With regards to the terms related to financial data on the investments, please refer to the definitions provided by each company in its financial communication.
The specific terminology used in the section on “Accounts as of December 31, 2019” refers to the IFRS (International Financial Reporting Standards) rules as adopted by the European Union.
The terms used in the “Corporate Governance Statement” refer directly to the 2009 Belgian Code on corporate governance and other specific legislation.
Cash and debt
Net cash or, where applicable, net debt (excluding treasury shares), consists of gross cash and gross debt.
Gross debt includes all the financial liabilities of the Holding segment (convertible and exchangeable bonds, bonds and bank debt), valued at their nominal repayment value.
Gross cash includes the cash and cash equivalents of the Holding segment. It is valued at the book or market value (for certain cash equivalents).
The cash and debt indicators are presented for the Holding segment to reflect GBL’s own financial structure and the financial resources available to implement its strategy.
The discount is defined as the percentage difference (expressed in relation to the net asset value) between the market capitalisation and the net asset value.
Economic analysis of the result
- Cash earnings primarily include dividends from portfolio companies and treasury shares, dividends and interests from Sienna Capital, net earnings from the yield enhancement activity and tax refunds, income from cash management, realized exchange differences, less general overheads, gross debt-related charges and taxes. All of these results relate to the Holding activity.
- Cash earnings also are one of the components used in the calculation of the payout ratio.
Mark to market and other non-cash
- The concept of mark to market is one of the foundations of the fair value method of valuation as defined in IFRS international accounting standards, the principle of which is to value assets and liabilities at their market value on the last day of the financial year.
- Mark to market and other non-cash items in GBL’s accounts reflect the changes in fair value of the financial instruments bought or issued (bonds, exchangeables or convertibles, trading assets, options, ...), the actuarial costs of financial liabilities valued at their amortised cost, unrealized exchange differences, various non-cash expenses, as well as the adjustment of certain cash earnings items in accordance with IFRS rules (dividends decided but not paid out during the financial year but after the date of approval of the financial statements, etc.). All these results relate to the Holding activity.
Operating companies (associates o and Sienna Capital r consolidated entities)
- This column shows the results, group’s share, from consolidated operational companies, i.e. controlled by the group. Control is presumed to exist when GBL has more than 50% of the voting rights in an entity, either directly or indirectly
- Also included are the results, group’s share, from associated operational companies, namely operational companies in which the group has significant influence. Significant influence is presumed to exist if the group has more than 20% of the voting rights, directly or indirectly through its subsidiaries. Associated operational companies are recorded in the consolidated financial statements using the equity method.
- This column also includes the results, group’s share, from Sienna Capital, consisting of the various elements relating to its activity: (i) the results, group’s share, of consolidated or associated operating companies, (ii) interest income (expenses), (iii) other financial income (expenses), (iv) other operating income (expenses), (v) gains (losses) on disposal, impairments and reversals of non-current assets and (vi) taxes.
Eliminations, capital gains, impairments and reversals
The eliminations, capital gains, impairments and reversals include the elimination of dividends received from own shares, as well those received from associated or operational consolidated companies as well as gains (losses) on disposals, impairments and reversals on non-current assets and on discontinued activities. All these results relate to the Holding activity.
The dividend yield is defined as the ratio between (i) the gross dividend detached (or the sum of the gross dividends detached) during the period (12 months) and (ii) the stock market price at the beginning of the period.
The dividend yield for year N is therefore the ratio between (i) the gross dividend (or the sum of the gross dividends) having its (their) Ex-Date in year N+1 and (ii) the closing price on the last trading day of year N.
The value of gross dividends not yet declared is estimated using Bloomberg’s “BDVD” function. If this function is not available, the last gross dividend declared is used as an estimate.
- In capital: the percentage interest held directly and indirectly through consolidated intermediate companies, calculated on the basis of the number of shares in issue on December 31.
- In voting rights: the percentage held directly or indirectly through consolidated intermediate companies, calculated on the basis of the number of voting rights existing on December 31, including suspended voting rights.
The liquidity profile corresponds to the sum of gross cash and the undrawn amount of committed credit lines.
Loan To Value
The Loan To Value ratio is calculated on the basis of (i) GBL’s net debt relative to (ii) the portfolio’s value of GBL increased by the value of the treasury shares underlying the bonds convertible into GBL shares. The valuation methods applied to the portfolio and treasury shares are identical to those used for the net asset value.
Net asset value
The change in GBL’s net asset value is, along with the change in its stock price, cash earnings and result, an important criterion for assessing the performance of the group.
