.7
million (EUR 0.1 million), and the review period's IFRS result was EUR 4.7
million (EUR -4.8 million). The result includes a non-recurring item of EUR 1.1
million recognised in the first quarter due to Sievi Capital plc's share of the
damages paid by Ojala-Yhtymä Ltd in a contract dispute. Earnings per share were
EUR 0.08 (EUR -0.08) and return on investment was 6.9% (N/A). In
January-December, EUR 3.4 million (EUR 3.0 million) of interest and dividend
returns on financial investments and transfer gains were recognised, together
with EUR 0.0 million (EUR 0.1 million) of financial expenses. Realised sales
losses stood at EUR 0.8 million (EUR 0.0 million), and value changes in
investment assets recognised at fair value through profit or loss were EUR +3.7
million (EUR -7.4 million). Assets recognised through profit or loss totalled
EUR 6.3 million (EUR -4.6 million). The Group's share of the associated
companies' losses and goodwill amortisation stood at EUR -0.8 million (EUR -1.7
million). The profit from investment activities recognised through profit of
loss, including all financial and capital investments, totalled EUR 5.5 million
(EUR -6.2 million) for the financial period.
In October-December, investment returns of EUR 0.8 million (EUR 0.4 million),
realised sales losses of EUR 0.4 million (EUR 0.0 million), and value changes
in financial assets recognised at fair value through profit or loss of EUR 0.4
million (EUR 0.4 million) were recognised. The quarter's assets recognised
through profit or loss totalled EUR 0.8 million (EUR 0.8 million).
During the review period, new shares in the associated company IonPhasE Ltd
were subscribed at EUR 1.5 million, and the granting of a capital loan was
decided upon. No other new capital investments were made during the review
period.
The Sievi Capital plc's share of the associated companies' losses and goodwill
amortisation totalled EUR -0.8 million (EUR -1.7 million). Of the capital
investments, Lännen Tehtaat plc, which does not fulfil the definition of an
associated company, is measured at fair value, and the change in the value of
EUR -0.2 million (EUR -1.5 million) is recognised in the fair value reserve
under equity, adjusted for tax liabilities, net EUR -0.2 million (EUR -1.1
million).
SIEVI CAPITAL PLC'S INVESTMENTS
Sievi Capital plc's investment activity is divided into financial investments
and capital investments. The gains and losses from investment activities are
recognised under financial income and expenses in the income statement. On 31
December 2012, the distribution of the investment portfolio, calculated at
acquisition prices, was: financial investments 63% and capital investments 37%.
The corresponding target allocation is: financial investments 30%-50% and
capital investments 50%-70%. On 31 December 2012, the internal distribution of
the investment allocation was: money market investments 47%, ETF and equity
investments 16%, and capital investments 37%. The money market investments were
divided as follows: risk-free fixed-income investments 35%, low-risk
investments 19% and moderate-risk investments 46%. The average remaining term
of the structured instruments in the investment portfolio is less than four
years, and they account for approximately one fifth of the financial
investments.
Investment assets refer to liquid assets and financial investments. They do not
include shareholdings in associated companies or Lännen Tehtaat plc, which are
classified as long-term holdings and are included in the capital investments
segment.
Investment assets stood at EUR 57.8 million (EUR 51.7 million in 2011). Of the
investment assets, EUR 16.0 million (EUR 9.6 million) were deposited in bank
accounts and as time deposits with less than three months' maturity. Of the
investment assets, EUR 41.8 million (EUR 42.1 million) were invested in
financial instruments, mainly in bonds, credit-linked notes, structured
investment instruments and ETF and equity investments. In compliance with the
IFRS, the investments have been recognised at fair value.
