|
EVOX RIFA GROUP OYJ STOCK EXCHANGE RELEASE
on June 17, 2002, at 9:15 a.m.
EVOX RIFA’S PROSPECTUS PUBLISHED
The prospectus of Evox Rifa Group Oyj regarding the offering
of new shares to the existing shareholders is available as
from June 17, 2002 at the headquarters of Evox Rifa Group
Oyj, Lars Sonckin kaari 16, Espoo, at the Helsinki Stock Exchanges’
HexGate, Fabianinkatu 14, Helsinki and at eQ Pankki, Mannerheimintie
1 A, Helsinki and at their internet-service: www.eQonline.fi.
eQ Pankki will also send the prospectus to shareholders on
request. The prospectus is available in Finnish only.
Enclosed are pro forma financial information of Evox Rifa
Group Oyj and summary of BHC Aerovox’s financial accounts,
and other information that has not been published earlier.
Evox Rifa acquired BHC Aerovox Ltd. in May 2002.
EVOX RIFA GROUP OYJ
Harri Launonen
President
Additional information from:
Evox Rifa Group, Harri Launonen, President, tel. +358 9 5406
5001
or
Pekka Lopperi, CFO, tel. +358 9 5406 5003.
Enclosures:
- Information on Evox Rifa and BHC Aerovox
- Pro forma financial information of Evox Rifa Group
This stock exchange release is not for release, distribution
or publication in whole or in part in or into the United States,
Japan, Canada and Australia. This announcement does not constitute
an offer of any securities for sale in the United States.
In addition, information contained herein shall not constitute
an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of the securities referred to herein
in the United States or any other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration,
exemption of registration or qualification under the securities
laws of the United States or any such other jurisdiction.
Enclosure 1
INFORMATION ON EVOX RIFA
Distribution of operating profit by product groups
Electrolytic capacitors’ share of the total operating
loss in 2001 was 33% (1,6 MEUR). The remaining 67% (3,3 MEUR)
of the operating loss consisted of other product groups.
INFORMATION ON BHC AEROVOX LIMITED
Strategy
The objective of BHC has been to secure strong growth as
a part of growing electrolytic capacitor markets. Large investments
have been made in recent years to renew the production facilities
and to improve productivity. Due to the investments, BHC has
been able to improve the production quality and to increase
production yield and capital turnover. As a part of the growth
strategy BHC has concentrated on developing customized solutions
and products.
Products
BHC produces aluminium electrolytic capacitors only. BHC’s
most important product group is screw terminal aluminium electrolytic
capacitors. BHC is a leading manufacturer of screw terminals
in Europe. BHC also produces so called snap-in electrolytic
capacitors and motor start capacitors.
The following table shows BHC’s sales by product group
in 2001.
|
Sales by product group
2000 2001
|
|
Screw terminal
|
51% 52%
|
|
Snap-In
|
25% 30%
|
|
Motor Start
|
18% 16%
|
|
Other
|
6% 2%
|
Sales and customers
BHC sells its products worldwide, mainly to the original
equipment manufacturers of electronic products. BHC has reached
a strong market position in Great Britain and France. The
company’s sales have grown significantly also in the
large US markets. BHC has its own sales personnel in all of
these three markets. Sales in these markets are coordinated
from BHC in Weymouth. There are several distributors and sales
representatives, who are responsible for the small and middle-sized
customers while the biggest customers are served directly
by BHC’s own sales personnel. BHC’s own sales personnel
are responsible for the industrial customers in Finland. BHC
has significant customers especially in Germany where distributors
are responsible for selling.
The most important customer group for BHC is industrial electronics.
In 2001 approximately 56% of the net sales consisted of the
sales for ten biggest customers. The following table shows
sales by market area.
|
Sales by market area
2000 2001
|
|
Great Britain
|
29% 28%
|
|
Germany
|
19% 20%
|
|
Finland
|
17% 14%
|
|
France
|
14% 12%
|
|
USA
|
5% 8%
|
|
Ireland
|
2% 3%
|
|
Sweden
|
2% 2%
|
|
Spain
|
2% 2%
|
|
Others
|
10% 11%
|
Personnel
On April 30, 2002, BHC Aerovox Limited had 172 employees.
Mr. Graham Yates, Managing Director of BHC Aerovox, resigned
on May 13, 2002. Lars-Göran Stenberg was appointed new
Managing Director of BHC Aerovox.
Future prospects
Demand for BHC’s products weakened at the end of 2001
as a part of common downturn of electrolytic capacitor markets.
Demand has remained low at the beginning of 2002. Because
of the low demand BHC has adjusted its production operations.