The net asset value is a conventional reference obtained by adding gross cash and treasury shares to the fair value of the investment portfolio and deducting gross debt.
The following valuation principles are applied for the portfolio:
- investments in listed companies and treasury shares are valued at the closing price. However, the value of shares underlying any commitments made by the group is capped at the conversion/exercise price;
- investments in unlisted companies are valued on a quarterly basis at their fair value in line with the recommendations of the International Private Equity and Venture Capital Valuation Guidelines (IPEV). Recent investments are valued at their acquisition cost, provided that these valuations are considered as the best estimates of fair value;
- regarding the portfolio of Sienna Capital, the valuation corresponds to the sum of its investments, marked to market, as determined by fund managers, to which is added Sienna Capital’s net cash or, where applicable, to which is deducted Sienna Capital’s external net debt.
The number of GBL shares used to calculate the net asset value per share is the number of company shares outstanding on the valuation date. Some minor events may not have been taken into account in the value reported. The combined effect of these factors may not exceed 2% of the net asset value.
GBL’s detailed net asset value is reported together with the results’ publication on a quarterly basis.
The net asset value per share is published, on a general basis, every week on GBL’s website (www.gbl.be).
An operating company is defined as a company having a commercial or industrial activity, by opposition to an investing company (“holding”).
Payment of dividend and ESES system
ESES, for Euroclear Settlement for Euronext-zone Securities, is the single platform for the stock market transactions of Euronext Brussels, Paris and Amsterdam and non-stock market transactions involving securities traded on these markets (OTC).
The theoretical distribution calendar for the dividend is as follows:
- Ex-Date: date (at market opening) from which the underlying share is traded without its dividend or ex-entitlement;
- Record Date (Ex-date + 1): date on which positions are recorded by the central depository (at market closing, after clearing) in order to determine which shareholders are entitled to dividends;
- Payment Date: date of payment of the dividend in cash, at the earliest the day after the Record Date.
Given the time needed for settlement-delivery and ownership transfer relative to D + 2 (D being the transaction date), the last day on which the share is traded with entitlement to dividend distribution is the day before the Ex-Date.
The payout or distribution of dividends ratio is calculated, for the financial year N, by dividing (i) the dividends paid in N+1 for the financial year N by (ii) the cash earnings for the financial year N.
The portfolio includes:
- the other equity investments and investments in associates in the Holding segment;
- Webhelp; and
- Sienna Capital, that includes companies active in private equity, debt and specific thematic funds.
System Paying Agent
In ESES, the entity that proceeds with distribution is known as the System Paying Agent. This is the party responsible within Euroclear Belgium for distribution to other participants of the resources related to a specific distribution. The system paying agent may be either an external paying agent (a CSD participant) or the CSD itself.
Total Shareholder Return or TSR (%)
The Total Shareholder Return or TSR is calculated on the basis of the change in the stock market price(s) over the period under consideration, taking into account the gross dividend(s) received during this period
and reinvested in securities at the time of receipt. It is expressed on an annualised basis and corresponds to the calculation made by Bloomberg via its “TRA” function. It should be noted that the comparison of GBL’s TSR with its benchmark index is based on identical periods in terms of trading days.
Velocity on float (%)
The velocity on float, expressed as a percentage, is an indicator of the stock market activity of a listed company, which corresponds to the ratio between the number of shares traded over a financial year on the stock exchange and the float on 31 December of that financial year.
A listed company’s float, or floating capital, corresponds to the part of the shares actually liable to be traded on the stock exchange. It can be expressed in value, but is more often expressed as a percentage of the market capitalisation.
Weighted average number of ordinary shares (basic calculation)
This corresponds to the number of outstanding ordinary shares at the start of the period, less treasury shares, adjusted by the number of ordinary shares reimbursed (capital reduction) or issued (capital increase), or sold or bought back during the period, multiplied by a time-based weighting factor.
Weighted average number of ordinary shares (diluted calculation)
It is obtained by adding potential dilutive shares to the weighted average number of ordinary shares (basic calculation). In this case, potential dilutive shares correspond to call options granted by the group.
The yield enhancement activity consists of executing derivatives instruments (primarily sales of options with short-term maturities on some assets in GBL’s portfolio) and in operations on trading assets, aiming at generating an increased yield for GBL. The yield enhancement results are mainly made out of (i) premium of option sales, (ii) capital gains or losses with regards to operations on trading assets and (iii) dividends received in relation to trading assets.