DISTRIBUTION OF INVESTMENTS
EUR millions
Marketvalues of
investments:
31.12.2012 %
Publicly listed companies 29,9 33 %
Non-listed companies 8,1 9 %
ETF-investments 5,5 6 %
Osakerahastot
Interest funds 9,9 11 %
Structured products 12,1 13 %
Hedgerahastot
Bonds 8,3 9 %
Muut korkoinstrumentit
Cash and equivalents 16,0 18 %
Total 89,7 100 %
Out of all financial investments 78,6 % were in euros, 2,5 % in Swedish kronas,
1,1 % in US dollars and 17,9 % in Norwegian kronas.
LIQUIDITY AND SOLVENCY
The Sievi Capital plc's liquidity is good. The closing consolidated balance
sheet amount was EUR 93.3 million (EUR 208.5 million in 2011). The equity ratio
was 96.1% (95.1%) and net gearing was -64.5% (-58.6%). The previous year's
reference figures contain both continuing and discontinued operations before
the demerger.
The investment cash flow of EUR 10.2 million (EUR -27.4 million in 2011)
consists of financial investments and a property sales price. The financing
cash flow of EUR -3.5 million (EUR -11.4 million) contains dividends of EUR 3.5
million (EUR 6.9 million). The previous year's reference figures also contain
the cash flow of discontinued operations.
NET WORTH AND SHARE PRICE DEVELOPMENT
Sievi Capital plc published its net worth for the first time on 21 February
2012, at which time the net worth per share with the values of 31 December 2011
was EUR 1.52. The corresponding net worth at the end of March was EUR 1.62, at
the end of June EUR 1.52, at the end of September EUR 1.58, and at the end of
December EUR 1.60. In 2012, the change in value was +9.2% adjusted by the
dividend per share of EUR 0.06. The net worth calculation is published in
connection with the management's interim analyses and interim reports.
The number of outstanding shares used in the net worth calculation is
57,730,439 shares. Sievi Capital plc does not have comparable net worth figures
for the previous years. In the calculation of net worth, publicly quoted
securities, investment funds and derivatives are valued at the closing price.
However, for the associated company Kitron ASA and for Lännen Tehtaat plc, the
price used is the volume-weighted average price for the five days preceding the
valuation date. Otherwise, if no public trading price has been available, the
bid quote or value ratified by the issuer have been used. Unquoted shares and
holdings are measured at the last purchase price or fair value, using imputed
valuation methods.
The highest price for Sievi Capital plc on the first trading day after the
demerger on 2 January 2012 was EUR 1.65. It was also the highest price during
the entire period. Following the demerger, the average share price for the five
first days of trading weighted by transaction volumes was EUR 1.48. The lowest
price during the period was EUR 0.88, with trading closing at EUR 0.91 at the
end of the period. A total of 8,929,731 shares were traded during the review
period, corresponding to 14.7% of the total number of shares. The market value
of share capital was EUR 55.9 million on 31 December 2012.
NOTIFICATIONS OF CHANGES IN SHAREHOLDING
On 18 April 2012, Sievi Capital plc received a notification pursuant to Chapter
2, Section 9 of the Securities Markets Act, indicating that, as a result of the
division and distribution of Eero Alvari Kotilainen's estate on 9 April 2012,
the shares of Sievi Capital plc transferred to the heirs and beneficiaries were
transferred to the ownership of Varikot Ltd (to be established) through the
transaction completed on 17 April 2012. Following the, arrangement, Varikot Ltd
holds 7,273,109 Sievi Capital plc shares, or 11.98% of all shares, and it is
the second largest individual shareholder in Sievi Capital plc. On the basis of
an agreement between the shareholders, the voting rights of Varikot Ltd are
held jointly by Riitta-Liisa Kotilainen (50%) and Sirpa Kotilainen (50%).
