REPORT FOR 4 QUARTER 2015 AND PRELIMINARY RESULT 2015
Comments to the accounts for Ganger Rolf ASA
The unaudited Group accounts for 4 quarter 2015 comprise Ganger Rolf ASA and its subsidiaries (“The Group of companies”) and the Group of companies´ ownership of associates.
Comparable figures for the same period in 2014 in brackets.
On 8 February 2016, the boards of directors of Bonheur ASA and Ganger Rolf ASA proposed a merger of the two companies. For further information, please refer to the section Subsequent events.
Financial information
Operating result (EBIT), which mainly reflects the holding company expenses, was NOK - 16 million
(NOK - 13 million) in the quarter. All significant share holdings have been consolidated as associates. Consequently, the parent company is a pure holding company.
Results have been impacted positively by higher USD, GBP and EUR against NOK compared with the corresponding quarter last year. USD was on average approximately 24% higher in 4 quarter 2015
compared to 4 quarter 2014 while GBP and EUR was 19% and 9% higher, respectively.
Net result from associates accounted for using the equity method, was NOK - 340 million (NOK 30 million) in the quarter. Net result comprises share of net result from Fred. Olsen Energy ASA with subsidiaries (FOE) of NOK - 253 million (NOK 173 million), from Fred. Olsen Renewables AS with subsidiaries (FOR) of NOK 28 million (NOK - 15 million), from Fred. Olsen Ocean Ltd. (FOO) of NOK - 20 million (NOK - 98 million), from the cruise segment NOK -35 million (NOK - 31 million) and the cross ownership effect from Bonheur ASA of NOK -66 million (NOK 7 million). The share of net result in associates in the 4 quarter includes Ganger Rolf ASA’s share of impairment of assets in FOE of NOK 142 million.
Net financial items in the quarter were NOK -32 million (NOK - 39 million). Compared to the corresponding quarter last year net interest expenses are NOK 14 million lower, offset by impairment of investments which in the quarter amounted to - 26 million (NOK - 8 million) and net foreign exchange gain of NOK 1 million (NOK - 4 million). In addition Revaluation of financial instruments amounted to NOK 2 million in the quarter (NOK -4 million).
Net result in the quarter was NOK - 388 million (NOK - 25 million).
EBITDA year to date were NOK - 64 million (NOK - 62 million). Operating result (EBIT) year to date was NOK - 66 million (NOK - 64 million). Share of result from associates were NOK - 805 million (NOK 139 million), net financial items were NOK - 47 million (NOK - 65 million) and net result after estimated tax was NOK - 864 million (NOK 5 million).
Other information
Subsequent events
On the 8 February 2016, the boards of directors of Bonheur ASA and Ganger Rolf ASA, respectively constituted by their competent board members, announced that they had resolved to propose a merger of the two companies.
Bonheur ASA, currently controlling 62.66 % of the shares in Ganger Rolf ASA, will be the surviving entity in the merger and maintain its listing on the Oslo Stock Exchange. Ganger Rolf ASA shareholders to receive 0.8174 Bonheur ASA shares for every one share in Ganger Rolf ASA representing 23.95 % ownership of the combined company on a fully diluted basis.
The boards announced that the merger will assist in providing a more transparent and accessible corporate structure which may yield capital and operational efficiencies. The corporate structure of Bonheur ASA and Ganger Rolf ASA has historically taken the form of a cross ownership between the two companies with currently Bonheur owning 62.66% of Ganger Rolf ASA and Ganger Rolf ASA owning 20.70% of Bonheur and where these companies generally have invested in underlying companies on a 50/50 basis.
The merger is subject to both customary and mandatory closing conditions, and approval by Bonheur and Ganger Rolf extraordinary general meetings with 2/3 majority. A merger plan and merger report were made available for shareholders on the companies’ websites and through Oslo Stock Exchange on 12 February 2016.
The intention is to arrange for extraordinary general meetings of both Bonheur ASA and Ganger Rolf ASA shareholders mid-March 2016. Subject to the above, the merger is expected to be completed by the end of May 2016.
Bonheur ASA controls Ganger Rolf ASA and the current Consolidated Financial Statements of Bonheur incorporates Ganger Rolf. The proposed merger will have no effect on the Consolidated Financial Statements of Bonheur ASA, except for adjustment of the minority interests.
Dividend
Subject to completed merger between Ganger Rolf ASA and Bonheur ASA, no dividend has been proposed for 2015.