The management of the company believes that these actions
are adequate to adjust the production to meet the present
demand.
The management of the company believes that during the recent
years BHC has been able to create good conditions to participate
in the development of electrolytic capacitor market. The management
believes that it is possible to find attractive markets for
the products in both the US and Central Europe. They also
believe that production capacity is well adjusted to meet
the current requirements. Effectiveness, quality and good
technical know-how are the key considerations for BHC’s
future prospects.
Summary of BHC Aerovox financial accounts
The financial accounts of BHC have originally been prepared
in British Pounds (GBP). Euro conversion is made for the income
statements by using the average exchange rate of the financial
year, and the balance sheet is converted to euros with the
exchange rate of the last day of the financial year.
|
PROFIT AND LOSS ACCOUNT
|
|
|
|
1.1.-31.3.
|
| |
1999
|
2000
|
2001
|
2002
|
|
In 1.000 euros
|
audited
|
audited
|
audited
|
Unaudited
|
| |
|
|
|
|
|
NET SALES
|
21.362
|
26.240
|
29.397
|
4.881
|
|
Expenses
|
-21.747
|
-26.484
|
-28.115
|
-5.051
|
|
OPERATING PROFIT (LOSS)
|
-386
|
-244
|
1.282
|
-170
|
|
Financial income and expenses
|
-308
|
-390
|
-369
|
-44
|
|
PROFIT BEFORE APPROPRIATIONS AND TAXES
|
-694
|
-634
|
913
|
-214
|
|
Extraordinary items
|
-1.318
|
0
|
0
|
0
|
|
PROFIT BEFORE APPROPRIATIONS AND TAXES
|
-2.012
|
-634
|
913
|
-214
|
|
Income taxes
|
578
|
-137
|
-719
|
65
|
|
PROFIT (LOSS) FOR THE PERIOD
|
-1.434
|
-771
|
194
|
-148
|
|
BALANCE SHEET
|
|
|
|
|
| |
|
1.1.-31.3.
|
|
1.1-31.3.
|
|
ASSETS
|
1999
|
2000
|
2001
|
2002
|
|
In 1.000 euros
|
(audited)
|
(audited)
|
(audited)
|
unaudited
|
| |
|
|
|
|
|
FIXED ASSETS
|
|
|
|
|
|
Tangible assets
|
5.830
|
5.371
|
5.411
|
5.196
|
| |
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
Inventory
|
2.657
|
2.500
|
2.021
|
1.883
|
|
Short term receivables
|
5.208
|
6.609
|
4.487
|
4.002
|
|
Cash in hand and at bank
|
30
|
1
|
36
|
36
|
|
TOTAL ASSETS
|
13.725
|
14.481
|
11.955
|
11.116
|
| |
|
|
|
|
|
LIABILITIES
|
|
|
|
|
| |
|
|
|
|
|
EQUITY
|
|
|
|
|
|
Share capital
|
0
|
0
|
0
|
0
|
|
Share premium account
|
3.635
|
3.621
|
3.714
|
3.687
|
|
Retained earnings
|
3.718
|
2.275
|
1.563
|
1.747
|
|
Profit for the period
|
-1.434
|
-751
|
197
|
-148
|
|
TOTAL EQUITY
|
5.919
|
5.145
|
5.474
|
5.285
|
| |
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
Deferred tax liability
|
471
|
429
|
485
|
478
|
|
Long term debt
|
2.043
|
1.964
|
1.374
|
1.201
|
|
Short term debt
|
5.292
|
6.943
|
4.621
|
4.152
|
| |
|
|
|
|
|
TOTAL SHAREHOLDERS` EQUITY AND LIABILITIES
|
13.725
|
14.481
|
11.955
|
11.116
|
ENCLOSURE 2
PRO FORMA — FINANCIAL ACCOUNTS
The detailed principles of producing the pro forma figures
and the information on which the figures are based are defined
in the prospectus.