In a notification received by Sievi Capital plc on 18 July 2012 pursuant to
Chapter 2, Section 9 of the Securities Markets Act, Varikot Ltd announced that
a change had taken place in Varikot Ltd's voting rights, effective 18 July
2012. On the basis of an agreement between the shareholders, the voting right
in Varikot Ltd will be exercised by Sirpa Kotilainen (50%), Riitta-Liisa
Kotilainen (25%) and Aleksi Kotilainen (25%). Sirpa Kotilainen, Riitta-Liisa
Kotilainen and Aleksi Kotilainen also personally hold shares in Sievi Capital
plc. Riitta-Liisa Kotilainen is a member of the Board of Directors of Sievi
Capital plc.
BOARD OF DIRECTORS' AUTHORISATIONS
Sievi Capital plc's Annual General Meeting held on 19 April 2012 decided to
authorise the Board of Directors to decide on repurchasing a maximum of
3,000,000 treasury shares with distributable assets in accordance with the
Board of Directors' proposal. The authorisation will remain in force for 18
months after it is issued.
On 8 April 2010, the AGM authorised the Board of Directors to decide on the
transfer of a maximum of 5,900,000 treasury shares held by the company in
compliance with the regulations of the Companies Act in force. The
authorisation will remain in force for three years after it is issued. The
authorisations have not been exercised.
The Board of Directors has no existing share issue authorisations or
authorisations to issue convertible bonds or bonds with warrants.
The Board of Directors' proposals to the Annual General Meeting are available
on the company website at www.sievicapital.com.
TREASURY SHARES
On 31 December 2012, Sievi Capital plc owned a total of 2,983,831 treasury
shares, representing 4.9% of the company's share capital and total number of
votes. No changes have taken place in the number of treasury shares during the
review period.
PERSONNEL
Sievi Capital plc had 2 employees during the review period.
FUTURE PROSPECTS
The available investment assets offer Sievi Capital plc good opportunities for
acquisitions conforming to the investment strategy, aiming to obtain a stake in
select companies facilitating an active influence on their operations. The
current economic uncertainty and recession have lowered the prices of potential
capital investment objects.
Industrial production in the eurozone and GNP figures, particularly in Germany,
were low during the final quarter. The trade balance deficit in the United
States increased in the final quarter, and the trend does not improve its debt
repayment capacity. However, positive signals of a recovery in the economic
situation have been received from the United States in recent weeks. Investors
have shown a growing interest in China after the transfer of power where the
equity market has increased rapidly. The development is supported by the
consensus according to which Chinese economic growth is estimated to speed up
from the current level.
Analysts lowered their estimates clearly throughout 2012, but the sentiment has
taken a more positive tone. Long-term interest rates have become extremely low.
The state loan market in crisis states has calmed down and in Spain, for
example, the interest rate has halved from its peak level. The decline in
interest rates indicates that market confidence in the corrective measures (ECB
purchases) has improved, at least temporarily. The economic situation in the
United States is monitored even more closely because any avalanche of negative
news can originate there. The high market liquidity and the transition of
investment assets from interest investments to equities may support the
development of the equity market before the next market disruption. However,
the investment environment remains to be highly challenging where market
corrections can be expected.
Due to indebtedness and austerity programmes, economic growth is expected to
remain low in the eurozone for a long time. Any solution to the crisis is
highly dependent on the political decision-making system, and the development
of the securities market cannot be predicted in the current politically
difficult and fragile situation. Unrest in the Middle East has raised its ugly
head even though the situation in Israel and Gaza was settled, at least
temporarily. Israel's aerial attack on Syria and Egypt's chaotic interior
politics are dangerous examples of the spreading of unrest and the flammable
situation in the region. In the uncertain investment environment, Sievi Capital
plc's interest and dividend income is expected to remain at the previous year's
level.
Outlook for the associated companies:
iLOQ Ltd estimates its turnover will double in 2013. It is targeting strong
growth in the Nordic countries and the Central European market through its new
product (a lock cylinder pursuant to the DIN standard). Operations of the
subsidiaries in charge of marketing in Germany and the Netherlands commenced at
the beginning of 2012.
