Fluxys and Publigas to adapt their structures

2010-06-30
Fluxys and majority shareholder Publigas are to adapt their structures into a new arrangement that takes into account recent evolutions in Belgian legislation regarding the independence of system operators vis-à-vis natural gas suppliers. The new structure will also pave the way for the Fluxys Group's international development, a prerequisite for enhancing Belgium's role as a crossroads on the North-Western European natural gas market.

 

Creation of Fluxys Holding

Within the new structure, Publigas will set up Fluxys Holding, a fully fledged subsidiary, to hold Publigas' stake in Fluxys SA. Fluxys Holding will also incorporate the stakes of Fluxys SA in companies with non-regulated activities in Belgium and in companies active abroad:

  • Sale by Fluxys SA to Fluxys Holding of Fluxys' stake in Fluxys NL BV, incorporating the shareholdings in BBL and Interconnector, the two companies operating a pipeline between the European mainland and the United Kingdom. Fluxys NL BV will be renamed Fluxys Europe.
  • Sale by Fluxys SA to Fluxys NL BV of Fluxys' stake in Huberator SA (operator of the Zeebrugge Hub spot market), Gas Management Services Ltd (operational support services and software for natural gas companies active in the transmission grids in North-Western Europe), APX BV (group of international natural gas and electricity exchanges in the Netherlands, the United Kingdom and Belgium) and C4gas SAS (company set up with Gaz de France and National Grid to purchase gas equipment).
  • Sale by Fluxys SA to Fluxys Holding of Fluxys' stake in Fluxys Europe SA, in which the cash management of Fluxys Holding will be centralised. Fluxys Europe SA will be renamed Fluxys Finance.

This new structure is required by the new Gas Act as changed by the Act of 10 September 2010 since it compels Fluxys to divest itself from shareholdings in which a supply company or a company affiliated to such a company holds membership rights (which is the case for the Fluxys shareholdings in BBL, Interconnector and C4Gas). The transfer of the other companies mentioned above is triggered by the wish to make a clear separation between the activities submitted to the regulatory framework in Belgium and the other activities.

The aim is to complete the new structure by the end of September 2010.

Fluxys SA: regulated activities in Belgium, listed on the stock exchange

Within the new structure, Fluxys SA will retain its stock exchange listing and continue to serve as the entity for regulated activities in Belgium: natural gas transmission, natural gas storage and – through its subsidiary Fluxys LNG – terminalling of liquefied natural gas (LNG). Reinsurance company Flux Re and Fluxys & Co will remain subsidiaries of Fluxys SA as well. Fluxys & Co includes a stake in a Norwegian partnership owning an LNG carrier, along with the rights and obligations associated with certain pending fiscal and regulatory disputes.

Assessment by the Committee of Independent Directors

In accordance with the provisions in the Companies Code on transactions between linked companies, Fluxys SA set up a committee of three independent directors to assess the proposed changes. The committee has examined the financial impact of the operation and has found that the changes were not such as to cause the company any negative impact that would be wrongful in the light of the company's policy. Accordingly, the committee submitted a favourable assessment to the Board of Directors.

Reasonable transfer conditions

In the framework of the operation, Fluxys SA will sell the relevant shareholdings for approximately €323 million, which will lead the company to book a capital gain of €161 million in financial year 2010.

Fluxys SA will however not longer collect the result of the transferred subsidiaries, which will lead to a lower profit of approximately €9 million (based on the 2009 net profit). However, the proposed total transfer price includes the future revenue, at present value, from the non-regulated transferred companies. The intention is to distribute the capital gain to the benefit of Fluxys Holding and holders of category D shares.


Current structure





New structure




Press contacts

 

Fluxys
Bérénice Crabs
Tel.: +32 2 282 72 30
Fax: +32 2 282 79 43
E-mail: berenice.crabs@fluxys.com
Publigas
Daniel Termont
Tel.: +32 9 266 50 00
Christian Viaene
Tel.: +32 475 26 00 19





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