|
PRO FORMA —PROFIT AND LOSS ACCOUNT 1.1.2001-31.12.2001
|
GROUP
1.1.—31.12 2001
|
BHC
1.1.-31.12 2001
|
Pro forma
1.1.-31.12.2001
|
|
In 1.000 euros
|
(audited)
|
(unaudited)
|
|
NET SALES
|
68.968
|
29.397
|
98.365
|
|
Expenses
|
-73.742
|
-28.115
|
-101.930
|
|
OPERATING PROFIT (LOSS)
|
-4.774
|
1.282
|
-3.565
|
|
Financial income and expenses
|
-1.607
|
-369
|
-2.380
|
|
PROFIT BEFORE EXTRAORDINARY ITEMS
|
-6.381
|
913
|
-5.945
|
|
Extraordinary Items
|
79
|
0
|
79
|
|
PROFIT BEFORE APPROPRIATIONS AND TAXES
|
-6.302
|
913
|
-5.866
|
|
Income taxes
|
1.318
|
-719
|
599
|
|
Minority Interest
|
-12
|
0
|
-12
|
|
PROFIT (LOSS) FOR THE PERIOD
|
-4.996
|
194
|
-5.279
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
PRO FORMA - PROFIT AND LOSS ACCOUNT 1.1.2000-31.12.2000
|
Group
1.1.-31.12.2000
|
BHC
1.1.-31.12.2000
|
Pro forma
1.1.-31.12. 2000
|
|
In 1.000 euros
|
(pro forma)
|
(audited)
|
(unaudited)
|
|
NET SALES
|
84.162
|
26.240
|
110.402
|
|
Expenses
|
80.111
|
-26.484
|
-106.668
|
|
OPERATING PROFIT (LOSS)
|
4.051
|
-244
|
3.734
|
|
Financial income and expenses
|
-1.559
|
-390
|
-2.353
|
|
PROFIT BEFORE EXTRAORDINARY ITEMS
|
2.492
|
-634
|
1.381
|
|
Extraordinary Items
|
-41
|
0
|
-41
|
|
PROFIT BEFORE APPROPRIATIONS AND TAXES
|
2.451
|
-634
|
1.340
|
|
Income taxes
|
-1.060
|
-137
|
-1.197
|
|
Minority Interest
|
-199
|
0
|
-199
|
|
PROFIT (LOSS) FOR THE PERIOD
|
1.192
|
-771
|
-56
|
|
PRO FORMA — BALANCE SHEET 31.12.2001
|
Group
31.12 2001
|
BHC
31.12 2001
|
Pro forma
31.12.2001
|
|
In 1.000 euros
|
(audited)
|
(unaudited)
|
|
ASSETS
|
|
|
|
| |
|
|
|
|
FIXED ASSETS
|
|
|
|
|
Intangible assets
|
212
|
0
|
212
|
|
Goodwill
|
1.378
|
0
|
1.744
|
|
Tangible assets
|
19.717
|
5.411
|
25.128
|
|
Investments
|
76
|
0
|
76
|
| |
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
Inventories
|
15.635
|
2.021
|
17.656
|
|
Receivables
|
12.309
|
4.487
|
16.796
|
|
Marketable securities
|
2.753
|
0
|
2.753
|
|
Cash in hand and at banks
|
3.656
|
36
|
8.938
|
| |
|
|
|
|
TOTAL ASSETS
|
55.736
|
11.955
|
73.303
|
| |
|
|
|
|
ASSETS
|
|
|
|
| |
|
|
|
|
EQUITY
|
|
|
|
|
Share capital
|
4.334
|
0
|
8.668
|
|
Other restricted shareholders’ equity
|
12.989
|
3.714
|
14.723
|
|
Retained earnings
|
13.320
|
1.563
|
13.320
|
|
Profit for the financial year
|
-4.996
|
197
|
-5.178
|
|
TOTAL EQUITY
|
25.647
|
5.474
|
31.533
|
| |
|
|
|
|
Minority interest
|
833
|
0
|
833
|
| |
|
|
|
|
Deferred tax liability
|
286
|
485
|
771
|
|
Long term debt
|
15.454
|
1.374
|
20.828
|
|
Short term debt
|
13.516
|
4.622
|
19.338
|
| |
|
|
|
|
TOTAL SHAREHOLDERS`EQUITY AND LIABILITIES
|
55.736
|
11.955
|
73.303
|
|
Pro forma —key ratios
|
| |
|
|
|
In 1.000 euros
|
2000
|
2001
|
| |
(unaudited)
|
| |
|
|
|
Net sales
|
110.402
|
98.365
|
| |
|
|
|
Operating Profit
|
3.734
|
-3.565
|
|
% of net sales
|
3,38%
|
-3,62%
|
| |
|
|
|
Profit before extraordinary items
|
1.381
|
-5.945
|
|
% of net sales
|
1,25%
|
-6,04%
|
| |
|
|
|
Investments to fixed assets
|
4.937
|
6.614
|
|
% of net sales
|
4,47%
|
6,72%
|
| |
|
|
|
Equity ratio
|
-
|
44,2%
|
| |
|
|
|
Personnel in average during period
|
1.637
|
1.562
|
|