As the result of a significant decrease in Panphonics Ltd's turnover, business
operations have been reorganised. Currently, sales are generated via the
distribution network, and no major delivery projects have been signed. During
the review period, the company's cost structure was lightened and its marketing
strategy was revised. Panphonics Ltd received a new managing director, with the
previous managing director becoming a member of the Board of Directors. The
target set for the first half of 2013 is to turn the company's product sales
and productivity into growth.
The IonPhasE IPE product range is being complemented by several new products.
IonPhasE Ltd expects to achieve a significant position with dissipative plastic
polymers based on a new innovation. Harmful static electricity causes
significant problems in various purposes of use and applications. In 2012, the
company achieved significant breakthroughs in packaging solutions for the
chemical and electronics industries, and has excellent potential in products
offered for leading providers within these fields in 2013. The company's
turnover is estimated to continue on the current path of strong growth. The
company's customer base and number of sales projects have increased
considerably, which improves the company's chances of reaching its growth and
profitability targets.
The associated company Kitron ASA in Norway, evaluated its outlook in its
financial statements release published on 13 February 2013. According to the
company, its turnover will develop steadily in 2013, showing some fluctuation
between different business segments. The company estimates that the positive
development of a number of business development programmes and its production
units in China, Germany and the United States, including the recovery of
Swedish operations, will have a productive impact on the company.
Lännen Tehtaat plc's financial statements were published on 14 February 2013.
According to the company, the 2013 turnover is expected to improve from the
reference period thanks to organic growth and the business acquisition
completed in 2012. In addition, the Group's full-year operating profit without
non-recurring items is expected to be better than in the reference period
because of growth and development measures in business operations. The result
is expected to improve the most during the first half of the year.
BUSINESS RISKS AND UNCERTAINTIES
The most significant short-term risks associated with investment activities,
such as a decrease in the value of investments, could be realised if the
European debt crisis escalates further and the global economy does not recover
to achieve durable growth or if it enters a long phase of below-average growth.
The debt problems could be escalated further in certain countries, and the
effects may become widespread. The European banking sector is still vulnerable
in spite of extensive market subsidy operations by the ECB. The economy slowing
down again in the United States would result in direct problems in the
unbalanced economy. Growing tensions in the Middle East and North Korea may
increase investors' fears of a widespread conflict, which would have immediate
negative effects on the vulnerable global economy.
Economic activity has clearly weakened and consumers have become increasingly
cautious. The growth figures of the global economy and China's GDP may
deteriorate further. Uncontrolled currency storms and unexpected fluctuations
in interest rates are possible in the near future. The devaluation of JPY and
other significant commercial currencies in relation to the euro has started. In
a difficult economic environment, citizens' discontent will be emphasised
further around the world, causing extensive unrest. The slowness of political
decision-making and the resulting uncertainty has already clearly increased the
risk premium in the capital market and volatility at times. The extreme fear is
the realisation of systemic risk, which might result in a period of chaos
similar to the fall of Lehman Brothers at least in the capital market. The
factors described above have an effect on the capital market and, if they
materialise, the negative development in the securities market may continue.
In other respects, the risks facing Sievi Capital plc's business have remained
essentially the same. Risks and risk management are described in greater detail
on the company's website under Corporate Governance and in the notes to the
consolidated financial statements.
This financial statements release has been prepared in compliance with the IAS
34 Interim Financial Reporting standard. The interim report has been prepared
following the same accounting principles as in the 2011 financial statements.
CHANGES IN REPORTING AND SIEVI CAPITAL PLC'S FINANCIAL INFORMATION IN 2013
Sievi Capital plc's Board of Directors has decided to publish interim accounts
pursuant to Chapter 2, Section 5 c of the Securities Markets Act instead of
three- and nine-month interim reports.
When making the decision, Sievi Capital plc's market value is less than EUR 75
million, meaning that the requirements set out in the Ministry of Finance's
decree for the management to issue interim accounts instead of interim reports
are met.
The 2012 annual report, including the financial statements, will be published
in week 11 in March 2013. In 2013, Sievi Capital plc will publish its interim
accounts and interim report as follows:
- The management's interim account on Monday, 29 April 2013
- The interim report for 1 January - 30 June 2012 on Tuesday, 6 August 2013
- The management's interim account on Thursday, 30 October 2013
ANNUAL GENERAL MEETING 2013 AND THE BOARD OF DIRECTORS' PROPOSALS FOR THE AGM
Sievi Capital plc's Annual General Meeting will be held on Thursday, 18 April
2013, in the company's head office in Sievi at 2:30 p.m.
Nomination Committee of the Board of Sievi Capital plc proposes to AGM that the
number of board members will be confirmed to five (5) members.
The Nomination Committee of the Board and largest shareholders of Sievi Capital
plc, comprising over 50% of company's shares and votes, propose that according
to their own will, Mr. Asa-Matti Lyytinen, Mr. Jorma J. Takanen, Mr. Jarkko
Takanen, Mr. Harri Takanen and a new member Mrs. Jonna Tolonen will be elected.
First time nominee Mrs. Jonna Tolonen has been presented in more detail at the
website of the company at the address www.sievicapital.com.
Sievi Capital plc's proposal both for capital return of 2012 and for Board
members will be published separately later by release of invitation to the AGM.
The Board proposes that no dividend be paid for 2012. Capital return of EUR
0.06 per share is proposed to be paid by reducing and dividing the share
premium account.
ACCOUNTING PRINCIPLES
The presented 2011 figures differ from the previously reported figures because
they have been made comparable with the figures of the financial statements in
which operations were divided into continuing and discontinued operations. The
figures presented for the continuing operations for the different periods are
comparable.
This financial statements release has been prepared in compliance with the IAS
34 Interim Financial Reporting standard. The interim report has been prepared
following the same accounting principles as in the 2011 financial statements.
The individual figures and totals shown in the tables have been rounded to
millions of Euro from more accurate figures, which is why individual figures do
not always add up. The figures are unaudited.
CONSOLIDATED INCOME STATEMENT
EUR million
10 - 12 10 - 12 1 - 12 1 - 12
2012 2011 2012 2011
Continuing operations
Other operating income 0,4 1,2 1,8
Expenses -0,2 -0,4 -0,5 -1,2
Depreciation 0,0 -0,1 -0,1 -0,5
Operating profit -0,2 -0,1 0,7 0,1
Financial income and expenses 0,8 0,8 6,3 -4,6
Share in the associated company´s profit 0,6 -0,4 -0,8 -1,7
Profit before taxes 1,2 0,4 6,2 -6,1
Income taxes -0,2 -0,1 -1,5 1,4
Net profit for the period, Continuing 1,1 0,2 4,7 -4,8
operations
Discontinued operations
Net profit for the period, Discontinued -4,6 1,7
operations
Net profit for the period 1,1 -4,4 4,7 -3,1
Earnings / share (EPS), EUR undiluted and
diluted
Continuing operations 0,02 0,00 0,08 -0,08
Earnings / share (EPS), EUR undiluted and
diluted
Discontinued operations -0,08 0,03
Earnings / share (EPS), EUR undiluted and
diluted
Net profit for the period 0,02 -0,08 0,08 -0,05
The company does not have items that might dilute the earnings
per share.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
EUR million
10 - 12 10 - 12 1 - 12 1 - 12
2012 2011 2012 2011
Net profit for the period 1,1 -4,4 4,7 -3,1
Other comprehensive income
Discontinued operations
Translation differences -1,3
Derivative financial instrument -0,7 -0,7
Continuing operations
Available-for-sale investments 0,2 0,1 -0,2 -1,1
Translation differences -0,4 0,2 0,5 0,0
Other comprehensive income, net of tax -0,1 -1,6 0,3 -1,8
Total Comprehensive Income 0,9 -6,0 5,0 -4,9
Attributable to:
Equity holders of the parent 0,9 -6,0 5,0 -4,9
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
EUR million
Assets 31.12.2012 31.12.2011
Non-current assets
Property, plant and equipment 0,0 4,3
Goodwill 0,0
Other intangible assets 0,0 0,0
Shares in associated companies 23,6 22,8
Available-for-sale investments 7,8 8,0
Financial assets at fair value through profit or loss 17,1 19,9
Receivables 0,2 0,5
Deferred tax assets 0,9 1,8
Total non-current assets 49,7 57,3
Current assets
Inventories
Loan receivables from associates 0,4
Trade and other receivables 0,4 0,8
Advance payments 0,0 0,0
Financial assets at fair value through profit or loss 0,0 22,1
Available-for-sale investments, cash equivalents 24,7
Cash and cash equivalents 16,0 9,6
Total current assets 41,1 33,0
Non current assets held for sale 2,5 2,5
Discontinued operations 115,7
Total assets 93,3 208,5
Shareholder's equity and liabilities 31.12.2012 31.12.2011
Equity
Share capital 15,2 15,2
Share premium account 16,1 16,1
Translation differences 1,0 0,5
Other reserves -0,1 5,0
Retained earnings 57,4 51,5
Total equity 89,7 88,3
Non-current liabilities
Deferred tax liabilities 0,2 0,4
Provisions 2,7 3,4
Total non-current liabilities 2,8 3,8
Current liabilities
Trade and other liabilities 0,1 56,2
Current tax 0,7 0,1
Total current liabilities 0,8 56,3
Discontinued operations 60,1
Total liabilities 3,6 120,2
Total shareholder's equity and liabilities 93,3 208,5
CONSOLIDATED CASH FLOW STATEMENT
EUR million
31.12.2012 31.12.2011
Cash flow from operating activities
Net profit 4,7 -4,8
Adjustments for the net profit -4,7 4,6
Change in net working capital -0,2 -0,7
Paid interests and other financial expenses -0,0 -0,1
Interest received 0,1 0,2
Taxes paid -0,2 -2,4
Discontinued operations 27,3
Net cash from operating activities -0,2 24,1
Cash flow from investing activities
Investments in tangible and intangible assets 0,0
Sale of tangible and intangible assets 4,2
Purchase of investments -25,5 -35,0
Proceeds from sale of investments 30,1 10,4
Purchase of associated companies -1,5 -0,1
Granted loans -0,2 -0,9
Repayment of loans 0,9
Interest received from investments 1,0 0,8
Dividends received from investments 1,2 1,1
Discontinued operations -3,6
Net cash from investing activities 10,2 -27,4
Cash flow from financing activities
Dividends paid -3,5 -6,9
Discontinued operations -4,4
Net cash from financing activities -3,5 -11,4
Net increase/decrease in cash and cash equivalents 6,5 -14,7
Cash and cash equivalents at beginning of period 9,5 57,9
Changes in exchange rates 1,6
Transferred funds along with demerger -0,1
Cash and cash equivalents at end of period 15,9 44,8 *
* Includes cash and cash equivalents EUR 35.2 millions of Discontinued
operations
STATEMENT OF CHANGES IN EQUITY
EUR million
Equity attributable to equity holders of the parent company
Share
Share premium Translation Other Retained Equity
capital account differences reserves earnings total
Equity
--------------------------------------------------------------------------------
1.1.2012 15,2 16,1 0,5 5,0 51,5 88,2
Discontinued operations, transfer -4,9 4,8 -0,1
Total comprehensive income 0,5 -0,2 4,7 5,0
Payment of dividends -3,5 -3,5
Equity
--------------------------------------------------------------------------------
31.12.2012 15,2 16,1 1,0 -0,1 57,5 89,7
Equity attributable to equity holders of the parent company
Share
Share premium Translation Other Retained Equity
capital account differences reserves earnings total
Equity
--------------------------------------------------------------------------------
1.1.2011 15,2 16,1 5,7 6,2 117,6 160,8
Total comprehensive income 0,0 -1,8 -3,1 -4,9
Payment of dividends -6,9 -6,9
Liability of dividend distribution -55,6 -55,6
Transfer to funds 0,5 -0,5 0
Discontinued operations, translation -5,1 -5,1
difference
Equity
--------------------------------------------------------------------------------
31.12.2011 15,2 16,1 0,5 5,0 51,5 88,2
KEY INDICATORS
1 - 12 1 - 12
2012 2011
Return on equity, % 5,3 -1,9*
Return on investment, % 6,9 -6,9
Gearing, % -64,5 -58,6
Equity ratio, % 96,1 95,1
Gross investments in fixed assets, EUR million 0,0 0,0
Personnel, average 2 3
Earnings per share, EUR 0,08 -0,05
Shareholders´ equity per share, EUR 1,55 1,53
Dividend per share, EUR 0 0,06
Dividend per earnings, % 0 -1,1
Effective dividend yield, % 0 3,06
Price-to-earnings ratio (P/E) 11,2 -36,8
Share price
Year´s lowest share price, EUR 0,88 1,85
Year´s highest share price, EUR 1,65 3,15
Average share price for year, EUR 1,16 2,53
Share price at year´s end, EUR 0,91 1,96
Market capitalisation at end of year, EUR million 55,9 119
Number of shares at
the end of period, 000´s 60 714 60 714
- not counting own shares 57 730 57 730
- weighted average 57 730 57 730
* Equity before liability of dividend booking relating to the demerger
SEGMENT INFORMATION
EUR million
1 - 12 1 - 12
2012 2011
Continuing operations,
Investment activities
Operating profit 0,7 0,1
Financial income 3,4 3,0
Financial expenses 0,0 -0,1
Realized losses -0,8 -0,0
Value change of investments 3,7 -7,4
Share in the associated company´s profit -0,8 -1,7
Financial assets 93,3 92,8
CHANGES IN TANGIBLE NON-CURRENT ASSETS
EUR million
1 - 12 1 - 12
2012 2011
Continuing operations,
Book value at the beginning of the period 4,3 34,5
Transfer, Discontinued operations -27,2
Transfer, non current assets held for sale -4,2 -2,5
Additions 0,0
Depreciations -0,1 -0,5
Book value at the end of the period 0,0 4,3
1 - 12 1 - 12
2012 2011
Discontinued operations
Book value at the beginning of the period 27,1 27,2
Additions 3,4
Deductions 0,0
Depreciations -3,8
Exchange rate differences 0,3
Book value at the end of the period 27,1 27,1
CONTINGENT LIABILITIES
EUR million 1 - 12 1 - 12
2012 2011
Continuing operations,
Mortgages on property 2,5 3,4
Business mortgages 6,8 6,8
Guarantees given on behalf of associates 0,3 0,3
A bank guarantee was obtained from a financial institution as security for the
payment of pension premiums relating to the reorganisation of Scanfil N.V., and
Sievi Capital plc has provided the financial institution with a
counter-guarantee of EUR 3.5 million to cover any liabilities that may arise if
the bank guarantee is realised. Equivalent provision is booked into Scanfil
NV's balance sheet.
TRANSACTIONS WITH RELATED PARTY
EUR million
1 - 12 1 - 12
2012 2011
Continuing operations,
Related party transactions
Associated companies
Interest income 0,0 0,0
Loan receivables 0,4 0,4
Interest receivables 0,0 0,0
Capital loan 0,2 0,5
Board members
Interest expenses 0,0 0,0
Associated company IonPhasE Oy has been given a EUR 500,000 convertible capital
loan. The loan matured on 31 December 2012 and its interest rate was 5%. The
capital loan has been converted to new shares during 2012.
A new convertible loan was granted and subscribed at the end of the year 2012,
worth of 239. 931 euros. The loan will mature on 31.12.2014 and the annual
interest rate is 8%.
In addition, an absolute guarantee in the amount of EUR 250,000 was given to the
associated company IonPhase Oy as security for its bank guarantee overdraft
facility and EUR 50.000 delivery guarantee to suppliers.
SIEVI CAPITAL PLC
Jorma J. Takanen
President and CEO
Additional information
President and CEO Jorma J. Takanen
+358 8 4882 502
DISTRIBUTION NASDAQ OMX Helsinki
Major media
www.sievicapital.com
Sievi Capital plc is an investment company whose task is to manage the
company's assets efficiently and profitably by distributing risks and looking
for new growth opportunities through these measures.
Sievi Capital plc's associated companies:
Kitron ASA (KIT) (Sievi Capital plc's holding 32.96%) is a Norwegian listed
contract manufacturer that operates in five different customer segments: the
marine and oil industry, basic industry, defence equipment industry, hospital
and healthcare equipment industry and data and telecommunications industry. In
addition to Norway, Kitron has plants and production in Sweden, Lithuania,
Germany, China and the United States. Kitron ASA's turnover for 2012 was NOK
1,695.1 million (approximately EUR 231.0 million). www.kitron.com
iLOQ Ltd (Sievi Capital plc's holding 23%) develops, manufactures and markets
innovative, patented, high-security, electronic and self-operated locking
solutions that combine modern mechatronics with communications and software
technology. The added customer value of the iLOQ S10-product range has been
shown to be good and the company has achieved a significant market position in
the Nordic countries and a favourable reception in Central Europe. Marketing of
the DIN-compliant lock cylinder solution developed for the Central European
market has commenced in Germany and the Netherlands. www.iloq.fi
IonPhasE Ltd (Sievi Capital plc's holding 35.75%) develops and manufactures
high-quality dissipative polymers that help to control static electricity in
plastic products. IonPhasE products are utilised in a wide range of industries,
such as chemical, automotive, telecommunications and consumer electronics.
IonPhasE manufactures IonPhasE IPE polymers based on its patented proprietary
technology. www.ionphase.fi
Panphonics ltd (Sievi Capital plc's holding 40%) is a leading manufacturer of
products based on directional audio technology. Panphonics manufactures
solutions based on proprietary patented directional audio technology for
acoustically demanding applications. The company's SoundShower speaker
solutions are used in banks, store-specific advertisement systems, information
kiosks and offices. In addition Panphonics is a component manufacturer.
www.panphonics.com
Besides the associated companies, Sievi Capital plc's holding in Lännen Tehtaat
plc is 8.6%. Lännen Tehtaat is a food production company whose shares are
quoted on NASDAQ OMX Helsinki Ltd. The group's business segments are Frozen
Food, Seafood and Grains and Oilseeds. Lännen Tehtaat operates in the northern
Baltic Sea region. www.lannen.fi
Not intended for publication in the United States. Advance views: Certain
statements in this stock exchange release are advance views that involve known
and unknown risks, uncertainty factors and other factors that may result in
Sievi Capital plc's actual results, performance or achievements deviating
substantially from the future results, performance or achievements described or
referred to in such advance views. The advance views contained by this stock
exchange release may contain words such as "may,” “will,”, “expected,”
“estimated,” “planned,” “believed,” or other such terminology. New risk factors
may emerge from time to time, and the company management is not able to predict
all such risk factors or their potential impacts on Sievi Capital plc's actual
results, performance or achievements that may deviate substantially from what
is mentioned in the advance views. Considering these risk factors and elements
of uncertainty, investors should not rely too much on advance views in
forecasting the actual results. The advance views presented in this stock
exchange release are topical only on the date mentioned in this stock exchange
release. It is not expected that such information would be updated,
complemented or revised in all situations, unless required by law or
regulation, on the basis of new information, changing circumstances or future
events or in other situations.
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